Ref. No. GC-FEC-002 (rev.

0)

General Conditions of Contracts for Technical Advisory Service

These General Conditions of Contracts for Technical Advisory Service (hereinafter called the “General Conditions”) shall apply to and
constitute a part of (i) the quotations, price proposals and estimates (hereinafter called the “Quotation”) that Fuji Electric Co. Ltd.
(hereinafter called “Seller”) may submit to a third party (hereinafter called “Buyer”) as offers for the supply of technical advisory services
(hereinafter called “Technical Advisory Service” and more specifically defined under Section 3 hereof) as well as (ii) all contracts for or
involving Technical Advisory Service to be rendered by Seller (hereinafter collectively called the “Contract”).

1. Effective Date of Contract

(1) The Contract shall become effective upon receipt by Seller of Buyer’s request for Technical Advisory Service in response to the
Quotation (hereinafter called “Order”), regardless of whether such request is indicated as a part of another document, such as a
purchase order conforming to (i) the terms and conditions of the Quotation within the validity period stipulated in the said
Quotation, and (ii) other terms and conditions, if any, offered in writing by Seller. The Quotation, the written terms and
conditions, if any, offered by Seller, these General Conditions, Buyer’s Order subject to Subsection (2) of this Section 1, and any
additional written agreement in case of Subsection (2) of this Section 1, shall constitute the Contract. If Seller deems appropriate,
Seller may send its confirmation of receipt of Buyer’s Order to Buyer within a reasonable period; provided, however, that the
lack of such confirmation shall not affect the validity of the Contract.
(2) If Buyer submits to Seller an Order not conforming to (i) and (ii) of Subsection (1) of this Section 1 (including, but not limited to,
the event that one or more conditions not set forth in (i) or (ii) of Subsection (1) of this Section 1 have been included in such
Order), no Contract shall become effective unless and until any such non-conformity is settled and agreed in writing by Seller
and Buyer.
(3) When the approval, permit or any other authorization of the government is required for the Contract to be effective, the Contract
shall become effective subject to such governmental authorization, notwithstanding Subsection (1) of this Section 1.
2. Special Conditions
(1) Special conditions such as the number and term of technical personnel dispatched by Seller (any such personnel shall be called
the “Technical Advisor”), the place where Technical Advisory Service shall be rendered (hereinafter called the “Job Site”), the
scope and conditions of Technical Advisory Service, service charges and payment terms, taxes and other charges, warranty,
modifications (if any) of these General Conditions, and all matters not provided for in these General Conditions shall be in
accordance with the Quotation or as agreed upon between Seller and Buyer in a separate written agreement (hereinafter
collectively called the “Special Conditions”).
(2) In the event that there is a conflict among these General Conditions, the Quotation and the separate written agreement as between
Seller and Buyer, Seller and Buyer shall resolve such conflict by observing these General Conditions, the Quotation, and the
separate written agreement in the following order of priority:
(i) the separate written agreement between Seller and Buyer
(ii) the Quotation
(iii) these General Conditions
3. Scope of Technical Advisory Service
(1) “Technical Advisory Service” means the engineering and technical guidance, advice and counseling to be rendered by the
Technical Advisor for the erection, installation, testing, commissioning, and/or maintenance of the plant, equipment, and/or
machinery supplied by Seller (hereinafter called “Seller-Supplied Equipment”). For the avoidance of doubt, it is mutually
acknowledged by Seller and Buyer that the erection, installation, testing, commissioning, and/or maintenance of Seller-Supplied
Equipment (hereinafter called the “Work”) shall be carried out by Buyer or Buyer’s contractors. The Technical Advisor shall
render Technical Advisory Service based on Seller’s installation manual, site test procedure (testing manual), and/or progress
schedule chart as well as any other currently available engineering, manufacturing, installation, and operating practices adopted
by Seller for Seller-Supplied Equipment involved. Technical Advisory Service includes neither any responsibility for the
supervision or management of Buyer’s employees, agents or contractors, nor any responsibility for planning, scheduling or
management of the Work.
(2) Technical Advisory Service and all communications relating to the Contract shall be in the English language.
4. Preparation
(1) Buyer shall inform Seller of the preferred arrival date of the Technical Advisor at least sixty (60) days in advance of such date so
that necessary preparations may be arranged by Seller and Buyer.

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 (2) All instruments, supplies and utilities necessary for the Work, including, but not limited to, hoists, scaffolding, fuel, electricity,
oil and water, and any other instruments, supplies and utilities requested by Seller or the Technical Advisor shall be furnished
and maintained by Buyer at the Job Site at Buyer’s expense, and all other necessary preparations shall also be arranged by Buyer
at Buyer’s expense.
(3) Buyer shall, at all times during the term of Technical Advisory Service, provide a sufficient number of personnel who are
qualified, skilled, and experienced to carry out the Work. If any such personnel, in the judgment of Seller or the Technical
Advisor, persists in any misconduct or lack of due care, or performs incompetently or negligently, Seller or the Technical
Advisor may require Buyer to remove (or cause to be removed) any such personnel and appoint suitable replacements.
5. Working Hours
(1) Normal working days for the Technical Advisor shall be five (5) days a week and normal working hours shall be eight (8)
working hours a day during daytime and a total of forty (40) working hours a week; provided, however, working days and hours
may be adjusted in accordance with the local calendar and working customs applicable to the area or country where the Job Site
is located. Nevertheless, Buyer shall not require the Technical Advisor to render Technical Advisory Service during the period
between ten (10) p.m. and six (6) a.m. without the express written consent thereto by Seller.
(2) Overtime work and work on holidays of the Technical Advisor shall be subject to the mutual agreement of the Technical
Advisor and Buyer’s superintendent, designated representative or any other person in charge as notified in writing to Seller in
advance (hereinafter called “Buyer’s Superintendent”), and shall be further subject to the provisions of Section 12 below.
(3) The Technical Advisor shall be entitled to paid leave for health reasons or other reasonable considerations.
(4) If the scheduled or actual period of Technical Advisory Service exceeds twelve (12) months, the Technical Advisor shall be
entitled to a holiday trip back to Japan or another location with business class air travel arrangements at Buyer’s expense. Such
holiday trip shall be for a minimum period of fifteen (15) days of absence from the Job Site. The same conditions shall apply to
each successive twelve (12) month period.
(5) During the holiday trip back to Japan or another location of the Technical Advisor as provided for in Subsection (4) of this
Section 5, if Buyer requests, Seller shall dispatch a substitute Technical Advisor. Service charges and business class travel
expenses for such substitute Technical Advisor shall be at Buyer’s expense.
(6) Under any of the above conditions, working Hours per day including overtime work shall not exceed ( 10) hours for weekdays
and (8) hours for holidays, under any circumstances. Unless it is specifically accepted by seller in written.
6. Waiting or Idle Time, Suspension and Schedule Acceleration
(1) Buyer shall be charged for any waiting or idle time of the Technical Advisor together with any damages and costs incurred by
Seller when:
(i) all or part of the performance of the Contract is suspended due to Buyer’s failure to make the Job Site ready for the Work
and/or Technical Advisory Service while such Technical Advisor is ready to attend the Job Site;
(ii) all or part of the performance of the Contract is suspended due to any cause beyond the control of Seller or the Technical
Advisor, including, but not limited to, Force Majeure as defined in Section 15; or
(iii) when Buyer requests Seller to suspend all or part of the performance of the Contract until Buyer gives further notice to
Seller to resume the performance of the Contract.
(2) In the event any such waiting or idle time set forth in Subsection (1) of this Section 6 is expected to exceed one (1) month or
does in fact exceed one (1) month, Seller reserves the right to reassign the Technical Advisor to another site or to recall the
Technical Advisor to Japan or another location. All travel expenses of the Technical Advisor for the reassignment and/or travel
expenses in connection with the dispatch of a substitute Technical Advisor (as Seller shall determine) to the Job Site shall be
borne by Buyer.
(3) Seller shall have the right to suspend the performance of the Contract (or any portion thereof) if:
(i) Buyer becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the
benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws;
(ii) any representation or warranty made by Buyer in the Contract or in any document or certificate furnished by Buyer in
connection with the Contract proves to be incorrect in any material respect; or
(iii) Buyer fails to comply with any material terms or provisions of the Contract, including, but not limited to, failure to make
any payment when due or fulfill any payment conditions.
If Seller elects to continue to perform the Contract in spite of the occurrence of any of (i), (ii), or (iii) of Subsection (3) of this
Section 6, Seller’s actions shall not constitute a waiver of any default by Buyer or in any way affect Seller’s legal remedies for
such default.
(4) Notwithstanding anything to the contrary in the Contract, in the event that, due to any cause whatsoever beyond the control of
Seller or the Technical Advisor, including, but not limited to, Force Majeure as defined in Section 15, (i) commencement of
Technical Advisory Service is delayed for more than three (3) months, or (ii) the term of the Technical Advisor is extended for
more than three (3) months beyond the original term, Seller reserves the right to adjust the service charges and/or other necessary
conditions, and may replace the Technical Advisor at Buyer’s expense. In case of replacement, Buyer shall bear the expenses in

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 connection with such replacement.

(5) If an increase in the number of Technical Advisors is necessary as a result of Buyer’s request for acceleration of the Work for
any reason, including, but not limited to, acceleration to meet the original schedule , Seller may increase the number of Technical
Advisors at Buyer’s expense. Buyer shall increase the number of qualified personnel and equipment and/or utilities as may be
necessary for such acceleration of the Work, with the advice of Seller or the Technical Advisor.
7. Transportation
(1) Buyer shall arrange for the Technical Advisor an air ticket (business class) of an airline acceptable to Seller from the place of
departure for the Job Site and from the Job Site to the next destination, and shall ensure that the itinerary or receipt of such air
ticket with the booking reference number is received by Seller at least fourteen (14) days prior to the departure date of the
Technical Advisor from the place of departure for the Job Site. If Buyer cannot provide an air ticket to Seller in time, Buyer shall
pay all expenses incurred by Seller for alternative ticket arrangements, including, but not limited to, Seller’s handling expenses,
no later than thirty (30) days from the issuance date of Seller’s invoice to Buyer. Buyer shall bear all transportation expenses,
including additional freight charges for any items necessary for Technical Advisory Service and a reasonable amount of
transportation fees for the personal effects of the Technical Advisor.
(2) Buyer shall arrange for and bear all costs for local and daily transportation expenses of the Technical Advisor within the area or
country where the Job Site is located, including, but not limited to, expenses for transportation by rail or sea (air-conditioned first
class or the equivalent thereof), air (business class), bus or car, as well as applicable insurance premiums.
8. Accommodations
(1) Seller shall arrange for accommodations for the Technical Advisor in suitably furnished, convenient and safe hotels suitable for
business travel. However, upon request by Seller, Buyer shall provide safe and well furnished living accommodations, as shall be
approved by Seller in advance, equivalent to what would ordinarily be provided for Buyer’s Superintendent when away from
home and on business travel. Buyer shall ensure that suitably equipped work and office space is available for use by the
Technical Advisor.
(2) Upon request by Seller, Buyer shall arrange for daily meals for the Technical Advisor and the use of suitable kitchen facilities, as
well as procure ingredients and foodstuff for the Technical Advisor to prepare meals. Payment of related charges shall be made
by Buyer directly.
9. Communication
The Technical Advisor shall be allowed to use Buyer’s communication facilities such as telephone, fax and Internet for business
purposes. Costs for communication shall be borne by Buyer.
10. Health and Safety
(1) Buyer shall ensure the security, safety and well-being of the Technical Advisor both at the Job Site and residence area. Should
the security, safety or well-being of the Technical Advisor be threatened or endangered as a result of any circumstances
including famine, epidemic, rebellion, riot, hostility, or any other causes whatsoever, Buyer shall adopt the safest measures
possible under the circumstances, including, but not limited to, instruction and guidance to the Technical Advisor of the safest
evacuation route and/or place.
(2) If Seller or the Technical Advisor determines that the security, safety or well-being of the Technical Advisor will not be ensured
in spite of the measures taken by Buyer, Seller may, at any time with notice to Buyer, suspend Technical Advisory Service
without prejudice to the rights then held by Seller, and the Technical Advisor may leave the Job Site, residence area or the area
or country where the Job Site is located, until Seller has determined that such threat to security, safety or well-being of the
Technical Advisor has ceased.
(3) In the case of Subsection (2) of this Section 10, or in the event that Buyer requests the Technical Advisor to leave the Job Site,
residence area or the area or country where the Job Site is located, related expenses therefor shall be borne by Buyer.
(4) In the event of illness of or accident to the Technical Advisor during the term of Technical Advisory Service in the area or
country where the Job Site is located, Buyer shall provide first aid and give the Technical Advisor access to prompt and proper
medical treatment at the best facility available. In the event the Technical Advisor is incapacitated, Seller may recall the
incapacitated Technical Advisor to Japan or another location. In the event of death of the Technical Advisor , Buyer shall arrange
for the proper transportation of the body of the Technical Advisor to Japan or another location as specified by Seller.
(5) If necessary, Seller will, upon consultation with Buyer, provide a substitute Technical Advisor as soon as possible.
(6) Buyer shall bear the medical and death-related expenses of the Technical Advisor; provided that Buyer shall not be required to
bear such expenses when the cause thereof was an accident solely attributable to the Technical Advisor or an illness suffered by
the Technical Advisor prior to his or her departure for the Job Site.
11. Insurance
Buyer shall obtain and maintain, during the term of Technical Advisory Service and one (1) year after the completion of Technical
Advisory Service, comprehensive third party liability insurance and erection all risk insurance acceptable to Seller. Upon request by
Seller, Buyer shall submit a copy of said insurance policy to Seller prior to the commencement of Technical Advisory Service. If Buyer

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 cannot provide the above insurance, Buyer shall bear the premium of said insurance obtained by Seller.

12. Payment
(1) The daily rate of service charges as specified in the Special Conditions shall be payable from the departure date of the Technical
Advisor from the place of departure for the Job Site until the date of arrival at the next destination (inclusive of both such dates).
(2) Overtime work or work on holidays shall be payable at additional daily or hourly rates as specified in the Special Conditions.
(3) All service charges and rates as specified in the Special Conditions shall be net amounts without deductions, and Buyer shall pay
any taxes and/or other charges imposed in the area or country where the Job Site is located in relation to Technical Advisory
Service.
(4) Payment shall be made by Buyer to Seller no later than thirty (30) days from the issuance date of Seller’s invoice to Buyer.
Interest at a rate of one percent (1%) per month, or the highest rate permitted by applicable law, whichever is lower, shall accrue
and be payable on any overdue balance.
(5) Notwithstanding anything to the contrary in the Contract, upon request by Seller at any time, Buyer shall provide a form of
payment security acceptable to Seller in an amount not to exceed the service charges for Technical Advisory Service (hereinafter
called the “Contract Price”).
(6) Notwithstanding anything to the contrary in the Contract, Seller may require full or partial advance payment of the Contract
Price, if the financial condition of Buyer does not, in the judgment of Seller, justify continuation of Technical Advisory Service.
13. Warranty
(1) Seller warrants that, for the warranty period specified in Subsections (2) and (3) of this Section 13, Technical Advisory Service
provided hereunder shall be based on Seller’s installation manual, site test procedure (testing manual), and/or progress schedule
chart as well as any other currently available engineering, manufacturing, installation, and operating practices adopted by Seller
for the Seller-Supplied Equipment involved.
(2) For Technical Advisory Service to be rendered together with Seller-Supplied Equipment, the warranty period for Technical
Advisory Service shall be identical to the warranty period given by Seller for such equipment.
(3) For Technical Advisory Service to be rendered for any reason other than those set forth in Subsection (2) of this Section 13, the
warranty period shall be one (1) year from the completion of Technical Advisory Service.
(4) THE EXPRESS WARRANTIES IN THIS SECTION 13 ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY
SELLER IN RELATION TO THE CONTRACT AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE. SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES.
14. Limitation of Liability
(1) Seller’s total liability for any claims of any kind, in connection with or arising from the Contract or Technical Advisory Service,
shall be limited to the portion of the remuneration received by Seller for Technical Advisory Service attributable to Seller-
Supplied Equipment. In no event shall Seller’s total liability for all claims of any kind, in connection with or arising from the
Contract or Technical Advisory Service, exceed one hundred percent (100%) of the Contract Price between Seller and Buyer for
Technical Advisory Service.
(2) In no event shall Seller be liable for any damage, loss or injury to persons or property, except when such damage, loss or injury is
directly attributable to the gross negligence of the Technical Advisor or Seller.
(3) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR
INDIRECT LOSSES OR DAMAGES IN CONNECTION WITH OR ARISING FROM THE CONTRACT OR TECHNICAL
ADVISORY SERVICE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PRODUCTION, LOSS OF
REVENUE, LOSS OF PROFIT, LOSS OF OPPORTUNITY, LOSS OF CONTRACT, INTERRUPTION OF BUSINESS,
COST OF CAPITAL, CLAIMS OF CUSTOMERS FOR SERVICE INTERRUPTIONS, OR COSTS INCURRED IN
CONNECTION WITH SUBSTITUTE FACILITIES OR SUPPLY SOURCES.
(4) For the purpose of any claims by a third party in connection with Technical Advisory Service, it is specifically understood that
Seller and the Technical Advisor are the agents and servants of Buyer.
(5) Seller’s total liability for any and all claims of any kind, in connection with or arising from the Contract or Technical Advisory
Service, shall terminate upon the expiration of the warranty period for Technical Advisory Service specified in Subsections (2)
and (3) of Section 13 above. This provision, however, shall not be construed as prohibiting Buyer to commence an action for
claims accruing during the applicable warranty period after expiration of the said warranty period, if such an action is
commenced within the time period permitted in accordance with the applicable statute of limitations or statute of repose;
provided, however, that such time period shall in no event be longer than one (1) year after the expiration of such warranty
period.
15. Force Majeure
(1) “Force Majeure” shall mean any event beyond the reasonable control of Seller or the Technical Advisor, and which is
unavoidable notwithstanding the reasonable care of the affected party, including, but not limited to, acts of God, fire, earthquake,
flood, typhoon, hurricane, other natural disasters, terrorism, war (declared or undeclared), epidemic, quarantine, material

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 shortages, any act (or omission) by any governmental authority, insurrection, strikes, riots, labor disputes, and transportation
delay or shortages.

(2) Seller shall not be liable nor deemed to be in breach or default of its obligations under the Contract to the extent performance of
such obligations is delayed or prevented, directly or indirectly, as a result of Force Majeure. Seller’s obligations under the
Contract shall be suspended for as long and to such extent as may be justified by the circumstances. If Seller incurs additional
expenses due to Force Majeure, such additional expenses shall be borne by Buyer.
(3) If the delay or non-performance due to Force Majeure continues for more than one hundred twenty (120) days, the Contract shall
terminate, unless otherwise agreed in writing by Seller and Buyer before the end of such period. Upon such termination, neither
Seller nor Buyer shall have any further obligation to perform under the Contract nor to make any further payments other than
payment for Technical Advisory Service rendered prior to the termination.
16. Termination
(1) Buyer shall have the right to terminate the Contract (or any portion thereof) for cause if:
(i) Seller becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the
benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws; or
(ii) Seller substantially breaches any of its material obligations hereunder (but only with respect to a material obligation for
which the Contract does not provide an exclusive remedy), provided that:
(a) Buyer shall first have provided Seller with written notice of the nature of such breach and of Buyer’s intention to
terminate the Contract as a result of such breach; and
(b) Seller shall have failed, within 30 days after receipt of such notice (or such extended period as is considered
reasonable by Seller and Buyer), to either:
1) commence to cure such breach and to pursue such cure diligently thereafter; or
2) provide reasonable evidence that no such breach has occurred.
(2) Seller shall have the right to terminate the Contract (or any portion thereof) if:
(i) Buyer becomes insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for the
benefit of its creditors, or files for protection from creditors under any bankruptcy or insolvency laws;
(ii) any representation or warranty made by Buyer in the Contract or in any document or certificate furnished by Buyer in
connection with the Contract proves to be incorrect in any material respect;
(iii) Buyer fails to comply with any material terms or provisions of the Contract, including, but not limited to, failure to make
any payment when due or fulfill any payment conditions; or
(iv) a suspension under Section 6 continues for more than six (6) months.
(3) If Buyer terminates the Contract pursuant to Subsection (1) of this Section 16, Buyer shall pay to Seller that portion of the
Contract Price allocable to Technical Advisory Service rendered prior to the termination.
(4) If the Contract (or any portion thereof) is terminated for any reason other than those set forth in Subsection (1) of this Section 16,
Buyer shall pay to Seller that portion of the Contract Price allocable to Technical Advisory Service rendered prior to the
termination, plus a cancellation charge equal to fifteen percent (15%) of that portion of the Contract Price allocable to Technical
Advisory Service yet to be rendered under the Contract. In addition, Buyer shall compensate Seller for any and all reasonable
costs incurred by Seller in connection with a termination, including, but not limited to, a reasonable amount of interest on the
delay of payments, reasonable expenses in connection with collection costs and reasonable attorney’s fees.
(5) This provision shall not be construed as prohibiting Seller from claiming against Buyer, without terminating the Contract, for
compensation of any and all damages and costs incurred by Seller in connection with Buyer’s breach of any representation or
warranty made by Buyer or Buyer’s failure to comply with any terms and provisions of the Contract.
17. Modifications
(1) Seller and Buyer shall each have the right to request reasonable modifications of the conditions, service charges and payment
terms of Technical Advisory Service under the Contract and shall consider any such requests in good faith. If Seller and Buyer
agree on any modifications, the Contract shall be amended to reflect the change. Adjustments shall be made based on mutual
agreement between Seller and Buyer. Seller is not obligated to proceed with any modification until Seller and Buyer have agreed
to such modification.
(2) The Contract shall be considered as amended, modified or supplemented when mutually agreed in writing and executed by the
duly authorized representative of each of Seller and Buyer.
18. Compliance with Laws and Regulations
(1) Buyer shall obtain all necessary local permits and licenses, including, but not limited to, visas and work permits for the Technical
Advisor, collect and timely provide Seller with the necessary information concerning laws and regulations locally applicable to
Technical Advisory Service and to the taxes and similar obligations connected therewith, and assist Seller and the Technical
Advisor in complying with such laws and regulations. If there are any changes in such laws and regulations, Buyer shall notify
Seller of such changes and take necessary measures to comply with such changes.
(2) Seller shall not be liable for any delay in or failure of the performance of the Contract if such delay or failure is attributable to the

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 denial, revocation, restriction, or non-renewal of any local permit or license, and Buyer shall not be relieved of its obligations to
pay Seller for Technical Advisory Service despite such delay or failure.

19. No Assignment
Neither the Contract nor any rights or obligations under the Contract shall be assigned by Seller and Buyer without express written
consent thereto by the other party; provided, however, that Seller may delegate part or all of its obligations under the Contract to its
subsidiaries or subcontractors in its own responsibility without the consent of Buyer. Any assignment or transfer of a part or all of the
Contract in violation of this Section 19 shall be null and void.
20. Waivers
Failure by Seller to enforce any provision of the Contract, or any delay in enforcement, shall not be construed as a waiver of Seller’s
right to enforce such provision. No waiver by Seller of any breach of Buyer’s obligations shall constitute a waiver of any prior or
subsequent breach.
21. Governing Law and Arbitration
(1) This Contract shall be construed in accordance with and governed by the laws of Japan, with the exception of its provisions
regarding conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the
Contract.
(2) Any disputes, controversies or differences which may arise between Seller and Buyer out of or in relation to or in connection
with the Contract and which cannot be amicably settled between Seller and Buyer shall be finally settled by arbitration in Tokyo,
Japan, under the Commercial Arbitration Rules of the Japanese Commercial Arbitration Association. The language of such
arbitration shall be English. The number of arbitrators shall be three (3) arbitrators to be appointed in accordance with the said
Rules. Any arbitration award shall be final and binding on both Seller and Buyer.
22. Severability
The terms of the Contract are severable. If any term is unenforceable for any reason, that term will be enforced to the fullest extent
possible, and the Contract will remain in effect.
23. Entire Agreement
The Contract constitutes the entire agreement between Seller and Buyer with respect to the subject matter of the Contract and
supersedes all communications, negotiations and agreements (whether written or oral) between Seller and Buyer with respect thereto
made prior to the execution date of the Contract. Any oral or written representation, warranty, course of dealing or trade usage not
contained in the Contract shall not be binding on or enforceable against either Seller or Buyer.

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