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Privacy Notice

Rheem Manufacturing Company Privacy Notice

Effective Date: February 18, 2021

1. INTRODUCTION.

2. WHEN DOES THIS PRIVACY NOTICE APPLY.

3. PROCESSING OF YOUR PERSONAL DATA.

4. SHARING OF PERSONAL DATA.

5. INTERNATIONAL DATA TRANSFERS.

6. HOW IS MY PERSONAL DATA SECURED.

7. RETENTION OF PERSONAL DATA.

8. YOUR RIGHTS.

9. CHILDREN’S PERSONAL DATA.

10. YOUR RIGHT TO LODGE A COMPLAINT WITH A SUPERVISORY AUTHORITY.

11. UPDATES TO PRIVACY NOTICE.

12. IDENTITY OF THE CONTROLLER OF PERSONAL DATA.

13. CONTACT US.

1. INTRODUCTION

1.1 This Privacy Notice (“Notice”) describes the information that Rheem Manufacturing Company and its subsidiaries and affiliates (collectively, “Rheem”, or “we”) collects, uses, shares and stores about you, including personal data, and provides guidance and information regarding our processing of personal data. For purposes of this Notice, Data Protection Legislation generally defines “personal data” as any information about an identifiable individual, which includes information that can be used on its own or with other information to identify, contact, or locate a single person.

1.2 We are committed to protecting and respecting your privacy. This Notice sets out the legal bases we rely on when processing any personal data we collect from you that you provide to us, either directly or through our trusted partners, or that we obtain from others. Please read this Notice carefully to understand how we process personal data about you.

1.3 In this Notice, references to “you” means the person about whom we collect, use and process personal data.

1.4 We will use personal data about you only for the purposes and in the manner set forth below, which describes the steps we take to ensure that our processing of personal data complies with U.S. laws and regulations, Canadian Privacy laws and regulations, as well as with European Union Law, including Regulation (EU) 2016/679, known as the General Data Protection Regulation or GDPR, and any subsequent amendments or successor laws thereto (collectively referred to as “Data Protection Legislation”).

1.5 We seek to maintain the privacy, accuracy, and confidentiality of data (including personal data about you) that we collect and use.

2. WHEN DOES THIS PRIVACY NOTICE APPLY

2.1 This Notice applies to personal data that we collect, use, disclose and otherwise process about you in connection with your relationship with us. This includes personal data we collect about you, or you provide to us, through our websites, mobile applications, or call centers; through product registrations; and through any other online or offline methods through which we communicate with you, as well as when we obtain personal data about you from a third party.

3. PROCESSING OF YOUR PERSONAL DATA

3.1 The personal data we collect about you helps us provide the best possible support for your products, optimize your use of our websites and mobile applications, and show advertisements to you based on your interests. In addition, we are required to process certain personal data for legal, regulatory, tax and auditing purposes. The personal data we collect, the basis for our processing, and the purposes of our processing, are detailed below. Sometimes, these activities are carried out by third parties (see “Sharing of Personal Data” section below).

3.2 You are not required to provide all the personal data described below to us; however, if you choose not to do so, we may not be able to offer you certain services and related features. You may provide personal data to us in various ways. The types of personal data we may obtain includes the following:

Personal data we process	Basis of processing	Purpose of processing
If your product is registered with us by you, or via contractors or plumbers, we will collect your name, postal address, email address, telephone number, or other identifiers by which we may contact you online or offline. We will also maintain this information with your purchase history.	It is necessary for the performance of our contract with you to provide warranty service (including any potential recalls) as necessary.	This is required to register your product or to provide you with service under the warranty, including any recalls.
If you purchase an extended warranty, or make a claim under any warranty, we will collect your name, postal address, email address, telephone number, or other identifiers by which we may contact you online or offline, purchase history, installation information, and credit card or other payment details.	It is necessary for the performance of our contract with you if you purchase an extended warranty or make a claim under any warranty.	This is required to provide extended warranties to your purchased products, and to process and fulfill claims in connection with our products and to inform you of the status of claims.
If you sign up for a contest or promotion, we will collect your name, email address, telephone number, product interest, and postal address.	Consent.	This is required to enter you into the contest or promotion you have chosen to participate in.
If you correspond with us, we will collect your name, contact details, and the details of your correspondence.	We collect this information because in some cases it is necessary for the performance of a contract with you, and in other cases when it is in our legitimate business interest to do so, depending on the nature of the correspondence.	We retain this information to keep track of our communications with you, to respond to your requests and inquiries, and to provide you with the best possible service.
If you respond to any surveys, we will collect your name and your responses, some of which may include personal data.	We retain this information because it is in our legitimate business interest to do so.	We retain this information to understand how you use our products to improve our products and services, for developing new products and features, and to administer your participation in surveys and market research.
If you access our websites, we will collect non-persistent information about your computer equipment, device IP address, operating system, browser type, and browsing behavior including the details of your visits to our website, web traffic data, location data, and logs.	We process this information based on our legitimate business interests, or with your consent.	We process this information to enable and monitor your use of our websites and services, and to improve those services. We also collect this information so you will not have to re-enter it when you use our services, and also track and understand how you use and interact with our websites and applications, and also to tailor our services around your preferences and to enable us to manage and enhance our services.
If you access our websites, we will collect persistent information, including your device IP address, domain name, identifiers associated with your device, device and operating system type, and characteristics, web browser characteristics, language preferences, clickstream data, your interactions with our products and services, the pages that led or referred you to our websites or applications, dates and times of access, geolocation information, and other information about your use of our websites and applications.	We process this information based on your consent.	We use this information to provide you with interest-based (behavioral) advertising or other targeted content. For geolocation information, we use this information to understand where our products are used, and to respond to service requests or automatic service notifications.
Content you post in public areas of our websites, and 3rd party industry and social media sites.	We process this information based on our legitimate business interests. Please note that third party sites may have their own collection policies and processes, which we do not control.	We use this information to effectively communicate to you, respond to your requests or inquiries, and to better understand how our products are used.
If you apply for a job through our sites, we will collect name, address, social security number or other similar identifier, education information, employment history, and salary history.	We process this information on the basis of performance of an employment contract between you and us, and/or taking steps, at your request, to enter into such a contract.	We use this information to manage your application for, or interest in, career opportunities with us.
If you use any Rheem App, we will collect identifiers such as your name, geolocation information, telephone number, email, IP address and the name or designation you give to your account. The app would also collect certain additional information about your products, including usage history and functionality.	We process this information on the basis of the performance of a contract, or, for alerts, on the basis of consent.	When you sign up for connected services, we use the information to administer your Rheem App account, manage its interaction with Smart Thermostats, and to send you fault alerts or status updates. We use geolocation information for various purposes including for you to be able to set your home location, and to determine the distance you are from your home location. This allows your equipment to save energy by only running when you are within a certain distance of your home location. This feature is completely optional and can be controlled from within your App.

3.3 Where does Rheem obtain personal data about me?

Information you provide:

We obtain personal data about you directly from you, or via contractors and plumbers who assist you, when you register a product, when you extend a warranty, and when you submit information to us via our websites or mobile applications. We may also collect personal data in the course of the performance of your contract with us or if you contact us via phone, email or direct messaging services provided by third-party social media platforms.

Information we collect automatically:

As discussed above, when you navigate through and interact with our websites or mobile applications or through email, we may use automatic data collection technologies to collect information about you. This includes browser cookies, Flash cookies, web beacons, device identifiers, server logs, and other technologies.

Some content or applications, including advertisements on our websites, are served by third parties, including advertisers, ad networks and servers, content providers and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our websites, but only with your consent. Third parties that collect such information may associate it with your personal data where permitted by law, or they may collect information, including personal data, about your online activities over time and across different websites and other online services. They or Rheem may use this information to provide you with interest-based (behavioral) advertising or other targeted content. We do not control these third parties’ tracking technologies or how they may be used outside of our services. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly and/or review that provider’s privacy policy.

We do not support the Do Not Track browser option.

Information we obtain about you from third parties:

We may receive personal data about you from contractors or plumbers who may assist you in registering your products and purchasing extended warranties.

We also send out mailings via the post office from public records.

4. SHARING OF PERSONAL DATA

4.1 We do not sell personal data for any commercial or marketing purposes, have not sold personal information in the preceding 12 months and will not sell personal information.

4.2 The following are limited circumstances where we may share your personal data with third parties:

4.2.1 External vendors, service providers, and technicians who help with our data processing and storage.

4.2.2 In connection with a merger or sale of the company and/or parts of its assets, your personal data may be among items sold or transferred.

4.2.3 Contractors or plumbers who may assist you in registering your products or purchasing extended warranties, or performing diagnostics or service.

4.2.4 Third parties who you have requested information from for purposes of financing or rebate information.

4.2.5 Affiliates, subsidiaries, divisions, and service providers who provide services to us or on our behalf;

4.2.6 Third parties who assist us in providing our products and services and to help us understand your use of our products;

4.2.7 External professional advisors;

4.2.8 Select third party vendors, business partners and other companies so that they can send promotional materials about products and services (including special offers or promotions);

4.2.8 For any other purpose disclosed by us when you provide the information; and

4.2.9 With your consent.

We require all service providers that we share personal data about you with to provide assurances regarding the confidentiality and security of that information. These third parties agree to only use such information for the purpose for which it was provided and in accordance with this Notice.

4.3 We may also disclose your personal data:

4.3.1 To comply with any court order, law, or legal process, including to respond to any government or regulatory request, in accordance with applicable law.

4.3.2 To enforce or apply our terms of use and other agreements (including warranties) and for billing and collection purposes.

4.3.3 If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Rheem Manufacturing Company, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

4.3.4 To others, where it is permitted by law.

5. INTERNATIONAL DATA TRANSFERS

5.1 Your personal data may be transferred, stored and processed in foreign countries, including the United States, with different privacy laws that may or may not be as comprehensive as the Data Protection Legislation in your home country. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of the that country may be able to obtain access to your personal data through the laws of the foreign country. For transfers of personal data to foreign countries, we take additional steps in line with all applicable laws, including European and Canadian Data Protection Legislation. We have put in place adequate safeguards with respect to the protection of your privacy, fundamental rights and freedoms, and the exercise of your rights. Whenever we engage a service provider in a foreign country, we require that its privacy and security standards adhere to this policy and applicable Data Protection Legislation.

6. HOW IS MY PERSONAL DATA SECURED

6.1 We operate and use appropriate administrative, technical and physical security measures to protect your personal data.

6.2 We have in particular taken appropriate security measures to protect personal data about you from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access, to personal data about you. Access is granted on a need-to-know basis to those employees and other people whose roles require them to process personal data about you.

7. RETENTION OF PERSONAL DATA

7.1 We will keep personal data about you for as long as it is necessary to fulfill the purposes for which we process it as described above in Section 3, or if we have another lawful basis for retaining the data beyond the period for which it is necessary to serve the original purpose for collecting the data. This may mean that we will retain some information about you for longer than other information. The criteria we use to determine data retention periods for personal data includes the following:

7.2 Retention in case of queries; we will retain it for a reasonable period after the relationship between us has ceased;

7.3 Retention in case of claims; we will retain it for the period in which it may be enforced; and

7.4 Retention in accordance with legal and regulatory requirements; we will consider whether we need to retain any additional period because of a legal or regulatory requirement.

7.5 Under some circumstances we may anonymize your personal data so that it can no longer be associated with you. We reserve the right to use such anonymous and de-identified data for any legitimate business purpose, including sharing it with utility companies, without further notice to you or your consent.

7.6 If you would like further information about our data retention practices, please contact us.

8. YOUR RIGHTS

8.1 You may have various rights under data protection legislation in your country (where applicable).

To the extent permitted by applicable law and subject to certain conditions, you may (1) seek confirmation regarding whether Rheem is processing personal data about you; (2) request access to the personal data that we maintain about you; (3) request that we update, correct, amend or erase or restrict information about you; or (4) exercise your right to data portability, by clicking here to submit a request via our web portal, or by contacting us directly at compliancemanager@rheem.com. In addition, you may object to Rheem’s processing of your personal data at any time; however, doing so may impact your use of the services that we provide. To protect your privacy, Rheem will take commercially reasonable steps to verify your identity before granting access to or making any changes to your personal data. We may ask that you provide us with your name, postal address, email address, telephone number, and/or equipment serial number.

These may include (as relevant):

Your right	What does it mean?	How do I execute this right?	Conditions to exercise?
Right of access	Subject to certain conditions, you have a right to access personal data about you which we hold.	You may make a request for access to personal data via our web form by clicking here, or in writing to compliancemanager@rheem.com. Please specify the type of personal data you would like to access.	1. We must be able to verify your identity. 2. Your request may not affect the rights and freedoms of others. 3.We generally do not provide access to data we keep solely for data backup purposes. 4. Applicable law may allow or require us to refuse to provide you with access to some or all of the personal data that we hold about you, or we may have destroyed, erased, or made your personal data anonymous in accordance with our record retention obligations and practices. If we cannot provide you with access to your personal data, we will inform you of the reasons why, subject to any legal or regulatory restrictions.
Right of data portability	Subject to certain conditions and limitations, you have the right to receive from us personal data which you have provided to us.	You may make a request for data portability via our web form by clicking here, or in writing to compliancemanager@rheem.com. Please specify the type of information you would like to receive.	Your right to data portability is limited. It applies only when: 1. our processing is based on your consent or on our contract with you; and 2. when our processing is done through automated means (e.g. not paper records); and 3. You provided us with the personal data at issue.
Rights in relation to inaccurate personal or incomplete data	You may challenge the accuracy or completeness of personal data about you. If the personal data is inaccurate, you are entitled to have the inaccurate data removed, corrected or completed, as appropriate.	Please notify us of any changes regarding personal data about you as soon as they occur. You may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com.	This right only applies to personal data about you. When exercising this right, please be as specific as possible.
Right to object to or restrict our data processing	Subject to certain conditions, you have the right to object to or ask us to restrict the processing of personal data about you.	You may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com.	This right applies only if our processing of personal data about you is based on our legitimate interests (see Section 3 above). Any objections must be based on your particular situation, and must contain specific reasons.
Right to have personal data erased	Subject to certain conditions, you have a right to have your personal data erased e.g. where you think that the information we are processing is inaccurate, or the processing is unlawful.	You may make a request via our web form byclicking here, or in writing to compliancemanager@rheem.com.	We may not be in a position to erase personal data about you, for example when: 1. where we have to comply with a legal obligation; 2. in case of exercising or defending legal claims; or 3. where retention periods apply by law or regulations.
Right to withdrawal	You have the right to withdraw your consent to any processing for which you have previously given that consent.	You may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com.	If you withdraw your consent, this will only take effect for the future.

9. CHILDREN’S PERSONAL DATA

The products and services that we offer are designed for a general audience and are not intended for children under the age of 16. We do not knowingly collect personal data from children under 16. If we learn we have collected or received personal data form a child under the age of 16, we will promptly delete the information.

10. YOUR RIGHT TO LODGE A COMPLAINT WITH A SUPERVISORY AUTHORITY

10.1 Without prejudice to any other administrative or judicial remedy you might have, you may have the right under data protection legislation in your country (where applicable) to lodge a complaint with the relevant data protection supervisory authority in your country if you consider that we have infringed applicable data protection legislation when processing personal data about you. This means the country where you are habitually resident, where you work or where the alleged infringement took place.

11. UPDATES TO PRIVACY NOTICE

11.1 We reserve the right to change this Notice at any time in our sole discretion without prior notice to you to reflect changes. We will indicate at the top of the notice when it was most recently updated.

12. IDENTITY OF THE CONTROLLER OF PERSONAL DATA

12.1 For the purposes of Data Protection Legislation, the Data Controller is Rheem Manufacturing Company, a U.S. organization with its principal place of business at 1100 Abernathy Road, Suite 1700, Atlanta, GA 30328.

13. CONTACT US

13.1 For further information or if you have any questions or queries about this Privacy Notice, please contact the Chief Privacy Officer, Law Department, Rheem Manufacturing Company, 1100 Abernathy Road, Suite 1700, Atlanta, GA 30328, or call (770) 351-3000. We have procedures in place to receive and respond to complaints or inquiries about our handling of personal data, our compliance with this Notice and with applicable privacy laws.

Website Terms

General Terms and Conditions

General.

Rheem Manufacturing Company and its affiliates (“Rheem”) provide this website as a service to its customers, prospective customers, distributors, dealers, and others. Except as otherwise set forth herein, these general terms and conditions of use (“Terms and Conditions”) govern your use of his website (the “Site” or “website”) and any products purchased from Rheem from the Site (the “Products”).

Rheem reserves the right to change or delete the contents of this website, including, but not limited to specifications or designs of its products at any time without notice.

Acceptance of Terms and Conditions of Use. By accessing and using the Site, you acknowledge that you have read and agree to these Terms and Conditions. If you place an order for any Products with Rheem, you must indicate your consent to these Terms and Conditions prior to placing your order. If you do not agree to be bound by these Terms and Conditions, then you are requested to immediately exit the Site. Rheem may take any actions it deems appropriate, including, but not limited to, restricting your access to the Site or Products if Rheem determines in its sole discretion that you have violated these Terms and Conditions.

Revisions to Terms and Conditions. Please refer to these Terms and Conditions regularly. Rheem reserves the right to modify these Terms and Conditions at any time in its sole discretion and without notice. Any such modifications shall be effective immediately upon posting of the modified agreement. Your continued access or use of this Site constitutes acceptance of the terms and conditions stated at the time of access or use. Rheem may at any time and without prior notice revise these Terms and Conditions by updating this posting.

Purchase of Products.

a. Payment and Delivery. Prices for all Products are in United States dollars and exclude any and all applicable taxes and shipping and handling charges, unless expressly stated otherwise. To the extent permissible under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. If you purchase Products, you agree to pay, using a valid credit card (or other form of payment that Rheem may accept from time to time), the applicable fees and taxes (if any) set forth in the offer that you accepted. Rheem reserves the right, upon prior notice to you, to change the amount of any fees and to institute new fees. All authorized charges will be billed to your designated credit card account (or other payment method) on the terms described in the specific offer. If payment cannot be charged to your credit card or your payment is returned to Rheem for any reason, Rheem reserves the right to either suspend or cancel your order. It is your responsibility to ensure that sufficient funds are available to cover the charges for Products, and Rheem has no liability for any overdraft or other fees that you may incur as a result of Rheem processing your payment.

b. Order Acceptance and Confirmation. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Rheem reserves the right at any time after receipt of your order to accept or decline your order for any reason. Any and all orders accepted by Rheem are governed exclusively by the Rheem terms of sale applicable to the specific Product and these Terms and Conditions.

c. Sales Tax. Prices do not include, and you shall be responsible for, all applicable sales taxes for any Products you purchase.

d. Returns and Exchanges. Unless otherwise specified by Rheem on this website or on the terms of sale for a Product, Rheem has a 60 day return policy. In order to qualify for a return or exchange, Rheem must be notified within 60 days, and have possession of the Product within the 60th day (from the date of receipt) of the Product purchased. After 60 days from the date of receipt, Rheem is not obligated by any means to replace the Product or refund any money paid for the Product for any reason. To return your Products, you must contact customer service at the number provide on the Site for further instructions. If the Products are successfully returned to Rheem in accordance with the terms herein, your account will be credited in approximately one to two billing cycles from the date Rheem receives the Products from you.

e. Installation and Repair Information. Many Products sold through this website should be installed and repaired by qualified service professionals. Rheem strongly encourages you to refer to the use & care manual or installation manual of the Product for more information. This website may contain general information to aid qualified service professionals in the repair of certain products and parts. The complete model number and serial number of the unit under repair should be specified when selecting and ordering replacement parts. Specifications and illustrations are subject to change without notice. Rheem assumes no responsibility or liability for acts or omissions, errors, mistakes, or negligence of the purchaser or any other person or entity. The purchaser is responsible for choosing the appropriate products and parts and must verify the proper and safe operation of equipment after the replacement of any original components.

Site Content.

a. Corporate Identification and Trademarks. All registered or unregistered corporate names, trademarks, service marks, logos, and other source-identifying designations (collectively “Marks”) used or referred to on this website are the property of Rheem Manufacturing Company (“Rheem”) unless otherwise noted. Unauthorized use of the Marks is prohibited.

b. Proprietary Rights to Content. All content, including but not limited to information, all written materials, catalogs, photographs, computer programs, applications, computer code (including source code and object code), illustrations, artwork, designs, graphics, layout, data, logos, messages, the HTML code that Rheem creates to generate the Site, or other materials (collectively, “Content”) included on the Site is the property of Rheem or content providers of Rheem and are protected by copyright, trademark, service mark, trade dress, patent, trade secret, or other intellectual property rights and laws. No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes, and other proprietary rights of Rheem and content providers of Rheem is granted to or conferred upon you. The downloading, reproduction, printing, copying, storage, or distribution of any Content, other than for non-commercial individual use, is strictly prohibited. The use of any Content for a commercial purpose, without the express written consent of Rheem, violates Rheem copyrights, trademark rights, and other intellectual property rights any may be a violation of federal law subject to criminal and civil penalties.

c. Third party content. Rheem claims no proprietary rights to, or affiliation with, any third party trademarks or logo references or appearing on the Site. You should not infer any affiliation, sponsorship or endorsement from the use of third party marks on the Site as such marks are used solely to designate certain products or services as belonging to their respective owners.

d. Disclaimer. SITE INCLUDES CONTENT AND INFORMATION THAT IS SUBJECT TO CHANGE WITHOUT NOTICE. WHILE RHEEM DESIRES THAT THE CONTENT AND INFORMATION ON THE SITE BE UP-TO-DATE AND ACCURATE, IT IS YOUR SOLE RESPONSIBILITY TO CONFIRM THE ACCURACY, COMPLETENESS OR RELIABILITY OF SUCH CONTENT AND INFORMATION. RHEEM DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE CONTENT OR INFORMATION ON THE SITE OR THE ACCURACY OR RELIABILITY OF SUCH CONTENT OR INFORMATION.

Information Privacy and Security. Except as otherwise provided in these Terms and Conditions, Rheem seeks to protect the privacy of personal information you submit over the Site. Please review the Rheem’s Privacy Notice for more information about how Rheem handles personal information, which may be accessed at iat.rheemv2.rheemdev.com at the footer of the screen. However, the security of the Internet cannot be guaranteed and therefore Rheem cannot assure your privacy. Rheem is not responsible for any unauthorized access to communications that you submit over the Internet.

Any communication or material you transmit to the Site by electronic mail or otherwise, will be treated in accordance with our Privacy Notice. By transmitting or posting any communications or materials to this site, you agree that Rheem or any of its affiliates may use your communications or materials for any purpose, including reproduction, transmission, publication, broadcast and posting. Rheem and its affiliates are free to use any ideas, concepts or know-how contained in such communications or materials for any purpose whatsoever including, but not limited to developing, manufacturing, distributing and marketing products using such information.

Links. Rheem may, from time to time, provide links to third-party websites not associated with Rheem. These third-party websites contain information created, published, maintained, or otherwise posted by companies, organizations, or others independent of Rheem. Rheem makes no representations whatsoever about any third-party website to which you may have access through the Rheem website. Rheem has not reviewed and is not responsible for such linked websites or the content of any of the linked websites. When you access such a third party website, you do so at your own risk and acknowledge that Rheem is not responsible or liable for any content, advertising, products, or other materials available from such websites. You also agree that Rheem shall not be liable for any loss or damage of any sort incurred as a result of your use of any third party website.

Mention on the Rheem website of any third-party company or website, or to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise, is for informational purposes only and does not constitute an endorsement, recommendation, approval, or certification by Rheem.

User Conduct. You will not make any unauthorized use of this website or any content or features available on this website. You are responsible for all use of your account (including username and password, if any) and shall be solely responsible for maintaining the security of your passwords. You agree that all the information and content posted or accessed in restricted password protected areas of the website is confidential to Rheem and will be used only for your personal and internal purposes. You may not engage in any conduct or action that is prohibited by law or violates any country, federal, state, or local laws.

WARRANTY DISCLAIMER. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL PRODUCTS, INFORMATION, CONTENT AND SERVICES MADE AVAILABLE ON OR THROUGH THE SITE, ARE PROVIDED “AS IS.” RHEEM AND ITS AFFILIATES AND THEIR EMPLOYEES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER REGARDING THE CONTENT OR SERVICES OF THE SITE, ANY PRODUCTS, OR HYPERTEXT LINKS TO OTHER OUTSIDE WEBSITES. RHEEM AND ITS AFFILIATES AND THEIR EMPLOYEES AND AGENTS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, RHEEM DOES NOT REPRESENT OR WARRANT THAT YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND MATERIAL ACCESSIBLE TO YOU ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY. RHEEM AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR PERFORMANCE OF, OR THE INABILITY TO USE, THE SITE, THE PRODUCTS, OR INFORMATION OR FUNCTIONS ON SUCH SITE, EVEN IF RHEEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL RHEEM AND ITS AFFILIATES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE OR PURCHASING PRODUCTS.

Indemnification. You agree, at your expense, to indemnify, defend, and hold harmless Rheem, its officers, directors, employees, agents, affiliates, distributors, dealers, and licensees from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with or arising from any claim, demand, suit, action, or proceeding arising out of your breach of these Terms and Conditions or in connection with your use of this website or any product, including the Products, or service related thereto.

General. These Terms and Conditions and all information on the Site are governed by and will be construed in accordance with the laws of the State of Georgia and of the United States of America, without regard to conflict of law principles. Although users outside of the United States may have access to the Site or Products, the information contained herein is intended only for use by residents of the United States. Rheem specifically reserves all rights to limit provision of our Products to select persons, countries or geographic regions. The venue for any matter relating to or arising from this site will be in the state or federal court of competent jurisdiction in the State of Georgia.

Waiver/Severability. The waiver by either party of a breach or right under these Terms and Conditions will not constitute a waiver of any subsequent breach or right. If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and conditions, which will otherwise remain in full force and effect.

Entire Agreement. These Terms and Conditions constitute the entire agreement between you and Rheem concerning the use or access of this website.

Reservation of Rights. Any rights not expressly granted herein are reserved.

Contact Us. For further information or to contact us with questions, concerns, or comments, please contact us through the form at the top of the screen. Although Rheem will, in most circumstances, be able to receive your email or other information provided through the Site, Rheem does not guarantee that it will receive all such email or other information timely and accurately. Rheem shall not be legally obligated to read, act on, or respond to any such email or other information.

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ADA Accessibility Guidelines

Rheem Manufacturing Company and its subsidiaries are committed to ensuring effective communication and digital accessibility to all users. We are continually improving the user experience for everyone, and apply the relevant accessibility standards to achieve these goals. We welcome your feedback on the accessibility of any of the Rheem websites. Please let us know if you encounter accessibility barriers in accessing any area our website by contacting us at compliancemanager@rheem.com.

California Transparency in Supply Chains Act Disclosure

Transparency in Supply Chains

Rheem will not tolerate human trafficking or slavery in its operations or its suppliers’ operations. Rheem encourages all of its procurement employees to be vigilant regarding human trafficking and slavery in Rheem’s supply chain and to report any suspected human trafficking or slavery to the General Counsel. The company will not retaliate against employees who report suspected human trafficking or slavery in the Rheem supply chain.

The following disclosures are made pursuant to the California Transparency in Supply Chains Act of 2010 (Section 1714.43 of the California Civil Code) (referred to in this disclosure as the “Act”).

To what extent, if any, does Rheem:

(1) Engage in verification of product supply chains to evaluate and address risks of human trafficking and slavery? Rheem does not at this time engage in verification of product supply chains to evaluate and address risks of human trafficking and slavery.

(2) Conduct audits of suppliers to evaluate supplier compliance with company standards for trafficking and slavery in supply chains.While Rheem employees conduct periodic site visits and audits of certain of our suppliers, Rheem does not specifically audit suppliers for compliance with company standards for human trafficking and slavery. If there is any reason to suspect that a supplier is not complying with human trafficking and slavery standards, then Rheem will address the matter with the supplier.

(3) Require direct suppliers to certify that materials incorporated into the product comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business. Rheem generally requires suppliers to be in compliance with all applicable laws and regulations and has requested certification from suppliers that they comply with applicable laws regarding slavery and human trafficking.

(4) Maintains internal accountability standards and procedures for employees or contractors failing to meet company standards regarding slavery and trafficking. Rheem employees are required to acknowledge and adhere to its Code of Business Conduct and Ethics (the "Code of Conduct"). While the Code of Conduct does not specifically address human trafficking and slavery, it does require that employees abide by the applicable laws and regulations in each country in which Rheem does business and report any suspected violations.

(5) Provides company employees and management, who have direct responsibility for supply chain management, training on human trafficking and slavery, particularly with respect to mitigating risks within the supply chains of products. Rheem is working to develop and implement training for members of its supply chain workforce to recognize and mitigate human trafficking and slavery risks in the supply chain.

Raypak, Inc (including its affiliates) (“Raypak”) is committed to providing quality products and conducting business honestly, fairly and with integrity. This Supplier Code of Conduct ("Code") applies to all suppliers who are part of Raypak’s supply chain and sets forth Raypak’s standards and expectations with respect to key areas of corporate responsibility.

COMPLIANCE WITH LAWS AND REGULATIONS Raypak suppliers must comply with all relevant and applicable laws and regulations, including those concerning employees, their welfare and safety and the working environment in order to do business with Raypak.

EMPLOYMENT PRACTICES Raypak expects suppliers to respect its workers and to be in compliance with the specific requirements relating to employment and working conditions contained herein.

Supplier will fairly compensate its workers, complying with all applicable laws and regulations governing wages and overtime payment for workers.
Supplier will comply with all applicable legal limits for working hours and days of service and will not exceed the maximum set by applicable laws and regulations.
Supplier will comply with all laws and regulations regarding the fair and humane treatment of its workers.
Supplier will be committed to a workforce free of harassment and unlawful discrimination.
Supplier must provide their workers with a safe and healthy working environment.
Supplier will not use, directly or indirectly, forced, slave or child labor.

ENVIRONMENTAL

Suppliers shall comply with all applicable laws, regulations and international standards regarding environmental protection, including the safety and health of the employees.

PRIVACY AND SECURITY

Supplier will commit to protecting the reasonable privacy expectations of personal information of everyone with whom it does business, including suppliers, customers and employees.

ANTI-CORRUPTION AND BRIBERY

Supplier shall abide by all applicable anti-corruption regulations and laws of the countries in which it operates, including, without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act and applicable international anti-corruption laws, rules and conventions. Supplier shall not engage in any form of corruption, extortion, embezzlement, or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law.

GIFT & GRATUITY POLICY; CONFLICT OF INTEREST

Raypak employees are prohibited from soliciting or accepting any gifts, gratuities or other monetary incentives that are designed to improperly influence business decisions or as a condition of doing business, and we expect our suppliers to adhere to these rules. Gifts should never be offered, given, or accepted by any Raypak employee if it:

Is a cash gift or cash equivalent (such as gift certificates or gift cards);
Exceeds $250.00 (USD) or local currency equivalent in value in the U.S., Canada, U.K., Netherlands, Australia, and New Zealand or $100 (USD) or local currency equivalent in all other locations (unless approved in advance by authorized management);
It can be construed as a bribe, kickback or payoff;
Is not reasonable and appropriate in the context of the business occasion; and
Violates any laws or regulations.

Supplier will not put any Raypak employee in positions that test their loyalty to Raypak or cause violations of Raypak’s Code of Business Conduct & Ethics or the law.

CONFLICT MINERALS

Supplier will comply with all applicable laws and regulation, as well as applicable requirements, intended to address the humanitarian and commercial concerns, specifically as it relates to Conflict Minerals, including regulations passed by the Securities and Exchange Commission.

Raypak reserves the right, in its sole discretion, to change the requirements of this Code from time to time.

Last Updated: December 2, 2019

Terms of Sale

Raypak, Inc.

NOTICE: Sale of any Products is expressly conditioned on the Buyer's assent to these Terms of Sale. Seller expressly objects to, and rejects, any additional or different terms proposed by the Buyer. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Terms for Sale of Products shall not be binding on either party. Any purchase order issued by Buyer and Seller’s performance of the same shall constitute the Buyer’s assent to these Terms for Sale of Products. Unless otherwise stated in Seller’s quotation, each quotation issued by Seller to Buyer shall expire 30 days from the quotation’s date and may be modified or withdrawn by Seller before receipt of the Buyer’s acceptance.

1. Definitions. "Buyer" means the entity to which Seller is selling the Products. “Products” means all equipment, parts, materials, supplies, and other goods that Seller has agreed to supply to Buyer. "Seller" means the entity selling the Products.

2. PAYMENT.

2.1 Buyer shall pay all invoices from Seller within 30 days after the date of the invoice. Buyer’s possession of a Seller Price List does not constitute an obligation on the part of Seller to sell at the prices specified on said Seller Price List. Prices in effect on date of shipment apply. Buyer shall pay Seller all invoiced amounts in US dollars. Should Buyer dispute an invoice, Buyer must notify Seller in writing of the dispute within 30 days after the date on the invoice in question or said dispute will be invalid. A late-payment fee will begin accruing on the 31st day following the invoice date at the maximum interest rate allowed by law. Buyer agrees to pay Seller’s reasonable costs (including, without limitation, attorney’s fees and court costs) to collect past due amounts. Buyer shall not be entitled to applicable discounts, rebates, freight deductions or other allowances on any orders placed while Buyer’s account is past-due.

2.2 All orders are subject to Seller's Credit Department approval and, if accepted by Seller, are accepted with the understanding that they are subject to Seller's ability to ship. Seller reserves the choice of transportation facilities and shipping point. Buyer’s orders are also subject to Seller’s order policies at the time of the order, including, without limitation, any applicable minimum order quantities, special handling charges, freight policies, etc.

2.3 If at any time Seller reasonably determines that Buyer's financial condition does not justify the continuation of Seller’s performance, Seller may require full or partial payment in advance or shall be entitled to suspend or terminate the order.

3. TAXES AND DUTIES. The prices for the Products are subject to the addition of, and Buyer is responsible for, any applicable tax, duty, fee, or other charge of any nature imposed on the sale of the Products. All payments due and payable by Buyer to Seller hereunder shall be made in the full amount of the Product price, free and clear of all deductions and withholding for taxes, duties, fees, or other charges of any nature.

4. DELIVERY; TITLE TRANSFER; RISK OF LOSS; STORAGE; RETURNS; FREIGHT.

4.1 Seller shall deliver Products to Buyer FCA Seller’s factory or warehouse shipping point (Incoterms 2020). Except for those obligations that are consistent with Incoterms specifically stated above, Seller shall not be liable in any claim asserted by Buyer with respect to delivery. Partial deliveries will be permitted. If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer will so notify Seller within 10 days after receipt. Seller may deliver any or all Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials and information necessary to proceed with the work without interruption.

4.2 Title to and risk of loss of Products shall pass to Buyer upon delivery at Seller’s factory or warehouse shipping point per the terms of Section 4.1, above, and thereafter all risk of loss or damage shall be borne by Buyer.

4.3 If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer and then may ship Products to a storage facility, including a facility within the place of manufacture, or to an agreed freight forwarder. If Seller places Products in storage or if Products are detained at any port, the following conditions shall apply: (i) title and all risk of loss or damage shall immediately pass to Buyer if they had not already passed; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices; (iii) all expenses and charges incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, demurrage, removal and any taxes shall be payable by Buyer upon submission of Seller’s invoices; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery.

4.4 Unless Seller expressly agrees otherwise in its order acknowledgement or other written transaction document, Buyer shall be responsible for arranging and contracting freight carriage. Any claims for shortages or damages suffered in transit must be submitted directly to the carrier. Where Seller allows freight with respect to a purchase order, shipment shall be freight prepaid and/or charged allowed via carrier selected by Seller. Seller reserves the right to select carrier, routing, shipping point, and method of shipment. Freight allowances will not include, and Buyer will be responsible for, any additional charges for service performed by carrier not included in road haul rates, such as stop-off charges, detention of carrier’s equipment, redeliveries, re-consignments, unloading, etc. depending on destination requirements.

4.5 In no event may Buyer return Product to Seller without (i) submitting the return request to Seller in accordance with Seller’s return material authorization procedures and (ii) obtaining prior written authorization from Seller. Each return will be subject to a restocking charge in accordance with Seller’s terms at the time of the return.

5. FORCE MAJEURE. Seller shall not be liable or in breach or default of its obligations to the extent performance of Seller’s obligations is delayed or prevented, directly or indirectly, by or from the following force majeure events: acts of God, fire, terrorism, war (declared or undeclared), epidemics or pandemics (as well as government actions or recommendations to combat and arrest the spread of any such epidemic or pandemic), material shortages, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance or any events beyond Seller’s reasonable control. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, Seller shall be entitled to an equitable price and performance time adjustment.

6. COMPLIANCE WITH LAWS.

6.1 The Product price, delivery and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change in industry specifications, codes, standards, applicable laws or regulations.

6.2 Buyer acknowledges that the Products and any related information and services are or may be subject to United States Export Administration Regulations (“EAR”) and the regulations, executive orders and other rules administered by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) that pertain to countries, persons and entities subject to trade embargoes or economic sanctions. Buyer agrees that it will not re-export or retransfer, or cause the export or re-export or retransfer, of any products sold or provided in connection with these Terms of Sale to any country subject to OFAC sanctions or embargoes or to any person, country or end use that requires a license under the EAR or OFAC regulations without first obtaining the express prior written consent of Seller and any required U.S. government authorization. This requirement is legal and regulatory in nature and shall survive indefinitely. Buyer shall indemnify and defend Seller against any and all claims, lawsuits and proceedings (and all damages, losses, costs, fees (including, without limitation, attorneys’ fees), expenses, judgments, awards, and settlements arising therefrom) brought against Seller as a result of Buyer’s breach of these Terms of Sale.

7. INTELLECTUAL PROPERTY. All intellectual property, and rights, title and interests within the Products are solely owned by Seller. Customer agrees not to, or help others, reverse engineer any Product or any portion of any Product or attempt to discover such intellectual property contained in such Product or any portion of any Product. Buyer shall promptly notify Seller if Buyer becomes aware of any attempt to reverse engineer any Product or any portion of any Product. Any designs, manufacturing drawings or other information submitted to Customer remain the exclusive property of Seller. Customer shall not, without Seller’s prior written consent, copy such information or disclose such information to a third party. Customer understands and agrees that the sale of Product under this Agreement does not transfer to Customer, and Seller will retain, any and all intellectual property rights (patents, copyrights, trademarks, trade secrets, etc.) in any Products sold hereunder.

8. LIMITED WARRANTY.

8.1 The sole and exclusive warranty offered with the Product is the limited warranty set forth in Seller’s Limited Warranty certificate that is included with the Product (or in the absence of such warranty certificate, then Seller’s then-current published limited warranty covering the Product).

8.2 If Seller did not provide a limited warranty certificate with the Product and at the time of shipment of the Products Seller did not publish a limited warranty in connection with the Product, then the Product is offered with the following limited warranty:

8.2.1 Seller warrants to Buyer that the Products shall be shipped free from defects in material, workmanship and title. The warranty period for Products shall be 90 days from delivery by Seller to Buyer according to Section 4.1 above.

8.2.2 If Products do not meet the above limited warranties, Buyer shall promptly notify Seller in writing within the warranty period. Seller shall thereupon at Seller’s option, repair or replace the defective Products. If in Seller’s reasonable judgment the Product cannot be repaired or replaced, Seller shall refund or credit monies paid by Buyer for that portion of Products that do not meet the above limited warranties. Any repair, replacement or re-performance by Seller hereunder shall not extend the applicable warranty period.

8.2.3 Seller’s limited warranty does not include labor costs. Buyer shall bear the costs of access (including removal and replacement of systems, structures or other parts of Buyer’s facility), deinstallation, reinstallation and transportation of Products to Seller and back to Buyer.

8.2.4 These warranties and remedies are conditioned upon the proper storage, installation, operation, and maintenance of the Products and conformance with the proper operation instruction manuals provided by Seller or its suppliers or subcontractors. Seller does not warrant the Products or any repaired or replacement parts against normal wear and tear or damage caused by misuse, accident, or use against the advice of Seller. Any modification or repair of any of the Products not authorized by Seller shall render the warranty null and void.

8.3 This Section 8 provides the exclusive remedies for all claims based on failure of or defect in Products, whether the failure or defect arises before or during the applicable warranty period and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. THE WARRANTIES PROVIDED IN THIS SECTION 8 ARE THE EXCLUSIVE WARRANTIES OFFERED IN CONNECTION WITH THE PRODUCTS. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY.

9.1 IN NO EVENT SHALL THE TOTAL LIABILITY OF SELLER AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SALE OR USE OF THE PRODUCTS OR ANY ORDER EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM. SELLER’S LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT BUYER MAY ENFORCE A CLAIM THAT ACCRUED PRIOR TO THAT DATE BY COMMENCING AN ACTION BEFORE THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS OR REPOSE, BUT NOT LATER THAN ONE YEAR AFTER THE EXPIRATION OF SUCH WARRANTY PERIOD. THE LIMITATIONS AND EXCLUSIONS IN THIS ARTICLE SHALL APPLY REGARDLESS OF WHETHER A CLAIM IS BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

9.2 SELLER SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR REVENUES, LOSS OF PRODUCT, LOSS OF USE OF PRODUCTS OR ANY ASSOCIATED EQUIPMENT, INTERRUPTION OF BUSINESS, COST OF CAPITAL, COST OF COVER, DOWNTIME COSTS, INCREASED OPERATING COSTS, CLAIMS OF BUYER’S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES. FURTHERMORE, SELLER SHALL NOT BE LIABLE FOR ANY ADVICE OR ASSISTANCE THAT IS NOT REQUIRED AND PAID FOR UNDER THE ORDER.

9.3 Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Terms of Sale.

10. GOVERNING LAW; DISPUTE RESOLUTION.

10.1 The validity, performance and all matters relating to the interpretation and effect of these Terms of Sale, associated order and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of the State of California, United States, excluding its rules on the conflict of laws.

10.2 All disputes, claims or controversies arising out of or relating to these Terms of Sale or the breach, termination, enforcement, interpretation or validity thereof or the purchase and sale of the Products between Buyer and Seller (“Dispute” or “Disputes”), shall be resolved in accordance with this Section, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the Dispute has not been resolved within sixty (60) days of a party’s request for negotiation, then the parties agree that any civil action to resolve said Dispute shall be litigated in the United States District Court for the Central District of California, Western Division (the “Federal Court”) or, if there is no jurisdictional basis for the Dispute to be litigated in the Federal Court, the Superior Court of Ventura County, California. The parties expressly consent to the jurisdiction and venue of said courts and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.

11. CHANGES.

11.1 Buyer may not change any aspect of an order without Seller’s written approval.

11.2 All Products delivered shall conform to Seller’s part or version number specified or (at Seller’s option) its equivalent or the superseding number subsequently assigned by Seller. If the number ordered is no longer available, Seller is authorized to ship a valid interchangeable Product without notice to Buyer.

12. GENERAL CLAUSES.

12.1 Products sold by Seller are not intended for use in connection with any nuclear facility or activity without the written consent of Seller. Buyer warrants that it shall not use or permit others to use Products for such purposes, unless Seller agrees to the use in writing. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damages, injury or contamination, and in addition to any other legal or equitable rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against any such liability. If Seller agrees in writing to any such use, the parties shall agree upon special terms and conditions that provide Seller protections against nuclear liability and which are acceptable to Seller under the then current laws that apply.

12.2 Seller may assign or novate its rights and obligations under the order, in part or in whole, to any of its affiliates without Buyer’s consent. Buyer agrees to execute any documents that may be necessary to effect Seller’s assignment or novation. The delegation or assignment by Buyer of any or all of its duties or rights under the order without Seller’s prior written consent shall be void.

12.3 If any provision of these Terms and Conditions is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.

12.4 The following Sections shall survive completion, termination or cancellation of the order: 2, 3, 4, 5, 6, 7, 8, 9, 10, 12.

12.5 These Terms and Conditions, together with Seller’s final quotation and order acknowledgement, represent the entire agreement between the parties. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing by the parties’ authorized representatives. These Terms of Sale shall prevail over any conflicting or inconsistent terms and conditions, unless expressly agreed otherwise in a signed writing by Buyer and Seller.

12.6 Buyer acknowledges that each Product to be provided by Seller under this order is of a type that has been customarily offered for sale and actually sold in substantial quantities in the commercial marketplace for use by the general public, and therefore considers each such Product to be a commercial-off-the-shelf (COTS) item. Seller reserves the right, in its sole discretion, to reject, cancel or terminate without liability any order conditioned by Buyer upon (i) receipt of cost and pricing data, (ii) its issuance of a price reasonableness determination, or (iii) receipt of data demonstrating COTS status of a Product.

12.7 Seller assumes no obligation to comply with any federal, state or local government procurement or labor laws and regulations, and any related contract terms and conditions, as may be applicable to Buyer. For avoidance of doubt, as between Buyer and Seller, Buyer assumes all risk of compliance with such laws, regulations and contract terms and conditions.

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