General Terms & Conditions of Sale and Warranty.

INDUSTRY

1. DEFINITIONS: 4.6. Seller is not required to commence or continue its performance unless and
1.1. "Buyer" means the entity to which Seller is providing Products under the until any required Payment Security is received, operative and in effect and all
Contract. applicable progress payments have been received. For each day of delay in
receiving progress payments or acceptable Payment Security, Seller shall be
1.2. "Contract" means either the purchase order signed by Buyer and accepted by entitled to a matching extension of the delivery schedule.
Seller in writing, or the contract agreement signed by both parties, for the sale
of Products, together with these Terms and Conditions, Seller's final quotation, 4.7. If at any time Seller reasonably determines that Buyer’s financial condition or
and Seller's order acknowledgement. payment history does not justify continuation of Seller’s performance, Seller
shall be entitled to require full or partial payment in advance or otherwise
1.3. "Contract Price" means the agreed price stated in the Contract for the sale of restructure payments, request additional forms of Payment Security, suspend
Products, including adjustments (if any) in accordance with the Contract. its performance or terminate the Contract.

1.4. "Insolvent/Bankrupt" means that a party is insolvent, makes an assignment 5. TAXES AND DUTIES:
for the benefit of its creditors, has a receiver or trustee appointed for it or any Buyer shall be responsible for all taxes, duties, fees, or other charges of any nature
of its assets, or files or has filed against it a proceeding under any bankruptcy, in relation to the Contract other than Seller´s taxes, duties or charges expressly
insolvency dissolution or liquidation laws. accepted by written by Seller.

1.5. "Products" means the equipment, parts, materials, supplies, software, and 6. DELIVERIES:
other goods Seller has agreed to supply to Buyer under the Contract. 6.1. Seller shall deliver Products to Buyer EXW Seller’s facility or warehouse
Alcantarilla (Murcia), Spain (Incoterms 2010).
1.6. "Seller" means Sistema Azud, S.A, addressed in Poligono Industrial Oeste,
Avenida de las Américas, P 6/6 in Alcantarilla (Murcia), Spain, or the entity 6.2. If Products delivered do not correspond in quantity, type or price to those
providing Products under the Contract. itemized in the shipping invoice or documentation, Buyer shall so notify Seller
within ten (10) days after receipt. No returns of Products will be accepted,
1.7. "Terms and Conditions" means these "Terms and Conditions for Sale of unless accepted in writing by Seller.
Products", including any relevant addenda, together with any modifications or
additional provisions specifically stated in Seller's final quotation or specifically 6.3. Seller´s sole liability for any delay in the delivery of the Products shall be as
agreed upon by Seller in writing. expressly set out in these Terms and Conditions.

2. ACCEPTANCE: 6.4. Failure by Seller to meet the delivery date shall not entitle Buyer to cancel the
2.1. Acceptance of the purchase order by the Buyer and/or signing of the Contract. Buyer waives the exercise to bring any legal actions to which might
contractual agreement between the parties shall constitute Buyer´s assent to be entitled for delays due to excusable events in accordance to Section 9, or
these Terms and Conditions. Sale of any Products shall constitute Buyer´s circumstances beyond Seller´s control.
assent to these Terms and Conditions.
7. TITLE AND RISK OF LOSS:
2.2. Any acceptance of Seller’s offer is expressly limited to acceptance of these 7.1. The title and risk of loss of the Products shall pass to Buyer upon delivery in
Terms and Conditions and Seller expressly objects to any additional or accordance with Section 6.1. Notwithstanding the above, title to the Products
different terms proposed by Buyer. and Services shall remain in Seller until the full Contract price for the Products
and/or Services has been paid.
2.3. No facility entry form shall modify these Terms and Conditions even if signed
by Seller’s representative. 7.2. If any Products to be delivered under this Contract or if any Buyer equipment
repaired at Seller’s facilities cannot be shipped to or received by Buyer when
2.4. Unless otherwise specified in the quotation, Seller’s quotation shall expire 30 ready due to any cause attributable to Buyer or its other contractors, Seller
days from its date and may be modified or withdrawn by Seller before receipt may ship the Products and equipment to a storage facility, including storage
of Buyer’s conforming acceptance. Civil works, trenching, electrical system at the place of manufacture or repair, or to an agreed freight forwarder. If
and physical or chemical treatment of water are not included in Seller´s Seller places Products or equipment into storage, the following apply: (i) title
quotation. and risk of loss immediately pass to Buyer, if they have not already passed,
and delivery shall be deemed to have occurred; (ii) any amounts otherwise
3. CANCELLATION: payable to Seller upon delivery or shipment shall be due; (iii) all expenses and
3.1. No order or quotation accepted by Purchaser may be cancelled unless charges incurred by Seller related to the storage shall be payable by Buyer
accepted in writing by Seller. upon submission of Seller’s invoices; and (iv) when conditions permit and
upon payment of all amounts due, Seller shall make Products and repaired
3.2. In the event of a cancellation by Purchaser, Purchaser shall pay Seller all equipment available to Buyer for delivery.
expenses incurred by Seller related to the Contract, including but not limited
to, all commitment to its suppliers, labor and manufacturing expenses of the 8. WARRANTIES:
Products, plus an amount equal to the 15% of the aggregate of all the 8.1. Seller warrants that Products shall be delivered free from defects in material
foregoing. and workmanship and in accordance with any mutually agreed specifications.

4. PRICES AND PAYMENT: 8.2. The warranty for Products shall expire one (1) year from the shipment date of
4.1. Prices shall always be understood to be “Ex Works” EXW, packaging included. the Products. After the expiration of this (1) year period, Seller shall no longer
accept warranty claims and all obligations for warranty shall terminate.
4.2. Seller reserves the right of change prices at any time, without notice and
without updating published material on Seller´s website or in print. 8.3. If Products or Services do not meet the above warranties, Seller, at its option,
shall repair or replace defective Products, sole and exclusively when Buyer
4.3. Buyer shall pay Seller for the Products amounts in Euros €in accordance with notifies Seller in a maximum period of thirty (30) days after having notice of
the payment schedule in the Contract. the defect or anomaly. Warranty repair, replacement or re-performance by
Seller shall not extend or renew the applicable warranty period.
4.4. For each calendar month that payment is late, Buyer shall pay a late payment
charge computed at the rate of two (2) percent per month from the due date 8.4. Buyer shall obtain Seller’s agreement on the specifications of any tests Buyer
over the pending amount. plans to conduct to determine whether a non-conformance exists. Seller will
be allowed to examine the defects claimed by Buyer by the most appropriate
4.5. As and if requested by Seller, Buyer shall at its expense establish and keep in means. Buyer shall not obstruct people authorized by Seller for verifying the
force payment security in the form of an irrevocable, unconditional, sight letter non-conformance.
of credit or bank guarantee allowing for pro-rata payments as Products are
shipped, plus payment of cancellation and termination charges, and all other 8.5. This warranty will not cover (a) any defects and/or malfunction in the Products
amounts due from Buyer under the Contract (“Payment Security”). The that result from the installation, storage, installation, use, operation and
Payment Security shall be in a form confirmed and accepted by Seller. maintenance made by the Buyer or third persons (b) any defects and/or
malfunction in the Products that result from influent water which do not

1

 General Terms & Conditions of Sale and Warranty. INDUSTRY

comply with agreed parameters and/or indicated by Buyer and used for the 11. INDEMNITY:
design of the Product (c) any defects and/or malfunction in the Products that Each of Buyer and Seller (as an “Indemnifying Party”) shall indemnify the other party
result from the use of consumables not authorized by Seller in writing (c) any (as an “Indemnified Party”) from and against claims brought by a third party, on
defects and/or malfunction in the Products caused by operation conditions account of personal injury or damage to the third party’s tangible property, to the
recommended by Seller, in a enunciating but no limiting way, those caused by extent caused by the negligence of the Indemnifying Party in connection with this
higher pressure, water quality, electrical voltage, or by exposure to aggressive Contract. For purposes of Seller’s indemnity obligation, no part of the Products or
environments ( saline, acid and others) (d) Products which have been places where Products are used is considered third party property.
repaired or modified by Buyer or by non-authorized person by Seller, and/or
Products which have been repaired or modified without following the 12. COMPLIANCE WITH LAWS:
instructions given by Seller (e) any damages caused by the installation and 12.1. Buyer shall comply with laws applicable to the application, operation, use and
operation of the Products in places or environments in which the conditions disposal of the Products.
do not allow the optimal performance of the Products (f) normal wear and tear
of Products (g) any loss, personal injury, damage in property caused by the 12.2. Seller’s obligations are conditioned upon Buyer’s compliance with all
installation, storage, use, operation and maintenance of Products by Buyer or applicable trade control laws and regulations. Buyer shall not trans-ship, re-
third parties (h) any damages or defects in systems or equipment where export, divert or direct Products other than in and to the ultimate country of
Products are integrated or incorporated in the event of malfunction (i) any destination declared by Buyer and specified as the country of ultimate
damages or defects that result from fortuitous facts and force majeure destination on Seller’s invoice.
(according to Section 9) (j) any damages caused by operation conditions
different from those recommended by Seller. 12.3. Notwithstanding any other provision, Buyer shall timely obtain, effectuate and
maintain in force any required permit, license, exemption, filing, registration
8.6. Buyer shall bear the costs of access for Seller’s remedial warranty efforts and other authorization, for the sale of Products.
(including removal and replacement of systems, structures or other parts of
Buyer’s facility), de-installation, decontamination, re-installation and 13. LIMITATION OF LIABILITY:
transportation of defective Products to Seller and back to Buyer. 13.1. The total liability of Seller for all claims of any kind arising from or related to
the formation, performance or breach of this Contract, or any Products, shall
8.7. This warranty will only cover Products, materials and components which have not exceed the (i) Contract Price, or (ii) if Buyer places multiple order(s) under
been manufactured by Seller. This warranty is not a consumer or final users the Contract, the price of each particular order for all claims arising from or
warranty and does not extend to anyone others than those trade customers related to that order and ten thousand Euros (€10,000) for all claims not part
who directly purchase from Seller. of any particular order.

8.8. This Section 8 provides the exclusive remedies for all claims based on failure 13.2. Seller shall not be liable for loss of profit or revenues, loss of use of
of or defect in Products, regardless of when the failure or defect arises, and equipment or systems, interruption of business, cost of replacement power,
whether a claim, however described, is based on contract, warranty, cost of capital, downtime costs, increased operating costs, any special,
indemnity, tort/extra-contractual liability (including negligence), strict liability or consequential, incidental, indirect, or punitive damages, or claims of Buyer’s
otherwise. The warranties provided in this Section 8 are exclusive and are in customers.
lieu of all other warranties, conditions and guarantees whether written, oral,
implied or statutory, including any warranty of merchantability or of fitness for 13.3. All Seller liability shall end upon expiration of the applicable warranty period,
a particular purpose. Seller shall not accept other warranty from expressed provided that Buyer may continue to enforce a claim for which it has given
herein. notice prior to that date by commencing an action or arbitration, as applicable
under this Contract, before expiration of any statute of limitations or other
9. FORCE MAJEURE: legal time limitation but in no event later than one year after expiration of such
9.1. Seller shall not be liable or considered in breach of its obligations under this warranty period.
Contract to the extent that Seller’s performance is delayed or prevented,
directly or indirectly, by any cause beyond its reasonable control, or by armed 14. GENERAL CLAUSES:
conflict, acts or threats of terrorism, epidemics, strikes or other labor 14.1. Products sold by Seller are not intended for use in connection with any other
disturbances, or acts or omissions of any governmental authority or of the activity than those specified in the Contract and Buyer warrants that it shall
Buyer or Buyer’s contractors or suppliers. not use or permit others to use Products for other purposes, without the
advance written consent of Seller. If, in breach of this, any such use occurs,
9.2. If an excusable event occurs, the schedule for Seller’s performance shall be disclaims all liability for any damage, injury, expenses or contamination, and,
extended by the amount of time lost by reason of the event plus such in addition Buyer shall indemnify and hold Seller harmless against all such
additional time as may be needed to overcome the effect of the event. liability.

10. TERMINATION AND SUSPENSION: 14.2. The following Sections shall survive termination or cancellation of the
10.1. Seller may terminate or suspend the Contract (or the portion affected) for Contract: 4,5,6,7, 8, 9, 10,11,12,13,14 and 15.
cause if Buyer (i) becomes Insolvent/Bankrupt, or (ii) commits a material
breach of the Contract , including but not limited, failure or delay in Buyer 14.3. No modification, amendment, rescission or waiver shall be binding on either
providing Payment Security , making any payment when due, or fulfilling any party unless agreed in writing.
payment conditions.
15. GOVERNING LAW AND DISPUTE RESOLUTION:
10.2. If the Contract (or any affected portion thereof) is terminated for reasons in 15.1. This Contract shall be governed by and construed in accordance with the
Section 10.1, or any reason other than Seller´s default, Buyer shall pay Seller laws of (i) Spain if Buyer’s place of business is the territory of the European
for all completed Products and in-work process Products, all expenses Union or (ii) England and Wales if the Buyer’s place of business is outside the
incurred by Seller related to the Contract, plus expenses reasonably incurred territory of the European Union, in either case without giving effect to any
by Seller in connection with the termination. choice of law rules that would cause the application of laws of any other
jurisdiction (the “Governing Law”).
10.3. Either Buyer or Seller may terminate the Contract (or the portion affected)
upon twenty (20) days advance notice if there is an excusable event (as 15.2. All disputes arising in connection with this Contract, including any question
described in Section 9) lasting longer than one hundred and twenty (120) regarding its existence or validity shall be resolved (i) by the city of Murcia´s
days. In such case, Buyer shall pay to Seller amounts payable under Section Courts if Buyer´s place of business is in the territory of the European Union (ii)
10.2. if the Buyer’s pertinent place of business is outside the territory of the
European Union, the dispute shall be submitted to and finally resolved by
10.4. Buyer shall pay all reasonable expenses incurred by Seller in connection with arbitration under the Rules of Arbitration of the International Chamber of
a suspension. The schedule for Seller’s obligations shall be extended for a Commerce (“ICC”). The number of arbitrators shall be one, selected in
period of time reasonably necessary to overcome the effects of any accordance with the ICC rules. The seat, or legal place, of arbitration, shall be
suspension. London, England. The arbitration shall be conducted in English. The decision
of the arbitrator shall be final and binding upon both parties, and neither party
shall seek recourse to a law court or other authority to appeal for revisions of
the decision.