Pentair Residential Systems catalogue 2023

indirect) of profits, revenues, use, production, contracts, corruption or destruction of data or for any indirect, special or consequential loss or damage whatsoever. XII. COMPLIANCE WITH LAW 1. In performing this Contract, the Purchaser shall comply with all applicable laws, trade embargos, regulations, orders and other restrictions and without limiting the generality of the foregoing, do the following: (a) the Purchaser shall comply with the various national and local laws and regulations concerning occupational health, safety and pollution affected by the use, installation and operation of the Goods and other matters over which Pentair has no control, and (b) Pentair assumes no responsibility for compliance with those laws and regulations, whether by way of indemnity, warranty or otherwise. 2 . Unless otherwise expressly agreed in writing, the Purchaser shall ensure and procure that it has all licenses, consents, approvals, permissions and authorizations (“Licenses”) required in respects of the Goods. 3. Notwithstanding any provision in these Conditions to the contrary, Purchaser acknowledges to have understood Pentair’s position of no transactions with Cuba, Iran, North Korea, Syria, Russia, Belarus or the disputed regions of Crimea, Donetsk and Luhansk (“Pentair’s Position”), and confirms that it will comply with Pentair’s Position on any transactions involving the Goods. 4. Purchaser agrees not to sell, export or transfer any Goods (including, without limitation, any technical information or services supplied) to any other countries except in full compliance with all applicable governmental requirements, including but not limited to applicable US export, US re-export legislation, and measures administered by the United Kingdom, the European Union and its Member States, or the government agencies of any other countries. Any violation by the Purchaser or the end customer, of the applicable laws or regulations of the US or any other government, or where the Purchaser breaches Pentair’s Position, notwithstanding whether or not this is contrary to any aforementioned applicable laws or regulations, shall be deemed a material breach of this Contract and sufficient basis for Pentair to reject any or all orders or to terminate this Contract. Compliance with applicable legal requirements and Pentair’s Position is a prerequisite for Pentair to perform its obligations under this Contract, and if the Purchaser fails to comply with such legal requirements, then the Purchaser is incapable of meeting its obligations with Pentair and therefore is in breach of this Contract. 5. The Parties intend that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion or kickbacks or other unlawful or improper means of obtaining business. The Parties will not, directly or indirectly, pay, offer, authorize or promise any monies or anything of value (such as gifts, contributions, travel, or entertainment) to any person or organization, including any employee of Pentair or Pentair’s customers, or any government official (which includes any employee or official of any governmental authority, government owned or controlled entity, public international organization or political party or any candidate for political office) for the purpose of influencing their acts or decisions. Purchaser will take appropriate actions to ensure that any person representing or acting under its instruction or control will also comply with this clause. Purchaser will not request that Pentair takes any action which is prohibited or penalized under any anti-boycott law or regulation and any such request will be deemed null and void. Nothing in this clause or in any such request will be construed to require an agreement by Pentair to take action which is prohibited or penalized under any anti-boycott law or regulation. Without limitation, Pentair will not be required under any circumstances to take any action or make payments that Pentair believes, in good faith, would cause it or its affiliated companies to be in violation of any Anti-Corruption Laws (Anti- Corruption Laws include, collectively, the UK Bribery Act 2010, laws under the OECD Anti-Bribery Convention, the United States Foreign Corrupt Practices Act and local anti-corruption laws). 6. Except as disclosed in writing to Pentair, the Purchaser represents that it does not believe or have any reason to believe that there are any actual or potential conflicts of interest regarding its relationship with Pentair, including family members who could benefit from the commercial relationship between the Purchaser and Pentair. Neither Purchaser nor any of its representatives are or have any family members who are government officials in a position to influence the Purchaser’s commercial relationship with Pentair. 7. The Purchaser will maintain complete and accurate books and records in accordance with generally accepted accounting principles in Purchaser’s jurisdiction, consistently applied, properly and accurately recording any and all transactions involving or in any way related to Pentair. The Purchaser will maintain a system of internal accounting controls reasonably designed to ensure that its assets are used only in accordance with its management directives and that it maintains no off-the- book accounts. 8. If at any time Pentair believes in good faith that the Purchaser has breached the warranties, representations or agreements in this section XII, Pentair has the right to select an independent third party to conduct an audit at Pentair’s expense, to verify the Purchaser’s adherence to the terms in this section. The Purchaser will fully cooperate in such audit. 9. The Purchaser will notify Pentair promptly if: (a) the Purchaser has reason to believe that a breach of this Agreement (including, without limitation, this section XII) has occurred or is likely to occur; or (b) if any conflicts of interest arise. Purchaser will send all such notices to ethics@pentair.com . 10. Any breach of the warranties, representations or agreements of this section XII will constitute a material breach of this Agreement and be grounds for immediate termination for cause of any order and Pentair may withhold any delivery of Goods until such time that Pentair has received confirmation to its reasonable satisfaction that no breach has occurred or will occur. Purchaser will indemnify and hold Pentair harmless against any actions, legal claims, demands, proceedings, losses, damages, costs, expenses and other liabilities of whatever nature resulting from Purchaser’s breach of the representations, warranties and agreements contained in the this section XII. Without limitation, Pentair expressly reserves the right to refuse to enter into or perform any order, and to cancel any order, if Pentair in its sole discretion determines that such order could violate any applicable law or regulation of the United States, or any other governments. The parties agree that any such refusal or cancellation of any order, or termination of this Agreement by Pentair, as described above, will not constitute a breach of any of Pentair’s obligations under this Agreement, and the Purchaser hereby waives any and all claims against Pentair for any loss, cost or expense related thereto. XIII. RELATIONSHIP DATA & PRIVACY Pentair may collect, process and transfer certain personal data in managing its business relationship with Purchaser, such as the names and contact details of Purchaser’s personnel involved in the Contract or involved in maintaining or managing Purchaser’s use of the Goods. Pentair will handle such personal data in accordance with Pentair’s Privacy Notice, which is available at: https://www.pentair. com/en/privacy-notice.html Purchaser will provide any necessary notice to and obtain any legally-required consent from its personnel, or affiliates for Pentair’s use of their personal data. XIV. APPLICABLE LAW AND JURISDICTION Unless otherwise mutually agreed, the terms of this Contract shall be interpreted and enforced according to the national law applicable in the country where Pentair is incorporated, excluding principles of conflict of laws and the Convention on Contracts for the International Sale of Goods. Any disputes which may arise from these Conditions and/or the Contract shall be submitted solely to the competent Court of the city where Pentair has its registered office. XV. MISCELLANEOUS 1. Pentair’s warranty terms and conditions (if any) applicable to this contract will be detailed in a separate written document. To the extent permitted by law, those separate, written Warranty Terms & Conditions will be the sole warranty of Pentair and Pentair hereby expressly disclaims and Purchaser waives all other warranties expressed, implied in law or implied in fact, including any warranties of merchantability or fitness for a particular purpose. 2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as, at the relevant time, has been notified to the party giving the notice. Terms & Conditions of Sale T&C Sale_EU_v2.0 3. No waiver by Pentair of any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision. 4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.