CABLETECH GET THE ENGINEERING SUPPORT YOU NEED

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A: 8 OPTIONS FOR SYSTEM DESIGN AND PROJECT PLANNING SERVICES B: 8 OPTIONS FOR POST-SALES OPERATIONAL SUPPORT & FIELD SERVICES GET THE ENGINEERING SUPPORT YOU NEED WITH SPEED ©2021 Southwire Company, LLC. All rights reserved. ®Registered Trademark & ™Trademark of Southwire Company, LLC. For more information on how Southwire can help provide you with a total solution, contact your local Southwire Sales Representative or visit Southwire.com today! For more information on these premium engineering services, please view the terms and conditions. To redeem you technical service points, please email [email protected]. For questions about this program, please contact [email protected] or [email protected]. CABLETECH You know that Southwire SPEED Services can get you what you need when and where you need it, but did you know that these orders also come with Southwire’s signature engineering support backed by the CableTechSupport team? For every $25,000 in orders you place with Southwire SPEED Services you will receive one technical service point* to be used toward a premium engineering service. *A maximum of 50 points can be earned. Points will expire 90 days after purchase. 2 Points = 2-Hour Virtual Consultation Consultation to Inspect or Evaluate Aged or Overloaded Cable Systems *48-Hour Lead Time 2 Points = 2-Hour Virtual Consultation Consultation to Inspect or Evaluate Cables Exposed to an Extreme Weather or Harsh Environment *48-Hour Lead Time 2 Points = 2 Hours on 1 Set of Electrical Parameters Advanced Electrical Parameters Including Impedance Values for 1 MV Cable Design *48-Hour Lead Time 2 Points = 2 Hours on 1 Modeling Overall Electrical System Modeling & Calculation (for Customers Outside of North America) *48-Hour Lead Time 2 Points = 2 Hours on 1 Ampacity Modeling Ampacity Modeling at One Operating Temperature to Validate a Specific Installation Method *48-Hour Lead Time 2 Points = 2 Hours on 1 Pull Calculation Advanced Cable Pull Calculation, Route Adjustments, Cable or Conduit Resizing *48-Hour Lead Time 1 Point = 10 Calculations+Redesign Conduit Fill/Jamming Comparisons on Multiple Cable Sizes or Plexed Assembly Cable Redesign to Meet NEC/NESC *24-Hour Lead Time 1 Point = 1 Hour on 5 Short Circuit Calculations ICEA Short Circuit Calculation for Conductor vs. Shield at 3 Different Cycles (15, 30, 60) *48-Hour Lead Time 1 Point = 1 Hour on 3 Master Spec Data Compile & Supply Master Spec Data to Support EPC Project Planning & Electrical System Modeling *24-Hour Lead Time 1 Point = 1 Hour Training Premium Cable Design Workshop with a Formal Spec Review or New Spec Creation for Complex Projects *24-Hour Lead Time 30 Points = 3-Day Trip = 1 VLF Test MV Cable Diagnostics Using VLF Tan Delta Electrical Testing in the Field (ex. T&E) *10-Business Day Lead Time 20 Points = 2-Day Trip Field Visit to Supervise Challenging Cable Pulls, Complex Routes, or Challenging Installations (ex. T&E) *10-Business Day Lead Time 20 Points = 2-Day Trip on 1 Cable Segment Nitrogen Purging Service or Training On-Site to Dry Wet Cables from Field Exposures (ex. T&E) *10-Business Day Lead Time 1 Point = 1-Hour Conference Call Consultation Urgent Inspector or AHJ (Authority Having Jurisdiction) Support Related to Codes & Standard Compliances or Solutions *24-Hour Lead Time 1 Point = 1-Hour Conference Call Consultation Cable Assessments or Field Damage Consultation to Make Repair vs. Replace Decisions *24-Hour Lead Time 1 Point = 1-Hour Conference Call Consultation Utility System Consultations Including Substation, Switchgear, Transformer, Distribution System, Troubleshooting *24-Hour Lead Time

Transcript of CABLETECH GET THE ENGINEERING SUPPORT YOU NEED

A: 8 OPTIONS FOR SYSTEM DESIGN AND PROJECT PLANNING SERVICES

B: 8 OPTIONS FOR POST-SALES OPERATIONAL SUPPORT & FIELD SERVICES

GET THE ENGINEERINGSUPPORT YOU NEED

W I T H S P E E D

©2021 Southwire Company, LLC. All rights reserved. ®Registered Trademark & ™Trademark of Southwire Company, LLC.

For more information on how Southwire can help provide you with a total solution, contact your local Southwire Sales Representative or visit Southwire.com today!

For more information on these premium engineering services, please view the terms and conditions.To redeem you technical service points, please email [email protected] questions about this program, please contact [email protected] or [email protected].

CABLETECH

You know that Southwire SPEED™ Services can get you what you need when and where you need it, but did you know that these orders also come with Southwire’s signature engineering support backed by the CableTechSupport™ team?

For every $25,000 in orders you place with Southwire SPEED™ Services you will receive one technical service point* to be used toward a premium engineering service. *A maximum of 50 points can be earned. Points will expire 90 days after purchase.

2 Points = 2-Hour Virtual Consultation Consultation to Inspect or Evaluate Aged or Overloaded Cable Systems *48-Hour Lead Time

2 Points = 2-Hour Virtual ConsultationConsultation to Inspect or Evaluate Cables Exposed to an Extreme Weather or Harsh Environment *48-Hour Lead Time

2 Points = 2 Hours on 1 Set of Electrical Parameters Advanced Electrical Parameters Including Impedance Values for 1 MV Cable Design *48-Hour Lead Time

2 Points = 2 Hours on 1 ModelingOverall Electrical System Modeling & Calculation (for Customers Outside of North America) *48-Hour Lead Time

2 Points = 2 Hours on 1 Ampacity ModelingAmpacity Modeling at One Operating Temperature to Validate a Specific Installation Method*48-Hour Lead Time

2 Points = 2 Hours on 1 Pull Calculation Advanced Cable Pull Calculation, Route Adjustments, Cable or Conduit Resizing *48-Hour Lead Time

1 Point = 10 Calculations+Redesign Conduit Fill/Jamming Comparisons on Multiple Cable Sizes or Plexed AssemblyCable Redesign to Meet NEC/NESC *24-Hour Lead Time

1 Point = 1 Hour on 5 Short Circuit Calculations ICEA Short Circuit Calculation for Conductor vs. Shield at 3 Different Cycles (15, 30, 60) *48-Hour Lead Time

1 Point = 1 Hour on 3 Master Spec Data Compile & Supply Master Spec Data to Support EPC Project Planning & Electrical System Modeling *24-Hour Lead Time

1 Point = 1 Hour TrainingPremium Cable Design Workshop with a Formal Spec Review or New Spec Creation for Complex Projects *24-Hour Lead Time

30 Points = 3-Day Trip = 1 VLF TestMV Cable Diagnostics Using VLF Tan Delta Electrical Testing in the Field (ex. T&E)*10-Business Day Lead Time

20 Points = 2-Day TripField Visit to Supervise Challenging Cable Pulls, Complex Routes, or Challenging Installations (ex. T&E)*10-Business Day Lead Time

20 Points = 2-Day Trip on 1 Cable SegmentNitrogen Purging Service or Training On-Site to Dry Wet Cables from Field Exposures (ex. T&E) *10-Business Day Lead Time

1 Point = 1-Hour Conference Call ConsultationUrgent Inspector or AHJ (Authority Having Jurisdiction) Support Related to Codes & Standard Compliances or Solutions *24-Hour Lead Time

1 Point = 1-Hour Conference Call ConsultationCable Assessments or Field Damage Consultation to Make Repair vs. Replace Decisions*24-Hour Lead Time

1 Point = 1-Hour Conference Call Consultation Utility System Consultations Including Substation, Switchgear, Transformer, Distribution System, Troubleshooting*24-Hour Lead Time

Southwire SPEED™ Premium Service Offering Terms and Conditions

1. Introduction. The Southwire SPEED™ Services Premium Service Offering (the “Offering”) is offered and conducted by Southwire Company, LLC (“Southwire”) each in accordance with these Premium Service Offering Terms and Conditions (“Rules”). Any customer who participates in the Offering (“Participant”) by electing to redeem Points (as defined below) for the select services defined herein (“Services”) agree to abide and be bound by these Rules, all other applicable guidelines and applicable law, and the decisions of Southwire with respect to the Offering, which are final and binding in all respects. The failure to comply with any of the foregoing by customer will result in disqualification from the Offering at Southwire’s sole discretion.

2. Earning Points. Any customer of Southwire who orders products or services from Southwire SPEED™ Services will be awarded one (1) premium service point (“Point”) for each $25,000.00 on a single purchase order actually paid by the customer after the effective date of these Rules (excluding taxes), which such Point shall only be redeemable in accordance with these Rules. No partial points will be awarded and a maximum of fifty (50) Points can be earned under any single purchase order regardless of the purchase order amount. Southwire will notify each customer who has earned a Point using the contact information provided to Southwire at which instance (and no sooner) the customer shall be deemed to have been awarded the Point (the date of notice, the “Award Date”). Southwire will not be responsible for failure to timely award any Point. In the event any amounts paid by customer to Southwire for products or services from Southwire SPEED™ Services are at any time refunded by Southwire for any reason, such amounts shall not be considered towards the threshold for award above. In such event, Southwire shall be entitled to immediately cancel any Points not yet redeemed in accordance with these Rules and any Points redeemed for Services that have not yet been performed by Southwire, which such Points would not have been awarded but for the prior consideration of such refunded or credited amounts.

3. Redeeming Points. To redeem a Point, a customer shall provide notice to Southwire of its election to redeem the Point (alone or together with other Points) along with the valid purchase order number for the underlying order of value from Southwire SPEED™ Services not later than ninety (90) days after the Award Date for such Point (the date of notice, the “Redemption Date”). Such notice shall set forth the quantity of Points that the customer wishes to redeem and the Services desired in exchange therefore (and may be included in the related order for value from Southwire SPEED™ Services). Any Point not redeemed in accordance with these Rules within ninety (90) days of the Award Date for such Point shall be deemed expired and Southwire shall not be required to provide any notice of such expiration. Each Point may only be redeemed once and may only be redeemed for the Services described in these Rules subject to availability of such Services as of the Redemption Date, at Southwire’s sole discretion. The Services are intended solely as add-on services and Points are only redeemable in connection with a future order of value from Southwire SPEED™ Services except as otherwise agreed in writing by Southwire, which such agreement may be withheld in Southwire’s sole discretion (regardless of any prior conduct). No more than fifty (50) Points may be redeemed with respect to any given order of value from Southwire SPEED™ Services. A Point may not be redeemed by any party except the party awarded the Point by Southwire (and any attempted assignment of Points without Southwire’s prior express written approval shall be void). The Points required for a given Service may be changed by Southwire at any time upon notice to the customer (which shall be deemed received if such notice is publicly posted on Southwire’s website and be deemed effective on the date of receipt).

4. Services. Points may be redeemed in accordance with these Rules solely for the Services set forth on Exhibit A – Premium Service Offering Description attached hereto and incorporated herein by reference. The description of Services set forth in these Rules shall control in the event of any inconsistency with any other description of the Services (including, without limitation, any set forth in the related order for value of Southwire SPEED™ Services or notice of redemption) and no substitutions shall be permitted. The description of the Services set forth herein may be altered by Southwire at any time upon notice to the customer (which shall be deemed received if and at such time such notice is publicly posted on Southwire’s website and be deemed effective on the date of receipt). In any event, the scope of the Services described in Exhibit A– Premium Service Offering Description shall be subject to the sole discretion of Southwire.

All Services provided by Southwire in exchange for Points redeemed in accordance with these Rules shall be subject to these Rules and the terms and conditions set forth on Exhibit B – Southwire SPEED™ Premium Services Offering Terms and Conditions of Service attached hereto and incorporated herein by reference (“Terms and Conditions of Service”) and no other terms or conditions. Without limiting the foregoing, the Terms and Conditions of Service shall, with respect to the Services, control in the event of conflict with any other document, including any written agreement between Southwire and Participant for other products or services (including products or services similar or identical to the Services), including any related order of value for Southwire SPEED™ Services. All products or services provided by Southwire in connection with the Services but not included in the Offering may be subject to Southwire’s then standard rates and applicable terms and conditions.

5. Scheduling. Southwire makes no representations or guarantees whatsoever with respect to availability of the Services at any given time or with respect to any schedule for performance or completion of the Services once Points are redeemed therefore, and hereby disclaims any representation to the contrary. Notwithstanding the foregoing, Southwire will use commercially reasonable efforts to schedule the Services (subject to availability) at or around the time requested by Participant or during or about the time of performance of the services to be provided by Southwire under the related order of value from Southwire SPEED™ Services.

6. End of Offering. Southwire may at any time terminate the Offering effective upon notice to customer thereof (which shall be deemed received if such notice is publicly posted on Southwire’s website). In the event of such termination, customer shall have fifteen (15) days following the effective date of termination to redeem any unused and unexpired Points in accordance with these Rules. These Rules and the Terms and Conditions of Service shall continue to apply and be binding in full force and effect with respect to any Services provided by Southwire after termination of the Offering.

7. Disputes. Except where prohibited by applicable law, a Participant agrees that: (a) any and all disputes, claims, and causes of action arising out of or connected with the Offering or the Services provided in connection therewith shall be resolved individually, without resort to any form of class action suit, and exclusively by a court of competent jurisdiction situated in Carrollton, Georgia; (b) any and all claims, judgments, and awards shall be limited to actual out of pocket costs incurred by the Participant (excluding attorneys’ fees) and under no circumstances will the Participant be permitted to obtain awards or judgements for, and the Participant hereby waives all rights to claim, any punitive, incidental, special, or consequential damages. All issues and questions concerning the construction, validity, interpretation, and enforceability of these Rules, or the rights and obligations of a Participant and Southwire in connection with the Offering, will be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to any choice of law or conflict of law rules (whether of the State of Georgia or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Georgia.

8. Release. Each Participant agrees to hold harmless Southwire and its promotional partners and its and their respective parent companies, affiliates, participating retailers, distributors, suppliers, advertising, and promotion agencies and each of its and their respective officers, directors, employees, representatives, and agents (collectively, the “Released Parties”), from and against any and all claims and causes of action (regardless of the form of action), including but not limited to any liability, loss, injury, and damage to Participants or any other person or entity, including personal injury or death, and damage to personal or real property, due in whole or in part, directly or indirectly, by reason of participation in the Offering or the acceptance, possession, use, or misuse of any Service.

9. Publicity. Except where prohibited by applicable law, participation in the Offering constitutes each Participant’s consent to Southwire and its agents’ use of Participant’s name, likeness, voice, opinions, and city of residence for promotional purposes in any media, worldwide in perpetuity (unless prohibited by law), without further payment or consideration.

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Exhibit A – Premium Service Offering Description

There are a total of sixteen (16) different Services included in the Offering (eight (8) relating to system design and project planning services and eight (8) relating to post-sales operational support and field services) each of which is described in further detail below.

Exhibit B - Southwire SPEED™ Premium Services Offering Terms and Conditions of Service

All Services provided by Southwire in exchange for Points pursuant to orders placed by Participant in accordance with the Premium Service Offering Terms and Conditions are subject to the following “Terms and Conditions of Service”, which shall, with respect to the Services, control in the event of conflict with any other document, including any written agreement between Southwire and Participant for other services (including services similar or identical to the Services), including any related order of value for Southwire SPEED™ Services. All capitalized terms used and not otherwise defined herein shall have the meaning given to them in the Premium Service Offering Terms and Conditions.

1. SERVICES.

1.1 The order for Services and the Premium Service Offering Terms and Conditions set forth the scope of Services and schedule therefore, which shall be at Southwire’s sole discretion.

1.2 Participant shall pay any and all applicable taxes and duties, however designated, incurred as a result of or otherwise in connection with the Services, excluding taxes based upon the net income of Southwire. If any are required, Participant shall be responsible, at Participant’s sole cost, for procuring all consents, licenses, approvals or permissions (whether from governmental authorities or any third party) as may be necessary to enable Southwire to perform the Services and shall indemnify and hold Southwire and the other Released Parties harmless for any failure of the foregoing. Participant shall reimburse Southwire for all reasonable expenses incurred by Southwire (or its agents or employees) in connection with the performance of the Services, including, but not limited to, travel and lodging expenses, communications charges and the cost of supplies.

1.3 Participant shall provide agreed upon information, site and system access and facilities as are reasonably necessary to enable Southwire to perform the Services. Participant acknowledges and agrees that Southwire’s performance is dependent on and subject to performance by Participant of their obligations associated with the Services in a timely manner. Southwire shall be entitled to rely on, and Participant shall be responsible for, all decisions, instructions and approvals of Participant project, administrative and other personnel in connection with the Services. Participant will be responsible for the safety of all Southwire personnel while on Participant premises.

2. SOUTHWIRE’S INTELLECTUAL PROPERTY RIGHTS.

2.1 With respect to any software deliverables, Southwire grants to Participant a limited, nonexclusive license, without the right to sublicense, to use the software, subject to the following: (i) the software may be used only in conjunction with the Services as specified by Southwire; (ii) the software must be kept strictly confidential, and not shared with any third party; (iii) the software shall not be copied, reverse engineered, or modified; (iv) Participant’s right to use the software terminates immediately when the Services are no longer used by Participant or when otherwise terminated in writing by Southwire’s written notice; and (v) any additional terms and conditions provided by Southwire or included with the delivery of the software (e.g., end user license agreement).

2.2 All rights, title and interest in the Services, deliverables, software and all other Southwire property shall remain in Southwire and, to the extent necessary to perfect such rights are hereby assigned to Southwire by Participant. Nothing in these Terms and Conditions of Service shall preclude Southwire from developing for itself, or for others, materials which are competitive with those delivered hereunder or produced by Participant in connection with the Services.

3. CONFIDENTIAL INFORMATION.

3.1 “Confidential Information” means any information or data that is disclosed by or on behalf of a party (in such capacity, the “Disclosing Party”) to the other party (in such capacity the “Receiving Party”) under or in contemplation of these Terms and Conditions of Service or otherwise in connection with the Services and that (i) if in tangible form or other media that can be converted to readable form, is clearly marked or otherwise designated as confidential when disclosed, (ii) if intangible, is clearly identified as confidential when disclosed or (iii) whether tangible or intangible, concerns the Disclosing Party’s past or present vendors, customers, business partners, plans, strategies, financial condition, software, product and service offerings, methodologies, models, or other proprietary technology or intellectual property.

3.2 With respect to all Confidential Information of the Disclosing Party, the Receiving Party will keep such Confidential Information confidential and will: (i) use the Confidential Information only in connection with the evaluation of the performance or receipt of the Services or as may otherwise be permitted by another written agreement between the parties; (ii) restrict disclosure of the Confidential Information solely to those employees, agents and independent contractors of the Receiving Party (collectively, “Authorized Parties”) with a “need to know” (as defined below) and who are subject to obligations of confidentiality substantially similar to those imposed by these Terms and Conditions of Service; (iii) advise Authorized Parties who gain access to Confidential Information of their obligations with respect to the Confidential Information; (iv) make only the number of copies of the Confidential Information necessary to disseminate the information to Authorized Parties, and ensure that any confidentiality notices set forth on the Confidential Information are reproduced in full on such copies; and (v) safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure and use as the Receiving Party uses to protect its own confidential information. As used herein, a “need to know” means that the Authorized Party requires access to Confidential Information in order to perform such Authorized Party’s responsibilities in connection with the matters contemplated hereby.

3.3 The prohibitions on disclosure of Confidential Information contained herein shall not apply to Confidential Information that: (i) is or becomes available to the public through no breach of these Terms and Conditions of Service; (ii) was previously known by the Receiving Party without any obligation to hold it in confidence; (iii) is received from a third party free to disclose such information without restriction; or (iv) is independently developed by the Receiving Party without the use of or reference to Confidential Information of the Disclosing Party. Furthermore, the prohibitions on disclosure of Confidential Information contained herein shall not apply to the extent that such Confidential Information is disclosed as required by law or regulation or in response to a valid order of a court or other governmental body of the United States, Canada or any political subdivisions thereof, but only to the extent of and for the purposes of such law, regulation, or order and only if the Receiving Party (if permitted by law) first notifies the Disclosing Party so that the Disclosing Party may seek an appropriate protective order.

3.4 The prohibitions on disclosure of Confidential Information contained herein will remain in effect with respect to particular Confidential Information for a period of two (2) years from the date of disclosure of such Confidential Information except that with respect to Confidential Information constituting a trade secret such prohibitions will remain in effect for so long as such Confidential Information remains a trade secret under applicable law.

3.5 Confidential Information, including permitted copies, will be deemed the property of the Disclosing Party. The Receiving Party will, within fifteen (15) days following a written request by the Disclosing Party, return all Confidential Information, including all copies thereof, to the Disclosing Party or destroy all such Confidential Information; provided, however, that the foregoing shall not be deemed to prohibit (i) Participant retaining and using any work product developed by Southwire in connection with the Services, notwithstanding that Confidential Information of Southwire may be contained or embodied therein, or (ii) Southwire from retaining a reasonable number of copies of such work product for its internal record keeping purposes.

4. LIMITED WARRANTY TERMS.

4.1 Participant is solely responsible for determining the fitness and suitability of Services and any related deliverables for the use contemplated by Participant. Participant assumes all responsibility for any loss, damage, or injury (including death) to persons or property arising out of, connected with, or resulting from the acceptance, possession, use, or misuse of any Services and any related deliverables, either alone or in combination with other services, products or components.

4.2 SOUTHWIRE DOES NOT WARRANT ANY SPECIFIC RESULTS OR OUTPUT, ANY ACCURACY OF CALCULATIONS, OR FUNCTIONALITY OF ANY SOFTWARE DELIVERABLES, WHICH ARE PROVIDED “AS-IS”. THIS SECTION 4 SETS FORTH THE ONLY WARRANTIES OF SOUTHWIRE, ITS SUBCONTRACTORS, AGENTS AND AFFILIATES CONCERNING THE SERVICES AND DELIVERABLES, AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS OF SALE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF WORKMANSHIP, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED BY SOUTHWIRE AND WAIVED BY PARTICIPANT.

5. LIMITATION ON LIABILITY.

5.1 In no event shall either party be liable to the other for consequential, special, indirect, incidental or punitive loss, damage or expenses (including, without limitation, loss of data, lost profits, lost revenues or lost savings or third party liquidated damages) in connection with the Services or these Terms and Conditions of Service even if such party has been advised of the possibility of such damages or the same are generally foreseeable.

5.2 Without limitation, Southwire and its agents shall not be liable for: (a) any incorrect or inaccurate information, whether caused by a Participant, printing errors, or by any of the equipment or programming associated with or utilized in the Services; (b) technical, hardware, software, or electronic malfunctions of any kind, including without limitation, any such malfunction arising out of or in connection with any Service; (c) any injury to persons (including death) or damage to property which may be caused, directly or indirectly, in whole or in part, from receipt or use or misuse of any Service; or (d) any violation of any federal, state, provincial or local law, rule, regulation, or ordinance by Participant.

5.3 Any action by Participant in connection with the Services must be brought by Participant within thirty (30) days after the cause of action arose.

5.4 Except as prohibited by applicable law Southwire’s liability to Participant for any and all claims concerning the Services, regardless of theory under which they arise, shall be limited to providing credit to Participant for the Points redeemed by Participant in accordance with the Premium Service Offering Terms and Conditions for the Services with respect to which the claim arises. Any Points credited to Participant pursuant to this Section 5.4 shall be subject to the Premium Service Offering Terms and Conditions and be deemed awarded to Participant thereunder on the date of such credit.

5.5 The warranty terms and allocations of liability in these Terms and Conditions of Service represent the agreed, bargained-for understanding of the parties. The limitations on liability and remedies and exclusion of damages stated in these Terms and Conditions of Service are intended by the parties to apply regardless of the form of any claim a party may bring, whether such claim arises in tort (including negligence, regardless of form, and strict liability) or contract or is provided by statute or otherwise, and regardless of whether any remedy provided herein fails of its essential purpose.

6. DISPUTE RESOLUTION.

6.1 In the event of any controversy or claim arising out of or relating to the Services or these Terms and Conditions of Service (a “Dispute”), at the written request of either party, each of the parties shall designate a representative from its senior management who does not devote substantially all of his or her time to performance under these Terms and Conditions of Service, to attempt to resolve the Dispute. The designated representatives shall negotiate in good faith in an effort to resolve the Dispute over a period of ten (10) business days, unless they mutually conclude that amicable resolution of the Dispute through such efforts does not appear likely.

6.2 If a Dispute is not resolved pursuant to Section 6.1, a party may elect to file a lawsuit in order to seek available remedies against the other party in accordance with the terms of these Terms and Conditions of Service.

6.3 Notwithstanding the foregoing, in the case of Disputes involving non-payment, breach of confidentiality requirements or infringement of intellectual property rights, either party may seek available remedies, including injunctive remedies, in the State and Federal courts in Fulton County, Georgia without the necessity of the foregoing procedures. Furthermore, the parties acknowledge that any violation by a party of its obligations under Section 3 with respect to the Confidential Information of the other party would cause irreparable harm to such other party, for which monetary damages would be an inadequate remedy, and in such event agree that such other party shall be entitled to injunctive relief therefore, without the necessity of posting a bond.

7. MISCELLANEOUS.

7.1 If any term or provision of these Terms and Conditions of Service or any application thereof shall be found to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof, other applications thereof or the whole of these Terms and Conditions of Service, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.

7.2 In connection with these Terms and Conditions of Service each party is an independent contractor and as such does not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose.

7.3 Any notice or other communication given pursuant to these Terms and Conditions of Service shall be in writing and shall be effective either when delivered personally or via overnight carrier with proof of delivery to the party for whom intended, or five (5) days following deposit of the same into the United States or Canadian mail (certified mail, return receipt requested, first class postage prepaid), as applicable, addressed to such party at the address set forth on the signature page of these Terms and Conditions of Service. Either party may designate a different address by notice to the other given in accordance herewith.

7.4 Neither party shall be liable for any delays or failures in performance due to or arising in connection with circumstances beyond its control, including, without limitation, accidents, machinery or equipment breakdown, strikes or labor troubles, material shortages, supply chain shortages, fires, floods, war, public disturbances or riots, government allocations, acts of God, acts of terrorism, epidemics, pandemics, or quarantines or other measures taken to ensure compliance with government issued health guidelines. Southwire shall also not be liable for any delay or failure in performance due to or arising in connection with (i) any instructions of Participant or any information provided by Participant or its agents to Southwire; (ii) any act or omission of Participant or any third party supplier of Participant; (iii) any breach by Participant of any of its obligations hereunder or violation of applicable law; or (iv) the inaccuracy or non-occurrence of any assumption agreed to by the parties.

7.5 These Terms and Conditions of Service set forth the entire understanding between the parties hereto and supersede all prior agreements, arrangements and communications, whether oral or written, with respect to the subject matter hereof. Section headings are for convenience and are not a part hereof. These Terms and Conditions of Service may not be modified or amended except by the mutual written agreement of the parties. Any purchase order or similar document or instrument of Participant is intended solely for administrative convenience and no term or condition therein shall affect the terms herein.

7.6 These Terms and Conditions of Service shall be governed by and construed in accordance with the internal substantive laws of the State of Georgia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any of the transactions contemplated hereby. Participant consents to exclusive jurisdiction and venue in the state and federal courts in Carrollton, Georgia. In any action or suit to enforce any right or remedy under these Terms and Conditions of Service or to interpret any provision of these Terms and Conditions of Service, the prevailing party shall be entitled to recover its costs, including reasonable attorney’s or legal fees.

7.7 These Terms and Conditions of Service are not for the benefit of any third party. Notwithstanding anything to the contrary herein, Southwire may delegate or subcontract the performance of all or any portion of its duties hereunder.

7.8 The parties to these Terms and Conditions hereby confirm their express wish that these Terms and Conditions, as well as all other documents related to it, including but not limited to all confirmations, notices, waivers, consents and other communications between the parties in connection with these Terms and Conditions be in the English language only and declare themselves satisfied with this (les parties aux présentes conditions générales confirment par la présente leur souhait exprès que ces conditions générales, ainsi que tous les autres documents s’y rapportant, y compris, mais sans s’y limiter, toutes les confirmations, avis, renonciations, consentements et autres communications entre les parties en rapport avec ces Termes et Conditions sont en anglais uniquement et se

déclarent satisfaits de cela).

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