SCHNEIDER ELECTRIC
GENERAL TERMS AND CONDITIONS OF PURCHASE(Mongolia)

1.

DEFINITIONS
For the purpose of these Terms and Conditions, capitalised terms shall have the meanings ascribed to them as follows,
unless the context would obviously require otherwise:“Agreement” means the collective contractual documents set out in and defined in Clause 2(a), which makes up theentire agreement between Schneider Electric and the Supplier that govern the purchase by Schneider Electric and the
supply by Supplier of Products, Works and/or Services.
“Advance Payment Bond” shall have the meaning set out in Clause 9(a)(ii).
“Advance Payment Bond Maturity Date” shall have the meaning set out in Clause 9(a)(ii).
“Background IP” means the Intellectual Property Rights owned by a Party which are in existence at the date of thisAgreement or have come into existence after the date of this Agreement otherwise than in connection with this Agreement;“Change” means the change required, requested or instructed by Schneider Electric in the supply of Products or Services
under a Purchase Order, further defined in Clause 8(a).
“Change Order” means a written change order or document issued by Schneider Electric to the Supplier containing
mutually agreed terms and conditions to carry out a Change and executed by the authorised representatives of theParties.
“Client” means a customer of Schneider Electric.
“Confidential Information” means any information or data disclosed by Schneider Electric to the Supplier pursuant tothis Agreement, either in writing, electronically, orally or visually, subject to the conditions set forth hereafter, and including
without limitation any written or printed documents, samples, models, information, plans, designs, concepts, protocol, andcertain other information which may include, but is not limited to, techniques, methods, processes, procedures, “knowhow”, trade secrets, materials, prototypes, samples, tangible things, technical, financial or business information, terms
and conditions of any pending or existing agreements between the Parties or any means of disclosing such Confidential
Information that Schneider Electric may elect to use for the duration of this Agreement. Confidential Information soreceived hereunder from a Schneider Electric affiliate shall be considered as Confidential Information received by the
Supplier and be subject to the confidentiality obligations of this Agreement.
“Country” means Mongolia.
“Defect” or “Defective” means, in relation to any Product and/or Service, in Schneider Electric’s opinion, any fault, error,
malfunction, issue, breakdown, misalignment or problem in the purpose, performance or functionality of such Productand/or Service, deriving from but not limited to any defect in design, workmanship and/or materials, including a failure tocomply with the Specifications and/or any term in this Agreement, that further fails or ceases to meet any of the warranties
given by the Supplier under this Agreement.
“Delivery Point” means the location at which the Purchase Order stipulates for the delivery of the Products and/or
Works, or, if the Purchase Order fails to specify such a location, a location at which Schneider Electric may notify the
Supplier in writing within a reasonable period before the scheduled delivery date.
“Dispute” shall have the meaning set out Clause 39.
“Equipment” means any mould, equipment and/or testing tool specifically paid for by Schneider Electric and used by the
Supplier for the manufacture of Products.
“Final Acceptance Certificate” means the document that Schneider Electric issues to the Supplier confirming Schneider
Electric’s acceptance of the Product, Work and/or Service in that such Product, Work and/or Service has been delivered,installed and completed in compliance with the Specifications and mutually agreed requirements, after having areasonable opportunity to examine or inspect the Product, Work and/or Service according to Clause 15.
“Foreground IP” means all Intellectual Property Rights (present or future) created, discovered, generated or have comeinto existence as a result of, for the purpose of, or in connection with the Products, Works and/or Services, that either
Schneider Electric or the Supplier develops (regardless of whether based on the Intellectual Property Rights Schneider
Electric provides to it or otherwise) during the course of the performance of the Agreement.
“Force Majeure Event” means any unforeseeable and unavoidable event that results in or causes a total or partial failureof the Party affected in the performance of any of its obligations under this Agreement, but only if and to the extent that(i) such circumstance is unforeseeable and beyond the reasonable control of the Party affected, (ii) was not contributed
to by the Party affected, and (iii) the Party affected could not reasonably overcome or avoid, such as but not limited to (i)war and other hostilities, invasion, act of foreign enemies, requisition or embargo, rebellion, revolution, insurrection orcivil war, (ii) flood, lightning, typhoon, hurricane, or earthquake, (iii) epidemic/pandemic or acts of God, and/or (iv) changes
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These Schneider Electric General Terms and Conditions of Purchase (“Terms and Conditions”, as further defined in Clause1 hereafter) accompanies and are incorporated into the Purchase Order by reference issued by Schneider Electric, andcollectively with the Purchase Order, govern and apply to Schneider Electric’s purchase of certain Products and/or Services
from a Supplier and the Supplier’s provision of such Products and/or Services to Schneider Electric, except and unless
Schneider Electric and the Supplier have executed a prior written agreement for such purchase and supply, whereupon theterms and conditions of that agreement shall govern.

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shortage and/or any inefficiencies of supervisors or labour, (ii) late delivery of Products, Equipment and/or materials
caused by congestion at a manufacturer’s plant, factory or elsewhere, (iii) an oversold condition of the market,
inefficiencies or other similar occurrences, (iv) any increase and/or fluctuations in the cost of plant or factory (overheads),
Products, Equipment and/or materials required by the Supplier or its personnel for the supply of Products and/or Services,(v) breakdown of any of the Supplier’s or its subcontractor or supplier’s plant, (vi) employee strikes of or labour disputesof the Supplier, its subcontractor or suppliers, (vii) late delivery of Products, Equipment and/or materials by the Supplier’s
subcontractors or suppliers, (viii) economic hardships of the Supplier, its subcontractor or suppliers, or (viv) any power
failure, production stoppage or any similar event which are limited to the Supplier’s or its subcontractors or suppliers’
plant or factory.
“INCOTERMS” shall mean the effective current version of the International Commercial Terms issued by the International
Chamber of Commerce at the date of issuance of a Purchase Order.
“Intellectual Property Right” means any intellectual property right, regardless of whether registered or not, including any(i) patent, (ii) copyright (including moral right and author’s right), (iii) database right, (iv) know-how or trade secret,whether or not developed or reduced to practice, (v) design or industrial design, (vi) trademark, service mark, logo,
business name, domain name and keyword, and the goodwill associated with them, (vii) rights to sue for passing off, in
the nature of unfair competition rights, publicity and (viii) confidentiality and any other proprietary right, whether relating
to tangible or intangible property, applications to register any of the foregoing, rights to take action for past infringements
in respect of any of the foregoing, and all rights in the nature of any of the foregoing anywhere in the world.
“Notice of Change” means a written notice issued by Schneider Electric to the Supplier to request a Change.
“Notice of Defect” means a written notice issued by Schneider Electric to the Supplier notifying the Supplier of any Defectfound in the Products, Works and/or Services supplied to Schneider Electric under a Purchase Order, which may containsuch instruction or deadline to rectify such Defect.
“Notice of Dispute” means a written notice issued by one Party to the other notifying the other Party that a Dispute hasarisen, which shall include but not limited to the circumstances in relation to such Dispute and proposal to resolve such
Dispute.
“Party” means either Schneider Electric or the Supplier.
“Parties” means both Schneider Electric and the Supplier collectively.
“Payment Documentation” means all documents which are either (i) specified in the Purchase Order which must be sent
to and approved by Schneider Electric as the condition for payment of the Price or Purchase Order Price, or (ii) if therelevant Purchase Order fails to specify any documents, (a) a commercial invoice correctly stating the Price or Purchase
Order Price and, if any, all requested details as per applicable law, (b) an original copy of the Final Acceptance Certificate
bearing Schneider Electric’s company stamp and its authorised representative’s signature; and (c) if any third party
Intellectual Property Right is involved in the manufacture, use, or delivery of the Products, Works and/or Services, allnecessary documents or certificates which prove that Schneider Electric has the license or right to use, sell or otherwise
dispose of the Products and/or Services supplied by the Supplier.
“Performance Bond” shall have the meaning set out in Clause 9(a)(i).
“Performance Bond Maturity Date” shall have the meaning set out in Clause 9(a)(ii).
“Price” means the price of a Product, Work and/or Service supplied by the Supplier under and as per related Purchase
Order.
“Privacy Laws” means applicable law of the Country under which the Agreement is entered into for the protection of aperson’s privacy, personal data and personal identifiable information in relation but not limited to data privacy, crossborder transfer or transmission of personal data and data, transborder data flows and data protection, as amended fromtime to time.
“Product” means any product manufactured or assembled by the Supplier or third-party product that the Supplier islicensed to sell, that is sold and supplied by Supplier to Schneider Electric at a certain Price and governed by the terms
and conditions set out in the Purchase Order.
“Purchase Order” means the order document issued by Schneider Electric to the Supplier in which the Supplier shall
supply certain Products, Works and/or Services to Schneider Electric for Purchase Order Price, governed by these Terms
and Conditions.
“Purchase Order Price” means the total price of any and all Products, Works and/or Services that Schneider Electric
has ordered or purchased under a Purchase Order, which Schneider Electric is obligated to pay to the Supplier subject
to and in accordance with the payment schedule and/or payment milestone set out in the Purchase Order.
“Reminder Notice” shall have the meaning set out Clause 4(b).
“Retention Monies” shall have the meaning set out in Clause 11(g)(i).
“Retention Monies Bond” shall have the meaning set out in Clause 11(g).
“Retention Monies Bond Maturity Date” shall have the meaning set out in Clause 11(g).
“Schneider Electric” means the Schneider Electric incorporated and domiciled in Country, as identified in the Purchase
Order.
“Schneider Electric’s Code of Conduct” means the code of conduct adopted by Schneider Electric, as may be updated
from time to time or be called by other names, published on the Schneider Electric website and accessible using thefollowing link: https://www.se.com/ww/en/download/document/SchneiderElectric_TrustCharter/.

2. GENERAL AND INTERPRETATION(a) These Terms and Conditions are incorporated into a Purchase Order by reference and together with the following
contractual documents form an integral part of the Purchase Order (together, the “Agreement”), in the following order ofpriority:(i) The Purchase Order (highest priority);(ii) If applicable, any special or particular terms and conditions set out in the Purchase Order;(iii) These Terms and Conditions;(iv) If applicable, any other appendix or attachment, however named.
(b) Where there is any inconsistency between any provision in the Purchase Order and these Terms and Conditions, thespecific terms set out in the Purchase Order shall prevail to the extent those specific terms set out in the Purchase Ordersupersede, amend or supplement these Terms and Conditions. Unless otherwise provided in the Purchase Order, theseTerms and Conditions or otherwise agreed by Schneider Electric in writing, these Terms and Conditions shall also prevailover any terms and conditions issued by the Supplier at any time and any other documents providing for any aspect of
the transaction contemplated under the Purchase Order (including but not limited to any standard/general terms andconditions which are contained in or referred to in an invoice, acceptance notice, delivery order, order acknowledgement
or other commercial document).
(c) If no Purchase Order has been entered into by and between Schneider Electric and the Supplier, or the Purchase Orderfails to refer to these Terms and Conditions, for the purchase and supply of Products and/or Services, these Terms andOctober 2021 Edition

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Schneider Electric - General Terms and Conditions of Purchase - Mongolia“Schneider Electric Content” means any document, material and/or data, including Confidential Information, that
Schneider Electric provides (or is provided on behalf of Schneider Electric by another) in any format to Supplier, including
personal identifiable information or personal data of Schneider Electric, Schneider Electric’s group of companies,
Schneider Electric and/or its group of companies’ employees and/or the Client, in order for the Supplier to perform its
obligations under the Agreement.
“Schneider Electric’s Reporting Hotline” means the Schneider Electric global helpline and professional alert system,
currently named Trust Line, as may be updated from time to time or be called by other names, any Schneider Electric
employee or the Supplier, its employees or any of its partners, including their employees, may use in order to ask
questions and/or raise concerns should it/they have any concern about ethics, compliance or Schneider Electric’s Codeof Conduct and related policies, at Schneider Electric. The Trust Line is accessible using the following
link: https://www.se.com/ww/en/about-us/sustainability/responsibility-ethics/trustline/.
“Schneider Electric Supplier Code of Conduct” means the Responsible Business Alliance Code of Conduct that
Schneider Electric has decided to adopt as its own, as may be updated from time to time or be called by other names,
publishedonthe
SchneiderElectric
websiteandaccessible
using
the
followinglink:
https://www.se.com/ww/en/download/document/Supplier-code-of-conduct/.
“Service” means any service provided by Supplier to Schneider Electric at a certain Price and governed by the terms andconditions set out in the Purchase Order.
“Site” means the mutually agreed location at which Products and/or Works are to be installed, tested and commissionedby the Supplier and/or Services to be performed by the Supplier.
“Specification” means the mutually agreed specifications or requirements for Products, Works or Services.
"Terms and Conditions" means these standard terms and conditions governing the purchases made by Schneider
Electric from the Supplier, and the supplies provided by the Supplier to Schneider Electric, which may be supplemented
and amended by Schneider Electric from time to time.
“Supplier” means the individual or entity that has the license and right to sell or supply Products, Works and/or Services
to Schneider Electric under a Purchase Order.
“Warranty Period” means the period or duration during which the Products and/or Services are respectively guaranteedby the Supplier under these Terms and Conditions for a period stated in the relevant Purchase Order or if the Purchase
Order fails to state a Warranty Period,(a) with respect to any Product:(i) a period of twenty-four (24) months from the date Products are sold by Schneider Electric to its Clients (either asa standalone or embedded into any Schneider Electric product), or(ii) a period of thirty-six (36) months from the date Schneider Electric issues a Final Acceptance Certificate for any
and/or all Products that the Supplier has supplied under a Purchase Order; and(iii) for a repaired or replaced Product in accordance with Clause 13, twenty-four (24) months from the date of repair
or the date the Defective Product was replaced to Schneider Electric’s satisfaction;(b) or with respect to any Service:(i) twelve (12) months from the date when Schneider Electric issues a Final Acceptance Certificate for the Service;or(ii) for a reperformed Service in accordance with Clause 13, after the Final Acceptance Certificate is granted, twelve(12) months after such reperformance has been carried out to Schneider Electric’s satisfaction.
“Work” means any deliverable (real property, movable property, document or media) in relation to the Product and/or
Service supplied, including but not limited to the ancillary work needed to be performed by the Supplier such as theinstallation and/or configuration, testing, inspection and/or commissioning work required for a Product and/or Service inorder for the Supplier to qualify for and to obtain the Final Acceptance Certificate.

3. PRICES(a) Prices and/or Purchase Order Price shall remain firm and fixed for the duration of the Agreement and shall not be
escalated for any reason whatsoever.
(b) Prices and/or Purchase Order Price shall be full and complete compensation for due performance and completion of the
Supplier’s obligations under the Agreement to the satisfaction of Schneider Electric and subject to the tax provisions inClause 11(h), shall include all taxes imposed by the relevant tax authority with respect to the Products, Works and/or
Services, and all charges for but not limited to packaging, packing, insurance, transportation, handling, storage, and anyother duties or levies imposed up to the Delivery Point.
(c) The Supplier shall be deemed to have satisfied itself before entering into the Agreement as to the correctness andsufficiency of the Price and/or Purchase Order Price, which shall cover all of its obligations under the Agreement and all
matters and things necessary for the proper delivery and completion of the Products, Works and/or Services, failing which
the Supplier shall have no right to make any claim due to its failure to satisfy itself of the foregoing requirement or
obligation.
(d) Price and/or Purchase Order Price shall not be subject to revision or increase as a result of increase in the cost to the
Supplier of its performance of its obligations under the Agreement, whether due to inflation or to any other reason.
4. DELIVERY AND PERFORMANCE(a) The Parties acknowledge that time is of the essence, and as such the Supplier shall commence performance of its
obligations under the Agreement upon the effective date of the Agreement and shall proceed to, including but not limited
to, deliver and complete Products, Works, and/or Services in accordance with mutually agreed INCOTERMS,
Specifications, requirements and time schedules (intermediate or final) to the satisfaction of Schneider Electric. Failingproper mention in the Purchase Order, the Products, Works and/or Services must be delivered according to the
INCOTERMS 2020 (or carriage-paid for domestic sales) indicated on the Purchase Order, to the Delivery Point or Site,as the case may be.
(b) In case of delay in the delivery of Products and/or the completion of Works or Services by the Supplier, Schneider Electric
may at its sole and absolute discretion terminate the Agreement immediately in accordance with Clause 21 without liability
whatsoever.
(c) All extra costs and expenses incurred as a result of the late delivery or late provision (including but not limited to the costs
to airship the delayed Products, and the increased costs in relation to manpower) shall be borne by the Supplier.
(d) For the avoidance of doubt, unless otherwise stated in the Purchase Order, the Products or Works shall not be considered
to have been delivered and the Service shall not be considered to have been performed until:
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Conditions shall be deemed to apply as the sole and only agreement between Schneider Electric and the Supplier
governing that purchase and supply.
(d) Provisions of these Terms and Conditions shall be interpreted according to the following rules:(i) Headings and marginal notes are for convenience of reference only and are not part of the Agreement, and shall not
be taken into consideration in their construction and interpretation;(ii) Words importing persons shall include partnerships, firms, joint ventures, trusts, associations, companies andcorporations and any organization or institution having legal capacity;(iii) Words importing the singular also include the plural and vice versa where the context requires;(iv) Words importing one gender also include other genders;(v) Words “including” or “includes” shall be deemed to be qualified by a reference to “without limitation”.
(e) For the purposes of the Agreement, if the Supplier engages a subcontractor or supplier approved by Schneider Electric
to carry out the Supplier’s obligations under the Agreement, the terms and conditions of the Agreement shall apply mutatis
mutandis to such subcontractor or supplier to the extent applicable and/or relevant, and the Supplier hereby undertakes
to Schneider Electric to procure compliance from the Supplier’s subcontractor and supplier and ensure that they comply
with the obligations set out in the Agreement as if such subcontractor and supplier is a party to the Agreement.
(f) Acceptance(i) Acceptance of the Purchase Order by the Supplier implies ipso facto acceptance of the Agreement governing thecontractual relations between the Parties.
(ii) Schneider Electric rejects any and all of the Supplier’s terms and conditions and any other written documentation
related to its supply of Products, Works and/or Services to Schneider Electric, and unless any mistake, omission or
non-compliance in accordance with Clause 2(g) is discovered and rectified, any and all subsequent terms proposedby the Supplier in its acceptance or acknowledgement of the Purchase Order which add to, vary from or conflict with
the Agreement.
(iii) Schneider Electric’s procurement commitment under the Agreement is dependent on the Supplier’s acceptance of
all the provisions of the Agreement, failing which the Purchase Order shall be null and void. Any modification of a
Purchase Order, including the Terms and Conditions, shall be binding on Schneider Electric only if agreed in writing
by Schneider Electric and if modified terms are inserted in the concerned Purchase Order.
(g) The Supplier must examine all documents or drawings and any other information provided by Schneider Electric underthe Agreement and the Supplier shall report any mistake, omission or non-compliance within five (5) calendar days fromthe date of the Purchase Order, failing which the Supplier shall be responsible for and bear all consequences of thosemistake, omission or non-compliance at its own expense and risk.

Schneider Electric has received a written notification from the Supplier regarding the delivery and completion; andall (and not part of) Products and all Works under the relevant Purchase Order have been placed at the Delivery
Point and are ready for pick up, or for use; and(iii) all documents set out in Clause 6 have been received by Schneider Electric; and(iv) if any Product, Work or Service requires replacement or repair according to Clauses 5(b)(ii) and 13, the delivery of
the Product and/or the Work and/or the completion of the Service with respect to which a Final Acceptance Certificate
has been issued.
(e) No early and/or partial delivery or performance of Products, Works and/or Services are permitted without Schneider
Electric’s prior written consent. In the event of any early or partial delivery or performance of Products, Works and/or
Services, Schneider Electric reserves the right to reject such early or partial early or partial delivery or performance ofProducts, Works and/or Services, and the Supplier indemnifies and hold Schneider Electric harmless from all losses andexpenses, and costs and expenses which may be incurred by Schneider Electric including but not limited to taxes, duties,
freight and warehousing charges, and administrative and legal costs.
(i)
(ii)

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5. PACKING AND SHIPPING(a) Unless otherwise stated in the Purchase Order, the INCOTERMS shall apply for Products and/or Works.
(b) The Supplier shall adequately pack all Products and/or Works to protect the Products and Works from damage andhazards during delivery in accordance with industry standards, and/or in according with the packaging standards set out
in Specifications or additional requirements specified in the Purchase Order. Notwithstanding the foregoing:(i) Products and/or Works shall be carefully and properly packed to withstand long distance transportation including
repetitive loading and unloading. Protective measures shall be taken by the Supplier to prevent damage frommoisture, rain, rust, shock, vibration and corrosion according to the different characteristics and requirements of the
Products and/or Works in order to ensure their pristine condition upon arrival at Delivery Point or other mutuallyagreed destination point of delivery, or Site. The Supplier shall arrange to have all said Products and/or Workssuitably packed for a year storage period from the delivery date;(ii) If the Products and/or Works are damaged or lost due to improper packing or defective prevention, the Supplier shalltake measures to repair or replace such Products and/or Works at the Supplier’s expense, and at Schneider Electric’s
option, compensate Schneider Electric any loss or damage suffered by Schneider Electric as a result of insufficientor bad packaging;(iii) According to the characteristics of the Products and/or Works and the different requirements in transportation, loading
and unloading, all the cases shall be conspicuously marked by the Contractor with "KEEP AWAY FROMMOISTURE", "HANDLE WITH CARE", "RIGHT SIDE UP" etc., and other appropriate international marks in bold
English letters. Should any package weight be two (2) metric tons or more, weight and hoisting position shall bemarked in English and with international trade practice marks on two sides of each case so as to facilitate loading,unloading and handling;(iv) Each case shall contain at least one copy of the packing list and certificate of conformity to be issued by the Supplier
to Schneider Electric;(c) The Supplier shall bear any loss or damage to the Products and/or Works due to insufficient or bad packing (including
any cost, expense, freight and tax in relation to the return and redelivery of the damaged Products and/or Works).
(d) The Supplier shall ensure that all shipping labels, marks and instructions, and shipping/commercial documents areproperly prepared to avoid any delay in customs clearance at destination. All shipping documents shall be dispatched
and reach Schneider Electric in time for insurance cover and for further processing for customs clearance, failing which
the Supplier shall be liable to pay or indemnify Schneider Electric for any increased costs (including but not limited tostorage, demurrage, tariff charges, etc.) which Schneider Electric suffers due to improper preparation of and/or delay inreceipt of the required shipping documents.
(e) Schneider Electric shall have the right to deduct any amount which the Supplier owes to Schneider Electric from any
payment due or to be due to the Supplier, for any loss and damage, and cost and expense suffered and/or incurred by
Schneider Electric as a result of the Supplier’s failure to comply with this Clause 5, and if such amount due to the Supplieris insufficient to account for such loss or damage, and cost and expense, Schneider Electric reserves its right to demand
as a debt due, the immediate payment of the balance amount of such loss or damage, and cost and expense.
(f) Customs Duties(i) The delivery of Products and/or Works shall be interpreted in accordance with INCOTERMS. Subject to the agreed
INCOTERMS, and unless otherwise specified in the Purchase Order, the Supplier shall be responsible for export
customs clearance of the Products and/or Works in the country of manufacture or transit (including the payment ofcustoms duties and/or levies, if applicable), and Schneider Electric shall be responsible for import customs clearanceof the Products and/or Works in the country of destination (including the payment of customs duties and/or levies, if
applicable). Each Party shall comply with all applicable customs regulations in relation to the administration andcontrol of export and import in accordance with Clause 24, and shall obtain the relevant permits, licenses andapprovals and pay all customs duties, taxes and fees as required by such regulations.
(ii) For the purpose of the Agreement, the Supplier shall provide, to the best of its effort, all relevant assistance,
information or documentation to Schneider Electric as required by the relevant customs authority. Schneider Electricshall inform the Supplier details of such assistance, information or documentation required at least seven (7) days inadvance for the Supplier to confirm and comply.

(g) Upon request by Schneider Electric, the Supplier shall provide Schneider Electric or any control officers a written
declaration of compliance for the packaging used, covering all packaging from the packing station until the Delivery Point.
(h) Upon shipment, the Supplier shall simultaneously send a copy of the consignment note to Schneider Electric, by post or
using any other method agreed by the Parties, specifying (i) relevant reference numbers, (ii) date of the Purchase Order,(iii) the number of parcels containing the shipped Products and (iv) the accurate description of the shipped Products. The
original consignment notes, certificates of compliance and the control certificates must travel with and accompany eachparcel containing the shipped Products shipped.

7. MOULDS, EQUIPMENT AND TESTING TOOLS(a) Any Equipment becomes the exclusive property of Schneider Electric as soon as the production of such Equipment begins
and may only be used by the Supplier to perform the Purchase Orders placed by Schneider Electric. If that Equipment isstored at the Supplier’s premises, it must be labelled with a Schneider Electric ownership plate and must be immediately
returned to Schneider Electric, in good working order, if requested in writing. The Supplier is responsible, at its own
expense, for servicing the Equipment and for routine repairs. The Supplier is responsible for the custody and preservationof the Equipment, at its own risk, and must ensure that the Equipment is properly covered by its own insurance policies.
(b) If any Equipment is lost or damaged, the Supplier shall restore the Equipment to its original condition, at its own expense
and as swiftly as possible, unless the Equipment is found to be unrepairable, in which case it shall compensate Schneider
Electric for its fair market value, which may not be less than twenty-five percent (25%) of its replacement value.
8. CHANGE(a) Schneider Electric shall have the right to alter the scope of the Products, Works and/or Services to be provided at any
time before the Products and/ or Works are delivered, and/or the Services are completed (including but not limited to thequantities and specifications of the Products, Works and/or Services) (“Change”) by serving a Notice of Change.
(b) The Supplier shall send a response to Schneider Electric within five (5) days from the date of the Notice of Change, andthe Supplier’s response shall:(i) set out the additional cost and time (if any) required for performing the Change, together with full details supporting
the additional cost and time;(ii) set out the reasons why the Supplier cannot perform the Change; or(iii) set out its agreement to perform the Change without additional charges to Schneider Electric or without additionaltime incurred for the delivery or performance due to the Change.
(c) If the Supplier fails to send a response in accordance with Clause 8(b), the Supplier shall be considered and deemed tohave agreed to perform the Change without additional charges or time.
(d) Notwithstanding the foregoing, Schneider Electric shall have the right to terminate the relevant Purchase Order and/or
Agreement in accordance with Clause 20, if the Supplier sends a response in accordance with Clause 8(b) but Schneider
Electric does not agree with the additional charges or time and the Parties fail to find an agreement.
(e) Not until and unless a Change Order is or has been formally issued by Schneider Electric to the Supplier, the Supplier
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6. DOCUMENTATION(a) Unless otherwise stated in the Purchase Order, the Supplier shall supply to Schneider Electric, at least one (1) day before
the delivery of the Products or Works and/or completion of Services, the following documents, to the extent applicable:(i) three (3) copies of, but not limited to, the drawings, operating/user/maintenance/servicing manuals, technicalcatalogues, technical data, logic diagrams, progress reports, certificates of origin, export authorizations and licenses,
and any such other documents or literature in relation to the Products, Works and/or Services required under the
Agreement and/or applicable laws;(ii) one (1) original copy of quality certificates with respect to the major materials used in manufacturing the Products or
Works, or in providing Services;(iii) three (3) copies of statements signed by the Supplier confirming the Products, Works and/or Service have passed
inspection and testing in accordance with Clause 15;(iv) one (1) original warranty certificate with respect to each Product and each Work, including but not limited to the
Supplier’s after-sales obligations; and(v) If any third-party Background IP is used or incorporated into the Products, Works and/or Services, an irrevocable,
worldwide, royalty-free, perpetual, non-exclusive, sublicensable and transferable license that such third party issues
allowing Schneider Electric to use the Background IP necessary for Schneider Electric to enjoy the benefit of the
Products, Works and/or Services for the purposes of or in connection with Schneider Electric’s business.
(b) All the documents set out in this Clause 6 shall be eligible, accurate, and free-of-error. Unless otherwise stated in thePurchase Order, all the documents shall be in the English language. The Supplier shall be responsible for any loss ordamage suffered by Schneider Electric as a result of the use of the documents which contains incorrect or inaccurate
information.
(c) Completion and delivery of the Products, Works and/or Services shall not be deemed to have occurred if the Products,
Works and/or Services cannot be used as per the agreed scope of work due to delay in the submission or provision of
the required documentation set out in this Clause 6.
(d) The Supplier warrants that the documents or documentation it issues required under the Agreement or applicable law
shall meet the requirements of the processing design, manufacture, quality assurance, installation, debugging, operation,
maintenance, in-service inspection and, if applicable, for various licenses application for Products, Works and/or Services.

9. BONDS AND GUARANTEES(a) If requested under any Purchase Order, the Supplier shall provide the following:(i) Performance Bond
(1) The Supplier shall furnish on-demand, but no later than thirty (30) days from the date of the Purchase Order, aperformance bond in the form of a bank guarantee (the format of which shall be provided by Schneider Electric
separately) opened with a bank domiciled in country that Schneider Electric regards as satisfactory, for an
amount equal to ten percent (10%) of the Purchase Order Price, if the Purchase Order Price exceeds EUR 4,000
or its equivalent amount in local currency (“Performance Bond”).
(2) The Performance Bond shall be valid for a further six (6) months after the expiration of the relevant Warranty
Period with respect to all Products, Works and/or Services provided under a Purchase Order (“Performance
Bond Maturity Date”). Upon the Performance Bond Maturity Date, and if Schneider Electric does not utilize the
Performance Bond or if there is a positive balance due to the Supplier, Schneider Electric shall release the
Performance Bond or the remainder to the Supplier without interest or liability.
(ii) Advance Payment Bond(1) If Schneider Electric is required to make any payment in advance before the actual commencement or deliveryof the Products, Works and/or Services, the Supplier shall furnish to Schneider Electric on demand, but no later
than fifteen (15) days before the date the advance payment is to be made by Schneider Electric to the Supplier,an advance payment bond in the form of a bank guarantee (the format of which shall be provided by Schneider
Electric separately) opened with a bank domiciled in Country that Schneider Electric regards as satisfactory, for
an amount equal to the advance payment made by Schneider Electric (“Advance Payment Bond”).
(2) The Advance Payment Bond shall be valid for a further and total period of sixty (60) days after the actual deliveryof the Products and/or Works, and/or the completion of Services (“Advance Payment Bond Maturity Date”).
Upon the Advance Payment Bond Maturity Date, and if Schneider Electric does not utilize the Advance Payment
Bond or if there is a positive balance due to the Supplier, Schneider Electric shall release the Advance Payment
Bond or the remainder to the Supplier without interest or liability.
(b) Without prejudice to the generality of Clauses 9(a), Schneider Electric may utilize the Performance Bond, Advance
Payment Bond and Retention Monies Bond (collectively, the “Bonds”), including making a call or demand on the Bonds,
to make good any loss or damage sustained or likely to be sustained as a result of any breach of this Agreement
whatsoever by the Supplier (including any claim for liquidated damages) and/or any debt recoverable by Schneider
Electric from the Supplier under this Agreement.
(c) The provisions of this Clause 9 and the utilization of the Bonds by Schneider Electric shall in no way affect Schneider
Electric’s rights and remedies expressly reserved in this Agreement or bar Schneider Electric from claiming any loss ordamage incurred or sustained by Schneider Electric from the Supplier in the event of any breach of the provisions of thisAgreement by the Supplier.
(d) The Supplier shall provide additional Bonds to Schneider Electric forthwith such that at any one time, the total amount of
the amount guaranteed under each Bond is equivalent to the amounts stated in Clauses 9(a) if:(i) the Bonds are utilized by Schneider Electric or Schneider Electric makes a call or demand on the Bonds for either
the whole or part of the guaranteed sum(s); or(ii) the Purchase Order Price is increased.
(e) At any time before the maturity of the Bonds, Schneider Electric may for reasonable cause instruct the Supplier to provide
a new Performance Bond whether or not from another financial institution in substitution of the Performance Bond.
10. INVOICING(a) A single original of all invoices must be sent to the invoicing address stated in the Purchase Order. Each invoice shallstate the references used by Schneider Electric and those of the corresponding Purchase Order and comply with theprovisions of Schneider Electric’s invoice charter as set out in the Purchase Order.
(b) Unless otherwise expressly agreed by Schneider Electric, a separate invoice must be issued for each Purchase Order
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must not perform any Change set out in the Notice of Change, and no payments for any Change shall be made by
Schneider Electric to the Supplier until and unless a Change Order has been properly executed between the Parties, andsuch Change performed in accordance with the Change Order to Schneider Electric’s satisfaction.
(f) In the event the Supplier decides to:(i)stop the manufacture, sale or supply of the Products; or(ii)
apply any change to the Products or its manufacture thereof, and in particular any change that affects the processused (including any material change made to the information systems used by the Supplier or its subcontractors),
procurement of critical components, design of the Products or location of the production site(s), where such changes
affect or could affect the technical specifications, regulatory compliance, useful life, reliability or quality of the
Products,
the Supplier shall notify Schneider Electric in writing at least nine (9) months before the effective date of the
discontinuance or the scheduled date of implementation of any of the aforementioned change. Schneider Electric reserves
the right to refuse any such change and, therefore, to terminate any on-going Purchase Order in accordance with Clause
20. In any case, the Supplier remains fully liable to comply with the provision and supply of the Products in accordancewith the relevant Purchase Order and for the consequences of any such change.

and each invoice must contain a description of the invoiced Products, Works and/or Services and the unit prices andamounts delivered.

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11. PAYMENT(a) Unless otherwise mutually agreed and expressly stated in the Purchase Order, Schneider Electric shall pay Purchase
Order Price to the Supplier within and no earlier than Sixty (60) days after the receipt by Schneider Electric of the Payment
Documentation in accordance with the mutually agreed payment schedule or payment milestone.
(b) Unless otherwise expressly stated in the Purchase Order, Schneider Electric shall have the right to select the method
which it considers appropriate for the payment of the Price and/or Purchase Order Price. SCHNEIDER ELECTRICDISCOURAGES AND WILL DECLINE ANY PAYMENT BY LETTER OF CREDIT OR NEGOTIABLE INSTRUMENTS.
(c) Schneider Electric has the right to return to the Supplier any incorrectly prepared Payment Documentation failing tocomply with the applicable regulatory provisions and/or the provisions of Clause 10 for rectification and re-submission,and to withhold payment of the Price and/or Purchase Order Price until the correct Payment Documentation is received.
Upon receipt of the corrected invoice and Payment Documentation, Schneider Electric shall pay such invoice within andno earlier than the payment term set out in Clause 11(a).
(d) Notwithstanding, any payment made by Schneider Electric to the Supplier shall not be construed as acceptance of the
Products, Works and/or Services.
(e) At Schneider Electric’s choice, the Supplier may be paid either by Schneider Electric or Boissière Finance, the company
responsible for centralized cash management of the Schneider Electric Group mandated to pay its suppliers. Under nocircumstances shall payments made by Boissière Finance to the Supplier cause it to assume the rights and obligationsof Schneider Electric vis-à-vis the Supplier pursuant to the Agreement; and as such, the Supplier may not make nor
institute any claim or proceeding against Boissière Finance in relation to the Purchase Order.
(f) Unless local applicable law applies, imposition of any late payment penalty, seeking of cost or expense or suspension of
performance of the Supplier’s obligations under a Purchase Order and/or Agreement is prohibited due to Schneider
Electric’s payment default.
(g) Retention Monies(i) Unless otherwise stated to the contrary in the Purchase Order, Schneider Electric shall have the right to retain five
percent (5%) of the amount invoiced by the Supplier at each payment milestone (“Retention Monies”).
(ii) Retention Monies shall be held by Schneider Electric from the date of each relevant payment milestone for theremaining duration of the Agreement, and if the Supplier does not beach of the provision of this Agreement or is able
to cure or remedy such breach within the time specified by Schneider Electric, Schneider Electric shall release theRetention Monies to the Supplier sixty (60) days after the last payment date of the mutually agreed payment scheduleor payment milestone without interest or liability.
(iii) In lieu of such Retention Monies being retained at each payment milestone, the Supplier may opt to provide a
Retention Monies Bond in accordance with the following terms:
a. If the Supplier opts to provide Retention Monies in the form of a bank guarantee, the Supplier shall ondemand, but no later than thirty (30) days from the date of the Purchase Order, furnish a retention monies
bond in the form of a bank guarantee (the format of which shall be provided by Schneider Electric separately)
opened with a bank domiciled in country that Schneider Electric regards as satisfactory, for an amount equal
to five percent (5%) of the Purchase Order Price (“Retention Monies Bond”).
b. The Retention Monies Bond shall be valid for a further and total period of sixty (60) days after the last
payment date of the mutually agreed payment schedule or payment milestone under the Agreement(“Retention Monies Bond Maturity Date”). Upon the Retention Monies Bond Maturity Date, if Schneider
Electric does not utilize the Retention Monies Bond or if there is a positive balance due to the Supplier,Schneider Electric shall release the Retention Monies Bond or the remainder to the Supplier without interest
or liability.
(h) Tax, Duties, Levies and Other Charges(i) Unless otherwise stated in the Purchase Order, Price as set out in Clause 3 includes taxes (including but not limited
to value added tax and goods and services tax) charges, duties, levies, and other fees payable for Products, Works
and/or Services to the relevant governmental or tax authority in Schneider Electric’s country of establishment or in
the country where the Products, Works and/or Services are supplied and/or performed, which in accordance toapplicable local law shall be borne by Schneider Electric. Such taxes, charges, duties, levies, and other fees shallbe separately itemized in the Supplier’s invoice, and upon Schneider Electric’s written request, the Supplier shallforward a valid copy of such tax, customs or other registration issued by the relevant governmental or tax authority
confirming that the Supplier is licensed under the relevant statute(s) as a taxable or dutiable person and/or a copy of
the tax or duty certificate or receipt that such tax, charge, duty, levy or other fees have been duly remitted to therelevant tax authority on behalf of Schneider Electric.
(ii) In the event any applicable indirect tax (i.e. sales and services tax, goods and services tax, value added tax, etc.) ischargeable for any Product, Work and/or Service considered to be a taxable supply and/or service supplied by the
Supplier under the Agreement in accordance with applicable law in the country where such Product, Work and/or
Service is supplied, Schneider Electric shall be responsible for and pay such taxes when invoiced by the Supplier,provided the Supplier provides to Schneider Electric as documentary proof a valid copy of such tax registration issued
by the relevant tax authority confirming that the Supplier is licensed under the relevant statute(s) as a taxable person

12. TITLE AND RISK(a) Title and Ownership. Unless otherwise stated in the Purchase Order, the Supplier shall pass to Schneider Electric thetitle and ownership (including any necessary Intellectual Property Rights) in the Products, Works, Services or any otherdeliverables under the Agreement (including but not limited to any work-in-progress, data, drawings, technical documents,
and any other works and ideas created during the process of manufacture or the delivery of the Products or Works, orthe provision of the Services) when:(i) the Products and Works are individualizable and identifiable;(ii) the Services are completed; and/or(iii) if any Purchase Order is terminated for whatever reason before the delivery of the Products or Works, or before thecompletion of the Services, when the Supplier receives the termination notice according to Clauses 20 or 21, for the
Products, Works or Services Schneider Electric will elect to retain.
(b) Risk. The risk of loss and damage of the Products, Works or Services shall nevertheless remain with the Supplier until
the Supplier receives the Final Acceptance Certificate. For the avoidance of doubt, the issuance of the Final Acceptance
Certificate does not release the Supplier from its obligations under this Agreement.
(c) For the avoidance of doubt, notwithstanding anything stated to the contrary, any trading terminology, whether defined in
the effective version of INCOTERMS used in the Purchase Order, shall not be interpreted to alter any provision in or
intent of this Clause 12.
13. WARRANTY AND GUARANTEE(a) With respect to the Products, Works and/or Services, the Supplier warrants that:(i) it has full right to manufacture the Products, to provide the Services and to deliver the Products and Works pursuant
to the Agreement;(ii) all ownership, title and rights in the Products, Works and/or Services are free from any claims, liens, charges, pledges
with or without dispossession, option, equity, power of sale, hypothecation, right of pre-emption, retention of title,
mortgages, easements, guarantees, promises, security interest right of first refusal or other third party right or security
interest of any kind or an agreement, arrangement or obligation to create any of the foregoing or any otherencumbrances; and(iii) Schneider Electric has full right to use, re-sell or otherwise dispose the Products, Works and/or Services at its
discretion without recourse to the Supplier.
(b) With respect to the Products, the Supplier warrants that such Products shall be:(i) unless otherwise stated in the Purchase Order, new at the time when they are delivered to the Delivery Point;(ii) manufactured with good workmanship by using materials of the commercially best quality, and if the context applies,in accordance with mutually agreed Specifications or requirements;(iii) free from any Defect;(iv) able to achieve the function stated in the Agreement or, if the Purchase Order fails to state the function, to meet therequirements of merchantability and fit for purpose for such type of Products and that are, if the context applies, inaccordance with mutually agreed Specifications or requirements;(v) in compliance with the latest quality assessment standards or any other internationally recognized standards
applicable to the manufacture and delivery of the Products; andOctober 2021 Edition

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and/or a copy of the tax certificate or receipt that such taxes have been duly remitted to the relevant tax authority on
behalf of Schneider Electric.
(iii) Withholding Tax. If Schneider Electric is required by relevant authorities under applicable law to withhold any tax
from payment due to the Supplier under the Agreement (“Withholding Tax”), Schneider Electric shall have the rightto deduct from such amount of Withholding Tax from the amount paid or payable to the Supplier (in respect of whichsuch deduction or withholding is required to be made) and remit it to the relevant tax authority. Upon written request
by the Supplier, Schneider Electric shall forward a copy of the tax certificate or receipt to the Supplier as documentary
proof that such taxes have been duly remitted to the relevant authorities on behalf of the Supplier. Under nocircumstances shall Schneider Electric pay or be required to pay, and the Supplier has no right to claim from
Schneider Electric for the payment of, the corresponding amount equivalent to the Withholding Tax so withheld bySchneider Electric that has been remitted to the relevant authorities under applicable law.
(iv) The Supplier shall be responsible for and pay at its own expense when due and payable any and all relevant taxes
and duties arising from the Supplier’s obligations and supply of Products, Works and/or Services under the
Agreement to the relevant tax authority in the Supplier’s country of registration. The Supplier shall indemnify andhold Schneider Electric harmless from and against any liability resulting from the Supplier’s non-compliance or failure
to make timely reporting and payment of such relevant taxes in accordance with this Clause 11.
(v) Schneider Electric shall be responsible for and pay at its own expense when due and payable any and all relevant
taxes in connection with the execution of the Agreement, and shall indemnify and hold the Supplier harmless fromand against any liability resulting from Schneider Electric’s non-compliance or failure to make timely reporting andpayment of such relevant taxes in accordance with this Clause 11.
(vi) The indemnities set out in this Clause 11 shall include without limitation all penalties, compensation, awards andjudgements, court and arbitration costs, attorney’s fees and other reasonable expenses associated with such claims,
demands and causes of action.

(vi) in compliance with any other requirements set out in the Agreement.
(c)

(e)

(f)
(g)
(h)

(i)

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Schneider Electric - General Terms and Conditions of Purchase - Mongolia(d)With respect to the Works and Services, the Supplier warrants that:(i) the Services under the Purchase Order shall be performed by duly competent and capable personnel of the Supplieror suppliers or subcontractors employed by the Supplier, and with commercially highest level of care;(ii) the Services shall meet the standard set out in the Agreement or, if the Agreement fails to state the standard, thehighest standard in the relevant market;(iii) the Works shall comply with the Specifications stated in the Agreement or, if the Agreement fails to state any
Specification, conform to the specification which they are normally designed to achieve;(iv) the Services shall comply with the latest quality assessment standards or any other internationally recognized
standards applicable to the provision of the Services; and(v) the Services shall satisfy any other requirements set out in the Agreement.
At any time during the Warranty Period, if Schneider Electric finds, either by itself or by one of its Clients, that any Product,
Work and/or Service is Defective, Schneider Electric shall have the right to send a Notice of Defect to the Supplier andthe Supplier shall, at Schneider Electric’s sole discretion and election:(i) repair/replace the Defective Product and Work, and/or rectify the Service, at the location where the Defective Product,
Work and/or Service is located and in such configuration in which the Defective Product, Work and/or Service isfound in (which shall include but not limited to any travel expenses and any disassembly/reassembly costs, etc.) sothat the repaired/replaced Product and Work and/or rectified Service operates in compliance with the provisions of
the Purchase Order and in the manner required for its intended use, in all respects, at the Supplier’s cost and expense
within the period Schneider Electric specifies in the Notice of Defect, or if the Notice of Defect fails to specify theperiod, fourteen (14) days from the date of the Notice of Defect; or(ii) immediately collect at its own cost, the Defective Product, Work and/or Service (to the extent applicable) and repay
Schneider Electric (or its designated Client) the Price for the Defect Product with interest at two percent (2%) above
the local prime interest rate calculated from the date when Schneider Electric paid the Price, and indemnify Schneider
Electric against any loss and damage arising from the purchase, use or resale of the Defective Product, Work and/or
Service, including the cost of sourcing alternative suppliers and any liabilities owed to the Clients.
If the Supplier fails to repair, rectify, or replace the Defective Product, Work and/or Service within the period stated in the
Notice of Defect or this Agreement, Schneider Electric reserves the right to repair, rectify or replace the Defective Product,
Work and/or Service directly or through any third party engaged by Schneider Electric at the Supplier’s expense and risk.
Any Product, Work and/or Service provided and/or repaired, rectified, or replaced under this warranty shall be coveredby the renewed Warranty Period as defined in the definition of Warranty Period.
Unless otherwise decided and elected by Schneider Electric to be unnecessary, the Supplier shall provide Schneider
Electric with a parent company guarantee in the format to be provided by Schneider Electric and/or its Client.
Epidemic Failure(i) For the purpose of this Agreement, "Epidemic Failure" means a defect in any Product, Work and/or Service, whether
latent or not, where a substantially similar repetitive defect occurs in any Product, Work and/or Service supplied by
the Supplier to Schneider Electric across multiple Purchase Orders, indicating a common or systemic failure of such
Product, Work and/or Service rendering such Product, Work and/or Service not of merchantable quality, unfit for
purpose or use to which it was intended and non-compliant in accordance with mutually agreed Specifications andrequirements of the Agreement.
(ii) Notwithstanding anything stated to the contrary and in addition to any other remedies Schneider Electric may haveunder contract or law, Schneider Electric may, at its sole option, terminate the Agreement in part or whole upon theoccurrence of an Epidemic Failure without any liability whatsoever. As such, the Supplier shall refund to Schneider
Electric (i) the partial amounts of the Purchase Order Price already paid by Schneider Electric to the Supplier for thepart(s) of the Purchase Order so terminated, or (ii) the entire amount of the Purchase Order Price already paid bySchneider Electric to the Supplier if the entire Purchase Order is so terminated. If the Purchase Order Price has not
yet been paid by Schneider Electric to the Supplier, Schneider Electric is and shall not be liable to pay the Supplier
any part of or the full Purchase Order Price for any respective part of the Purchase Order so terminated or if theentire Purchase Order is so terminated.
(iii) Any and all costs and expenses incurred, and/or losses and damages suffered by Schneider Electric as aconsequence of any such Epidemic Failure shall be borne by the Supplier as a debt owed by the Supplier toSchneider Electric, and the Supplier shall pay such costs and expenses, and/or losses and damages within thirty(30) days from Schneider Electric’s written letter of demand.
Recall Responsibility(i) Notwithstanding anything stated to the contrary, all relevant Products, Works and/or Services, where the context
applies, provided under this Agreement are in compliance with the European Union’s Directive 2002/96/EC on Waste
Electrical and Electronic Equipment, as amended from time to time (“WEEE Directive”).
(ii) If the Supplier, Schneider Electric or any governmental agency or court having jurisdiction finds that any Product,
Work and/or Service contains a safety hazard or other defect or condition that requires or would make advisable afield repair, user/customer notification campaign, update, rework or recall of any such any Product, Work and/or
Service (including any contravention of the WEEE Directive), the Supplier shall communicate all relevant facts,
information and data to the Schneider Electric within three (3) calendar days upon the Supplier becoming aware.

14. SPARE PARTS(a) During Start-Up / Commissioning
The Supplier shall at its own cost and expense purchase, procure and deliver spare parts and special tools necessary tomaintain any part of Products, Works and/or Services up to the formal acceptance of the Products, Works and/or Services
by Schneider Electric. The Supplier shall at its cost and expense, transport, install, store and maintain such spare partsat the Delivery Point or other mutually agreed location, or Site.
(b) During Warranty Period(i) The Supplier shall, wherever and whenever necessary, be fully responsible, at its own cost and expense, for theprovision of the relevant spare parts, excluding consumables parts, necessary for repairing and replacing any
defective material and Equipment for which the Supplier shall be liable under the Agreement to ensure the continuous
operation of the related Products, Works and/or Services during the Warranty Period and shall perform all
procurement services (including but not limited to ordering, expediting, transportation to and delivery at, receiving,
resolution of shortages, damage and handover to Schneider Electric and/or the Client(s) at its designated stores).
(ii) The Supplier shall provide Schneider Electric with details of all proposed operating spare parts for a minimum of two(2) years in Schneider Electric designated form for each and every maintainable spare part. These proposals are to
be accompanied by comprehensive technical back-up data. The Supplier shall also provide a fully priced
recommended list of spare parts and special tools for a minimum of two (2) year’s operation. The validity of these
quotations shall be extended to three (3) months beyond the relevant expiry date of the Warranty Period for the
relevant Products, Works and/or Services.
(c) After Warranty Period
The Supplier undertakes to maintain and supply spare parts necessary to maintain any part of Products, Works
and/or Services for a period of ten (10) years, commencing on the date of the delivery or acceptance of the Products,
Works and/or Services.
15. TEST, INSPECTION AND ACCEPTANCE(a) Before the Supplier notifies Schneider Electric of the delivery or completion, to the extent required by law, applicableindustrial standards or Purchase Order or Agreement, the Supplier shall carry out (and ensure its subcontractors andsuppliers carry out), at no (additional) cost to Schneider Electric, all testing and inspection of the Products, Works and/or
Services, and if the context applies, in accordance with testing and inspection Specifications or requirements set by
Schneider Electric.
(b) Pursuant to Clause15(a), the Supplier shall give written notice to Schneider Electric of such testing or inspection, andSchneider Electric shall have the right (but not obligation) to witness such testing and inspection. The Supplier shallprovide Schneider Electric with full access to such testing or inspection and all related results.
(c) If any Defect is discovered in the Products, Works and/or Services during testing or inspection, at the request of Schneider
Electric or its representative, upon receipt of the Notice of Defect, the Products, Works and/or Services shall be deemedunaccepted and the Supplier shall rectify such Defect and organize another testing or inspection session, bearing all costand expense for retesting or re-inspecting including cost and expense incurred by Schneider Electric in attending such
retesting or reinspection. Upon receipt of such Notice of Defect, the Supplier shall, at Schneider Electric’s election,
retrieve, replace and/or rectify the Defect according to Clause 15.
(d) For the avoidance of any doubt, Schneider Electric’s attendance at the testing and inspection (or retesting andreinspection) or failure to do so shall not be interpreted as Schneider Electric’s endorsement of or acquiescence to thequality of the Products, Works and/or Services, or a waiver of any right or remedy Schneider Electric has or may haveunder this Agreement or applicable law, and shall not relieve the Supplier from its obligations set out in the Agreement.
(e) Schneider Electric reserves its right to test and inspect any Product, Work and/or Service from time to time in the course
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Schneider Electric shall promptly undertake all necessary or required corrective actions, and shall file all necessaryform, corrective action programs and other documents required under applicable law or regulation; provided that
Schneider Electric shall reasonably cooperate with and assist the Supplier in any such filing or correction action, at
the Supplier’s expense. Nothing in this Clause 13 shall preclude Schneider Electric from taking any action required
under any applicable law or regulation or business purpose against the Supplier if such fault or default of which is
caused by or wholly attributable to the Supplier. The Supplier shall perform all necessary updates, repairs or
modifications to any Product, Work and/or Service at its sole expense.
(iii) In the event of a recall of any Product, Work and/or Service, Schneider Electric shall work with the Supplier to havesuch Product, Work and/or Service under its custody returned to the Supplier. If any Product, Work and/or Service
issued to Schneider Electric is not barred or deactivated in accordance with this Clause 13, the Supplier shall, at its
best endeavours, issue such new and available Product, Work and/or Service to Schneider Electric to replace such
recalled Product, Work and/or Service without further or additional fees, charges, costs, expenses or whatsoever
imposed on Schneider Electric.
(iv) Any and all costs and expenses incurred by Schneider Electric as a consequence of any such associated with thecorrection of a safety hazard or other defect caused by or associated with any Product, Work and/or Service or any
recalled any Product, Work and/or Service, including without limitation, reasonable attorneys’ fees, court costs andother litigation expenses, shall be borne by the Supplier as a debt owed by the Supplier to Schneider Electric, andthe Supplier shall pay such costs and expenses within thirty (30) days from the Customer’s written demand.

16. INDEMNITIES(a) The Supplier shall indemnify and hold Schneider Electric (including but not limited to Schneider Electric’s directors,
officers, employees, agents, representatives and assigns) harmless against any and all liabilities, losses, damages, costs
and expenses (including legal or attorney’s fees) which are imposed against, and incurred or suffered by Schneider
Electric (including its directors, officers, employees, agents, representatives and assigns), including direct and indirect,
consequential and incidental loss and damage, loss of profit, loss of revenue, data/information, interest, capital, financing,
good will, business reputation, use, business and business opportunity in connection with the manufacture, delivery,
Defect or non-conformity of the Products, Works and/or Services, or otherwise arising from any performance or nonperformance or breach of any representations, warranties or obligations under the Agreement, including but not limited
to death and personal injury, and loss and damage to property.
(b) The Supplier acknowledges that Schneider Electric may resell to its Clients the Products, Works and/or Services or any
other products or services which include the Products, Works and/or Services supplied by the Supplier and as such, theindemnity as set out in Clause 16(a) shall apply regardless.
17. INSURANCE(a) Unless otherwise provided in the relevant Purchase Order, the Supplier shall at its own costs, purchase and maintain thefollowing insurance policies in respect of all Products, Works and/or Services, and all raw materials used for producing
and providing the Products, Works and/or Services, in the respective amounts or amounts to be specified in the Purchase
Order, for the duration of the Agreement and a further six (6) years after the expiration or termination of the Agreement:(i) Commercial General Liability insurance to cover, including but not limited to, public and product liability,
premises/operations liability, products/completed operations liability, contractual liability to Supplier’s indemnities andsave harmless obligations under the Agreement, broad form property damage and all risk property damage andindependent contractors coverage, insurance—Five Million United States Dollars (USD 5,000,000) per claim andannual aggregate limit Ten Million United States Dollars (USD 10,000,000) per Agreement;(ii) Automobile Liability insurance to cover bodily injury and property loss and damage for any owned, non-owned,
leased, rented or hired automobile and used in the fulfilment of the Agreement—Two Million United States Dollars(USD 2,000,000) combined single limit per claim;(iii) Professional Indemnity (if applicable) for Two Million United States Dollars (USD 2,000,000) per claim per annum;(iv) Workers’ Injury Compensation/Employer’s Liability insurance, as required by local applicable law and/or statutegoverning such insurance in the jurisdiction where work is to be performed and/or as applicable to the employees
conducting the work; and(v) Other insurance as required by law, stipulated in the Purchase Order or otherwise requested by Schneider Electricfrom time to time.
(b) The Supplier shall take up insurance from reputable insurance companies rated A VIII or better by A.M. Best Companyof the United States of America and/or in accordance with local applicable law, licensed to do business in the jurisdiction(s)where the Products, Works and/or Services are to be supplied, delivered or performed. Any required insurance policy
shall include Schneider Electric (and the Client if Schneider Electric so require) as a named co-insured or additional
insured and contain a cross liability clause and waiver of subrogation right by the Supplier’s insurers against Schneider
Electric (and its Clients, employees, officers, agents, representatives, successors, and assigns).
(c) Within fourteen (14) days from the execution of the Agreement and within fourteen (14) days prior to the expiration of therequired insurance policies under the Agreement and at Schneider Electric’s request from time to time, the Supplier shallproduce satisfactory documentary evidence that the Supplier has taken up such insurance policies and had paid suchinsurance fees or premiums in the form of insurance certificates and receipts issued by the Supplier’s insurers. The
Supplier shall comply with all provisions under the relevant insurance policies.
(d) The consent of Schneider Electric to the insurance and limits set out in this Clause 17 shall not be considered as alimitation of the Supplier’s liability under the Agreement nor an agreement by Schneider Electric to assume liability inexcess of the said amounts or for risks not insured. Failure of the Supplier to maintain complete insurance coverage
does not lessen the Supplier’s liability and may be deemed a material breach allowing Schneider Electric to terminate theAgreement.
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Schneider Electric - General Terms and Conditions of Purchase - Mongoliaof the Agreement, and the Supplier shall accede to such testing and inspection, and fully cooperate and provide
reasonable assistance at such testing and inspection at the cost and expense of the Supplier, in which case Clause 13(c)shall apply to the extent applicable or relevant.
(f) Schneider Electric reserves its right to examine the Products, Works and/or Services independently upon the delivery of
all Products or all Works to the Delivery Point, or upon the completion of all Services under a Purchase Order, in whichcase Clause 13(c) shall apply to the extent applicable or relevant.
(g) If after any testing and inspection (or retesting and reinspection) of the Products, Works and/or Services under this Clause
15, and no issue is found by Schneider Electric or if the examination does not reveal any Defect in the Products, Works
and/or Services, Schneider Electric shall issue a Final Acceptance Certificate to the Supplier. Products, Works and/or
Services shall not be considered delivered and completed without the Final Acceptance Certificate. Schneider Electric’s
issuance of the Final Acceptance Certificate does not vitiate any of the Supplier’s warranty and guarantee obligations
under the Agreement nor a waiver of any right or remedy Schneider Electric has or may have under this Agreement orapplicable law if a Defect is later found or discovered.

18. INTELLECTUAL PROPERTY RIGHTS(a) Supplier warrants and declares that the Supplier has the unencumbered right to supply Products, deliver Works andprovide Services, and to permit Schneider Electric’s use/disposal of the Products, Works and/or Services according to
the Purchase Order without infringing any Intellectual Property Right of any third party.
(b) For the purposes of this Agreement, the Supplier grants to Schneider Electric an irrevocable, worldwide, royalty-free,perpetual, non-exclusive, sublicensable and transferable license to use the Supplier’s Background IP and Foreground IP
necessary for Schneider Electric to enjoy the benefit of the Products, Works and/or Services for the purposes of or inconnection with Schneider Electric’s business.
(c) Each Party shall retain all of its Intellectual Property Rights in its respective Background IP.
(d) Notwithstanding the foregoing, for Schneider Electric’s Background IP which Schneider Electric provides to the Supplierfor the Supplier to perform any obligation under the Agreement shall remain the absolute property of Schneider Electric,
and for the purpose of the Agreement, Schneider Electric grants to the Supplier a limited, royalty-free, non-exclusive andnon-transferable license to use Schneider Electric’s Background IP necessary for the Supplier to perform any obligation
under the Agreement, but such license to use shall not include the right for the Supplier to reengineer, reverse engineer
or recompile Schneider Electric’s Background IP for any purpose.
(e) All Foreground IP shall be owned by Schneider Electric, and as such, any Foreground IP that the Supplier develops
during the course of the performance its obligations under the Agreement, which shall be deemed work-for-hire, shallbelong to and be owned by Schneider Electric, and as such be vested in and are hereby assigned, and Supplier agrees
to assign, at no cost to Schneider Electric, by the Supplier to Schneider Electric on the date of creation of related
Foreground IP.
(f) If the Supplier reengineers, reverse engineers or recompiles Schneider Electric’s Foreground IP and Background IP for
any purpose whatsoever, whether or not for its benefit, the Supplier shall be deemed to have committed a serious andmaterial breach of this Agreement, and as such the Agreement shall be immediately terminated and the Supplier shall be
liable for any and all losses and damages that Schneider Electric would incur or suffer as a result of such breach andtermination of Agreement.
(g) Pursuant to Clause 18(e):(i) if required by Schneider Electric or applicable law, the Supplier shall fully cooperate and provide all necessary
assistance, including procuring and securing from its employees and related third parties any and all such rights orrelease, to put into written effect the vesting of any title, interest, benefit and right of the Supplier’s Foreground IP to
Schneider Electric; and(ii) accordingly, the Supplier shall notably, but not limited to:(1) provide to Schneider Electric, on request, the source and object programs/codes for the software that forms partof the Foreground IP and any associated documentation;(2) not file any application to register any industrial or intellectual property rights in the Foreground IP, andacknowledges and agrees that Schneider Electric is the only person authorised to take the necessary steps toestablish and protect its rights in the Foreground IP; and(3) not directly or indirectly exploit the Foreground IP, in any manner whatsoever, for any purpose other than for thefulfilment of the Agreement.
The rights assigned under this clause are assigned worldwide, for the entire period of statutory protection afforded to theintellectual property rights in the Foreground IP, and in accordance with foreign legislation and any international
agreements applicable in that respect.
(i) Infringement(i) If any party brings or threatens to bring any action or claim against Schneider Electric or the Clients for infringement(including contributory infringement or inducement to infringe) of any Intellectual Property Right, whether real or
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Schneider Electric - General Terms and Conditions of Purchase - Mongolia(e) Upon execution of the Agreement, and thirty (30) days prior to the expiration of the required insurance policies, theSupplier shall furnish Schneider Electric with a Certificate of Insurance, in a form acceptable to Schneider Electric. The
Certificate of Insurance must be signed by an authorized representative of the Supplier’s insurers and show that theinsurance coverages and limits of liability itemized in the insurance paragraph are being provided by the Supplier’s
insurers, showing the effective and expiration dates, policy numbers and insurer, acknowledging contractual liability
insurance for the Agreement, name Schneider Electric, its parent company and subsidiaries and their respective directors,
officers and employees as additional insured, confirm deletion of the “Other Insurance Clause” of the General Commercial
Liability insurance policy and waive rights of subrogation by insurers in favor of Schneider Electric. If an umbrella orexcess liability insurance policy is used to meet minimum insurance requirements, the Certificate of Insurance must state
the policy follows the form of the General Commercial Liability insurance policy as respects the requirements stated inthis Clause 17. The Certificate of Insurance shall also contain the following statement: “No reduction, cancellation or
expiration of any of these insurance policies shall become effective until at least thirty (30) days written notice thereof isreceived by Schneider Electric.” Upon request, the Supplier shall furnish Schneider Electric with a copy of each suchpolicy.
(f) Without prejudice to any remedy available under the Agreement or any applicable law, Schneider Electric shall have theright to order the Supplier to suspend the performance of any relevant Purchase Order unless and until the Supplierproduces the proof of insurance coverage, payment of insurance premiums and the rectification of any breach of theinsurance policy (if any).

19. SUSPENSION(a) At any time during the course of the Agreement, through written notification, Schneider Electric reserves the right tosuspend and/or order the Supplier to suspend the performance of the Agreement for convenience without the need toprovide the Supplier with any reason.
(b) In the event of such suspension, Schneider Electric shall pay the Supplier any prior mutually agreed cost of suspension,
which may include demobilization and storage, or, if not previously agreed, the costs that the Supplier must face asagreed through good faith discussion and that the Supplier must substantiate with documentary proof that it has incurredor will incur such costs.
(c) Notwithstanding the foregoing, the Supplier agrees that it shall NOT be entitled to and Schneider Electric shall not beliable for any indirect or consequential loss and damage, or direct or indirect loss of profit, revenue, business opportunity
or any other loss for forms of loss arising from such suspension under this Clause 19.
20. TERMINATION FOR CONVENIENCE(a) Schneider Electric has the sole right to terminate for convenience a Purchase Order and/or Agreement in part or whole,
without cause or reason, by giving notice with immediate effect to the Supplier, who shall:(i) immediately cease (and cause its subcontractors and suppliers to cease) any performance under that Purchase
Order and/or Agreement (including but not limited to the manufacture and/or provision of Products, Works and/or
Services, placing of orders with its subcontractors or suppliers, etc.) without affecting any other Purchase Order
and/or Agreement, or any part of the Purchase Order and/or Agreement which is not terminated;(ii) make its best efforts to protect all Products and Works which are ready for delivery, and hand over the same, together
with all relevant documentations set out in Clause 6; and(iii) use best efforts to terminate existing orders placed with its subcontractor or suppliers in respect of the terminatedPurchase Order and/or Agreement, and at Schneider Electric’s request, assign all rights and obligations under such
existing orders to Schneider Electric.
(b) The Supplier shall be paid (and only be paid) for the Products which have been manufactured, Works which have beendelivered and Services which have been provided at the time when Schneider Electric serves a termination notice under
this Clause 20(a), provided that such Products, Works and Services satisfy all requirements under the Agreement to theextent applicable and relevant. Such payment by Schneider Electric shall be final and forms the sole and exclusive remedy
available to the Supplier for the termination of the Purchase Order and/or Agreement under this Clause 20 by Schneider
Electric.
(c) The termination of any Purchase Order under Clauses 20 shall not affect any obligation of the Supplier with respect to
Products, Works and/or Services which Schneider Electric has received and paid for.
(d) The Supplier agrees that it shall NOT be entitled to and Schneider Electric shall not be liable for any indirect orconsequential loss and damage, or direct or indirect loss of profit, revenue, business opportunity or any other loss forforms of loss arising from such a termination under this Clause 20.
21. TERMINATION FOR DEFAULT(a) Schneider Electric shall have the right to terminate at Schneider Electric’s discretion, wholly or partially, the Purchase
Order and/or Agreement by notice with immediate effect and without any compensation to the Supplier, if the Supplier:(i) commits a breach of any material obligation or provision under the Agreement;(ii) commits any breach of any provision of the Agreement and fails to rectify such breach (if such breach is capable ofrectification) within thirty (30) days after the notice from Schneider Electric of such breach;(iii) fails to deliver the Products or Works, or complete Services as set out in the Purchase Order and/or Agreement;(iv) refuses to proceed with the performance of the relevant Purchase Order without good or acceptable reasons;(v) violates any applicable law in relation to the supply of the Products, Works and/or Services under this Agreement;(vi) violates any of Schneider Electric’s company policies, including but not limited to the Schneider Electric’s Code of
Conduct, Schneider Electric Supplier Code of Conduct, health and safety, anti-bribery and anti-corruption policies;(vii) become insolvent or bankrupt, file a petition for voluntary winding up except for reorganization, appoint a receiver orunder judicial management under a court order, assign his substantial assets for his creditors and/or perform an act

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alleged, the Supplier shall hold Schneider Electric harmless from and against any and all legal action and indemnify
Schneider Electric against all and any liability, losses, damages (including legal counsel’s fees, costs of court
proceedings, and other costs for resolving the claims) and defend such action or claim at Supplier’s sole expense.
In such situation, Schneider Electric shall reserve the right to withhold any money due or to be due to Supplier or callupon Supplier to furnish additional security, in an amount which in the opinion of Schneider Electric, acting
reasonably, is necessary.
(ii) Without prejudice to any remedy available under the Agreement or otherwise provided by applicable law, the Suppliershall at its entire and own expense:(1) procure from such third party, the right for the continued use by Schneider Electric and its Clients of the affected
Products, Works and/or Services; and/or(2) upon Schneider Electric’s consent, modify or replace the Products, Works and/or Services with non-infringing
items without changing the quality, specification, performance characteristics or functionality of the relevant
Product, Works and/or Services.

(b)

(d)
(e)

22. LIMITATION OF LIABILITY(a) Notwithstanding anything stated to the contrary, Schneider Electric shall not be liable to each other under the Agreement
for:(i) any indirect, consequential, special, incidental, or punitive/exemplary loss or damage incurred by the other Party;and(ii) the other Party’s loss of:(1) profit/anticipated profit;(2) revenue/anticipated revenue;(3) data/information;(4) interest, capital, financing, good will, business reputation; and(5) use, business/business opportunity.
(b) The maximum overall aggregate liability of Schneider Electric for any claim or claims arising out of the Agreement shallnot exceed the Purchase Order Price under any circumstances, regardless of the theory of liability on which recovery issought.
(c) The exclusion and limitation provisions under this Clause 22 shall not apply to the following claims for loss and damage
pertaining to:(i) death and personal injury;(ii) fraud, willful misconduct and gross negligence;(iii) infringement of intellectual property rights;(iv) violation of confidential obligations; and(v) any claims for loss and damage that cannot otherwise be excluded or limited by applicable law.
23. COMPLIANCE WITH LAWS
The Supplier shall comply with all applicable laws in its performance of the Agreement, failing which any such noncompliance shall be deemed a material breach of the Agreement.
24. EXPORT CONTROLS AND COMPLIANCE(a) The Supplier acknowledges that it is fully aware and knowledgeable of the export and reexport controls regulations,ordinances and laws in the jurisdiction from which the Products, Works and/or Services are manufactured, exported,
reexported or supplied, and agrees to obtain all necessary export and reexport permits or licenses at the Supplier’s
expense to ensure that Schneider Electric enjoys the full benefit under the Agreement.
(b) Further, the Supplier shall supply Schneider Electric with any information regarding any applicable export controls rules
and required permits or licenses for the Products, Works and/or Services to be supplied, or where the context applies,
shipped, in writing within three (3) days from the receipt of the Purchase Order. The Supplier shall also notify Schneider
Electric in writing of any changes to such export and reexport controls regulations and/or permit or licensing requirements
which may affect Schneider Electric’s benefits under the Agreement. The Supplier undertakes to comply with all export
and reexport controls regulations or rules in relation to the delivery and/or supply of the Products, Works and/or Services,and shall indemnify Schneider Electric against any and all liability, loss, damage, cost and expense (including reasonable
attorney’s fees) resulting from the Supplier’s non-compliance or violations of such export and reexport controls
regulations.
(c) For Harmonized System Tariff Codes of the Products (“HS Tariff Codes”), the Supplier shall provide Schneider Electricwith a written declaration confirming the HS Tariff Codes of the Products under customs laws before the delivery of such
Products to Schneider Electric in accordance with the Agreement, and shall notify Schneider Electric in writing
immediately if there is any change in the HS Tariff Codes of the Products.
(d) For the origin of the Products, the Supplier shall provide Schneider Electric before delivery with a written declaration
confirming the origin of the Products under customs laws, and shall notify Schneider Electric in writing immediately if there
is any change in the origin of the Products.
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Schneider Electric - General Terms and Conditions of Purchase - Mongolia(c)which in Schneider Electric’s view, may deprive Schneider Electric from any substantial benefit under the Purchase
Order and/or Agreement; or(viii) be deemed to be unable to pay its debts.
If Schneider Electric exercises its termination right under this Clause 21, it shall pay (and only pay) to the Supplier thePrice or Purchase Order Price for the Products, Works and/or Services which Schneider Electric has received and elects
to keep. Schneider Electric has the sole discretion to return to the Supplier any Products or Works received, at Supplier’s
costs and risks. For the avoidance of any doubt, the Supplier shall repay to Schneider Electric the Price or Purchase
Order Price for any Products or Works which Schneider Electric has paid but has either not received or has elected toreturn to the Supplier.
The exercise of the termination right according to this Clause 21 shall not prejudice any right or remedy Schneider Electric
may have at law or in equity.
The termination of any Purchase Order under Clause 21 shall not affect any obligation of the Supplier with respect to
Products, Works and/or Services which Schneider Electric has received and paid for.
The Supplier agrees that it shall NOT be entitled to and Schneider Electric shall not be liable for any indirect orconsequential loss and damage, or direct or indirect loss of profit, revenue, business opportunity or any other loss forforms of loss arising from such a termination under this Clause 21.

(e)
(f)

Data and information referred to in this Clause 24 shall be directly made by the Supplier to Schneider Electric.
If the Supplier fails to comply and fulfil any of its obligations under this Clause 24, Schneider Electric may terminate all
Purchase Orders by operation of law without any other formality or recourse to the Supplier fourteen (14) days after
Schneider Electric’s written notice to the Supplier to comply.

26. SCHNEIDER ELECTRIC DATA & CYBERSECURITY MINIMUM REQUIREMENTS(a) Where the Supplier has access to, collects, stores or otherwise processes data from or on behalf of Schneider Electric(e.g. including, as the case may, data from Clients, resellers or users) in connection with its provision of the Products,
Works and/or Services (“Data”), including any data that may be generated by the Products, Works and/or Services itself,
the Supplier shall at a minimum:(i) Only access, collect, store or otherwise process Data for the sole purpose of fulfilling the Supplier’s obligations underthe Agreement, or as otherwise expressly permitted by Schneider Electric in writing;(ii) Maintain reasonable and appropriate administrative, technical and organizational measures and safeguards topreserve and protect the security, integrity and confidentiality of the Data, aligned with applicable industry standards
such as ISO/IEC 27001 or IEC 62443;(iii) Should the Products, Works and/or Services contain any software, firmware or chipsets; the development andproductions of such shall demonstrably aligned with good industry practices and standards such as ISO/IEC 27001
or IEC 62443;(iv) Comply with any other privacy or security policies or procedures that Schneider Electric may provide or makeavailable from time to time to the Supplier as the context requires; especially when the Supplier has access to
Schneider Electric IT systems or network, either at a Schneider Electric location or remotely; and(v) Any infrastructure, systems, services, products or platforms used by the Supplier to access, collect, store, orotherwise process Data, including data gathered from third-parties on behalf of Schneider Electric, shall be
developed, maintained, and operated in accordance with industry-recognized security requirements and Secure
Development Lifecycle practices, including but not limited to, secure application development, vulnerability
management, and compliance with applicable regulations and requirements.
(b) The Supplier shall maintain a reasonable and industry appropriate business continuity plan to ensure its provision of the
Products, Works and/or Services, taking into account data and cybersecurity risks included in its comprehensive risk
analyses, contingency plan and solutions for its continuous delivery and operations.
(c) In the event the Supplier detects a confirmed or reasonably suspected misuse, compromise, or unauthorized access,destruction, loss, alteration, acquisition or disclosure of any Data, security breach or suspected vulnerability, whether in
the Supplier’s IT systems or network, or in relation to the Supplier (“Security Incident”):(i) the Supplier shall notify Schneider Electric within twenty-four (24) hours through Schneider Electric’s Supplier Breach
Notification Portal at: https://www.se.com/ww/en/work/support/cybersecurity/report-an-incident.jsp#Suppliers;(ii) Such notification shall contain at a minimum:(1) a brief description of the Security Incident;(2) any Schneider Electric IT systems or network, or Data affected by the Security Incident;
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25. PRIVACY / DATA PROTECTION LAWS(a) The Parties agree to abide by and comply with any and all Privacy Laws.
(b) Each Party will process professional contact details and concerned information from employees or other representativesof the other Party in the framework of a customer-supplier relationship and for the exclusive purpose of performing related
Purchase Order or Agreement. In doing so each Party, as a data controller, shall comply with Privacy Laws.
(c) The Parties acknowledge and agree that Schneider Electric shall be the controller of Schneider Electric Content for
purposes of Privacy Laws, with rights to determine the purposes for which Schneider Electric Content is processed andthe means of processing, and nothing in the Agreement shall be construed to restrict or limit in any way any or all ofSchneider Electric’s rights as owner and/or controller of Schneider Electric Content.
(d) As controller of Schneider Electric Content, Schneider Electric shall have the right to direct the Supplier, and the Supplier
agrees, to process Schneider Electric Content exclusively in accordance with Schneider Electric’s Privacy and Data
Protection Policy (https://www.se.com/sg/en/about-us/legal/data-privacy.jsp) and/or as anticipated by the Agreement andas may be subsequently instructed by Schneider Electric, from time to time.
(e) Supplier Safeguards:(i) The Supplier represents and warrants that it has adopted all reasonable physical, technical, organizational andinfrastructural safeguards against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure,access, use processing of Schneider Electric Content.
(ii) Supplier will immediately notify Schneider Electric in the event of any known or suspected unauthorized access to or
use of Schneider Electric Content, and shall take all measures on best efforts basis, to rectify such unauthorizedaccess to or use of Schneider Electric Content.
(iii) Without prejudice to the foregoing, Supplier shall (i) comply with all Privacy Laws; and (ii) not place Schneider Electricin breach of any requirements of Privacy Laws or other valid legal or regulatory process, failing which the Suppliershall be deemed to have committed a material breach of the Agreement, and as such the Agreement shall be
immediately terminated and the Supplier shall be liable for any and all losses and damages that Schneider Electric
would incur or suffer as a result of such breach and termination of Agreement.

27. FORCE MAJEURE(a) Neither Party shall be considered to have defaulted in the performance of any obligation under the Agreement due to a
Force Majeure Event provided that the Party affected by Force Majeure Event shall:(i) notify the other Party in writing within three (3) days from becoming aware of the Force Majeure Event;(ii) use reasonable efforts to reduce the impact on the affected Party’s performance of the Agreement;(iii) present reasonably sufficient evidence of such Force Majeure Event to the other Party; and(iv) unless the Agreement is terminated according to this Clause 27, inform the other Party of the cessation of such Force
Majeure Event in writing and resume its contractual obligations immediately after the cessation of such Force Majeure
Event.
(b) If a Force Majeure Event delays the performance of any obligation under the Agreement, the Party affected by such Force
Majeure Event shall have an extended period up to the mutually agreed period of extension of time or the length of theForce Majeure Event, but no longer than is reasonably necessary to perform any such affected obligation.
(c) If a Force Majeure Event which affects the performance of the Agreement lasts for thirty (30) days, Schneider Electricshall have the right to terminate the Agreement without liability whatsoever by serving a written notice to the Supplier, inwhich case, Schneider Electric shall pay and only pay for the Products, Works and/or Services that Schneider Electrichas received and accepted.
28. COMMUNICATIONS/NOTICESAll communications between the Supplier and Schneider Electric shall be in English and in the form of e-mails, faxes, orletters and shall be sent to the address or e-mail accounts, or contact numbers (as the case may be) as shown on thePurchase Order, unless one Party otherwise notifies the other Party in writing.
29. CONFIDENTIALITY(a) The Supplier shall keep all Confidential Information secret and shall not use any of it for any purpose other than theperformance of the Agreement, except that, for the purpose of performance of the Agreement, the Supplier is allowed todisclose any Confidential Information, on a strict need-to-know basis, to its employees, subcontractors or suppliers who
are not Schneider Electric’s competitors (“Recipients”), provided the Supplier:(i) has obtained the written consent from Schneider Electric to disclose Confidential Information to such Recipients; and(ii) has procured from each of such Recipient his/her undertaking in writing not to disclose or otherwise misuse theConfidential Information.
(b) Upon the request by Schneider Electric, the Supplier shall execute a separate non-disclosure or confidentiality agreementwith Schneider Electric in the form reasonably satisfactory to Schneider Electric not to disclose or misuse the Confidential
Information.
(c) If any Purchase Order is completed or otherwise terminated, upon receipt of Schneider Electric’s written notice, theSupplier shall at its own cost immediately return or destroy all documents and/or media that contain any Confidential
Information.
(d) The obligation set out in this Clause 29 or in any such non-disclosure or confidentiality agreement shall survive thetermination and completion of the Agreement until concerned information fall into public domain except through a breachof the confidentiality obligation herein.
30. SUSTAINABLE DEVELOPMENT, ENVIRONMENT, ETHICS AND COMPLIANCE(a) The Supplier acknowledges familiarity with the Schneider Electric’s Code of Conduct and Schneider Electric Supplier
Code of Conduct.
(b) The Supplier agrees that it shall at all times comply with the Schneider Electric’s Code of Conduct, as may be updated
from time to time and with the ethics and anti-bribery/corruption policies implemented and monitored by Schneider
Electric, as referred to or deriving from Schneider Electric’s Code of Conduct. The Supplier shall, as and when requested,
provide written certification in the form required by Schneider Electric to confirm that it has complied with all laws and with
the Schneider Electric’s Code of Conduct.
(c) The Supplier undertakes to inform Schneider Electric of any Conflict Mineral substances found in the Products and theircountry of origin, in accordance with the requirements of the US Dodd-Frank Act of 2010 and/or any other legislation with
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Schneider Electric - General Terms and Conditions of Purchase - Mongolia(3) any persons involved with the Security Incident, including any persons who made any unauthorized use orreceived an unauthorized disclosure, if known;(4) what the Supplier has done or shall do to investigate the Security Incident, to mitigate any deleterious effects,
and to protect against any further harm or other similar Security Incidents; and(5) any other information requested by Schneider Electric relating to the Security Incident; and(iii) Take prompt steps to investigate, contain, and remediate any Security Incident and cooperate with Schneider Electricin any subsequent investigation and response in connection with the Supplier’s IT systems or networks, or in relation
to the Products, Works and/or Services, and evidence demonstrating the completion of those activities. Unlessotherwise specified hereto, each Party will bear its own cost in relation to its performance and action contemplated
as determined herein.
(d) In addition to the foregoing and in case the performance of the Purchase Order necessitates specific or enhanced
protection measures for Data, the Parties shall enter into a specific and appropriate addendum to this Agreement
considering the level of data protection and cybersecurity required by the circumstances as reasonably determined by
Schneider Electric.

the same purpose.
The Supplier undertakes to adhere to and comply with the principles and guidance of the ISO 26000 “Guidance on Social
Responsibility”
international
standard.
The
basic
principles
of
ISO
26000
are
availableat
http://www.iso.org/iso/fr/discovering_iso_26000.pdf.
(e) Should the Supplier, its employees or any of its suppliers and/or subcontractors, including their employees, shall haveany concern about ethics, compliance or Schneider Electric’s Code of Conduct and related policies, at Schneider
Electric, it may raise alert through their point of contact or through the Schneider Electric’s Reporting Hotline.
(d)32. ENTIRE AGREEMENT
The Agreement is the entire agreement between the Parties with respect to its subject matter. Except as may be expressly
stated in the Agreement, it supersedes all prior agreements, statements, representations, understandings, negotiations,
proposals and discussions, whether oral or written, between the Parties.
33. AMENDMENT
No amendment to the Agreement shall be valid unless it is made in writing and signed by the Parties’ authorised
representatives.
34. WAIVER
Any non-enforcement of any term or condition of the Agreement or delay in enforcing or forbearance by Schneider Electricshall not be construed as a waiver of such term or condition by Schneider Electric. Further, any waiver in writing by
Schneider Electric of any provision or term of the Agreement shall not be interpreted as a waiver for future breach of thesame provision or term.
35. INDEPENDENT SUPPLIERThe Supplier and its employees, agents, representatives, assigns, subcontractor and suppliers. etc. are independent
suppliers and shall not be construed as agents, representatives, or employees of Schneider Electric and nothing in theAgreement shall constitute the creation, establishment or relationship of partnership or joint venture between the Parties.
36. ASSIGNMENT(a) Schneider Electric shall have the right to assign its rights or obligations under the Agreement in part or in whole to any
third party (including its affiliate) without the need for consent from the Supplier.
(b) The Supplier shall not assign, novate or subcontract any of its right, obligation and liability under the Agreement to any
third party without the prior written consent of Schneider Electric. Notwithstanding the foregoing, Schneider Electric’s
consent to such an assignment, novation or subcontract shall not release the Supplier from the obligation and liability
under the Agreement so assigned, novated or subcontracted.
37. SEVERABILITY
If any provision of the Agreement is rendered void, illegal or unenforceable by any legislation to which it is subject and/or
competent court of law, it shall, to the extent required, be severed from the Agreement and rendered ineffective as far as
possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any othercircumstances of or the validity or enforcement of the Agreement. In such an event the Parties shall negotiate in goodfaith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provisionso severed
38. THIRD PARTY RIGHTS
Notwithstanding anything stated to the contrary or even in law, the Parties agree that no person or party, whether or nota beneficiary, shall have any legal or equitable right or benefit under this Agreement or the right to enforce any legal or
equitable right or benefit it may have, if such person or party is not privy to or is not a Party to this Agreement.
39. DISPUTES, GOVERNING LAW AND JURISDICTION(a) The Purchase Order and Agreement shall be governed in all respects by the laws of Country, regardless of where theProducts and/or Works are delivered and/or the Services are performed under the Agreement, without regard to its conflictof law provisions.
(b) Any dispute that may directly or indirectly arise from:(i) the interpretation, validity, performance, expiry or termination for any reason whatsoever of Purchase Order or the
Agreement or any matters or issues arising in connection therewith;
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31. AUDIT(a) The Supplier shall keep and maintain all documents and systems information in relation to the Products, Works and/or
Services the Supplier supplies to Schneider Electric under the relevant Purchase Order or Agreement for a duration of 6
years from the date of such supply.
(b) Schneider Electric and any of its authorised representatives shall have the right to:(i)enter into the Supplier’s premises, or of its main suppliers or subcontractors’ premises, and inspect and audit any
and all documents and systems in relation to the Products, Works and/or Services the Supplier supplies to Schneider
Electric under the relevant Purchase Order or Agreement; and(ii)
pursuant to any such audit or inspection conducted by Schneider Electric and any of its authorised representatives,
make copies and take away such copies of documents that Schneider Electric and any of its authorised
representatives deem fit for documentary and evidentiary purposes.

(ii) the current or past commercial relationship between the Parties; or(iii) the Parties’ failure to settle out of court within thirty (30) days of the initial notice of the dispute given by either Party,
will be subject to the exclusive adjudication and jurisdiction of the courts of Country, and the Parties waive any right tobring any action against the other Party in any other jurisdiction or court notwithstanding any third-party notice or
impleaders, multiple defendants and summary proceedings.
(c) The United Nations Convention on Contract for the International Sale of Goods shall not apply to the Agreement.

41. NO JOINT AND SEVERAL LIABILITIESThe Supplier expressly acknowledges and agrees that there shall be no joint and several liabilities between Schneider
Electric and other Schneider Electric legal entities within the Schneider Electric Group.
42. LANGUAGE
This Agreement is made out in both English and Mongolian languages and both language versions being equallyauthentic. In the event of any inconsistence between the two language versions, the English language version shall be
the binding version.
END OF DOCUMENT

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40. PUBLICITY(a) The Supplier shall not publicly disclose, publicise or issue any publicity or announcement or make any disclosure inwhatsoever manner in relation to this or any Purchase Order or Agreement, except as required by law or unlessspecifically agreed to by Schneider Electric in writing.
(b) The Supplier shall not use the name of Schneider Electric or any Schneider Electric-owned brands, logos, trademarks,
service marks or marks, whether or not copyrighted or trademark-registered by Schneider Electric, in connection with any
advertising or publicity materials or activities without the prior written consent of Schneider Electric.