North America Terms And Conditions Of Sale

1. APPLICABILITY AND ACCEPTANCE. These Terms and Conditions of Sale (“Terms”) govern the purchase by the buyer (“Buyer”) from the Johnson Controls selling entity (“Seller”) of any of the following:

• “Products” consisting of:

i. Hardware and equipment manufactured or developed by Seller (“Equipment”);
ii. Software developed by Seller (“Software”); and/or
iii. Hardware or software manufactured or developed by third parties (“Third Party Products”); and

• “Services” (including hosted services) provided by Seller (“Services”).

Each as identified in Seller’s quotation, credit application, proposal, order acknowledgment, or invoice (collectively, the “Sales Confirmation”). These Terms, together with the Sales Confirmation, constitute the entire agreement between Buyer and Seller, unless and to the extent modified by a separate written agreement signed by its authorized representative of Seller (e.g., any applicable dealer, reseller, distributor, or sales representative agreement) (a “Superseding Agreement”). Buyer accepts these Terms by signing and returning Seller’s quotation, submitting a purchase order in response to the quotation, instructing Seller to ship Products or provide Services, or accepting or paying for the Products or Services. Any additional or conflicting terms proposed by Buyer, whether in a purchase order, shipping release, or other document, are expressly rejected and shall not be binding on Seller unless specifically agreed to in a written amendment signed by Seller’s authorized representative. Buyer is hereby notified of Seller’s express rejection of any terms inconsistent with these Terms or any other terms proposed by Buyer in accepting Seller’s quotation. Neither Seller’s subsequent lack of objection to any terms, nor the delivery of the Products or Services, shall constitute Seller’s agreement to any such terms.

2. PRICE; PAYMENT; INVOICING DISPUTES.

a. Currency. All purchases and payments shall be made in U.S. Dollars unless otherwise specified in the applicable price list or Sales Confirmation.

b. Pricing Adjustments. Prices may be adjusted by Seller, upon notice to Buyer, prior to shipment for Products or Services supplied hereunder, for all other costs, regardless of whether a proposal, quotation or purchase order has been accepted, acknowledged or otherwise agreed, to take into account increases in the cost of raw materials (e.g., steel, aluminum, electronic components), difficulties in securing products, changes in law, increases in labor rates or Taxes (as defined below), Trade Restrictions (as defined below), government actions, or to cover any unforeseen or other extra cost elements. The term “Trade Restrictions” is defined as any additional or new tariff/duty, quota, tariff-rate quota, or cost associated with the withdrawal of tariff/duty concessions pursuant to a trade agreement(s).

c. Taxes and Charges. All stated prices exclude taxes, fees, duties, tariffs, permits, and similar charges (“Taxes”), which Buyer agrees to pay unless a valid exemption certificate is provided. Seller may list Taxes separately on invoices. If Seller pays any such Taxes, Buyer shall reimburse Seller upon demand. Invalid exemption certificates will result in immediate payment of applicable Taxes, penalties, and interest. Seller may adjust delivery timelines and pricing due to changes in Taxes or related charges any time prior to shipment. Buyer-requested delivery changes or delays not caused by Seller may result in price increases at Seller’s discretion.

d. Payment Terms. Payment terms are contingent on Seller’s credit approval. If credit approval is withheld, payment is due in advance of the performance or shipment date stated in the Sales Confirmation. Unless otherwise specified, Buyer shall pay all invoices within 30 days of the invoice date via EFT/ACH per Seller’s written instructions. Alternative payment methods require Seller’s written consent. Buyer is responsible for verifying payment instructions and assumes risk for unauthorized payments. Credit card payments incur a 2.5% surcharge, unless prohibited by law. . If Buyer does not specify how to apply a payment should, Seller may allocate it at its discretion.

e. Late Payments & Remedies. If payment is not received by the due date, Seller may suspend Services, withhold deliveries, terminate software licenses, or cancel these terms and the applicable purchase order. Buyer will incur: (i) interest at the lesser of 1.5% per month or the maximum legal rate; and (ii) collection costs, including out-of-pocket expenses and a fee of 25% (or 35% if litigation is initiated) of the overdue amount. Seller retains all rights under the Uniform Commercial Code or equivalent laws. Shipments may be suspended or require prepayment if invoices remain unpaid after 30 days.

f. Invoice Disputes. Invoice disputes must be submitted in writing within 21 days of the invoice date. Buyer must pay all undisputed amounts on time. Disputed amounts are due immediately upon resolution. Parties will resolve disputes in good faith within 21 days. Buyer may not offset payments due against any claims or disputes with Seller, regardless of whether relating to Seller’s breach, bankruptcy or otherwise.

g. Rebates & Incentives. Eligibility for rebates or incentives depends on timely payment of all amounts owed during the period to which the rebate or other incentive relates

h. Credit Expiration. Unused credits, including rebates, may be applied by Seller to outstanding amounts after 90 days. All credits expire 180 days after issuance.

i. Solvency Representation. By placing an order, Buyer affirms its solvency and ability to pay. If Buyer defaults, becomes insolvent, or enters bankruptcy, Seller may terminate its obligations hereunder by written notice. Buyer remains liable for all delivered Products, Services performed, and work in progress.

3. ORDER ACCEPTANCE AND ACKNOWLEDGMENT; BACK ORDERS. No order is binding on Seller unless accepted by its authorized representative. Seller may reject any order, in whole or in part, for any reason. If unable to ship the full order, Seller may make and invoice partial shipments and backorder the remainder unless otherwise directed.

4. DELIVERY; SHIPPING.

a. Delivery Dates and Delays. Seller’s delivery dates for Products are estimates only and are based on timely receipt of all required information from Buyer. If Buyer causes delays in shipment or completion, Seller may charge for resulting costs. Seller is not liable for delays, loss, or damage in transit, and delay in delivery is not a material breach. Seller will use commercially reasonable efforts to make shipments as scheduled.

b. Shipping. Unless otherwise agreed in writing, delivery is EXW (Incoterms® 2020) Seller’s facility (“Delivery Location”) using Seller’s standard packaging and shipping methods. Buyer must take delivery within three (3) days of notice. Failure to do so may result in storage fees or shipment at Buyer’s expense. Seller may make partial shipments at its discretion, each constituting a separate sale payable upon delivery. Buyer is responsible for obtaining and providing all necessary import licenses and consents prior to shipment. Claims for transit loss or damage must be made directly to the carrier.

c. Non-Delivery. Seller’s dispatch records are conclusive evidence of delivered quantity unless Buyer provides proof to the contrary. Seller is not liable for non-delivery unless notified in writing within five (5) days of expected receipt. Seller’s sole obligation for non-delivery is to replace the Products or adjust the invoice, at its discretion.

d. Export Compliance. Quoted shipping dates for export orders are subject to receipt of all required export documentation and authorizations. Prices are based on domestic shipment unless otherwise agreed in writing. For export orders, Buyer shall provide the destination, end-use, and end-user information at the time of order. Seller reserves the right to select the freight forwarder, carrier, and broker. Buyer is solely responsible for compliance with chemical registration, importation, and applicable U.S. export laws. Seller shall not act as importer of record and assumes no responsibility for compliance with import requirements of the destination country.

5. TITLE; RISK OF LOSS.

a. Risk of Loss. Risk of loss or damage to the Products passes to Buyer upon delivery at the Delivery Location. If Buyer fails to accept delivery on the date specified in Seller’s notice, or if delivery is prevented due to Buyer’s failure to provide necessary instructions, documents, licenses, or authorizations, then: (i) the Products shall be deemed delivered to Buyer; and (ii) Seller may, at its option, (A) store the Products at Buyer’s expense, including costs of storage and insurance; or (B) ship the Products to Buyer at Buyer’s cost and risk.

b. Title to Products. Title to Products (excluding Software) transfers to Buyer upon delivery at the Delivery Location. If payment has not been made in advance, Seller retains a security interest in the Products and their proceeds until full payment is received. Seller may, in its discretion, register such security interest in any applicable jurisdiction where the Products are delivered or located. Upon Seller’s request, Buyer shall promptly execute all documents and take all actions reasonably required to perfect and enforce Seller’s security interest, at Seller’s expense.

c. Title to Software. Title to any Software provided under these Terms remains with Seller or its licensors, and such Software is licensed to Buyer under the applicable end user license agreement.

6. INSPECTION; REJECTION OF PRODUCTS; RETURN POLICY.

a. Inspection and Acceptance. For purposes of this Section, “Nonconforming Products” means only: (i) Products that differ from those specified in Buyer’s purchase order, or (ii) Products with incorrect labeling or packaging. Buyer shall inspect the Products within five (5) days of delivery (“Inspection Period”). Unless Buyer notifies Seller in writing of any Nonconforming Products within the Inspection Period and provides supporting documentation reasonably required by Seller, the Products shall be deemed accepted.

b. Remedies for Nonconforming Products. If Buyer timely notifies Seller of Nonconforming Products, Seller shall, at its sole discretion upon receipt of the Nonconforming Products: (i) replace the Nonconforming Products with conforming Products; or (ii) issue a credit or refund for the purchase price of the Nonconforming Products, including reasonable shipping and handling costs incurred by Buyer. At Seller’s direction, Buyer shall either return the Nonconforming Products at Seller’s expense or dispose of them in a manner approved by Seller and provide a certificate of destruction upon Seller’s request. Seller shall bear the risk of loss for returned or replacement Products until delivery at the Delivery Location.

c. Exclusive Remedy. The remedies set forth in this Section are Buyer’s exclusive remedies and Seller’s sole liability for Nonconforming Products. Buyer may not return Products without Seller’s prior written authorization, except as expressly provided herein.

d. Return Policy. No Products may be returned without Seller’s prior written approval. Requests to return Products (excluding Nonconforming Products or Products subject to a Limited Warranty claim) must include a description of the Product, reason for return, and the relevant order or invoice number. If approved, Seller will issue a Return Material Authorization form (“RMA”) with instructions and a reference number. The RMA form must accompany the returned Products and is valid for thirty (30) days from issuance. Products returned due to Seller’s order entry or shipping error will be credited at full value if returned within thirty (30) days of the original date of delivery. Defective Products will be credited at the actual purchase price only after inspection and verification by Seller. A restocking fee of 25% or $25.00 (whichever is greater) will apply to other returns, and credit will depend on the Product’s resale value. Return freight is Buyer’s responsibility. Third Party Products may be returned only under the original manufacturer’s terms. If the manufacturer does not accept the return, Seller will not issue credit. Special orders, made-to-order Products, discontinued items, and Products superseded by newer models are non-returnable. To be eligible for credit, Products must be returned within both thirty (30) days from issuance of the RMA and ninety (90) days of the original invoice date, in reasonable quantities, and in resalable condition. Products must be packaged to prevent damage in transit; original packaging is preferred. No credit will be issued for Products damaged due to improper packaging. Web-based training courses are non-returnable, and credit will not be issued once access has been activated. Course descriptions are available online prior to purchase. Once access is provided, entitlement remains valid for one year from the purchase date.

7. LIMITED WARRANTY.

a. Generally: Unless otherwise specified in a separate written warranty accompanying the Equipment, in the applicable Equipment price list, or on a separate written Seller warranty schedule (see https://johnsoncontrols.com/legal/buildings-warranties) (in which case such terms shall govern), Seller warrants to Buyer that the Equipment will be free from defects in material and workmanship for a period of one (1) year from the date of original delivery to Buyer (the “Warranty Period”). If the Equipment fails to conform to this Limited Warranty during the Warranty Period and Buyer provides written notice to Seller of such nonconformance during such period, Seller shall, at its sole discretion: (i) repair or replace the defective Equipment; or (ii) refund the original purchase price paid by Buyer for the defective Equipment, prorated for warranty periods exceeding one (1) year. Repair or replacement may be made using new or refurbished Equipment or components, or, if the original Equipment is no longer sold, with a comparable product of similar functionality. Buyer shall bear all costs associated with access, de-installation, reinstallation, and transportation of the Equipment to and from Seller. Any repair or replacement under this Limited Warranty does not extend the original Warranty Period.

b. Exclusive Remedy. This Limited Warranty constitutes Buyer’s exclusive remedy and Seller’s sole liability for any defect or failure of the Equipment, whether arising in contract, tort, strict liability, or otherwise. This Limited Warranty shall apply to the maximum extent permitted by law. If any portion of this Limited Warranty is held invalid, the remainder shall remain in full force and effect.

c. Conditions to Limited Warranty: This Limited Warranty and associated remedies are expressly conditioned upon: (i) Buyer’s full payment of the purchase price for the Equipment; and (ii) Buyer’s written notice to Seller of any defect, reasonably described, within ten (10) days of discovery or when the defect reasonably should have been discovered. If Buyer fails to timely pay for the Equipment, the Limited Warranty for such Equipment shall expire thirty (30) days from the date of Buyer’s initial purchase, notwithstanding any contrary provision in these Terms or in any separate warranty statement.

d. Exclusions. This Limited Warranty does not apply to (i) consumable Equipment and components intended for regular replacement, including but not limited to batteries, filters, belts and kits; (ii) Equipment subjected to misuse, neglect, accident, improper installation or use inconsistent with documentation, specifications, or regulatory approvals; (iii) damage caused by fire, flood, wind, earthquake, lightning, excessive voltage, mechanical shock, water intrusion, or other events beyond Seller’s control; (iv) Equipment altered or repaired by any party other than Seller or its authorized representatives; (v) normal wear and tear; (vi) Third Party Products; (vii) any Equipment manufactured or customized to Buyer’s specifications; (viii) Equipment not reasonably evidenced to have been stored, installed, operated, used, or maintained in accordance with Seller’s specifications, instructions, and applicable codes and regulations; (ix) Equipment purchased through channels or parties not authorized by Seller; (x) any Software (any such Software being warranted under the terms of the end user license agreement applicable to such Software or, if none, the terms of the general end user license agreement found at http://www.johnsoncontrols.com/techterms); (xi) Equipment for which Seller has provided a rebate or other accommodation in lieu of a warranty; and/or (xii) Equipment subject to a separate written warranty (“Other Warranty”) accompanying the Equipment, included in the applicable documentation or listed in the applicable price list (which Other Warranty governs). Third Party Products may be covered by warranties of other manufacturers, suppliers, or publishers, which Seller may assign or pass through to Buyer, without recourse to Seller, to the extent permitted. Seller does not assume, and does not authorize any third party to assume, any additional obligations in connection with the sale of Products or components. Seller shall not be liable for system design errors, inaccurate or incomplete information provided by Buyer or its representatives, or for the establishment, operation, maintenance, access, security, or performance of Buyer’s or its customers’ computer networks. Buyer is solely responsible for all such network-related matters, including compatibility and performance.

e. How to Make a Limited Warranty Claim: To initiate a Limited Warranty claim, Buyer must notify Seller and request an RMA by contacting either: (i) the original place of purchase (e.g., Seller’s branch, retailer, distributor, or wholesaler); or (ii) Seller’s customer support organization for the applicable Equipment line. Returned Equipment will only be accepted if accompanied by a valid RMA. Equipment returned without an RMA will be refused and returned to Buyer at Buyer’s expense.

f. Limited Warranty on Services: If Seller provides Services incidental to the sale of Equipment, such as installation, training, or start-up, Seller warrants that such Services will be performed in a professional and workmanlike manner. Buyer must notify Seller in writing of any nonconforming Services within five (5) days of completion, reasonably describing the deficiency. Upon timely notice, Seller will re-perform the nonconforming Services at no additional charge. The remedies set forth in this Section are Buyer’s sole and exclusive remedy, and Seller’s sole liability, for any failure to perform Services in accordance with this Limited Warranty.

8. INTELLECTUAL PROPERTY. Buyer acknowledges that Seller and its affiliates own or license all intellectual property—including brands, trademarks, designs, patents, copyrights, and other rights—related to Seller’s Products and Services. No rights or licenses are granted to Buyer to manufacture, modify, import, or copy such Products or Services. Buyer may reference Seller’s or its affiliates’ brands solely in connection with the use or resale of Products delivered under these Terms, and not in relation to any other products, unless expressly authorized in writing by Seller. Buyer shall not, directly or indirectly, reverse engineer, decompile, or disassemble any software (including firmware) in or related to a Product, except as expressly permitted by applicable law or the relevant open source license.

9. DATA, DATA ACCESS AND CYBERSECURITY. Buyer consents to the collection, processing, and international transfer of personal data related to its business relationship with Seller (“Data”) for Seller’s and its affiliates’ general business purposes, including service and product recommendations, benchmarking, energy monitoring, maintenance, support, and marketing (“Business Purposes”). Seller shall exclusively own all Data and may anonymize it to create de-identified data (“De-Identified Data”), which Seller may use for Business Purposes. If Seller cannot own the De-Identified Data due to law or contractual obligations, Buyer grants Seller and its affiliates a non-exclusive, perpetual, irrevocable, fully paid, royalty-free license to use, copy, distribute, and otherwise exploit aggregated data derived from Buyer’s use of the De-Identified Data for Business Purposes. Buyer confirms it has read and understood Seller’s Privacy Notice (www.johnsoncontrols.com/privacy), consents to the processing and transfer of Data as described therein, and, where required by law, has obtained consent from relevant data subjects, including its employees.

10. SOFTWARE SUPPORT. Seller supports the current and immediately preceding version of its Software Products. Support for Software not covered by Limited Warranty or a valid Software Support Agreement (“SSA”) is subject to time-and-materials charges, or Buyer (or end-user, as applicable) may be required to purchase an SSA, if available.

11. INDEMNIFICATION. Buyer shall indemnify, defend, and hold harmless Seller, its affiliates, successors, assigns, and their respective officers, directors, and employees from any claims, losses, damages, costs, and expenses (including reasonable attorney’s fees and good-faith settlements) arising from: (i) Buyer’s or its representatives’ acts or omissions related to the purchase, handling, transport, import/export, use, marketing, sale, installation, service or maintenance of Products or Services; (ii) Buyer’s representations or omissions regarding Products or Services beyond Seller’s express warranties; (iii) sales to installers known or reasonably suspected by Buyer to be unqualified, code violators, or responsible for hazardous installations; (iv) misuse or unauthorized disclosure of Seller’s intellectual property; (v) Buyer’s or its agents’ intentional misconduct or negligence; (vi) Buyer’s contractual obligations to third parties; (vii) misuse or modification of Products by Buyer or its agents; and (viii) Buyer’s failure to comply with applicable laws or these Terms. Seller’s obligations are limited to those expressly stated in Section 7 or any applicable Superseding Agreement. No general or special indemnity, including for intellectual property, is provided by Seller under these Terms.

12. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY.

a. DISCLAIMER OF IMPLIED WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS EXPRESSLY STATED IN SELLER’S LIMITED WARRANTY OR OTHER WRITTEN WARRANTY APPLICABLE TO THE PRODUCTS OR SERVICES, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PRODUCTS OR SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALL OTHER WARRANTIES ARE DISCLAIMED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY ARISING FROM COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. SELLER DOES NOT WARRANT THAT ANY SOFTWARE (INCLUDING FIRMWARE) WILL OPERATE UNINTERRUPTED, BE ERROR-FREE OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. SELLER IS NOT RESPONSIBLE FOR ISSUES CAUSED BY CHANGES TO THE OPERATING CHARACTERISTICS OF THE DEVICE(S) RUNNING THE SOFTWARE, OR BY INTERACTIONS WITH NON-SELLER SOFTWARE OR HARDWARE. SELLER DOES NOT AUTHORIZE BUYER OR ANY THIRD PARTY TO MODIFY OR EXTEND ANY WARRANTY OR ASSUME ANY LIABILITY ON ITS BEHALF. WHERE EXCLUSIONS OR LIMITATIONS ARE NOT PERMITTED BY LAW, THEY SHALL APPLY ONLY TO THE EXTENT ALLOWED, AND IN SUCH CASE, ANY IMPLIED WARRANTIES SHALL BE LIMITED TO THE DURATION OF THE APPLICABLE LIMITED WARRANTY.

b. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER AND ITS AFFILIATES AND AGENTS SHALL NOT BE LIABLE—REGARDLESS OF THE LEGAL THEORY—FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING LOSS OF BUSINESS, USE, REVENUE, PROFITS, DATA, DELAYS, OR DAMAGES ARISING FROM VIRUSES, RANSOMWARE, CYBERATTACKS, OR NETWORK FAILURES, RESULTING FROM OR RELATED TO THESE TERMS OR THE USE, MISUSE, OR INABILITY TO USE THE PRODUCTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c. LIABILITY CAP. SELLER, ITS AFFILIATES, AND THEIR RESPECTIVE PERSONNEL, SUPPLIERS, AND VENDORS SHALL NOT BE LIABLE UNDER THESE TERMS—OR OTHERWISE IN CONNECTION WITH THE PRODUCTS OR SERVICES PURCHASED—FOR AN AMOUNT EXCEEDING THE LESSER OF: (I) THE TOTAL FEES PAID BY BUYER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM, OR (II) $2 MILLION USD, REGARDLESS OF CAUSE OR LEGAL THEORY, INCLUDING CONTRACT, INDEMNITY, TORT (NEGLIGENCE INCLUDED), OR OTHERWISE.

d. Legal Exceptions. The foregoing disclaimers and limitations will not apply to the extent prohibited by applicable law.

13. PRODUCT CHANGES; RECALLS.

a. Product/Service Changes. Seller may alter, modify, redesign, or discontinue any Product (or component) or Service, and revise its service, warranty, support, or other policies at any time, without notice or obligation to Buyer.

b. Recalls. Upon notice of a Product recall, Buyer shall immediately cease use of the affected Product. Seller’s sole obligation shall be to repair or replace recalled Equipment. For Third Party Products, Seller will pass through any available recall remedies. The foregoing constitutes Seller’s sole and exclusive remedy for any Product recall.

14. NO LICENSE; SOFTWARE; HOSTED SERVICES.

a. No License. Except as provided in subsection (b), the sale of Products does not grant Buyer any license—express or implied—under any patents, trademarks, trade names, or other proprietary rights of Seller, its affiliates, or suppliers. All such rights are expressly reserved. Buyer shall not use Seller’s trademarks or trade names without prior written consent, except in connection with the resale of Products pre-marked or packaged by or for Seller. Except as expressly permitted, Buyer shall not—and shall not knowingly permit others to: (i) lease, license, sublicense, transfer, or assign rights under these Terms; (ii) sell, rent, or distribute the Software, including via service bureau or timesharing; or (iii) copy, duplicate, or reproduce any part of the Software or documentation.

b. EULA and Limited License for Channel Partners. If Software is provided by Seller—whether standalone or embedded as object code or firmware—Buyer acknowledges it is licensed, not sold, and may only be used in accordance with the applicable end user license agreement (“EULA”) accompanying the Software or, if none, the EULA available at www.johnsoncontrols.com/techterms. If Buyer is an authorized distributor, dealer, or reseller of Seller, Seller grants a nonexclusive, nontransferable license during the term of such relationship to: (i) distribute the Software and documentation solely to end users in the designated territory who have executed the EULA; (ii) use the Software on Buyer-controlled systems for sales, marketing, and technical support purposes; and (iii) use and copy the documentation solely to support Buyer’s licensed use. Licenses automatically terminate without notice if Buyer fails to timely pay applicable license or other Software-related fees.

c. EULA Acceptance. Where permitted by law, end users of Software may execute the EULA electronically during installation or initial operation. If Buyer installs Software or Products containing Software on behalf of end users, Buyer must ensure EULA acceptance by the end user and, upon Seller’s request, provide reasonable assistance to verify compliance. Any use, modification, or distribution of the Software or documentation beyond the scope of the granted license is prohibited. Buyer must ensure all copies of Software include Seller’s proprietary notices as originally provided or reasonably required.

d. Hosted Services. Access to hosted Services (e.g., SaaS) under these Terms is governed by the terms presented within those services or, if none, by the applicable terms at www.johnsoncontrols.com/techterms (“TOS”). In the event of a conflict between the TOS or any applicable EULA and these Terms, the TOS or EULA shall prevail unless modified pursuant to Section 1.

e. License Expiration for Nonpayment. Failure by Buyer to timely pay any applicable Software license, hosted Services or related fees shall result in automatic termination of the applicable EULA or TOS, without notice.

15. CANCELLATION AND TERMINATION.

a. Order Cancellation. Orders accepted by Seller may not be canceled without Seller’s prior written consent and Buyer’s acceptance of applicable cancellation charges, which compensate Seller for associated costs and losses. For Industrial Refrigeration Products, cancellation charges equal (X/Y + 0.1) × Product selling price, where: (i) X = weeks from order date to Seller’s receipt of cancellation notice; and (ii) Y = weeks remaining until scheduled delivery. Cancellation charges shall not exceed 100% of the Product selling price. Buyer agrees such charges are reasonable in light of the difficulties of proving actual losses to Seller caused by Buyer’s cancellation and are not a penalty. Seller may cancel any sale prior to delivery at its sole discretion, with no liability beyond refund of amounts paid.

b. Termination. In addition to any other available remedies, Seller may terminate these Terms and or any purchase order immediately upon written notice if Buyer: (i) fails to pay any amount due and does not cure within five (5) days of receiving written notice; (ii) breaches any provision of these Terms; or (iii) becomes insolvent, files for bankruptcy, or is subject to bankruptcy, receivership, reorganization, or similar proceedings. Seller may also terminate these Terms without cause upon ninety (90) days’ prior written notice.

16. CONFIDENTIALITY. All non-public, confidential, or proprietary information of Seller—including trade secrets, intellectual property, business data, specifications, designs, pricing, and other materials—disclosed to Buyer in any form, whether marked as confidential or not, is strictly confidential. Such information is provided solely for performance under these Terms and may not be disclosed or copied without Seller’s prior written consent. Upon request, Buyer shall promptly return all confidential information and materials received from Seller. Seller is entitled to injunctive relief for any breach of this Section without posting bond or proving inadequacy of legal remedies. This obligation does not apply to information that: (a) enters the public domain through no fault of Buyer; (b) was lawfully known to Buyer without confidentiality obligations at the time of disclosure; or (c) is lawfully obtained from a third party not under a duty of confidentiality to Seller, as evidenced by written records.

17. EXCUSABLE DELAY/FORCE MAJEURE. Seller shall not be liable or in breach of these Terms for any delay, interruption, or failure to perform caused, directly or indirectly, by a Force Majeure Event. If affected, Seller shall be excused from performance or, at its option, entitled to extend any completion date or milestone by the duration of the delay plus reasonable recovery time. Buyer shall reimburse Seller for any increased costs resulting from the Force Majeure Event, including labor, storage, expedited shipping, equipment rental, subcontractor fees, regulatory compliance, or other related expenses. A “Force Majeure Event” means any condition beyond Seller’s reasonable control, whether foreseeable or not, including: acts of God, natural disasters, governmental actions or legal changes, public health emergencies, strikes, labor disputes, material cost increases due to trade restrictions or excise taxes (≥5%), fires, explosions, theft, vandalism, civil unrest, war, terrorism, power outages, cyber-attacks, or shortages of parts, materials, or transportation.

18. COMPLIANCE. Each party shall, at its own expense: (i) comply with all applicable laws, regulations, and governmental orders relating to its performance under these Terms, including export/import, antitrust, fair competition, anti-corruption, and anti-bribery laws; (ii) pay all required fees and charges; and (iii) maintain all necessary licenses, permits, and authorizations. Buyer shall execute any export/import documentation or written assurances requested by Seller and comply with all applicable international export and embargo regulations, including those of Germany, the EU, and the U.S. Seller may terminate these Terms or any purchase order if Buyer or its end user is listed under such regulations or if delivery is intended for a prohibited destination. Buyer shall promptly notify Seller if Products or Services may be transferred to such end users or destinations. Buyer shall not sell, export, or re-export—directly or indirectly—to the Russian Federation or Belarus any goods subject to Article 12g of EU Regulation 833/2014 or Article 8g of EU Regulation 765/2006, respectively. Buyer shall use best efforts to prevent downstream parties, including resellers, from violating this clause. Any breach constitutes a material violation, entitling Seller to all available remedies, including termination. Buyer shall immediately inform Seller of any issues or third-party activities that may compromise compliance.

19. TRADE COMPLIANCE. Buyer shall not sell, re-export, transfer, or otherwise provide—directly or indirectly—any Products, Software, data, technology, or Services supplied under these Terms to any country, territory, or region (“Restricted Regions”) subject to government authorization requirements, including Cuba, Iran, North Korea, Syria, or the Crimea (including Sevastopol), Donetsk, and Luhansk regions of Ukraine. This prohibition also applies to entities or individuals located in, representing, or formerly holding citizenship in such Restricted Regions. Buyer shall comply with all applicable export, import, and foreign trade control laws, including U.S. and other jurisdictional licensing requirements, and promptly notify Seller of any actual or potential noncompliance. Buyer is expected to conduct “red flag” screening (e.g., of customers, consignees and end users) and reasonable due diligence to prevent prohibited transactions. Buyer shall notify Seller in writing within three (3) calendar days of any known or suspected violation of export control, sanctions, or embargo laws or regulations.

20. GOVERNING LAW; VENUE; DISPUTE RESOLUTION.

a. Governing Law. If Seller is located in the United States, these Terms shall be governed by the laws of the State of New York, excluding conflict of law rules, and the arbitration provision shall be governed by the Federal Arbitration Act. If Seller is located in Canada, these Terms shall be governed by the laws of the Province of Ontario, excluding conflict of law principles, and the arbitration provision shall be governed by Ontario’s International Commercial Arbitration Act, 2017. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and does not apply to these Terms or related documents.

b. Arbitration.

i. General. All claims, disputes, or controversies (“Disputes”) arising out of or relating to these Terms or the Parties’ relationship shall be resolved by final and binding arbitration: (i) if Seller is located in the United States, arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules (“US Rules”); and (ii) if Seller is located in Canada, arbitration shall be administered by ICDR under its International Arbitration Rules (“Canadian Rules”). Arbitration shall be conducted in English and held in Milwaukee, Wisconsin (U.S. Seller) or Toronto, Ontario (Canadian Seller). The award shall be final and binding, with appeals permitted only for Disputes exceeding US$2,000,000, pursuant to the JAMS Optional Arbitration Appeal Procedure (U.S.) or Ontario’s International Commercial Arbitration Act, 2017 (Canada). Judgment may be entered in any court of competent jurisdiction. Arbitration costs shall be shared equally.

ii. Arbitration Process. Disputes of less than US$10,000,000 shall be resolved by a single arbitrator mutually selected by the parties or appointed by JAMS/ICDR. Disputes of US$10,000,000 or greater shall be resolved by a panel of three arbitrators appointed by JAMS/ICDR. All Disputes must be resolved within 12 months of arbitrator appointment. Discovery shall only be that which is necessary and expressly limited as follows: (i) no interrogatories except to identify witnesses; (ii) E-discovery permitted only for good cause, limited to five employees per party using reasonable search terms; (iii) maximum of three depositions per party (excluding expert witnesses); (iv) depositions of CEOs, CFOs, or senior executives of Buyer or Seller only upon showing of good cause and personal knowledge; (v) such executives may not be called as witnesses without similar justification; and (vi) expert reports must comply with FRCP 26 (U.S.) or Ontario Regulation 194 (Canada) and be exchanged prior to expert depositions. Each party may file a dispositive motion on discrete legal issues based on clear contractual provisions. The arbitrator shall limit briefing and expedite scheduling to ensure timely resolution. A reasoned ruling shall be issued in advance of any merits hearing. If a hearing occurs, the arbitrator shall issue a reasoned award with findings of fact and conclusions of law.

21. ETHICS. Buyer and its officers, directors, employees, and agents shall conduct business in a lawful, ethical, and legitimate manner. Buyer agrees to comply with Seller’s Code of Ethics, available at https://valuesfirst.johnsoncontrols.com, and shall promptly notify Seller of any noncompliance.

22. EQUAL EMPLOYMENT OPPORTUNITY. To the extent applicable, the parties incorporate by reference the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a), 60-741.5(a), and 29 C.F.R. Part 471, Appendix A to Subpart A. Seller and Buyer shall comply with these regulations, which prohibit discrimination based on race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. These rules also require covered prime contractors and subcontractors to take affirmative action to employ and advance qualified individuals in the workplace

23. REPORTING OBLIGATION. Buyer must promptly notify Seller in writing of any: (i) criminal conviction; (ii) debarment; (iii) indictment or other charge of violating criminal statutes or regulations; (iv) ineligibility to contract with or to receive a license or other form of authorization for a government agency; or (v) denial, suspension, or revocation of eligibility to be involved in exports, imports, or conduct business.

24. ORDERS FOR UNITED STATES FEDERAL GOVERNMENT CONTRACTS/SUBCONTRACTS. For direct and indirect US Federal government contracts, the Products and Services to be supplied by Seller are "commercial product", “commercial service”, and/or "commercially available off-the-shelf (COTS) items" as defined in the Federal Acquisition Regulation (FAR), 48 CFR Part 52.

• FAR Clauses: (i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010); (ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5); (iii) 52.203-17, Contractor Employee Whistleblower Rights (Nov. 2023); (iv) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017); (v) 52.204-21, Basic Safeguarding of Covered Contractor Information Systems (Nov 2021); (vi) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Dec 2023); (vii) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Nov 2021); (viii) 52.204-27, Prohibition on a ByteDance Covered Application (June 2023); (ix) 52.204-30, Federal Acquisition Supply Chain Security Act Orders – Prohibition (Dec. 2023); (x) 52.219-8, Utilization of Small Business Concerns (Oct 2014); (xi) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246); (xii) 52.222-35, Equal Opportunity for Veterans (Jul 2014) (38 U.S.C. 4212(a)); (xiii) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793); (xiv) 52.222-37, Employment Reports on Veterans (Jul 2014) (38 U.S.C. 4212); (xv) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause 52.222-40, 52.222-50, Combating Trafficking in Persons (Mar 2015); (xvi) 52.222-55, Minimum Wage for Contractor Workers under Executive Order 14026 (Jan 2023); (xvii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022); (xviii) 52.224-3, Privacy Training (Jan 2017), if flow down is required in accordance with 52.224-3(f), or its Alternate 1 (Jan 2017) if only agency provided training is acceptable; (xix) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Jul 2013); (xx) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Dec 2013), if flow down is required in accordance with paragraph (c) of FAR clause 52.232-40; (xxi) 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities (Nov. 2024); and (xxii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64. As used in the referenced FAR clauses "Contract" means these terms and conditions; "Contracting Officer" means the U.S. Government Contracting Officer; "Contractor" and "Offeror" means Seller; "Prime Contract" means prime contract between Buyer and the Federal government; and "Subcontract" means any contract placed by Seller or lower-tier subcontracts under these Terms.
• Seller will also comply with the following mandatory terms of the Department of Defense FAR Supplement (DFARS) provided the Federal prime contract is identified by Contract Number in the Government Order and the Federal prime contract is for Products that are not commercial products or commercial services and (ii) contains any of the following four DFARS clauses: 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals; 252.246-7003, Notification of Potential Safety Issues; 252.247-7023 Transportation of Supplies by Sea; or 252.247-7024, Notification of Transportation of Supplies by Sea: (i) 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals; (ii) 252.246-7003 Notification of Potential Safety Issues (Jan 2007); (iii) 252.247-7023 Transportation of Supplies by Sea (10 U.S.C. 2631), and (iv) 252.247-7024 Notification of Transportation of Supplies by Sea. If included in the prime contract the following clauses will apply, 252.204-7012, 252.204-7019, and 252.204-7020.
• If Buyer is a U.S. Government agency, Buyer acknowledges that any such Software licensed under these Terms and the applicable EULA is a commercial item that has been developed at private expense and not under a Government contract. The Government's rights’ relating to the Software are limited to those rights applicable to Buyer’s as set forth herein and is binding on Government users in accordance with Federal Acquisition Regulation 48 C.F.R. Section 12.212 for non-defense agencies and/or Defense FAR Supplement 48 C.F.R. Section 227.7202-1 for defense agencies.

25. NUCLEAR APPLICATIONS. Unless expressly agreed in writing by authorized Seller, Products and Services sold under these Terms are not intended for use in any nuclear facility or activity. If used in such context, Seller and its suppliers shall bear no liability for nuclear damage or contamination, and Buyer shall indemnify Seller against all related claims, including those arising from breach, warranty, tort (including negligence), or strict liability. This indemnity excludes damages or bodily injury resulting from a “nuclear incident” as defined in the Atomic Energy Act of 1954, as amended. Buyer shall provide financial protection as required under Section 170 of the Act, including indemnification agreements and/or nuclear liability insurance from ANI and MAELU, as applicable. Buyer shall not remove or transfer any equipment from the plant site without prior written assurance of liability protection equivalent to that under Sections 15 and 23 of these Terms. Unauthorized removal or transfer shall render Buyer the indemnitor of Seller and its suppliers. Any Seller equipment that becomes radioactive shall, at Seller’s option, be purchased by Buyer. Buyer shall perform any required nuclear decontamination at no cost to Seller.

26. MISCELLANEOUS.

a. Entire Agreement. These Terms, together with the Sales Confirmation and any Superseding Agreement, constitute the entire agreement between the parties and supersede all prior agreements and communications regarding the subject matter. In the event of a conflict, the Sales Confirmation shall govern. Buyer acknowledges that it has not relied on any representation or warranty not expressly stated in these Terms. If any provision of these Terms is held, in whole or in part, to be unenforceable for any reason, the remainder of that provision and of the remainder of these Terms shall be severable and remain in effect.

b. Non-Reliance. Buyer (1) is a sophisticated purchaser familiar with Products and Services similar to those contemplated by these Terms, (2) has adequate information concerning the Products and Services to make an informed decision regarding the purchase thereof, (3) has independently and without reliance upon the Buyer (except with respect to the representations and warranties expressly contained in these Terms, and based on such information and the advice of such advisors as Buyer has deemed appropriate, made its own analysis and decision to enter into these Terms; and (4) acknowledges that (except as expressly stated herein) Seller has not made and does not make any written or oral representations as to the suitability, fitness, performance, durability, sale, manufacturing, design, or comparisons regarding the Services or Products.

c. One-Year Limitation on Actions. It is agreed that no suit, or cause of action or other proceeding shall be brought against either party more than one (1) year after the accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract, or any other legal theory.

d. Amendment and Waiver. No amendment or waiver of any provision is valid unless in writing, signed by Seller, and specifically referencing these Terms. Failure or delay in exercising any right or remedy shall not constitute a waiver, nor shall partial exercise preclude further enforcement.

e. Assignment. Buyer may not assign these Terms, any quotation or accepted Order without Seller’s prior written consent.

f. Choice of Language. It is by the express intention of the parties hereto that the present agreement and all its related documents be drafted in English. Il est de l’intention expresse des parties à la présente Convention (connaissement, bon de commande, bon de conditionnement ou facture) et tout document s’y rattachant soient écrit en langue anglaise. g. Survival. In addition to any other term whose context may so require, the terms contained in Sections 1, 5, 7-12, 14, 16-20, and 25-27 will survive any cancellation of any Order or Sales Confirmation.

h. Miscellaneous. Section headings are for convenience only and do not affect interpretation. If any provision is held unenforceable, the remainder shall remain in full force and effect.

27. NOTIFICATION. All notices, approvals, consents, and requests permitted or required under these Terms must be in writing and will be deemed duly given when sent by registered or certified mail, postage prepaid, to the receiving party at the address designated in these Terms or subsequently changed upon written notice complying with this provision.

If to Buyer: Buyer’s contact address and personnel (if any) identified in the applicable Sales Confirmation.

If to Seller: Johnson Controls Legal Dept., C/O Johnson Controls, Inc., 5757 N. Green Bay Ave., Milwaukee, WI 53209.