This Limited Product Warranty (“Limited Warranty”) is provided by Meta Power Solutions, LLC, a Delaware limited liability company (“Seller”), with respect to power transformers and related equipment manufactured, supplied, or sold by Seller (collectively, the “Product”) to the original purchaser (“Buyer”). Where this Limited Warranty has been transferred in accordance with Section 17 below, references to Buyer include the permitted end user (“End User”), as applicable.

1. LIMITED WARRANTY

Subject to all terms, conditions, exclusions, and limitations contained in this Limited Warranty, Seller warrants that each Product will conform in all material respects to the specifications expressly agreed upon by Seller in writing and will be free from failure caused by defects in material and workmanship for a period commencing upon delivery of the Product to Buyer's designated project site and continuing for thirty (30) months from delivery or twenty-four (24) months after energization, which occurs earliest (the “Warranty Period”).

This Limited Warranty covers defects in the Product itself. It is not a warranty of the project, electrical system, facility, installation, or other equipment into which the Product is incorporated, and it does not cover costs associated with accessing, removing, transporting, reinstalling, or maintaining electrical service while a Product is inspected, diagnosed, repaired, or replaced, except to the limited extent expressly provided herein. The existence of a malfunction, outage, abnormal condition, or failure of a Product shall not, standing alone, establish the existence of a defect covered by this Limited Warranty.

2. EXCLUSIVE WARRANTY REMEDY

If Seller determines, following reasonable investigation, that a Product has failed during the Warranty Period due to a defect covered by this Limited Warranty (“Covered Defect”), Seller shall, at its sole option (a) repair the defective Product or component; (b) replace the defective Product or component with a new, repaired, refurbished, or functionally equivalent Product or component; or (c) refund or credit Buyer for the purchase price actually paid to Seller for the affected Product or component. The foregoing remedies are Buyer's and End User's sole and exclusive remedies for breach of this Limited Warranty.

Seller shall determine the appropriate method and location of diagnosis, repair, or replacement based upon the nature of the reported condition, Product configuration, site conditions, availability of personnel, parts and materials, manufacturing requirements, and other commercially reasonable considerations. Seller's election to repair a Product shall not entitle Buyer to demand replacement, and Seller's election to replace a Product shall not entitle Buyer to a refund.

3. REPLACEMENT PERIOD

If Seller determines that complete replacement of a Product is the appropriate warranty remedy, Seller shall have a minimum of one hundred twenty (120) days following its determination that replacement is required to manufacture, procure, and make the replacement Product available (“Replacement Period”). The Replacement Period shall be reasonably extended for delays resulting from engineering requirements, Buyer's requested changes, approvals, component or material availability, supply-chain disruptions, transportation constraints, governmental action, force majeure events, or circumstances beyond Seller's reasonable control. The Replacement Period is a manufacturing and availability period and is not a guaranteed date of installation, energization, or return to service.

4. CONDITIONS OF WARRANTY COVERAGE

As conditions to coverage under this Limited Warranty, the Product must have been properly transported, received, stored, assembled, installed, tested, commissioned, energized, operated, inspected, and maintained in accordance with Seller's instructions, approved drawings, applicable Product documentation, nameplate ratings, accepted industry practices, and applicable laws, codes, and standards. Buyer shall inspect the Product promptly following delivery and shall perform all required pre-installation and pre-energization inspections and testing. Any visible shipping damage, shortage, or condition reasonably discoverable upon delivery shall be documented and reported promptly. Failure to perform required inspections, testing, storage, maintenance, or commissioning may result in denial of warranty coverage to the extent such failure caused, contributed to, or prevented Seller from determining the cause of the reported condition.

5. WARRANTY CLAIM PROCEDURE

All warranty claims (“Warranty Claims”) must be submitted to Seller in writing within thirty (30) days after Buyer or End User discovers, or reasonably should have discovered, the condition giving rise to the claim and, in all events, during the Warranty Period.

Each Warranty Claim shall include, to the extent reasonably available:

(a) Buyer's and End User's name and contact information;

(b) purchase order and Seller order number;

(d) project location;

(e) date of delivery, installation, commissioning, and initial energization;

(f) a detailed description of the reported condition and circumstances surrounding its discovery;

(g) photographs, videos, alarms, relay records, event records, test reports, oil samples or analysis, maintenance records, operating history, loading information, and other relevant documentation;

(h) details of any fault, outage, switching event, utility event, weather event, or other occurrence potentially related to the reported condition; and

(i) a description of all actions taken following discovery of the condition.

Seller may request additional information reasonably necessary to evaluate the claim. Seller will acknowledge or respond to a substantially complete Warranty Claim within ten (10) business days. Such response shall not constitute acceptance of warranty coverage.

6. SELLER’S RIGHT TO INSPECT AND INVESTIGATE

Seller shall have a reasonable opportunity to inspect, test, investigate, and diagnose the Product before Buyer or any third party performs material repair, alteration, disassembly, removal, or replacement. Buyer shall preserve the Product and all relevant components, records, evidence, and operating data until Seller has completed its investigation or authorized their disposition. Seller may require testing or analysis reasonably necessary to determine the cause of the reported condition. Seller may perform such investigation itself or through a qualified third party. No determination by Buyer, End User, contractor, engineer, utility, insurer, consultant, testing company, or other third party that a Product is defective or requires repair or replacement shall be binding upon Seller.

7. UNAUTHORIZED REPAIRS AND THIRD-PARTY COSTS

Buyer shall not undertake or authorize any repair, modification, removal, replacement, corrective work, or other activity for which reimbursement from Seller will be sought without Seller's prior written authorization. Seller shall not be responsible for labor, materials, professional fees, contractor charges, testing costs, equipment rentals, transportation charges, or other expenses incurred by Buyer or any third party without Seller's prior written authorization, even if the underlying condition is subsequently determined to constitute a Covered Defect. In the event of an emergency presenting an imminent risk of bodily injury or material damage to property, Buyer may take reasonably necessary measures to make the site safe and prevent further damage, provided that Buyer promptly notifies Seller, preserves all reasonably available evidence, and does not undertake permanent repairs beyond those reasonably necessary to address the emergency without giving Seller an opportunity to inspect the Product.

8. SITE ACCESS AND PRODUCT ACCESSIBILITY

Buyer and End User are responsible for designing, constructing, and maintaining the project and installation site so that the Product can be reasonably accessed, inspected, serviced, repaired, removed, and replaced. Seller shall have no responsibility for removing, altering, demolishing, relocating, disconnecting, reconstructing, or restoring any infrastructure or other property in order to access, inspect, repair, remove, transport, reinstall, or replace a Product. Without limitation, Buyer shall be solely responsible for all costs associated with the removal, alteration, relocation, or restoration of walls, roofs, ceilings, doors, gates, fences, bollards, barriers, foundations, concrete, paving, landscaping, equipment, switchgear, busway, conduit, cable, piping, electrical equipment, mechanical equipment, structures, enclosures, or other property or infrastructure. These responsibilities apply regardless of whether the Product is ultimately determined to contain a Covered Defect.

9. DE-INSTALLATION, RIGGING, AND REINSTALLATION

Unless Seller expressly agrees otherwise in writing signed by an authorized representative of Seller, Buyer and End User shall be solely responsible for:

(a) de-energizing, isolating, disconnecting, establishing an electrically safe work condition, installing and removing temporary protective grounds and grounding equipment, and otherwise making the Product and work area electrically safe for inspection, testing, diagnosis, repair, or service;

(b) all lockout/tagout (“LOTO”) procedures, switching, clearance procedures, electrical safety procedures, and site safety requirements;

(d) de-installation and removal of the Product;

(e) cranes, rigging, lifting, skates, forklifts, specialty equipment, operators, and labor;

(f) loading and unloading;

(g) site preparation and restoration;

(h) reinstallation of any repaired or replacement Product;

(i) electrical, mechanical, civil, structural, and utility work associated with removal or reinstallation;

(j) permits, inspections, engineering, and professional services; and

(k) testing, commissioning, and energization following repair or replacement.

Buyer and End User shall arrange for, provide, and bear all costs associated with the foregoing activities, personnel, equipment, and services. Seller shall have no obligation to commence or continue any inspection, testing, diagnosis, repair, or other field service unless and until the Product and work area have been de-energized, isolated, locked out/tagged out, protectively grounded, and otherwise made safe for Seller's personnel in accordance with applicable law, site requirements, and accepted electrical safety practices. The foregoing costs are not covered warranty costs and shall remain the sole responsibility of Buyer and End User, regardless of whether the Product is ultimately determined to contain a Covered Defect.

10. TEMPORARY POWER AND CONTINUITY OF SERVICE

Buyer and End User are solely responsible for maintaining continuity of electrical service during the inspection, diagnosis, repair, removal, transportation, replacement, or reinstallation of a Product. Under no circumstances shall Seller be responsible for the cost of temporary transformers, mobile substations, generators, rental equipment, temporary power, temporary electrical service, fuel, utility charges, temporary wiring or cabling, installation or removal of temporary equipment, or other costs incurred to maintain, replace, or restore electrical service during a Warranty Claim. This exclusion applies regardless of whether the Warranty Claim is ultimately determined to involve a Covered Defect.

11. TRANSPORTATION AND FREIGHT

Buyer shall initially be responsible for making the affected Product or component reasonably accessible and available for inspection, repair, removal, or transportation. If Seller determines that a Covered Defect exists and elects to repair or replace the affected Product or component at a location other than the installation site, Seller will be responsible only for reasonable standard commercial freight charges approved or arranged by Seller for transportation of the affected Product or component from an accessible loading point at the project site to Seller's designated repair facility and, if applicable, return transportation to an accessible delivery point at the project site. Seller shall not be responsible for expedited or premium freight, special routing, special handling, specialized transportation equipment, escorts, road or transportation permits, road modifications, storage, detention, demurrage, laydown costs, cranes, rigging, loading, unloading, or similar expenses unless Seller specifically authorizes such expense in writing before it is incurred. Buyer shall not arrange transportation at Seller's expense without Seller's prior written authorization.

12. INVESTIGATION OF NON-COVERED CLAIMS

If Seller's investigation reasonably determines that the reported condition is not attributable to a Covered Defect, Buyer shall be responsible for Seller's reasonable costs incurred in investigating the Warranty Claim, including technician and engineering time, travel and lodging, transportation, laboratory analysis, testing, oil analysis, diagnostic services, and reasonable third-party expenses. Seller may require reasonable advance authorization or payment for extensive diagnostic work where the available information indicates that the reported condition may not be covered by this Limited Warranty.

13. EXCLUSIONS FROM WARRANTY COVERAGE

This Limited Warranty does not cover damage, malfunction, deterioration, or failure caused or contributed to by circumstances other than a defect in Seller's material or workmanship, including, without limitation:

(a) shipping or transportation damage occurring after risk of loss has passed to Buyer;

(b) improper unloading, handling, lifting, rigging, storage, assembly, installation, commissioning, energization, operation, or maintenance;

(d) failure to perform appropriate receiving, pre-energization, commissioning, or maintenance inspections and testing;

(e) improper oil filling, processing, filtering, vacuum treatment, sampling, or maintenance;

(f) moisture intrusion, contamination, condensation, corrosion, improper storage conditions, or failure to maintain required environmental conditions;

(g) improper grounding, wiring, connections, protection, relay settings, coordination, or system configuration;

(h) overload, overvoltage, undervoltage, harmonics, switching transients, ferroresonance, lightning, short circuits, system faults, utility disturbances, grid events, or abnormal electrical conditions;

(i) operation outside the Product's specified ratings or design parameters;

(j) defects, failures, or conditions originating in equipment, systems, or components not supplied by Seller;

(k) modifications, alterations, disassembly, repairs, or attempted repairs not authorized by Seller;

(l) misuse, abuse, vandalism, accident, negligence, or abnormal use;

(m) failure to properly maintain the Product;

(n) fire, flood, wind, earthquake, lightning, severe weather, environmental contamination, acts of God, or other casualty;

(o) settling, shifting, vibration, or movement of foundations, structures, or surrounding equipment;

(p) war, terrorism, insurrection, civil unrest, governmental action, or similar events; or

(q) any act, omission, condition, or event outside Seller's reasonable control.

Where a covered defect and a non-covered cause both contribute to a loss or failure, Seller's responsibility shall be limited to the portion of the repair or replacement directly attributable to the Covered Defect, to the extent reasonably ascertainable.

14. REPAIRED AND REPLACEMENT PRODUCTS

Repair or replacement of a Product or component does not restart or extend the original Warranty Period. Any Product or component repaired or replaced under this Limited Warranty shall be warranted for the remainder of the original Warranty Period or ninety (90) days following completion of the covered repair or delivery of the replacement, whichever is longer, subject to all terms, conditions, exclusions, and limitations of this Limited Warranty.

15. DISCLAIMER OF OTHER WARRANTIES

THIS LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY SELLER WITH RESPECT TO THE PRODUCT AND IS IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, OR GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

No employee, sales representative, distributor, dealer, agent, contractor, or other person is authorized to modify or expand this Limited Warranty or assume any additional warranty obligation on Seller's behalf unless expressly set forth in a written instrument signed by an authorized representative of Seller.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO A PRODUCT OR WARRANTY CLAIM, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, INDEMNITY, OR OTHERWISE.

WITHOUT LIMITING THE FOREGOING, SELLER SHALL NOT BE LIABLE FOR LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF PRODUCTION, LOSS OF POWER, LOSS OF BUSINESS, BUSINESS INTERRUPTION, DOWNTIME, DELAY DAMAGES, LIQUIDATED DAMAGES, LOSS OF TAX BENEFITS OR CREDITS, COST OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT OR SERVICES, TEMPORARY POWER, RENTAL EQUIPMENT, UTILITY CHARGES, OWNER OR CONTRACTOR CHARGES, OR OTHER ECONOMIC LOSS.

Seller shall not be responsible for de-installation, reinstallation, infrastructure removal or restoration, site work, electrical disconnection or reconnection, cranes, rigging, loading, unloading, testing, commissioning, engineering, permitting, professional fees, attorney fees, or third-party costs except where Seller expressly agrees otherwise in writing.

IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PRODUCT, A WARRANTY CLAIM, OR THIS LIMITED WARRANTY EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

The limitations in this Section are an essential basis of the bargain and shall apply notwithstanding the failure of any limited remedy to achieve its essential purpose.

17. TRANSFER OF WARRANTY

Upon written notice to Seller that Buyer desires to transfer the remaining Limited Warranty to the End User of the Product, together with the Product's identifying information and End User's contact information, the unexpired portion of the Warranty Period may be transferred to such End User (“Permitted Transfer”). The End User shall take the Limited Warranty subject to all terms, conditions, exclusions, limitations, and defenses applicable to Buyer. Except for a Permitted Transfer, this Limited Warranty may not be assigned or transferred without Seller's prior written consent. No transfer shall extend or restart the Warranty Period or expand Seller's obligations.

18. SUITABILITY AND SYSTEM DESIGN

Buyer, End User, owner, engineer, architect, contractor, and other applicable project professionals are responsible for determining the suitability of the Product for the intended application and for the design, installation, protection, operation, and maintenance of the electrical system into which the Product is incorporated. Unless Seller expressly agrees otherwise in writing, Seller does not warrant the design or performance of the overall electrical system, project, facility, or equipment supplied by others.

Seller shall not be responsible for failures or damages resulting from system design, protection schemes, settings, installation practices, site conditions, or other matters outside the scope of the Product supplied by Seller.

19. MITIGATION OF DAMAGE

Upon discovery of any suspected defect or abnormal condition, Buyer shall take commercially reasonable steps to prevent further damage to the Product and surrounding property. Buyer shall not continue to energize or operate a Product where continued operation could reasonably be expected to materially worsen the condition or damage the Product. Seller shall not be responsible for additional damage resulting from Buyer's failure to reasonably mitigate damage following discovery of a suspected problem.

20. NO WAIVER

Seller may, in its sole discretion, provide assistance, services, reimbursement, replacement equipment, expedited service, or other accommodations beyond those required by this Limited Warranty. Any such accommodation shall be considered a commercial courtesy applicable solely to the particular circumstance and shall not modify this Limited Warranty, create a course of dealing or course of performance, or constitute a waiver of Seller's right to enforce this Limited Warranty in any other instance.

21. RELATIONSHIP TO SALES AGREEMENT

This Limited Warranty is subject to the applicable purchase order, master supply agreement, terms and conditions of sale, or other written agreement between Seller and Buyer (collectively, the “Purchase Agreement”). To the extent the Purchase Agreement contains a warranty expressly negotiated and signed by Seller that conflicts with this Limited Warranty, the expressly negotiated provision of the Purchase Agreement shall control solely to the extent of the conflict. Otherwise, this Limited Warranty shall govern all warranty claims relating to the Product. No purchase order, project specification, owner requirement, prime contract, subcontract, procurement document, or other document issued by Buyer or a third party shall expand or modify Seller's obligations under this Limited Warranty unless Seller expressly agrees to the modification in a writing signed by an authorized representative of Seller.

22. COMPLETE LIMITED WARRANTY

This Limited Warranty states Seller's complete warranty obligations with respect to the Product. No oral statement, field recommendation, technical assistance, troubleshooting assistance, inspection, repair effort, or other conduct by Seller shall modify or expand this Limited Warranty.

Limited Product Warranty