a) Hyperion's performance may be suspended without liability in the event of: act of God, war, terrorist attack, riot, fire, explosion, accident, flood, sabotage, pandemic, epidemic, lack of adequate fuel, power, raw materials, labor, containers, or transportation facilities; compliance with governmental requests, laws, regulations, orders, or actions; breakage or failure of machinery or apparatus; national defense requirements; supply chain disruptions; tariff impositions; manufacturing partner delays; or any other event beyond Hyperion's reasonable control that makes performance impracticable. In such event, Hyperion shall not be deemed in breach and shall not be liable for any costs, charges, or losses sustained by Buyer arising from such prevention or delay.

b) If Hyperion determines that its ability to supply the total demand for Goods is hindered, limited, or made impracticable, Hyperion may allocate its available supply among its customers on such basis as Hyperion determines, without obligation to acquire additional supply and without liability for any resulting failure of performance.

c) The quantity of Goods shipped in any given period may be subject to limitation based on manufacturer supply, production capacity, or fulfillment partner constraints. Hyperion will use all commercially reasonable efforts to meet the agreed shipment schedule and maintain delivery cadence as set forth in the applicable Order. In the event of any supply-driven adjustment to shipment quantities, Hyperion will promptly notify Buyer and work in good faith to minimize any impact to Buyer's project timeline.

a) Product Warranty Period. Hyperion warrants that all Goods delivered shall be free from material defects in design, materials, and workmanship for the applicable warranty period. The warranty period is the shorter of: (i) twelve (12) months or 8,000 operating hours from the date of commissioning; or (ii) eighteen (18) months from the date of the Ready to Ship notification provided by Hyperion to the initial Buyer, whichever occurs first. For spare parts and other products excluding wear and tear components and consumables, the warranty period is twelve (12) months from the earlier of the date of delivery or the date of the Ready to Ship notification. This warranty is transferable and applies to the initial and each subsequent owner of the warranted product.

b) Services Warranty. Where Hyperion provides installation, commissioning, maintenance, or repair services ("Services"), Hyperion warrants for a period of ninety (90) days from completion of such Services that they were performed in a professional and workmanlike manner in accordance with generally recognized industry standards. The Services warranty is not transferable and applies only to the party with whom Hyperion directly contracted.

c) Warranty Notice Requirement. Buyer must provide written notice of any defect or breach to Hyperion within ten (10) days of the date Buyer first discovers or should have discovered the defect, and in any event before the expiration of the applicable warranty period. Failure to provide timely written notice shall void all warranty claims related to such defect.

d) Warranty Remedy. In the event of a valid warranty claim, Hyperion shall, in its sole discretion: (i) repair or replace the defective Goods; (ii) re-perform the defective Services; or (iii) credit or refund the price paid for the specific defective item or service. If requested by Hyperion, Buyer shall return defective Goods to Hyperion at Buyer's own expense. Hyperion reserves the right to use redesigned or reconditioned parts for warranty repairs. Repaired, replaced, or re-performed items shall be warranted for the balance of the original warranty period or ninety (90) days after completion, whichever is longer.

e) Warranty Exclusions — Void Conditions. The warranty shall not apply and shall be immediately void if: (i) damage or defect results from failure to comply with Hyperion's or the applicable manufacturer's technical instructions; (ii) the Goods have been modified, changed, or altered by anyone other than Hyperion or its authorized partners; (iii) the Goods were improperly installed and Hyperion neither provided installation support nor approved the installation; (iv) the Goods were improperly operated, neglected, incorrectly serviced, or used in any manner other than as contemplated by their specifications or manufacturer's guidelines; (v) damage or defect is caused by contaminated fuel, glycol or coolant contamination, fire, flood, wind, lightning, grid interconnection instability, or similar occurrences; or (vi) the Goods are installed or used outside of North America. Buyer is responsible for providing fuel analysis reports upon Hyperion's request. If any warranty claim falls within the above exceptions, the warranty shall be void and Buyer shall reimburse Hyperion for all costs of investigation and remediation at Hyperion's then-current service rate.

f) Wear and Tear Exclusions. Wear and tear components and consumables are excluded from all warranty coverage and are provided "as is" without warranty of any kind. Wear and tear components include, but are not limited to: compensators, exhaust components, single-use screws, washers, fasteners, gaskets, o-rings, sealing materials, and all electrochemical sensors and rubber components. Consumables include, but are not limited to: filters, fluids, grease, gauges, light bulbs, fuses, and switches. Any costs arising from rigging or labor required to access the system for warranty repairs are also excluded from warranty coverage.

a) Within thirty (30) days after receipt of each shipment of Goods or delivery of Services, Buyer shall inspect such Goods and/or Services for any damage, defect, or shortage. All claims for any cause whatsoever shall be deemed waived unless made in writing and received by Hyperion within thirty (30) days after Buyer's receipt of the Goods and/or Services. For claims of non-delivery, written notice must be received by Hyperion within thirty (30) days after the date upon which such Goods were to be delivered per the applicable Order. For defects not reasonably discoverable within such thirty (30) day period, any claim shall be made in writing and received by Hyperion within one hundred eighty (180) days after receipt, or within thirty (30) days after Buyer learns of the facts giving rise to such claim, whichever occurs first. Failure to provide timely written notice constitutes an absolute and unconditional waiver of such claim.

c) If Hyperion furnishes technical or other advice to Buyer, whether or not at Buyer's request, Hyperion shall not be liable for, and Buyer assumes all risk of, such advice and the results thereof.

d) Buyer expressly agrees that the foregoing exclusive and limited remedies are reasonable and do not cause the remedies available to Buyer to fail of their essential purpose.

a) Buyer assumes liability for and shall defend, indemnify, and hold harmless Hyperion, its officers, employees, agents, and partners from any claims, suits, actions, expenses, costs (including attorneys' fees), damages, and liabilities resulting from or relating to the Goods and/or Services, including personal injury and property damage, arising from Buyer's installation, operation, modification, or use of the delivered Goods, except to the extent directly caused by Hyperion's gross negligence or willful misconduct. Transportation charges for the return of any Goods shall not be paid or reimbursed by Hyperion unless authorized by Hyperion in writing in advance of such return.

b) Hyperion shall indemnify and defend Buyer from any losses to the extent resulting from a third-party claim that the Goods and/or Services, as delivered by Hyperion without modification, infringe any valid U.S. patent, copyright, trademark, or trade secret. Hyperion's obligation shall not extend to losses arising from: (i) modifications made by or on behalf of Buyer without Hyperion's written authorization; (ii) incorporation of the Goods into any other product not provided by Hyperion; or (iii) Buyer's use of the Goods in breach of these Terms and Conditions.

a) All prices quoted are exclusive of all sales, use, value-added, and similar taxes. All such taxes are the responsibility of Buyer. Buyer shall provide a valid Sales Tax Exemption Certificate prior to invoicing if applicable. Any increase in freight rates, tariffs, import duties, or governmental charges increasing Hyperion's cost of supply may, at Hyperion's option, be added to the quoted price with prior written notice to Buyer.

b) Unless otherwise set forth in the Order, shipping terms shall be FOB Hyperion's designated fulfillment facility. Risk of loss or damage shall pass to Buyer upon delivery of Goods to a carrier for shipment. Title to each unit of Goods shall pass to Buyer only upon receipt by Hyperion of payment in full for that specific unit. Partial payments, down payments, or deposits do not transfer title to any Goods. Hyperion reserves the right to repossess any Goods for which full payment has not been received.