1.1 This Privacy Notice (“Notice”) describes the information that Rheem Manufacturing Company and its subsidiaries and affiliates (collectively, “Rheem”, or “we”) collects, uses, shares and stores about you, including personal data, and provides guidance and information regarding our processing of personal data. For purposes of this Notice, Data Protection Legislation generally defines “personal data” as any information about an identifiable individual, which includes information that can be used on its own or with other information to identify, contact, or locate a single person.

1.2 We are committed to protecting and respecting your privacy. This Notice sets out the legal bases we rely on when processing any personal data we collect from you that you provide to us, either directly or through our trusted partners, or that we obtain from others. Please read this Notice carefully to understand how we process personal data about you.

1.3 In this Notice, references to “you” means the person about whom we collect, use and process personal data.

1.4 We will use personal data about you only for the purposes and in the manner set forth below, which describes the steps we take to ensure that our processing of personal data complies with U.S. laws and regulations, including the California Privacy Rights Act (“CPRA”), Canadian Privacy laws and regulations, as well as with European Union Law, including Regulation (EU) 2016/679, known as the General Data Protection Regulation GDPR, any subsequent amendments or successor laws thereto, and if applicable any local national laws implementing the GDPR (collectively referred to as “Data Protection Legislation”).

1.5 We seek to maintain the privacy, accuracy, and confidentiality of data (including personal data about you) that we collect and use.

2. WHEN DOES THIS PRIVACY NOTICE APPLY

2.1 This Notice applies to personal data that we collect, use, disclose and otherwise process about you in connection with your relationship with us. This includes personal data we collect about you, or you provide to us, through our websites, mobile applications, or call centers; through product registrations; and through any other online or offline methods through which we communicate with you, as well as when we obtain personal data about you from a third party. It does not apply to Rheem employees or to those applying for jobs with Rheem. While this Notice is inter alia designed to comply with privacy requirements across the United States, it is not meant to imply that all state privacy laws necessarily apply, or apply across all categories of personal data.

3. PROCESSING OF YOUR PERSONAL DATA

3.1 The personal data we collect about you helps us provide the best possible support for your products, optimize your use of our websites and mobile applications, and show advertisements to you based on your interests. In addition, we are required to process certain personal data for legal, regulatory, tax and auditing purposes. The personal data we collect, the basis for our processing, and the purposes of our processing, are detailed below. Sometimes, these activities are carried out by third parties (see “Sharing of Personal Data” section below).

3.2 You are not required to provide all the personal data described below to us; however, if you choose not to do so, we may not be able to offer you certain services and related features. You may provide personal data to us in various ways. The types of personal data we may obtain includes the following:

¹ Note: The collection, use and disclosure of personal data for individuals subject to Canada’s privacy legislation, the Personal Information Protection and Electronic Documents Act (PIPEDA), are based solely on the consent principal.

Personal data we process / Collect	Basis of processing	Purpose of processing / Collection
If your product is registered with us by you, or via contractors or plumbers, we will collect your name, postal address, email address, telephone number, or other identifiers by which we may contact you online or offline. We will also maintain this information with your purchase history.	It is necessary for the performance of our contract with you to provide warranty service (including any potential recalls) as necessary.	This is required to register your product or to provide you with service under the warranty, including any recalls.
If you purchase an extended warranty, or make a claim under any warranty, we will collect your name, postal address, email address, telephone number, or other identifiers by which we may contact you online or offline, purchase history, installation information, and credit card or other payment details.	It is necessary for the performance of our contract with you if you purchase an extended warranty or make a claim under any warranty.	This is required to provide extended warranties to your purchased products, and to process and fulfill claims in connection with our products and to inform you of the status of claims.
If you sign up for a contest or promotion, we will collect your name, email address, telephone number, product interest, and postal address.	Consent.	This is required to enter you into the contest or promotion you have chosen to participate in.
If you correspond with us, we will collect your name, contact details, and the details of your correspondence.	We collect this information because in some cases it is necessary for the performance of a contract with you, and in other cases when it is in our legitimate business interest to do so, depending on the nature of the correspondence.	We retain this information to keep track of our communications with you, to respond to your requests and inquiries, and to provide you with the best possible service
If you respond to any surveys, we will collect your name and your responses, some of which may include personal data.	We retain this information because it is in our legitimate business interest to do so.	We retain this information to understand how you use our products to improve our products and services, for developing new products and features, and to administer your participation in surveys and market research.
If you access our websites, we will collect non-persistent information about your computer equipment, device IP address, operating system, browser type, and browsing behavior including the details of your visits to our website, web traffic data, location data, and logs.	We process this information based on our legitimate business interests, or with your consent.	We process this information to enable and monitor your use of our websites and services, and to improve those services. We also collect this information so you will not have to re-enter it when you use our services, and also track and understand how you use and interact with our websites and applications, and also to tailor our services around your preferences and to enable us to manage and enhance our services.
If you access our websites, we will collect persistent information, including your device IP address, domain name, identifiers associated with your device, device and operating system type, and characteristics, web browser characteristics, language preferences, clickstream data, your interactions with our products and services, the pages that led or referred you to our websites or applications, dates and times of access, geolocation information, and other information about your use of our websites and applications.	We process this information based on your consent.	We use this information to provide you with interest-based (behavioral) advertising or other targeted content. For geolocation information, we use this information to understand where our products are used, and to respond to service requests or automatic service notifications.
Content you post in public areas of our websites, and 3rd party industry and social media sites.	We process this information based on our legitimate business interests. Please note that third party sites may have their own collection policies and processes, which we do not control.	We use this information to effectively communicate to you, respond to your requests or inquiries, and to better understand how our products are used.
If you use any Rheem App, we will collect identifiers such as your name, geolocation information, telephone number, email, IP address and the name or designation you give to your account. The app would also collect certain additional information about your connected products, including but not limited to usage history, functionality and other statistics.	We process this information on the basis of the performance of a contract, or on the basis of consent.	When you sign up for connected services, we use the information to administer your Rheem App account, manage its interaction with your connected products, and to send you fault alerts or status updates. We use geolocation information for various purposes including for you to be able to set your home location, and to determine the distance you are from your home location. This allows your equipment to save energy by only running when you are within a certain distance of your home location. This feature is completely optional and can be controlled from within your App.

Additional Information for California Residents

The personal information that we collect from you may include information within the below categories of data. These categories also represent the categories of personal data that we have collected over the past 12 months. Note that the “category of data” column listed below refers to the category of personal data as defined under the California Privacy Rights Act (“CPRA”). Inclusion of a category in the list below indicates only that we may collect some information within that category. It does not necessarily mean that we collect all information listed in a particular category.

Please see section 3.3 for information on where we obtain the below information.

We disclose the below categories of information to our affiliates and service providers.

Category of Personal Data	Purpose of processing
Personal identifiers such as a real name, alias, postal address, unique personal identifier, online identifier Internet Protocol address, email address, account name, social security number, driver’s license number, passport number, or other similar identifiers.	This data is necessary to: Set up and administer your account Offer you products or services that may be of interest to you Register you under our warranty program and to make repairs under the warranty Assess the success of our marketing and advertising campaigns Respond to your queries
Additional personal identifiers, including: Information that identifies, relates to, describes, or is capable of being associated with, a particular individual, including, but not limited to, your name, signature, social security number, physical characteristics or description, address, telephone number, passport number, driver's license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information.	This data is necessary to: Set up and administer your account Offer you products or services that may be of interest to you Register you under our warranty program and to make repairs under the warranty Assess the success of our marketing and advertising campaigns Respond to your queries
Characteristics protected by federal or state law, including: familial status, disability, sex, national origin, religion, color, race, sexual orientation, gender identity and gender expression, marital status, veteran status, medical condition, ancestry, source of income, age, or genetic information.	We collect this data to the extent necessary to accommodate any accessibility needs you may have if you come in to our facilities.
Internet or other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding a consumer’s interaction with an Internet Web site, application, or advertisement.	This data is processed to detect security incidents, protect against malicious, deceptive, fraudulent or illegal activity, and for data analytics.
Sensory Information: Audio, electronic, visual, thermal, olfactory, or similar information.	A subset of this data is processed in connection with our closed-circuit television footage and system and building login and access records. It is also used to record customer service calls.

In addition to the information above, we also collect the following categories of sensitive personal information:

Category of Sensitive Personal Information	Purpose of processing
Account log-In, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account.	We collect this information directly from you and it is necessary to open and maintain an account with us, as well as to pay for our goods and services

We only process sensitive personal information for those purposes necessary to provide this service.

3.3 Where does Rheem obtain personal data about me?

Information you provide:

We obtain personal data about you directly from you, or via contractors and plumbers who assist you, when you register a product, when you extend a warranty, and when you submit information to us via our websites or mobile applications. We may also collect personal data in the course of the performance of your contract with us or if you contact us via phone, email or direct messaging services provided by third-party social media platforms.

Information we collect automatically:

As discussed above, when you navigate through and interact with our websites or mobile applications or through email, we may use automatic data collection technologies to collect information about you. This includes browser cookies, Flash cookies, web beacons, device identifiers, server logs, and other technologies.

Some content or applications, including advertisements on our websites, are served by third parties, including advertisers, ad networks and servers, content providers and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use our websites, but only with your consent. Third parties that collect such information may associate it with your personal data where permitted by law, or they may collect information, including personal data, about your online activities over time and across different websites and other online services. They or Rheem may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not track information about an individual consumer’s online activities over time and across third-party website or online services (i.e. cross-contextual behavioral advertising) except with your specific, opt-in consent. Accordingly, we do not monitor or take any action with respect to Do Not Track signals (including the Global Privacy Control signal). You may manage your preferences by visiting rheem.com.

Information we obtain about you from third parties:

We may receive personal data about you from contractors or plumbers who may assist you in registering your products and purchasing extended warranties.

We also send out mailings via the post office from public records.

4. SHARING OF PERSONAL DATA

4.1 We do not sell personal data for any commercial or marketing purposes, have not sold personal data in the preceding 12 months and will not sell personal data. We also do not share personal data for cross-context behavioural advertising.

4.2 The following are limited circumstances where we may share your personal data with third parties:

4.2.1 External vendors, service providers, and technicians who help with our data processing and storage;

4.2.2 In connection with a merger or sale of the company and/or parts of its assets, your personal data may be transferred as part of the merger or sale;

4.2.3 Contractors or plumbers who may assist you in registering your products or purchasing extended warranties, or performing diagnostics or service;

4.2.4 Third parties who you have requested information from us for purposes of financing or rebate information;

4.2.5 Affiliates, subsidiaries, divisions, and service providers who provide services to us or on our behalf;

4.2.6 Third parties who assist us in providing our products and services and to help us understand your use of our products;

4.2.7 External professional advisors;

4.2.8 Select third party vendors, business partners, conference sponsors/exhibitors and other companies so that they can send promotional materials about products and services (including special offers or promotions);

4.2.9 For any other purpose disclosed by us when you provide the information; and

4.2.10 With your consent.

We endeavour to require all service providers that we share personal data about you to provide assurances regarding the confidentiality and security of that information, including to only use such information for the purpose for which it was provided and in accordance with this Notice.

Sharing of personal data excludes text messaging originator opt-in data and consent; this information will not be shared with any third parties.

4.3 We may also disclose your personal data:

4.3.1 To comply with any court order, law, or legal process, including to respond to any government or regulatory request, in accordance with applicable law.

4.3.2 To enforce or apply our terms of use and other agreements (including warranties) and for billing and collection purposes.

4.3.3 If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Rheem, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

4.3.4 To others, where it is permitted by law.

5. INTERNATIONAL DATA TRANSFERS

5.1 From time to time your personal data may be transferred, stored and processed in foreign countries, including the United States, with different privacy laws that may or may not be as comprehensive as the Data Protection Legislation in your home country or may not be subject to an adequacy decision (as applicable) by the European Commission or the United Kingdom. In these circumstances, the governments, courts, law enforcement, or regulatory agencies of the that country may be able to obtain access to your personal data through the laws of the foreign country. For transfers of personal data to foreign countries, we take additional steps in line with all applicable laws, including European and Canadian Data Protection Legislation. We have put in place adequate safeguards with respect to the protection of your privacy, fundamental rights and freedoms, and the exercise of your rights. Whenever we engage a service provider in a foreign country, we require that its privacy and security standards adhere to this policy and applicable Data Protection Legislation.

6. HOW IS MY PERSONAL DATA SECURED

6.1 We operate and use reasonable administrative, technical and physical security measures to protect your personal data.

6.2 We have in particular taken security measures to protect personal data about you from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access, to personal data about you. Access is granted on a need-to-know basis to those employees and other people whose roles require them to process personal data about you.

7. RETENTION OF PERSONAL DATA

7.1 We will keep personal data about you for as long as it is necessary to fulfill the purposes for which we process it as described above in Section 3, or if we have another lawful basis for retaining the data beyond the period for which it is necessary to serve the original purpose for collecting the data. This may mean that we will retain some information about you for longer than we retain other information. The criteria we use to determine data retention periods for personal data includes the following:

7.1.1 Retention of user account details; we will retain it for a reasonable period after the relationship between us has ceased;

7.1.2 Retention in case of queries; we will retain it for a reasonable period after the relationship between us has ceased;

7.1.3 Retention in case of claims; we will retain it for the period in which it may be enforced; and

7.1.4 Retention in accordance with legal and regulatory requirements; we will consider whether we need to retain any additional period because of a legal or regulatory requirement.

7.2 Under some circumstances we may anonymize your personal data so that it can no longer be associated with you. We reserve the right to use such anonymous and de-identified data for any legitimate business purpose, including sharing it with utility companies, without further notice to you or your consent.

7.3 If you would like further information about our data retention practices, please contact us.

8. ADDITIONAL INFORMATION FOR CALIFORNIA RESIDENTS AND OTHER US STATE RESIDENTS

8.1 Depending on your residency, you may be entitled to the following rights under the California Consumer Privacy Rights Act (“CCPA”) or other US state privacy law, subject to certain conditions and limitations. We may choose to provide these rights, even if we are not required to do so.

8.1.1 RIGHT TO KNOW
You may request to receive, in a portable and, to the extent technically feasible, readily usable format:

(1) The categories of personal information
(2) The categories of sources from which the personal information is collected
(3) The business or commercial purpose for collecting or selling personal information
(4) The categories of third parties with whom we share the personal information
(5) The specific pieces of personal information we have collected about you (although note that we cannot provide you with sensitve personal information)

8.1.2 RIGHT TO DELETE

You may request that we delete any personal information about you which we have collected. If it is necessary for us to maintain the personal information for certain purposes, we are not required to comply with your deletion request. If we determine that we will not delete your personal data when you request us to do so, we will inform you and tell you why we are not deleting it.

8.1.3 RIGHT TO OPT-OUT OF SALE OR SHARING OF PERSONAL DATA

As stated above, we do not sell personal information or share it for cross context behavioral advertising.

8.1.4 RIGHT TO LIMIT THE USE OR DISCLOSURE OF SENSITIVE PERSONAL INFORMATION

As stated above, we only process sensitive personal information for necessary purposes.

8.1.5 NO DISCRIMINATION

You will not be discriminated against because you exercised any of these rights.

8.2 HOW TO SUBMIT A REQUEST

To exercise certain rights, you must submit a verifiable request to us by clicking here to submit a request via our web portal, or by contacting us directly at compliancemanager@rheem.com and providing the requested information.

To submit a verifiable request, you will be asked to provide certain information to help us verify your identity. The information we ask you to provide to initiate a request may differ depending upon the type of request, the type, sensitivity, and value of the personal data that is the subject of the request, and the risk of harm to you that may occur as a result of unauthorized access or deletion, among other factors. We may also require you to provide a written declaration that you are who you say you are.

You may designate an authorized agent to make a request to know or delete on your behalf by submitting a signed declaration of representation.

If we cannot verify your identity or authority to make the request, we will not be able to comply with your request. We will inform you if we cannot verify your identity or authority. We will only use personal information provided in a verifiable request to verify the requestor’s identity or authority to make the request.

We will notify you if we are unable to honor your request. Based on your residency, you may have the right to appeal our decision with regard to your request by contacting us directly at compliancemanager@rheem.com or by using the “Contact Us” details provided at the end of this Notice.

8.3 HOW WE COLLECT, USE AND SHARE PERSONAL DATA OF CONSUMERS

8.3.1 Categories of Personal Data and Business Purposes for Collection

The categories of personal data we have collected from Consumers in the past twelve (12) months and the business purpose(s) for collecting the information are listed above in Section 3.2.

8.3.2 The Sources of Collection

The sources from which we might collect personal data about you are listed above in Section 3.3.

8.3.3 Who We May Share Your Personal Data

The categories of third parties we may share your personal data with are listed above in Section 4.2

8.4 PERSONAL DATA OF MINORS

Rheem does not intentionally collect or process personal data about minors under the age of 16.

9. SHINE THE LIGHT LAW

Annually California residents may be able to request and obtain information that Rheem shared with other businesses for their own direct marketing use within the prior calendar year (as defined by “California’s Shine the Light Law”). If applicable, the information would include a list of categories of Personal Data that was shared with the names and addresses of all third parties that Rheem shared this information in the immediately preceding calendar year. To obtain this information under the Shine the Light Law, please send an email to compliancemanager@rheem.com with “California Shine the Light Privacy Request” in the subject line.

CONTACT FOR MORE INFORMATION

If you have any questions or concerns about Rheem’s Privacy Notice and practices, please contact our Chief Privacy Officer at Rheem Manufacturing Company, Attn: Chief Privacy Officer, 1100 Abernathy Road, Suite 1700, Atlanta, GA 30328 or call 770-351-3000.

10. ADDITIONAL RIGHTS FOR NON-U.S. RESIDENTS

You may have various rights under data protection legislation in your state or country (where applicable).

To the extent permitted by applicable law and subject to certain conditions, you may (1) seek confirmation regarding whether Rheem is processing personal data about you; (2) request access to the personal data that we maintain about you; (3) request that we update, correct, amend or erase or restrict information about you; or (4) exercise your right to data portability, by clicking here to submit a request via our web portal, or by contacting us directly at compliancemanager@rheem.com. In addition, you may object to Rheem’s processing of your personal data at any time; however, doing so may impact your use of the services that we provide. To protect your privacy, Rheem will take commercially reasonable steps to verify your identity before granting access to or making any changes to your personal data. We may ask that you provide us with your name, postal address, email address, telephone number, and/or equipment serial number.

Your right	What does it mean?	How do I execute this right?	Conditions to exercise?
Right of access	Subject to certain conditions, you may have a right to access personal data about you which we hold.	You may make a request for access to personal data via our web form by clicking here, or in writing to compliancemanager@rheem.com. Please specify the type of personal data you would like to access.	1. We must be able to verify your identity. 2. Your request may not affect the rights and freedoms of others. 3.We generally do not provide access to data we keep solely for data backup purposes. 4. Applicable law may allow or require us to refuse to provide you with access to some or all of the personal data that we hold about you, or we may have destroyed, erased, or made your personal data anonymous in accordance with our record retention obligations and practices. If we cannot provide you with access to your personal data, we will inform you of the reasons why, subject to any legal or regulatory restrictions.
Right of data portability	Subject to certain conditions and limitations, you may have the right to receive from us personal data which you have provided to us.	You may make a request for data portability via our web form by clicking here, or in writing to compliancemanager@rheem.com. Please specify the type of information you would like to receive.	Your right to data portability is limited. It applies only when: 1. our processing is based on your consent or on our contract with you; and 2. when our processing is done through automated means (e.g. not paper records); and 3. You provided us with the personal data at issue.
Rights in relation to inaccurate personal or incomplete data	You may challenge the accuracy or completeness of personal data about you. If the personal data is inaccurate, you may be entitled to have the inaccurate data removed, corrected or completed, as appropriate.	Please notify us of any changes regarding personal data about you as soon as they occur. You may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com.	This right applies only if our processing of personal data about you is based on our legitimate interests (see Section 3 above). Any objections must be based on your particular situation and must contain specific reasons.
Right to object to or restrict our data processing	Subject to certain conditions, you may have the right to object to or ask us to restrict the processing of personal data about you.	You may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com.	This right applies only if our processing of personal data about you is based on our legitimate interests (see Section 3 above). Any objections must be based on your particular situation and must contain specific reasons.
Right to have personal data erased	Subject to certain conditions, you may have a right to have your personal data erased e.g., where you think that the information we are processing is inaccurate, or the processing is unlawful.	You may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com .	We may not be in a position to erase personal data about you, for example when: 1. where we have to comply with a legal obligation; 2. in case of exercising or defending legal claims; or 3. where retention periods apply by law or regulations.
Right to withdrawal	You may have the right to withdraw your consent to any processing for which you have previously given that consent.	You may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com .	If you withdraw your consent, this will only take effect for the future.

11. IDENTITY OF THE CONTROLLER OF PERSONAL DATA

For the purposes of Data Protection Legislation, the Data Controller is Rheem Manufacturing Company, a U.S. organization with its principal place of business at 1100 Abernathy Road, Suite 1700, Atlanta, GA 30328.

12. YOUR RIGHT TO LODGE A COMPLAINT WITH A SUPERVISORY

Without prejudice to any other administrative or judicial remedy you might have, you may have the right under data protection legislation in your country (where applicable) to lodge a complaint with the relevant data protection supervisory authority in your country if you consider that we have infringed applicable data protection legislation when processing personal data about you. This means the country where you are habitually resident, where you work or where the alleged infringement took place.

13. CHILDREN’S PERSONAL DATA

The products and services that we offer are designed for a general audience and are not intended for children under the age of 16. We do not knowingly collect personal data from children under 16. If we learn we have collected or received personal data form a child under the age of 16, we will promptly delete the information.

14. UPDATES TO PRIVACY NOTICE

We reserve the right to change this Notice at any time in our sole discretion without prior notice to you to reflect changes. You are responsible for ensuring we have an up-to-date, active, and deliverable email address for you, and for periodically visiting our website and this Notice to check for any changes. We will indicate at the top of the Notice when it was most recently updated. Accordingly, please refer back to this Privacy Notice frequently as it may change.

15. CONTACT US

For further information or if you have any questions or queries about this Privacy Notice, please contact the Chief Privacy Officer, Law Department, Rheem Manufacturing Company, 1100 Abernathy Road, Suite 1700, Atlanta, GA 30328, or call (770) 351-3000. Alternatively, you may make a request via our web form by clicking here, or in writing to compliancemanager@rheem.com . We have procedures in place to receive and respond to complaints or inquiries about our handling of personal data, our compliance with this Notice and with applicable privacy laws.

Website Terms

General Terms and Conditions

General.

Rheem Manufacturing Company and its affiliates (“Rheem”) provide this website as a service to its customers, prospective customers, distributors, dealers, and others. Except as otherwise set forth herein, these general terms and conditions of use (“Terms and Conditions”) govern your use of his website (the “Site” or “website”) and any products purchased from Rheem from the Site (the “Products”).

Rheem reserves the right to change or delete the contents of this website, including, but not limited to specifications or designs of its products at any time without notice.

Acceptance of Terms and Conditions of Use. By accessing and using the Site, you acknowledge that you have read and agree to these Terms and Conditions. If you place an order for any Products with Rheem, you must indicate your consent to these Terms and Conditions prior to placing your order. If you do not agree to be bound by these Terms and Conditions, then you are requested to immediately exit the Site. Rheem may take any actions it deems appropriate, including, but not limited to, restricting your access to the Site or Products if Rheem determines in its sole discretion that you have violated these Terms and Conditions.

Revisions to Terms and Conditions. Please refer to these Terms and Conditions regularly. Rheem reserves the right to modify these Terms and Conditions at any time in its sole discretion and without notice. Any such modifications shall be effective immediately upon posting of the modified agreement. Your continued access or use of this Site constitutes acceptance of the terms and conditions stated at the time of access or use. Rheem may at any time and without prior notice revise these Terms and Conditions by updating this posting.

Purchase of Products.

a. Payment and Delivery. Prices for all Products are in United States dollars and exclude any and all applicable taxes and shipping and handling charges, unless expressly stated otherwise. To the extent permissible under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. If you purchase Products, you agree to pay, using a valid credit card (or other form of payment that Rheem may accept from time to time), the applicable fees and taxes (if any) set forth in the offer that you accepted. Rheem reserves the right, upon prior notice to you, to change the amount of any fees and to institute new fees. All authorized charges will be billed to your designated credit card account (or other payment method) on the terms described in the specific offer. If payment cannot be charged to your credit card or your payment is returned to Rheem for any reason, Rheem reserves the right to either suspend or cancel your order. It is your responsibility to ensure that sufficient funds are available to cover the charges for Products, and Rheem has no liability for any overdraft or other fees that you may incur as a result of Rheem processing your payment.

b. Order Acceptance and Confirmation. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Rheem reserves the right at any time after receipt of your order to accept or decline your order for any reason. Any and all orders accepted by Rheem are governed exclusively by the Rheem terms of sale applicable to the specific Product and these Terms and Conditions.

c. Sales Tax. Prices do not include, and you shall be responsible for, all applicable sales taxes for any Products you purchase.

d. Returns and Exchanges. Unless otherwise specified by Rheem on this website or on the terms of sale for a Product, Rheem has a 60 day return policy. In order to qualify for a return or exchange, Rheem must be notified within 60 days, and have possession of the Product within the 60th day (from the date of receipt) of the Product purchased. After 60 days from the date of receipt, Rheem is not obligated by any means to replace the Product or refund any money paid for the Product for any reason. To return your Products, you must contact customer service at the number provide on the Site for further instructions. If the Products are successfully returned to Rheem in accordance with the terms herein, your account will be credited in approximately one to two billing cycles from the date Rheem receives the Products from you.

e. Installation and Repair Information. Many Products sold through this website should be installed and repaired by qualified service professionals. Rheem strongly encourages you to refer to the use & care manual or installation manual of the Product for more information. This website may contain general information to aid qualified service professionals in the repair of certain products and parts. The complete model number and serial number of the unit under repair should be specified when selecting and ordering replacement parts. Specifications and illustrations are subject to change without notice. Rheem assumes no responsibility or liability for acts or omissions, errors, mistakes, or negligence of the purchaser or any other person or entity. The purchaser is responsible for choosing the appropriate products and parts and must verify the proper and safe operation of equipment after the replacement of any original components.

Site Content.

a. Corporate Identification and Trademarks. All registered or unregistered corporate names, trademarks, service marks, logos, and other source-identifying designations (collectively “Marks”) used or referred to on this website are the property of Rheem Manufacturing Company (“Rheem”) unless otherwise noted. Unauthorized use of the Marks is prohibited.

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General. These Terms and Conditions and all information on the Site are governed by and will be construed in accordance with the laws of the State of Georgia and of the United States of America, without regard to conflict of law principles. Although users outside of the United States may have access to the Site or Products, the information contained herein is intended only for use by residents of the United States. Rheem specifically reserves all rights to limit provision of our Products to select persons, countries or geographic regions. The venue for any matter relating to or arising from this site will be in the state or federal court of competent jurisdiction in the State of Georgia.

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Use of this site signifies your agreement to the Terms and Condition of Use.

Terms of Sale

RMEA Manufacturing LLC

Trade License Number: 899164 Onyx 2, Level P3, Offices 301-304 P.O. Box 371045, Dubai, UAE,

PO Box Number: 371045, Dubai, UAE.

NOTICE: Sale of any Products is expressly conditioned on the Buyer's assent to these Terms of Sale. Seller expressly objects to, and rejects, any additional or different terms proposed by the Buyer. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Terms for Sale of Products shall not be binding on either party. Any purchase order issued by Buyer and Seller’s performance of the same shall constitute the Buyer’s assent to these Terms for Sale of Products. Unless otherwise stated in Seller’s quotation, each quotation issued by Seller to Buyer shall expire 30 days from the quotation’s date and may be modified or withdrawn by Seller before receipt of the Buyer’s acceptance.

1. Definitions. "Buyer" means the entity to which Seller is selling the Products. “Products” means all equipment, parts, materials, supplies, and other goods that Seller has agreed to supply to Buyer. "Seller" means RMEA Manufacturing LLC.

2. Payment.

2.1. Unless otherwise agreed between the parties, payment for the Products sold by Seller to Buyer for an invoice value above USD 100,000 shall be secured by an irrevocable letter of credit satisfactory to the Seller, established by the Buyer in favour of the Seller immediately upon receipt of the Seller's acceptance of the Buyer's order and confirmed by an international bank acceptable to the Seller. The letter of credit shall be for the price payable for the Products (together with any tax or duty payable) to the Seller and shall be valid for six months. The Seller shall be entitled to immediate cash payment on presentation to such bank of the documents required for release of funds under the letter of credit. For orders with an invoice value less than USD 100,000 Buyer shall pay 100% in advance prior to acceptance of order by Seller.

2.2. Buyer shall pay all invoices from Seller within 30 days after the date of the invoice. Buyer’s possession of a Seller price list does not constitute an obligation on the part of Seller to sell at the prices specified on said Seller price list. Prices in effect on date of shipment apply. Buyer shall pay Seller all invoiced amounts in us dollars. Should Buyer dispute an invoice, Buyer must notify Seller in writing of the dispute within 15 days after the date on the invoice in question or said dispute will be invalid. A late-payment fee will begin accruing on the 15th day following the invoice date at the maximum interest rate allowed by law. Buyer agrees to pay Seller’s reasonable costs (including, without limitation, attorney’s fees and court costs) to collect past due amounts. Buyer shall not be entitled to applicable discounts, rebates, freight deductions or other allowances on any orders placed while Buyer’s account is past-due.

2.3. All orders are subject to Seller's credit department approval and, if accepted by Seller, are accepted with the understanding that they are subject to Seller's ability to ship. Seller reserves the choice of transportation facilities and shipping point. Buyer’s orders are also subject to Seller’s order policies at the time of the order, including, without limitation, any applicable minimum order quantities, special handling charges, freight policies, etc.

2.4. If at any time Seller reasonably determines that Buyer's financial condition does not justify the continuation of Seller’s performance, Seller may require full or partial payment in advance or shall be entitled to suspend or terminate the order.

3. Taxes and Duties. The prices for the Products are subject to the addition of, and Buyer is responsible for, any applicable tax, duty, fee, or other charge of any nature imposed on the sale of the Products. All payments due and payable by Buyer to Seller hereunder shall be made in the full amount of the Product price, free and clear of all deductions and withholding for taxes, duties, fees, or other charges of any nature.

4. Delivery; Title Transfer; Risk of Loss; Storage; Returns; Freight.

4.1. Seller shall deliver Products to Buyer FCA Seller’s factory or warehouse shipping point (Incoterms 2020). Except for those obligations that are consistent with Incoterms specifically stated above, Seller shall not be liable in any claim asserted by Buyer with respect to delivery. Partial deliveries will be permitted. If Products delivered do not correspond in quantity, type or price to those itemized in the invoice for the shipment, Buyer will so notify Seller within 10 days after receipt. Seller may deliver any or all Products in advance of the delivery schedule. Delivery times are approximate and are dependent upon prompt receipt by Seller of all materials and information necessary to proceed with the work without interruption.

4.2. Risk of loss of Products shall pass to Buyer as per the Incoterm stated in Section 4.1, above, or the purchase order, as the case may be, and thereafter all risk of loss or damage shall be borne by Buyer. Title to the Products shall pass to the Buyer upon receipt of full payment for the Products by the Buyer.

4.3. If any Products cannot be shipped to or received by Buyer when ready due to any cause not attributable to Seller, Seller will notify Buyer and then may ship Products to a storage facility, including a facility within the place of manufacture, or to an agreed freight forwarder. If Seller places Products in storage or if Products are detained at any port, the following conditions shall apply: (i) title and all risk of loss or damage shall immediately pass to Buyer if they had not already passed; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall be payable upon presentation of Seller’s invoices; (iii) all expenses and charges incurred by Seller, such as for preparation for and placement into storage, handling, inspection, preservation, insurance, storage, demurrage, removal and any taxes shall be payable by Buyer upon submission of Seller’s invoices; and (iv) when conditions permit and upon payment of all amounts due hereunder, Seller shall resume delivery of Products to the originally agreed point of delivery.

4.4. Unless Seller expressly agrees otherwise in its order acknowledgement or other written transaction document, Buyer shall be responsible for arranging and contracting freight carriage. Any claims for shortages or damages suffered in transit must be submitted directly to the carrier. Where Seller allows freight with respect to a purchase order, shipment shall be freight prepaid and/or charged allowed via carrier selected by Seller. Seller reserves the right to select carrier, routing, shipping point, and method of shipment. Freight allowances will not include, and Buyer will be responsible for, any additional charges for service performed by carrier not included in road haul rates, such as stop-off charges, detention of carrier’s equipment, redeliveries, re-consignments, unloading, etc. depending on destination requirements.

4.5. Any and all return of Products to Seller is subject to Seller’s return policy. In no event may Buyer return Product to Seller without (i) submitting the return request to Seller in accordance with Seller’s return material authorization procedures and (ii) obtaining prior written authorization from Seller. Each return will be subject to a restocking charge in accordance with Seller’s terms at the time of the return.

5. Force Majeure. Seller shall not be liable or in breach or default of its obligations to the extent performance of Seller’s obligations is delayed or prevented, directly or indirectly, by or from the following force majeure events: acts of God, fire, terrorism, war (declared or undeclared), epidemics or pandemics (as well as government actions or recommendations to combat and arrest the spread of any such epidemic or pandemic), material shortages, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance or any events beyond Seller’s reasonable control. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, Seller shall be entitled to an equitable price and performance time adjustment.

6. Compliance with Laws .

6.1. The Product price, delivery, performance dates, and any performance guarantees will be equitably adjusted to reflect additional costs or obligations incurred by Seller resulting from a change in industry specifications, codes, standards, applicable laws or regulations.

6.2. Buyer acknowledges and agrees that each Product (together with any software, technology, documents, and other material that may be embedded therein or provided therewith, the “Items”), may be subject to the export controls of various governments (including but not limited to the United States Export Administration Regulations and the regulations, executive orders and other rules administered by the Office of Foreign Assets Control), of the government of any country in which Buyer is organized and/or located, and of any government in the Territory. Buyer acknowledges and agrees that it shall not export any Items under any circumstance, nor cause or allow any Items to be exported by any third party. This requirement is legal and regulatory in nature and shall survive indefinitely. Buyer shall indemnify and defend Seller against any and all claims, lawsuits and proceedings (and all damages, losses, costs, fees (including, without limitation, attorneys’ fees), expenses, judgments, awards, and settlements arising therefrom) brought against Seller as a result of Buyer’s breach of these terms of sale.

7. Intellectual Property . All intellectual property, and rights, title and interests within the Products are solely owned by Seller. Customer agrees not to, or help others, reverse engineer any Product or any portion of any Product or attempt to discover such intellectual property contained in such Product or any portion of any Product. Buyer shall promptly notify Seller if Buyer becomes aware of any attempt to reverse engineer any Product or any portion of any Product. Any designs, manufacturing drawings or other information submitted to Customer remain the exclusive property of Seller. Customer shall not, without Seller’s prior written consent, copy such information or disclose such information to a third party. Customer understands and agrees that the sale of Product under this Agreement does not transfer to Customer, and Seller will retain, any and all intellectual property rights (patents, copyrights, trademarks, trade secrets, etc.) in any Products sold hereunder.

8. Limited Warranty.

8.1. The sole and exclusive warranty offered with the Product is the limited warranty set forth in Seller’s limited warranty certificate that is included with the Product (or in the absence of such warranty certificate, then Seller’s then-current published limited warranty covering the Product).

8.2. If Seller did not provide a limited warranty certificate with the Product and at the time of shipment of the Products Seller did not publish a limited warranty in connection with the Product, then the Product is offered with the following limited warranty:

8.2.1. Seller warrants to Buyer that the Products shall be shipped free from defects in material, workmanship and title. The warranty period for Products shall be 90 days from delivery by Seller to Buyer according to section 4.1 above. If Products do not meet the above limited warranties, Buyer shall promptly notify Seller in writing within the warranty period. Seller shall thereupon at Seller’s option, repair or replace the defective Products.

8.2.2. If in Seller’s reasonable judgment the Product cannot be repaired or replaced, Seller shall refund or credit monies paid by Buyer for that portion of Products that do not meet the above limited warranties. Any repair, replacement or re-performance by Seller hereunder shall not extend the applicable warranty period.

8.2.3. Seller’s limited warranty does not include labor costs. Buyer shall bear the costs of access (including removal and replacement of systems, structures or other parts of Buyer’s facility), de‑installation, re‑installation and transportation of Products to Seller and back to Buyer.

8.2.4. These warranties and remedies are conditioned upon the proper storage, installation, operation, and maintenance of the Products and conformance with the proper operation instruction manuals provided by Seller or its suppliers or subcontractors. Seller does not warrant the Products or any repaired or replacement parts against normal wear and tear or damage caused by misuse, accident, or use against the advice of Seller. Any modification or repair of any of the Products not authorized by Seller shall render the warranty null and void.

8.3. This section 8 provides the exclusive remedies for all claims based on failure of or defect in Products, whether the failure or defect arises before or during the applicable warranty period and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. THE WARRANTIES PROVIDED IN THIS SECTION 8 ARE THE EXCLUSIVE WARRANTIES OFFERED IN CONNECTION WITH THE PRODUCTS. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. Limitation of Liability.

9.1. In no event shall the total liability of Seller and its affiliates for all claims arising out of or relating to the sale or use of the Products or any order exceed the price paid by Buyer for the specific Products giving rise to the claim. Seller’s liability shall terminate upon the expiration of the applicable warranty period, provided that Buyer may enforce a claim that accrued prior to that date by commencing an action before the expiration of the applicable statute of limitations or repose, but not later than one year after the expiration of such warranty period. The limitations and exclusions in this Article shall apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.

9.2. Seller shall not be liable for loss of profit or revenues, loss of Product, loss of use of Products or any associated equipment, interruption of business, cost of capital, cost of cover, downtime costs, increased operating costs, claims of Buyer’s customers for such damages, or for any special, consequential, incidental, indirect, punitive or exemplary damages. Furthermore, Seller shall not be liable for any advice or assistance that is not required and paid for under the order.

9.3. Buyer’s and Seller’s rights, obligations and remedies arising out of or relating to the Products are limited to those rights, obligations and remedies described in these Terms of Sale.

10. Governing Law; Dispute Resolution.

10.1. The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Sale and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of England, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or indirectly out of this Agreement.

10.2. All disputes, claims or controversies arising out of or relating to these standard terms of sale for the breach, termination, enforcement, interpretation or validity thereof (“Dispute” or “Disputes”), shall be resolved in accordance with this subsection and subsection 10.1 above, which shall be the sole and exclusive procedure for the resolution of all disputes. The parties shall attempt in good faith to resolve any dispute promptly by negotiation. If the dispute has not been resolved within twenty (20) days of a party’s request for negotiation, then the parties agree that the dispute shall be referred to and finally resolved by arbitration administered by the Dubai international Financial Centre lcia arbitration Centre in accordance with its rules (the “Rules ”). The Rules are deemed to be incorporated by reference in this agreement. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Dubai international financial Centre in the United Arab Emirates. The language to be used in the arbitration shall be English. The parties agree that the exclusive award for any dispute shall be recovery of compensatory damages to a party, and the parties expressly waive any other form of damages or other relief, including but not limited to punitive, exemplary, multiple or consequential damages, certification of a class or class-wide relief. The parties expressly consent to the said jurisdiction and venue of said courts/tribunal and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.

11. Changes .

11.1. Buyer may not change any aspect of an order without Seller’s written approval.

11.2. All Products delivered shall conform to Seller’s part or version number specified or (at Seller’s option) its equivalent or the superseding number subsequently assigned by Seller. If the number ordered is no longer available, Seller is authorized to ship a valid interchangeable Product without notice to Buyer.

11.3. In the event that Buyer cancels any order without Seller’s written approval, Buyer would be liable to pay the Seller a cancellation fee which would be the total sum of: (a) 100% of the invoice price for that order, and (b) all costs and expenses incurred by Seller in relation to the said order up to the receipt and acknowledgement of the notice of cancellation of the order by the Seller

12. General Clauses .

12.1. Products sold by Seller are not intended for use in connection with any nuclear facility or activity without the written consent of Seller. Buyer warrants that it shall not use or permit others to use Products for such purposes, unless Seller agrees to the use in writing. If, in breach of this, any such use occurs, Seller (and its parent, affiliates, suppliers and subcontractors) disclaims all liability for any nuclear or other damages, injury or contamination, and in addition to any other legal or equitable rights of Seller, Buyer shall indemnify and hold Seller (and its parent, affiliates, suppliers and subcontractors) harmless against any such liability. If Seller agrees in writing to any such use, the parties shall agree upon special terms and conditions that provide Seller protections against nuclear liability and which are acceptable to Seller under the then current laws that apply.

12.2. Seller may assign or novate its rights and obligations under the order, in part or in whole, to any of its affiliates without Buyer’s consent. Buyer agrees to execute any documents that may be necessary to effect Seller’s assignment or novation. The delegation or assignment by Buyer of any or all of its duties or rights under the order without Seller’s prior written consent shall be void.

12.3. If any provision of these terms and conditions is found to be void or unenforceable, the remainder of the provisions shall not be affected. The parties will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and is valid and enforceable.

12.4. The following sections shall survive completion, termination or cancellation of the order: 2 through 10, and 12.

12.5. These Standard Terms of Sale, together with Seller’s final quotation, order acknowledgement and/or proforma invoice, represent the entire agreement between the parties. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing by the parties’ authorized representatives. Save for: (1) any terms relating to quantity, shipping point, price, payment terms, delivery terms and delivery schedule which are agreed by the parties in a purchase order or proforma invoice, and (2) any terms expressly agreed in a signed distribution agreement by Buyer and Seller, these Standard Terms of Sale shall prevail over any conflicting or inconsistent terms and conditions.

12.6. Buyer acknowledges that each Product to be provided by Seller under this order is of a type that has been customarily offered for sale and actually sold in substantial quantities in the commercial marketplace for use by the general public, and therefore considers each such Product to be a commercial-off-the-shelf (cots) item. Seller reserves the right, in its sole discretion, to reject, cancel or terminate without liability any order conditioned by Buyer upon (i) receipt of cost and pricing data, (ii) its issuance of a price reasonableness determination, or (iii) receipt of data demonstrating cots status of a Product.

RHEEM MANUFACTURING COMPANY

PARTNER CODE OF CONDUCT

Rheem Manufacturing Company (including its affiliates) (“Rheem”) is committed to providing quality products and conducting business honestly, fairly and with integrity. This Partner Code of Conduct ("Code") applies to all partners who conduct business with Rheem and sets forth Rheem’s standards and expectations with respect to key areas of corporate responsibility.

COMPLIANCE WITH LAWS AND REGULATIONS

Rheem partners must comply with all applicable laws and regulations.

EMPLOYMENT PRACTICES

Rheem expects partners to respect their workers and to be in compliance with the specific requirements relating to employment and working conditions contained herein.

Partner will fairly compensate its workers, complying with all applicable laws and regulations governing wages and overtime payment for workers.
Partner will comply with all applicable legal limits for working hours and days of service and will not exceed the maximum set by applicable laws and regulations.
Partner will comply with all laws and regulations regarding the fair and humane treatment of its workers.
Partner will be committed to a workforce free of harassment and unlawful discrimination.
Partner must provide their workers with a safe and healthy working environment.
Partner will not use, directly or indirectly, forced, slave or child labor.

ENVIRONMENTAL

Partners shall comply with all applicable laws, regulations and international standards regarding environmental protection.

PRIVACY AND SECURITY

Partner will commit to protecting the reasonable privacy expectations of personal information of everyone with whom it does business, including partner’s, customers and employees.

FCPA, ANTI-CORRUPTION AND BRIBERY

Partner shall abide by all applicable anti-corruption regulations and laws of the countries in which it operates, including Foreign Corrupt Practices Act (“FCPA”) and applicable international anti-corruption laws, rules and conventions. Partner shall not engage in any form of corruption, extortion, embezzlement, or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law.

GIFT & GRATUITY POLICY; CONFLICT OF INTEREST

Rheem employees are prohibited from soliciting or accepting any gifts, gratuities or other monetary incentives that are designed to improperly influence business decisions or as a condition of doing business, and we expect our partners to adhere to these rules. Gifts should never be offered, given, or accepted by any Rheem employee if it:

- Is a cash gift or cash equivalent (such as gift certificates or gift cards);

- Exceeds US$250.00 in value in the U.S., Canada, Australia, and New Zealand or US$100 in all other locations (unless approved in advance by authorized management);

- It can be construed as a bribe, kickback or payoff;
- Is not reasonable and appropriate in the context of the business occasion; and
- Violates any laws or regulations.

Partner will not put any Rheem employee in positions that test their loyalty to Rheem or cause violations of Rheem’s Code of Business Conduct & Ethics or the law.

CONFLICT MINERALS

Partner will comply with all applicable laws and regulation, as well as applicable requirements, intended to address the humanitarian and commercial concerns, specifically as it relates to Conflict Minerals, including regulations passed by the Securities and Exchange Commission.

Rheem reserves the right, in its sole discretion, to change the requirements of this Code from time to time.

RMEA Manufacturing LLC

ONLINE ADVERTISING GUIDELINES

These are RMEA Manufacturing LLC’s and its subsidiaries’ (together, “Rheem”) guidelines regarding a business partners’ use of social media and their online presence with respect to advertising Rheem’s products. Social media sites, applications and websites are useful marketing tools and can help drive business and sales of Rheem products. While the use of social media may be a positive forum for information sharing, incorrect use of social media can also cause significant, and sometimes potentially irreparable, harm to Rheem and its business partners.

As Rheem is in the practice of allowing selected business partners to use their own social media sites, applications and websites (hereinafter referred to as “Online Advertising”) to advertise Rheem’s products, these Guidelines assist to clarify responsibilities regarding the use of Online Advertising.

These Guidelines apply to all business partners of Rheem throughout the Middle East, Africa and Europe regions, who wish to use Online Advertising to advertise Rheem or RUUD branded products (jointly referred to as the “Products”).

Use of Approved Social Media Platforms

Rheem’s business partners who have exclusive distribution rights for Products in any territory (hereinafter referred to as “Approved Partner”), may advertise the Products for sale in that particular territory on any approved social media platforms as prescribed by Rheem. Such advertising may only be done with Rheem’s prior express written consent, such consent to be granted solely at Rheem’s discretion.
Approved social media platforms are limited to Facebook, Instagram, YouTube, LinkedIn and Twitter.
The Approved Partner may only advertise the Products using Online Advertising after being given authority by Rheem in writing.
In the event that the business relationship with the Approved Partner is terminated for any reason whatsoever, the Approved Partner shall immediately cease any and all Online Advertising.

Content

Appropriate Content

If the Approved Partner wishes to advertise the Products using Online Advertising, they must ensure that all content on their online medium meets the following requirements:

- All content must be respectful, polite and must have a friendly tone.
- All content must contain the latest and most updated information about Rheem products.
- Only content related to Rheem products being sold in that territory may be published.
Any Online Advertising related to the Products must be in accordance with the Rheem Branding Guidelines, or the RUUD Branding Guidelines, as the case may be.

Pre-approval of Content

Where reasonably possible, the Approved Partner must have all Rheem-related content, including pictures and images, pre-approved by Rheem.
All sales, promotions, discounts and other advertising related activities must be pre-approved by Rheem.

Disclaimers

All Online Advertising must make it clear that the Approved Partner is not a member, affiliate, agent or representative of Rheem.
The Online Advertising must further make it clear that Rheem and/or RUUD do not have any control over the contents of the Online Advertising and do not endorse any views which may be expressed in the Online Advertising.
For avoidance of doubt, the Approved Partner may not represent themselves as Rheem and may not use Rheem or RUUD’s logo or trademark on their website, without prior written consent of Rheem.

Inappropriate Content

Under no circumstances should any of the below mentioned content be published in any Online Advertising or be associated in any way with the Rheem brand, the RUUD brand or the Products:
- Sensitive and confidential information of Rheem and/or RUUD
- Customer information
- Content referring to non-Rheem brands
- Religiously or racially insensitive or offensive content
- Sexuality and/or gender insensitive or offensive content
- Politically insensitive or offensive content
- Culturally insensitive or offensive content
- Vulgar or offensive language, obscenities and/or adult content
- Discriminatory content
- Generally offensive content

Language of Content

All content must be in the English and Arabic language.

GDP Funding

Online Advertising which meets all the necessary criteria may be eligible for the appropriate reimbursement under the GDP Funding program, in accordance with the terms of the program.

Reservation of Rights

Notwithstanding anything in these Guidelines, Rheem hereby reserves the right to:
- Require the Approved Partner to publish any content of its choosing on the Online Advertising.
- Change or amend these Guidelines at any point in time with or without notice to the Approved Partner.
- Withdraw its consent for the Approved Partner to use Online Advertising for the Products and require the Approved Partner to remove all references to the Products from its Online Advertising.

Compliance and Enforcement

Compliance with these Guidelines is mandatory. Violations may result in disciplinary action, up to and including termination of the agreement allowing the Approved Partner to advertise Rheem products on behalf of Rheem. The unauthorized disclosure of Rheem’s Confidential Information on Online Advertising may be cause for disciplinary action, up to and including termination of the business relationship.

Standard Terms of Purchase

RMEA Manufacturing LLC,

Onyx Tower 2, Offices 301 – 304, The Greens

PO Box Number: 371045, Dubai, UAE.

NOTICE: Purchase of any Products is expressly conditioned on the Seller's unconditional acceptance of these Standard Terms of Purchase. Buyer objects to, and rejects, any additional or different terms proposed by the Seller. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Standard Terms of Purchase shall not be binding on either party. Any purchase transaction between Buyer and Seller shall be subject these Standard Terms of Purchase, to the exclusion of any other terms which may have been referenced to in any documents issued or submitted by the Seller.

1. The following definitions shall apply to these Standard Terms of Purchase:

a. "Buyer" means RMEA Manufacturing LLC

b. "Products" means all products which Seller has agreed to supply to Buyer

c. "Seller" means the entity from which the Buyer is purchasing the Products

2. ACCEPTANCE - The Buyer’s purchase order and these Terms and Conditions (collectively, the “Order”) constitute the entire agreement between the Seller and Buyer with respect to its subject matter. Any additional or different terms or conditions by Seller do not operate as a rejection of the Order (unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods or services), but will be deemed a material alteration thereof, and the Order shall be deemed accepted by the Seller without any additional or different terms. To the extent of any conflict between these Terms and Conditions and any written supply agreement that has been negotiated and executed by authorized representatives of Buyer and Seller that governs the goods or services referenced herein, the terms contained in said supply agreement will control. ANY OF THE FOLLOWING ACTS BY SELLER SHALL CONSTITUTE ACCEPTANCE OF THIS ORDER AND ALL OF ITS TERMS AND CONDITIONS: SIGNING AND RETURNING A COPY OF THIS ORDER; DELIVERY OF ANY OF THE GOODS OR PERFORMANCE OF ANY OF THE SERVICES ORDERED; COMMENCEMENT OF PERFORMANCE; OR RETURNING ANY FORM OF ACKNOWLEDGEMENT. ACCEPTANCE OF THIS ORDER IS LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND THIS ORDER CAN ONLY BE ACCEPTED ON THESE TERMS. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN SELLER’S ACKNOWLEDGEMENT, GENERAL TERMS AND CONDITIONS OF SALE, INVOICE, ANY PRIOR PROPOSAL OR IN ANY OTHER SELLER DOCUMENT ARE HEREBY REJECTED AND SHALL NOT BE BINDING ON THE BUYER.

3. PRICES - The prices contained in this Order shall be considered as maximum prices not subject to upward revision and include all insurance, import fees, customs duties and taxes. If prices are not stated, Seller shall offer its lowest prices, which shall be subject to written acceptance by Buyer. Seller warrants that the prices charged for the goods and/or services covered by the Order will be as low as the lowest prices charged by Seller to any other customers purchasing similar goods and/or services. Prices of any goods, delivered or undelivered, under this Order are not subject to increase by Seller in the event of any governmental action or any cause (even beyond Seller’s control) affecting Seller’s cost or expenses after the date of this Order, including but not limited to duties, taxes, other governmental charges, assessments, freight and insurance costs and fluctuations in exchange rates.

4. PAYMENT TERMS - Terms of payment for Products sold by Seller to Buyer and all other charges hereunder shall be Net 75 days after Buyer’s receipt of Seller’s conforming and undisputed invoice. No interest shall be paid on invoices for Products, and Buyer shall not be charged for storage.

5. TAXES - No federal, state or local taxes on the goods or services furnished hereunder or on the sale, purchase, transportation, use or possession thereof shall be included in any invoice delivered to Buyer unless specifically itemized. If Buyer furnishes Seller an exemption certificate, or any similar proof of exemption with respect to any federal, state or local tax included in any such invoice, such invoice shall be adjusted to eliminate such tax.

6. DELIVERY - Unless otherwise specified in the Order, Seller shall deliver the goods to Buyer Ex Works (Incoterms 2020) at the shipping address designated in the Order. Seller shall comply with the shipping instructions and delivery schedule for the Order, including any amendment or supplement to it, specified by Buyer. Buyer shall have the option either to refuse acceptance of any shipment made in advance of the delivery schedule or to accept such shipment but require Seller to defer submission of invoices thereon until such time as the shipment was due to be made in compliance with the delivery schedule set forth in this Order. Time is of the essence. Deliveries are to be made only in the quantities and at the times specified in the Order.

7. PACKAGING - Goods must be delivered in standard commercial containers acceptable by carrier for safe transportation at the lowest rate at point of delivery. No charges shall be allowed for drayage, blocking or packaging except as otherwise specified herein. Seller shall assume and pay all extra expenses accruing on account of improper packaging.

8. MARKING - Packages must be marked with shipper’s name and Buyer’s purchase order number, and must contain two copies of the complete list of goods contained therein. If more than one package is shipped, each one must be numbered. The number of the package must be identified with the contents as shown on the shipping or packaging list. Any extra expense due to dunnage, waiting time, and the like resulting from the lack of the above information shall be deducted from Buyer’s remittance in payment of Seller’s invoices.

9. MODIFICATION - This Order may not be modified or changed in any manner, except by an instrument in writing signed by an authorized representative of Buyer; provided, however, that Buyer reserves the right to issue written modifications, which the Seller agrees to accept, changing the time or rate of delivery of goods or services covered by the Order. In the event such acceptance by Seller of Buyer’s written modification results in an increase or decrease in cost of the goods or services remaining to be delivered, Buyer and Seller agree to negotiate an equitable adjustment of the prices specified herein.

10. WARRANTY - Seller warrants with respect to goods purchased and sold under this Order that: (a) it has good title to the goods, (b) the goods are free from liens, security interests and encumbrances of any kind, (c) the goods conform to the specifications, drawings and samples approved by Buyer in connection with this Order, (d) the goods are fit for the purpose for which Buyer purchased them, (e) the goods are merchantable, (f) the goods are free of defects in design, materials and workmanship and (g) the goods have been manufactured in a good and workmanlike manner using the highest quality material in conformity with the best standard practices. This warranty shall survive any inspection, acceptance or return of any such goods and shall run to Buyer, its successors, assigns, customers and users of its goods. If goods delivered pursuant to this Order are found within 72 months after acceptance not to be as warranted, Buyer may, in addition to any other rights Buyer may have, return such goods to Seller, at Seller’s expense, for repair, replacement, or refund of price, as Buyer may elect. Any goods repaired or furnished in replacement shall be subject to all the terms and conditions hereof to the same extent as if initially furnished hereunder. Seller further warrants that all services will be performed in a competent and professional manner, in accordance with the highest standards and best practices in the industry, and in accordance with the specifications agreed or approved by Buyer. Any attempt by Seller to limit, disclaim or restrict any such warranties or remedies by acknowledgement or otherwise shall be null, void and ineffective.

11. INSPECTION OF MATERIAL - Seller agrees to inspect all goods covered by this Order and, when requested by Buyer, to include an inspection certificate with each shipment. All goods shall be subject to Buyer’s inspection and approval after arrival notwithstanding any prior inspection or payment. Payment for the goods or services does not constitute acceptance thereof. Buyer has the right to inspect all goods and services and to reject any or all that are in Buyer's judgment defective or nonconforming. If any goods covered by this Order are defective or otherwise not in conformity with the requirements of this Order, by written notice to Seller, Buyer may elect to: (a) rescind this Order as to such goods, (b) accept goods at an equitable reduction in price, or (c) reject such goods and require the delivery of replacements. Deliveries of replacements shall be accompanied by a written notice specifying that such goods are replacements. If Seller fails to deliver required replacements promptly, Buyer may (i) purchase from other suppliers, replace or correct such goods and charge Seller all costs and expenses occasioned Buyer thereby, and/or (ii) terminate this Order for default. No inspection (including source inspection), test, approval (including design approval) or acceptance of goods ordered shall relieve Seller from responsibility for defects or other failures to meet the requirements of this Order. Buyer reserves the right to use rejected materials, as it believes advisable or necessary to meet its contractual obligations to customers, without waiving any rights against Seller. Rights granted to Buyer herein are in addition to any other rights or remedies provided at law or in equity. Seller agrees to pay Buyer’s expenses, including demurrage, handling and storage charges and freight both ways, with respect to rejected goods. Upon identification and notification of defective goods or nonconforming shipments, Buyer shall receive full credit either for scrap or return, which credit will include full costs paid to Seller, together with shipping, processing and related costs, if applicable. Within one week of the shipment of the defective good, Seller shall submit to Buyer a written explanation of the root cause and corrective actions implemented to prevent reoccurrence.

12. DELAYS - Whenever the timely performance of this Order may be delayed, or is delayed, Seller shall immediately notify Buyer in writing of all relevant information with respect to such delay.

13. RISK OF LOSS - Seller shall bear all risk of loss and damage to goods covered by this Order until, and title shall pass to Buyer on, Buyer’s final acceptance at the destination specified on the face of this Order. This paragraph shall apply notwithstanding any use of the term “F.O.B” or other delivery term in this Order.

14. DESIGN AND INVENTION RIGHTS - If this Order has as one of its purposes design, experimental, developmental or research work, Seller agrees to communicate promptly to Buyer full details of any design or invention (whether or not patentable) conceived or first reduced to practice by Seller or any of its employees in connection with the performance of this Order. Upon Buyer’s request, Seller shall assign or cause to be assigned to Buyer without compensation all right, title and interest of Seller or its employees in and to each such design or invention, and perform or cause to be performed all acts (at Buyer’s expense) and execute or cause to be executed all papers that are necessary to vest in Buyer full right, title and interest therein, including the patenting thereof.

15. CONFIDENTIALITY - Any specifications, drawings, sketches, models, samples, tools, technical information, methods, processes, techniques, shop practices, plans, know-how, trade secrets, or data, written, oral or otherwise (collectively, the “Information”) furnished to Seller under, or in contemplation of, the Agreement remain Buyer's property. All copies of such Information, in written, graphic or other tangible form, must be immediately returned to Buyer upon its request. The Information shall be kept confidential by Seller, shall be used only in the fulfillment of the Order, or in performing Seller’s obligations under the Agreement, and may be disclosed or used for other purposes only upon such terms as may be agreed upon between Buyer and Seller in writing.

16. COMPLIANCE WITH LAWS - Seller certifies that the goods to be furnished or the services to be rendered hereunder are in compliance with all applicable laws, including rules, regulations, and standards, that relate to the manufacture, labeling, transport, import, and export, including laws relating to environmental matters, hazardous materials, hiring, wages, hours and conditions of employment, discrimination, and occupational health or safety. Seller further certifies that its price to Buyer hereunder is proper under all applicable laws, rules and regulations and is in compliance with any current pricing policy or law directed at controlling or stabilizing prices.

17. INDEMNIFICATION - Seller shall defend, indemnify and hold harmless Buyer and Buyer’s affiliates, and each of their employees, officers, directors, agents, successors, assigns, customers and end-users of its products, from and against all losses, expenses, damages, costs, liabilities, claims, settlements, awards and judgments based on a claim (a) that any good or service furnished by Seller, as well as any system, device or process incorporating or resulting from the use thereof, constitutes an infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right; and (b) arising out of, as a result of or in connection with: (i) Seller’s acts and omissions in the performance of this Order, or (ii) any defect in design, materials, workmanship or quality of the goods and/or services, or (iii) Seller’s negligence or willful misconduct or (iv) any breach of any express or implied warranty, or (v) Seller’s violation of any federal, state or local law, executive order, rule or regulation. Seller shall maintain commercial general liability insurance (including products liability/completed operations coverage) with adequate limits satisfactory to Buyer and shall maintain proper Workmen’s Compensation and Employer’s Liability insurance covering all employees engaged in the performance of this Order, and, upon Buyer’s request, shall furnish to Buyer appropriate evidence of such insurance.

18. LIMITATION - In no event shall Buyer's aggregate liability for any loss or damage arising out of or in connection with or resulting from this Order exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. Buyer shall not be liable for interest charges or penalties of any description. No lawsuit may be brought against Buyer on account of any breach by Buyer unless the suit is instituted within two years of the date of the breach.

19. DRAWINGS AND DATA - Buyer retains all rights in drawings, engineering instructions, specifications and other data furnished to Seller by Buyer, and no such drawings, engineering instructions, specifications, or other data shall be reproduced or in any way used, in whole or in part, in connection with goods and/or services furnished to others, and must be returned to Buyer immediately upon Buyer’s request.

20. PROPRIETARY RIGHTS - Seller hereby grants to Buyer a perpetual, transferable and royalty-free license to use, sell, offer for sale, import, distribute, advertise, market and promote Products (including through packaging, repackaging, labeling, bundling and documentation) that incorporate in whole or in part the patent, copyright, trademark, trade dress or other intellectual property rights of Seller. Seller hereby assigns to Buyer, and not otherwise to make use of, any invention, improvement or discovery (whether or not patentable), conceived or reduced to practice in the performance of the Agreement by Seller or any employee or contractor of Seller or any other person working under Seller's direction, and such assignment shall be considered as additional consideration for the making of the Order. Upon request of Buyer or completion of performance of the Order, Seller shall deliver to Buyer any and all information relating to any such invention, improvement or discovery, and shall cause employees or others subject to Seller's instruction to sign as appropriate all documents necessary to enable Buyer to file applications for patents throughout the world and to obtain title thereto.

21. MATERIALS AND TOOLS - If Buyer furnishes to Seller any dies, molds, jigs, tools, test equipment, and the like (“Tooling”), or pays for Tooling, then title thereto shall remain or vest in Buyer, and Seller shall identify, maintain and preserve all Tooling. All Tooling must be repaired, renewed and fully insured by Seller against loss and damage, as directed by Buyer. All Tooling is subject to removal by Buyer at any time upon Buyer’s demand.

22. CANCELLATION - For Seller’s failure to comply with any terms or conditions hereof, Buyer may cancel this Order, in whole or in part, without further liability to the Seller. Such cancellation, however shall be without prejudice to any claim Buyer may have against Seller for breach inducing cancellation. Failure of Buyer to insist on strict performance or observance by Seller of this Order, these Terms and Conditions or Buyer’s right in any one or more instances shall not constitute a waiver by Buyer of such performance, conditions or rights either then or for the future. Buyer may cancel this Order without further cost or liability to Seller in the event that any proceedings are instituted by or against Seller in bankruptcy or insolvency, or in the event of any assignment by Seller for the benefit of creditors.

23. ASSIGNMENT - Seller shall not, without prior written consent of Buyer, assign or pledge this Order or any of Seller’s right or obligations hereunder. Any assignment or attempted assignment made without such consent shall be void as to Buyer.

24. GOVERNING LAW, VENUE - The validity, performance and all matters relating to the interpretation and effect of these Standard Terms of Purchase and all further documents executed pursuant to it shall be construed and interpreted in accordance with the laws of England and Wales, excluding its rules on the conflict of laws. Each party expressly waives any right to a trial by a jury in any proceeding arising directly or indirectly out of this Agreement. All disputes, claims or controversies arising out of or relating to these Standard Terms of Purchase for the breach, termination, enforcement, interpretation or validity thereof ("Dispute" or "Disputes"), shall be resolved in accordance with this section, which shall be the sole and exclusive procedure for the resolution of all Disputes. The parties shall attempt in good faith to resolve any Dispute promptly by negotiation. If the Dispute has not been resolved within thirty (30) days of a party’s request for negotiation, then the parties agree that the Dispute shall be referred to and finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its rules (the "Rules"). The Rules are deemed to be incorporated by reference in this Agreement. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre in the United Arab Emirates. The language to be used in the arbitration shall be English. The parties agree that the exclusive award for any dispute shall be recovery of compensatory damages to a party, and the parties expressly waive any other form of damages or other relief, including but not limited to punitive, exemplary, multiple or consequential damages, certification of a class or class-wide relief. The parties expressly consent to the said jurisdiction and venue of said courts/tribunal and acknowledge that they may be waiving rights they might otherwise have to bring suit in any other venue.

25. SUPPLIER CODE OF CONDUCT - Seller shall comply with Buyer’s Supplier Code of Conduct, which can be viewed at http://www.rheem.com/about/legal, in providing goods and services under this Order. Any violation of the Supplier Code of Conduct may cause Buyer to cease doing business with Seller.

26. GENERAL - The invalidity of any provision contained in these terms will not affect the validity of any other provision. Buyer's failure to insist on performance of any term or condition or to exercise any right or privilege shall not waive any such term, condition, right or privilege. The Agreement may be amended or modified only by a written instrument separately signed by Buyer or Seller. Seller shall not subcontract or assign its rights and obligations under the Agreement, in whole or in part, without Buyer's consent. The provisions of Sections 2-26 survive termination of the Agreement.

Legal

Privacy Notice

Rheem Manufacturing Company Privacy Notice

1. INTRODUCTION