American Superconductor CORP

3. PAYMENT: (a) Except to the extent otherwise specified by AMSC in the Contract, pro rata payments shall become due without setoff as shipments are made or services are provided. All payments shall be made by the Buyer within thirty (30) days from the date of the invoice. If AMSC consents to delay shipments after completion of any product, payment shall become due on the date when AMSC was originally prepared to make shipment. In the event of any such delay, risk of loss shall pass to Purchaser at the time when AMSC was originally prepared to make shipment and Work shall be held at Purchaser's risk and expense. (b) If Buyer’s financial condition at any time does not justify continuance of the work to be performed by AMSC hereunder on the agreed terms of payment, AMSC may require full or partial payment in advance. In the event of Buyer’s bankruptcy or insolvency or in the event any proceeding is brought against Buyer, voluntarily or involuntarily, under any bankruptcy or insolvency laws, AMSC shall be entitled to cancel any Contract then-outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement from Buyer for its proper cancellation charges. AMSC's rights under this Section 3 are in addition to all rights available to it at law or in equity. (c) Buyer shall pay to AMSC a service charge at a rate equal to the lesser of (i) of 1.5% per month (or portion thereof), or (ii) the maximum rate permitted by applicable law o

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9. DELIVERY: Delivery dates are approximate and are based upon prompt receipt of all necessary information from the Buyer. Work completed or in process cannot be deferred or extended beyond the original delivery date specified, except with AMSC’s written consent and upon terms acceptable to AMSC which AMERICAN SUPERCONDUCTOR CORPORATION STANDARD TERMS AND CONDITIONS OF SALE

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6. PRICES: The prices quoted by AMSC are only for the Work as specified in the AMSC quotation, and all prices are subject to change by AMSC prior to acceptance by Buyer, including, without limitation, if changes are made in specifications, delivery, or other terms quoted.

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14. LIMITED WARRANTY: (a) Limited Warranty. AMSC warrants the Work sold by AMSC to be free from material defects in material and workmanship under normal use and service for a period of twelve (12) months from the date the Work is put into service or eighteen (18) months from the date of delivery, whichever occurs first. If any Work appears not to conform to such warranty during such period, Buyer shall notify AMSC of such conditions in writing within ten (10) calendar days from learning of such non-conformity and afford AMSC a reasonable opportunity to inspect the Work. If AMSC determines that the Work does not conform to such warranty, it shall, in its sole discretion, (i) repair or replace parts proven to be non-conforming within the stated warranty period, or (ii) accept a return of the Work and provide a refund of amounts paid to AMSC for the returned Work. Repair or replacement of parts under this warranty shall be done on an Ex Works, AMSC factory basis. Title and risk of loss or damage of Work replaced under warranty passes to Buyer in accordance with the terms of Section 10 above. Buyer acknowledges and agrees that the remedy set forth in this Section 14(a) is AMSC’s sole obligation and Buyer’s exclusive remedy with respect to any Work that does not conform to the warranty set forth in this Section 14(a). If AMSC determines that Work for which Buyer has requested warranty service is not eligible for warranty service for any reason, Buyer shall pay or reimburse AMSC f

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17. PROPRIETARY INFORMATION: (a) For purposes of these Terms and Conditions, the term “Proprietary Information” shall mean all information provided by AMSC to Buyer or otherwise acquired by Buyer, whether disclosed orally, visually, or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “proprietary” or "confidential” and all knowledge and information which Buyer has acquired, may acquire or produces as a result of its relationship with AMSC concerning the Work or AMSC's business, including but not limited to inventions, notes, data, memoranda, methods, know-how, techniques, processes and all other business or technical information. In addition, the term “Proprietary Information” shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by either AMSC or Buyer, or their respective representatives, which contain, in whole or in part, any

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