KAM sensor technik limited Terms and Conditions of Sale 1.0 Acceptance and Agreement Sale of any Products and/or Services is expressly conditioned on Buyer’s assent to these Terms and Conditions. Any additional or different terms proposed by Buyer are expressly objected to and will not be binding upon Seller unless agreed to in writing by Seller. No pre-printed facility entry form shall modify these Terms and Conditions even if signed by Seller’s representative. Any oral or written representation, warranty, course of dealing or trade usage not contained in these Terms and Conditions or the Contract shall not be binding on either party. Any order to perform work and Seller’s performance of work shall constitute assent to these Terms and Conditions. In the case of any conflict between the terms and/or conditions of Buyer’s order and these Terms and Conditions as expressed herein, these Terms and Conditions shall apply. 2.0 Definitions Unless otherwise agreed to by Seller, the following terms shall be defined as follows: “Buyer” means the individual or entity to which Seller is providing Products and Services under the Contract, and/or the individual or entity ultimately using the Products and Services provided by the Seller. “Contract” means the documents that comprise the agreement between Buyer and Seller for the sale of Products and/or Services, including without limitation these Terms and Conditions, the final quotation, the agreed scope(s) of work, and Seller’s order acknowledgement. “Products” means all equipment, parts, materials, supplies, software, firmware and other goods Seller has agreed to supply to Buyer under the Contract. “Seller” means the entity providing Products or performing Services under the Contract. In these Terms and Conditions, Seller refers to kam sensor technik limited ., a Delaware limited partnership. “Services” means all services Seller has agreed to perform for Buyer under the Contract. “Site” means the premises where Products are delivered and/or Services are performed. “Terms and Conditions” means these Terms and Conditions for Sale of Products and Services. 3.0 Terms of Sale 3.1 Acceptance. The sale of Products and Services is expressly conditional on Buyer’s acceptance of Seller’s terms and conditions as stated herein and on the typed portion of the attendant quotation. Provided that these Terms and Conditions have not been previously accepted by Buyer, Buyer’s receipt of Products or Services shipped under the Contract constitutes acceptance of these Terms and Conditions. 3.2 Prices. Unless otherwise specified in writing and notwithstanding anything to the contrary contained in this Section, all quoted prices for Products or Services shall be valid for thirty (30) days from the date of offer by Seller. Seller reserves the right to change the price quotation for a Product to Seller’s price in effect for the Product at the time an order is released to final manufacture. Prices for Products not manufactured by Seller will be the price of such Product at the time the Product is shipped to Buyer. Copies of data or documentation to be sent with a Product will be identified in the quotation of Seller. Buyer may order additional copies of such data or documentation at the prices in effect at the time of such order. Seller is not responsible for errors of its employees or contractors with respect to the verbal pricing or quotation of Product or Services and Seller will not be bound by the terms of such errors. 3.3 Taxes; Costs; Insurance. Quoted prices are exclusive of all city, state and federal sales, use, excise or similar taxes payable with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Products or Services, as applicable. Quoted prices exclude shipping or transportation costs or insurance costs. Prices include standard packaging only. Any special handling or packaging requests will result in additional charges to Buyer. Seller will accept valid tax exemption certificates from Buyer. However, Buyer will reimburse Seller for any taxes incurred by it on the sale of a Product or Services to the extent such tax exemption certificate proves to be insufficient to the applicable taxing authority for any reason. Such reimbursement must occur within ten (10) days from the date Seller becomes aware of the invalidity of such tax exemption certificate. 3.4 Payment. Invoices will be issued by Seller as of the date of shipment and shall become due and payable within thirty (30) days of the issuance thereof, unless otherwise agreed upon in writing. Payments due Seller for Products shipped, Services performed and any other amounts due Seller by Buyer will be paid to Seller at its principal office in Houston, Harris County, Texas and must be in U.S. Dollars. 3.5 Suspended Delivery. Seller may suspend or discontinue delivery of any further Products or Services to Buyer if Buyer fails to make a payment to Seller for either the Product or Services to be delivered or any Products or Services previously delivered. Suspended or discontinued delivery will continue until Seller receives full payment from Buyer or if Seller receives assurances adequate to Seller of performance from Buyer. 3.6 Setoff. Seller will have the right to setoff and apply any funds received from Buyer for the benefit of any other overdue accounts or amounts owed to Seller by Buyer. 3.7 Service Charge. All invoiced amounts unpaid and outstanding will be subject to a service charge of one and one half percent (1 ½%) per month (18% per annum) from the date due. If any overdue amounts have been handed over to an attorney for their collection, Buyer will reimburse Seller for all costs of collection and associated attorneys’ fees (with such costs and fees being not less than thirty percent (30%) of the total overdue amount payable). 4.0 Title; Risk of Loss 4.1 Title. Unless otherwise stated in Seller’s quotation to Buyer, title and risk of loss for all Products pass Ex Works (pursuant to Incoterms 2000), that is, at the location of Seller upon the loading of the Products for shipment. 4.2 Security Interest. Buyer grants to Seller a security interest in all Products being purchased by Buyer. The security interest granted by Buyer is given to secure payment of the full purchase price and all other charges due and owing Seller by Buyer. This security interest constitutes a “purchase money security interest” pursuant to the Uniform Commercial Code. These Terms and Conditions constitute a contract and security agreement, and Buyer hereby authorizes and appoints Seller as its attorney-in-fact to sign on Buyer’s behalf appropriate financing statements and to file those financing statements with the appropriate agency to perfect the security interest herein granted. 5.0 Delivery; Inspection; Acceptance 5.1 In General. Buyer is solely responsible for receiving, storing, installing, starting up and maintaining all Products. Seller will provide Buyer with appropriate price quotations should Buyer request Seller to perform Services other than sale and delivery of the Products. 5.2 Cancellation. Buyer may not cancel any purchase order for Products or Services placed with and accepted by Seller without Seller’s prior written consent, unless such cancellation is provided to Seller within three (3) U.S. business days (the “Cancellation Period”) from the date the order was placed with and accepted by Seller. To the extent Buyer cancels an order after the Cancellation Period, Buyer will reimburse Seller for any direct or indirect cancellation charges incurred by Seller, including without limitation reasonable profits and all costs and expenses incurred by Seller to prepare the Products for shipping or the scheduling of Services. Further, all orders for Products cancelled after the Cancellation Period will be subject to a restocking fee to be determined by Seller in its sole discretion, but in no event will such fee be less than thirty-five percent (35%) of the purchase price of the Product. For custom orders, Seller reserves the right to charge Buyer a non- cancellation fee equal to up to one hundred percent (100%) of the purchase price of the Product, with the specific amount of such non cancellation fee to be determined in the sole discretion of Seller. Any non-cancellation fee will be communicated to Buyer prior to its effectiveness and Seller will have the right to keep the non-cancellation fee (in addition to any other remedies it may have pursuant to this Section) in the event Buyer cancels such custom order. 5.3 Inspection. Unless otherwise specified in Seller’s invoice or packing slip, Buyer will be entitled to inspect all Products for their substantial conformity to the terms of Buyer’s purchase order after the arrival of the Products at Buyer’s facility; provided, however, the failure of Buyer to exercise its post-arrival inspection rights within ten (10) days following arrival of the Products, and to advise Seller in writing of all defects in or objections to the Products which may be disclosed by such inspection within that same ten (10) days, shall constitute full, final and complete acceptance of the Products, and Buyer shall not thereafter be entitled to reject the Products (or any portion thereof) or to revoke its acceptance thereof with respect to any defects which could have been discovered by such inspection. 5.4 Rejection/Product Damage. Buyer may reject Products it inspects in accordance with Section 5.4 only to the extent it discovers a defect materially impairing the value of the Products. Any claims regarding material defects must be made within thirty (30) days from the date of Buyer’s receipt of the Products or Buyer will be deemed to have waived such claims. Any lesser defects are governed by the terms of Seller’s applicable standard limited warranties, each of which are as set forth in Article 6. To the extent any damage to the Products has occurred during shipping, Buyer’s exclusive remedy will be to file a claim with the carrier.