Durham Instruments, Inc. General Terms and Conditions of Sale 1.Definitions. “Seller” means Durham Instruments, Inc. “Buyer” means the person, firm or company to whom the purchase order(“Purchase Order”) is issued by Seller. “Supplier” means the person, firm or company producing the “Product” for the “Seller”. “Products” means materials, supplies, items, equipment, work and/or services covered by the Purchase Order. 2.Quotations. Prices, specificatons and dates for delivery referenced in Seller’s quotatons are for informaton purposes only andshall not be binding on Seller untl all technical requirements have been agreed and Seller has accepted Buyer’s order. Quotatonsterminate if not accepted by Buyer within 30 days.3.Acceptance: Upon Seller’s acceptance of the Purchase Order in writng, the Buyer and Seller expressly acknowledge and agree thatthe terms and conditons that (a) are set forth in these Terms and Conditons, (b) appear or are specifically referenced in thePurchase Order, and/or (c) are set forth on any other atachments to the Purchase Order and/or these Terms and Conditons shallcollectvely consttute the sales contract between the partes, all of which are incorporated herein by this reference (collectvely, the“Sales Contract”).4.Full Agreement: The Sales Contract between Buyer and Seller shall consist of the terms and conditons contained in the SalesContract together with any revisions or modificatons of such terms mutually agreed to in writng by Buyer and Seller. Seller shallnot be bound by any additonal or different terms not contained in the Sales Contract or otherwise agreed to in writng by Buyerand Seller, including, without limitaton, (a) any additonal or different terms in the Buyer’s form of purchase order, (b) any othercommunicaton from Buyer to Seller, and/or (c) any prior courses of dealing, usages of the trade, and/or verbal agreements.5.Modification; Termination:a. Except as otherwise provided in this Sales Contract, the terms of this Sales Contract cannot be modified, terminated, and/orrepudiated, in whole or in part, except as agreed upon by Buyer and Seller in writng. Seller, at its opton, may treat anyatempted modificaton, terminaton, or repudiaton by Buyer to which Seller does not assent in writng as a breach of theentre Sales Contract by Buyer and, in such event, Seller shall have all remedies available under the Sales Contract or applicablelaw. If Seller’s performance of its obligatons under this Sales Contract is prevented or delayed by any act or omission of Buyeror its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligatons under this SalesContract or otherwise liable for any costs, charges or losses sustained or incurred by Buyer, in each case, to the extent arisingdirectly or indirectly from such preventon or delay.b. If all or part of the Sales Contract is terminated by a writen agreement between Buyer and Seller (“Terminaton Agreement”),except as otherwise provided in such Terminaton Agreement, Buyer shall pay terminaton charges to Seller as follows: (a) theprice provided in the Sales Contract for all Products assembled in whole or in part on or before the effectve date of theTerminaton Agreement, (b) the actual expenses incurred by Seller in connecton with the uncompleted porton of theterminated order, and/or (c) any reasonable profit estmated by Seller on the uncompleted porton of the order as of theeffectve date of the Terminaton Agreement. totwithstanding anything to the contrary in this Sales Contract, Seller reservesthe right to independently increase pricing for Products under the Sales Contract at any tme or tmes if cost of materials forthe Seller with respect to such Products increases ten percent (10%) or more prior to the delivery of such Products for reasonsbeyond Seller’s reasonable control.c. Upon the terminaton of this Sales Contract, and subject to Buyer’s payment of all outstanding fees and other amounts owingand compliance with the terms of this Sales Contract, each party shall promptly return to the other party all documents andtangible materials which include the other party’s confidental informaton and permanently erase any of such confidentalinformaton from its computer systems.6.Purchase Price and Delivery: The price of Products is set forth in the Sales Contract. Unless otherwise provided in the SalesContract, Buyer shall pay the purchase price for Products within thirty (30) calendar days from the date of Seller’s shipment of suchProducts. Seller may, in its sole discreton, determine at any tme that Buyer’s financial conditon requires payment in advance, and,if such requirement is not met, may cancel the order or any part thereof and receive reasonable cancellaton charges. Terms areFOB-Shipping Point (the Seller’s place of business). Buyer shall pay all shipping costs and bear the risk of loss of any shipment oncesuch shipment leaves the Seller’s place of business, provided however that ttle to any software incorporated within or forming part of the Products shall remain with the Seller or the licensor(s) thereof, as the case may be. If Buyer fails to pay any payment duehereunder when due, Supplier may recover, in addition to the payment, interest thereon at the rate of 1.5% per month wherelawful, otherwise the maximum lawful monthly interest rate, and reasonable collecton expenses, including legal fees. 7.Sales or Use Taxes: The price for any Product as reflected on the Sales Contract does not include any applicable tax or othergovernmental charges upon the sale, shipment or use of such Product including, without limitaton, any sales, use, excise, privilege or similar taxes. To the extent that Seller is required to pay or collect such tax or other charges from the Buyer, Buyer shall pay suchtax or other charge to Seller along with the purchase price unless Buyer furnishes any applicable exempton certficates to Sellerthat are in form and substance acceptable to Seller and the appropriate taxing authority.8.Time of Delivery: Buyer acknowledges that any shipment schedules provided by the Seller are approximate and are based onconditons at tme of the Seller’s acceptance of this Sales Contract. Seller shall atempt to effect delivery of Products by the datespecified for the delivery of such Products in the Sales Contract, but Seller shall not be responsible or liable for delays in or failure tomake deliveries as a result of any cause beyond Seller’s reasonable control. In such cases, Seller reserves the right to terminate theorder or to reschedule the delivery within a reasonable tme. In no event shall Seller be liable for incidental or consequentaldamages resultng from failure to meet any requested delivery schedules.9.Warranty: Except as otherwise provided in the Sales Contract, Seller notes that product warranty will be noted by the Supplier(s).Buyer shall promptly notfy Seller in writng of any malfuncton in the Products, which notficaton shall describe the malfuncton insufficient detail to permit Seller to isolate the malfuncton. Upon Seller’s receipt of writen notficaton from Buyer, Seller willprovide Buyer with instructons on returning the Product under a warranty claim. Upon receipt of any Product returned by Buyer,Seller (or Supplier) shall test the Product in order to isolate any malfunctons in the Product. The Products purchased by Buyer arenot manufactured by Seller and are additonally subject to the terms and conditons of the Supplier or manufacturer of suchProduct. Other than the warranty contained herein, Seller expressly disclaims all other warrantes related to the Products, includingbut not limited to the delivery, merchantability, fitness for use, or any other implied warranty which may be imposed upon theProducts. 10. Software.a. Supplier and its licensors and suppliers shall at all tmes have and retain ttle and full ownership of all software, firmwareprogramming routnes, and documentaton thereof supplied by Supplier for use with equipment, and of all copies thereofmade by Buyer (collectvely “software”). If software is owned by a third party and a license from such third party is beingprovided to Buyer, then (i) the scope of the rights and enttlements granted to the Buyer shall be determined in accordancewith the third party’s license terms, which Supplier will include in the delivery and which Supplier will send in advance uponrequest by Buyer and (ii) Supplier will provide suitable advance notce to the Buyer in the event that software from thirdpartes will be included in the delivery (e.g., by naming the third party manufacturer in the order documentaton). Theforegoing applies specifically to software such as operatng systems and comparable components of the delivered systems.b. For all other software delivered to Buyer by Supplier for installaton and use by Buyer on computers (i.e., software notembedded in equipment), Supplier grants Buyer a nonexclusive and non-transferable license to use such software solely foruse in conjuncton with the equipment and solely on a single computer system for each copy (other than update orreplacement copies) delivered to Buyer, unless Supplier expressly provides otherwise. Buyer shall not transfer or otherwiseprovide such software to any third party except to transfer such software with the applicable equipment to a third party, inwhich case the software must be completely deleted from the Buyer’s system and the media on which it was delivered,including all documentaton related thereto, must be transferred to the purchaser of the equipment, such that the Buyer doesnot keep a copy of the software and that the Buyer no longer uses the software. Buyer shall not, and shall not permit any thirdparty, to: (a) modify or create any derivatve work of any part of the softwaree (b) rent, lease, or loan the softwaree (c) permitany third partes to use the softwaree (d) dissemble, decompile or reverse engineer the software or otherwise atempt to gainaccess to the source code of the softwaree (e) sell, license, sublicense, publish, display, distribute, assign or otherwise transferto a third party the software, any copy thereof, or any rights thereto, in whole or in part, except to the extent expresslypermited hereine (f) copy the software except for installing and loading the software into computer memory for the purposeof executng the program and except to make a reasonable number of copies solely for back-up and testng purposese and/or(g) use the software in a service bureau or software as a service capacity.11. Limitation of Liability: In no event shall Seller be liable to Buyer or any other party for any indirect, incidental, consequental,special or punitve damages of any kind or nature arising out of relatng to this Sales Contract or connected with or resultng fromthe manufacture, sale, delivery, resales, repair, replacement, or use of any Product, whether such liability is based in contract, tort,negligence, strict liability or otherwise, even if such party had been warned of the possibility of any such damages.12. Indemnity. Buyer shall indemnify, defend and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and theirrespectve officers, directors, shareholders and employees, from and against any and all damages, liabilites, actons, causes ofacton, suits, claims, demands, losses, costs and expenses (collectvely “Losses”) to the extent arising from or in connecton with (1)the negligence or willful misconduct of Buyer, its agents, employees, representatves or contractorse (2) use of a Product incombinaton with equipment or software not supplied by Seller where the Product itself would not be infringinge (3) Seller’scompliance with designs, specificatons or instructons supplied to Seller by Buyere (4) use of a Product in an applicaton orenvironment for which it was not designede (5) modificatons of a Product by anyone other than the manufacturer without suchmanufacturer’s prior writen approval or (6) any breach of this Sales Contract.
Return Policy: Products that consist of non-standard catalog parts or custom part orders are accepted by Buyer on a non-cancellable/non-returnable policy, except with respect to any warranty claim by Buyer. Subject to Secton 14 below, the Seller (in itssole discreton) reserves the right to approve in writng a return of any standard catalog items within thirty (30) calendar days ofBuyer’s receipt of shipment, provided that (a) Buyer shall pay all shipping costs and shall pay Seller a restocking fee, which amountshall be paid to Seller immediately upon Seller’s approval of such return except to the extent that the Seller, at their opton, electsto offset such amount against the purchase price previously paid to Seller by Buyer for such Product, and (b) the Product has notbeen installed and is returned by Buyer in a like-new resalable conditon as determined by Seller in its sole discreton.14. Return Authorization: A Return Authorizaton (RMA) executed by Seller, in its sole discreton, is required for all customer returnsof any Product under the Sales Contract. Prior to the return of any Product, Buyer shall provide Seller with the followinginformaton with respect to such Product: (a) part number, (b) serial number, (c) a technical descripton of the defect to include testdata or writen observatons of the failure, as well as specific correctve acton required, and (d) sales order or purchase numberfrom the inital purchase transacton.15. Export. Regardless of any disclosure made by Buyer to Seller of the ultmate destnaton of Seller products, Buyer shall not exporteither directly or indirectly any Seller product, or any system incorporatng said product either in contraventon of statute orregulaton or without first obtaining all required licenses and permits from Global Affairs Canada and any other relevant agencies ordepartments of the Government of Canada (or, if being exported from a country other than Canada, in compliance with theapplicable laws of such country). Buyer shall cooperate fully with Seller in any official or unofficial audit or inspecton related toapplicable export or import control laws or regulatons, and shall indemnify and hold Buyer harmless from any Losses, or inconnecton with, any violaton of this Secton by Buyer or its employees, consultants, agents, or customers.16. Relationship of Buyer and Seller. The Seller is an independent contractor of Buyer. tothing contained in this Sales Contract shall beconstrued as creatng any agency, partnership, employment or fiduciary relatonship. teither party shall have authority to bind theother party in any manner whatsoever.17. Solicitation of Seller’s staff. Buyer agrees that it will not, without the prior writen consent of Buyer, solicit, recruit, hire orotherwise employ or retain any employee of Buyer or its affiliates or subsidiaries during the term of this Sales Contract.18. Force Majeure. teither Buyer or Seller shall be liable to the other for any delay or failure in performing its obligatons under theSales Contract or to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonablecontrol of that party, without such party’s fault or negligence, and which by its nature could not have been foreseen by such party(“Force Majeure Event”). Force Majeure Events include, without limitaton, acts of God or the public enemy, governmentrestrictons, floods, fire, earthquakes, explosion, epidemic, war, invasion, terrorist acts, riots, strike, or embargoes.19. Severability. In the event that any one or more provisions contained herein shall be held by a court of competent jurisdicton to beinvalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained hereinshall remain in full force and effect, unless the revision materially changes the bargain.20. Applicable Law; Venue: THIS SALES COtTRACT SHALL BE GOVERtED BY AtD COtSTRUED It ACCORDAtCE WITH THE LAWS OFTHE PROVItCE OF OtTARIO AtD FEDERAL LAWS OF CAtADA APPLICABLE THEREIt, WITHOUT GIVItG EFFECT TO AtY CHOICE OFLAW OR COtFLICT OF LAW PROVISIOt OR RULE (WHETHER OF THE PROVItCE OF OtTARIO OR AtY OTHER JURISDICTIOt) THATWOULD CAUSE THE APPLICATIOt OF THE LAWS OF AtY JURISDICTIOt OTHER THAt THE PROVItCE OF OtTARIO. AtY ACTIOtBROUGHT TO EtFORCE THIS SALES COtTRACT OR BASED Ot AtY MATTER ARISItG OUT OF THIS SALES COtTRACT SHALL BECOMMEtCED AtD MAItTAItED OtLY It FEDERAL OR PROVItCIAL COURT It THE GREATER TOROtTO REGIOt, PROVItCE OFOtTARIO, CAtADA. THE APPLICATIOt TO THIS AGREEMEtT OF THE U.t. COtVEtTIOt Ot COtTRACTS FOR THE ItTERtATIOtALSALE OF GOODS IS HEREBY EXPRESSLY EXCLUDED. 21. No Waiver. Seller’s failure to enforce, or Seller’s waiver of a breach of, any provision contained herein shall not consttute a waiverof any other breach or of such provision.