1. ACCEPTANCE, GOVERNING PROVISIONS AND CANCELLATION. No orders for equipment, machinery, parts, or other products (collectively “Products") or Services shall be binding upon PTS Production Test Systems until accepted in writing by an authorized official of Seller at its home office in Unit 1, Manor Commercial Centre, Commercial Road, Reading, Berkshire, RG2 0QJ, and in all events any sale by Seller to Buyer is expressly conditioned upon Buyer’s acceptance of the terms and conditions set forth herein. They supersede and reject any conflicting terms and conditions of Buyer, any statement therein to the contrary notwithstanding. Exceptions to or modifications of any of Seller’s terms and conditions, at any time, must be contained in a written or typed (not printed) statement from Buyer. Seller shall not be deemed to have waived any of its terms and conditions or to have assented to any exception to or modification of such terms and conditions unless such waiver or assent is in writing and signed by Seller’s authorized officer. No order accepted by Seller may be canceled or altered by the Purchaser except upon terms and conditions acceptable to Seller. No representation of any kind is made by Seller except as set forth herein. The Agreement formed upon these terms conclusively supersedes all prior writings and negotiations with respect to the Products or Services to be furnished hereunder and Seller shall furnish only the quantities and Products or Services specifically listed on the face hereof or the pages attached hereto; Seller assumes no responsibility for furnishing other equipment or material shown in any plans or specifications for a project to which the Products or Services ordered herein pertain. Seller’s published or quoted prices, terms and conditions are subject to change without notice. All quotations are subject to correction for clerical errors.

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2. PRICES. Unless otherwise noted in the quotation, published or quoted prices are net F.O.B. Seller’s factories (location of factory determined by Products ordered). Unless otherwise noted in the quotation, service time of factory-trained service personnel is not included and may be charged extra.

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3. DELIVERY AND DELAY. Delivery of Products to a carrier at Seller's plant or other loading point shall constitute delivery to Purchaser and any further cost and responsibility thereafter, for claims, delivery, loss or damage, including placement and storage at installation site, shall be borne by Purchaser. Seller reserves the right to make delivery in installments, and all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries. Claims for shortages or other errors in delivery must be made in writing to Seller within ten (10) days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser. On all shipments F.O.B. Seller’s plant, delivery of Product to initial carrier will constitute delivery to Purchaser and all Products will be shipped at Purchaser’s risk. For all Products legal title to the goods shall pass at the Seller’s shipping point, with all risk of loss and damage to Products and liability for shipment transferring F.O.B. Seller’s shipping point. A claim for loss or damage in transit must be entered with the carrier and prosecuted by the Purchaser. All supervision and labor for Services provided by Seller shall be on the basis of eight (8) hours per day, Monday through Friday, inclusive. If it is mutually agreed that other working periods are required, Purchaser shall pay the additional charges, allowances and any other costs resulting there from.

Dates for the furnishing of Services or delivery, shipment and installation of Products are estimated dates only, and are figured from the date of receipt of complete technical data and approved drawings as such may be necessary. In estimating such dates, no allowance has been made, nor shall Seller be liable directly or indirectly for any of the following delays whether they affect Seller or any of its suppliers or subcontractors: delays of carriers or delays from labor difficulties, shortages, strikes or stoppages of any sort, fires, accidents, failure or delay in obtaining materials or manufacturing facilities, acts of government affecting Seller directly or indirectly, bad weather, any causes beyond Seller’s reasonable control, or any causes designated Acts of God or force majeure by any court of law. In the event such delays arise, Seller shall be granted a reasonable time to resume performance and the estimated delivery date shall be extended accordingly. Seller shall not be liable for any damages or penalties whatsoever, whether direct, indirect, special or consequential, resulting from its failure to perform or delay in performing, whether or not such failure or delay is attributable to the causes specified in this section 3. If shipping or progress of the work is delayed or interrupted by the Purchaser, directly or indirectly, the Purchaser shall pay Seller for all additional charges resulting there from.

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4. SUBSTITUTES, CHANGES AND IMPROVEMENTS. Seller may, at its option, furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority or unavailability of materials from suppliers. Details of design and construction as stated in the quotation may be only approximate and are therefore subject to revision by Seller. If any changes in the layout or arrangement for Product are desired or required by conditions of which Seller was unaware or which were unforeseen at the time the quotation was submitted, the price is subject to revision.

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5. STORAGE. If the Products are not shipped within five (5) days after notification has been made to the Purchaser that they are ready for shipping, for any reason beyond Seller's reasonable control, including without limitation the Purchaser's failure to give shipping instructions, Seller may store the Products at the Purchaser's risk and expense in a warehouse or upon Seller's premises, and the Purchaser shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices for such charges.

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6. INSURANCE. Prior to full payment of the purchase price, Purchaser shall keep insured, Products shipped to Purchaser by Seller under policies naming Seller as coinsured party with such provisions, for such amounts and with such insurers as shall be satisfactory to Seller and, upon Seller’s request, Purchaser shall furnish evidence of such insurance satisfactory to Seller.

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7. INSTALLATION. When specified in Seller’s quotation, the Services of a competent service technician to supervise the starting and/or installation or erection of the equipment and to instruct the Purchaser's representative in its operation are included. These Services will be supplied for the specified number of days. If such Services are required for a period in excess of that time, the Purchaser will pay for such additional Services at the specified rate per day plus additional living expenses and travel expenses as may be incurred by reason of the extension of the period of service. Supervision of installation shall run concurrently with dry-out time, start up time and instruction of the Purchaser's personnel. When installation, assembly or erection is specified in the quotation, Purchaser shall deliver all of Seller's material to erection site, obtain all necessary licenses and permits and pay all inspection fees. Also Purchaser shall provide, at its expense, the following: erection site; all building modifications, pits, covers, grates, stairs, ladders, rails, foundations, floor reinforcements and bolts, footings, shims, grouting; cleared floor space maintained free of water, debris and obstructions on ground and overhead; safe and convenient storage area adjacent to the installation site for Seller's equipment and material; crane with operator, and all electric current, compressed air, fuel, clean water, drains, sewers, ventilation, hoods, stacks, terminal circuit breakers, cut-off valves, etc. as required for erection or installation, and operation at the site of erection. Purchaser shall also supply oil for quench tanks and hydraulic systems, salt for salt baths and quench tanks, fuses for all electrical components, and replaceable filters and gas, where required. The current, and kind of electricity, and the pressure and quality of fuel, air, water, etc. shall be maintained within the specifications set forth in the quotation. If work is required in freezing or severe weather, Purchaser will furnish heat and covering as required by Seller for suitable installation progress. Seller may delay such installation or erection until work conditions at installation site have been prepared so as to permit work to proceed without interruption due to elements or other causes. Surplus materials supplied by Seller remain Seller's property and will be disposed of by it. Seller will not be responsible for work done or material furnished by the Purchaser for Seller's benefit without written orders signed by authorized representatives of both parties at agreed-upon total rates. Back charges will not be recognized without Seller's prior written acceptance of such charges and approval of amounts.

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8. PAYMENT. Payment dependent on dollar value of the contract shall be due, subject to credit approval, as follows:

A. Standard Units = Net 30 days after shipment, with approved credit.

B. Custom Units = 25% advance payment due with order

25% upon delivery of approval drawings

25% with completion of material fabrication

15% at the time of shipment

10% due net 30 days following shipment.

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All orders for Products or Services to be shipped to any destination outside the UK, Ireland and Scandinavia, shall be paid either in cash in advance or by a clean, irrevocable letter of credit confirmed to Seller to a UK Bank acceptable to Seller. All banking charges shall be paid by Purchaser.

A service charge of 1.5% per month (18% per annum) or the maximum permitted by law, whichever is less, shall be added to past due balances. If at any time the financial condition of the Purchaser does not justify the terms of payment specified, Seller may demand full or partial payment and other assurances in advance before proceeding with the work, or at its option without prejudice to other remedies, Seller may defer delivery or cancel this contract. If delivery is deferred, the Products may be stored as provided in Paragraph 5 above and Seller may submit a new estimate and cost for

completion based upon prevailing conditions.

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9. TEST AND USE OF EQUIPMENT. If the quotation sets forth performance specifications of any kind, testing to prove compliance shall be based on specifications approved by Seller that indicate the procedure to be followed, the responsibility of each party, and the place at which the test will be performed. If tests are performed in the Purchaser's plant, Purchaser shall assume all responsibility for fire or explosion or damage of any kind in the starting, testing, and subsequent operation of the equipment. When such tests have been successfully completed, Seller shall have no further liability or obligation under the contract except under Paragraph 13 (Warranty) and Paragraph 16 (Patents) hereof. Any use or operation of the equipment by the Purchaser shall constitute acceptance thereof and payment in full shall be required.

 

10. TAXES AND OTHER CHARGES. Any manufacturer's tax, retailer's occupational tax, use tax, excise tax, duty, custom inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and the Purchaser shall be paid by the Purchaser in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, the Purchaser shall reimburse Seller there for or, in lieu of such payment, the Purchaser shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing same.

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11. Products are not required to conform to any standards, except CE, unless the same are set forth in the quotation. Where conformance is part of the installation, Seller will furnish any required equipment or appurtenances, beyond those specifically indicated in the quotation only when mutually agreed upon in a written agreement signed by Seller.

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12. RETURN OF MATERIAL. Equipment must not be returned without obtaining return material authorization and shipping instructions from Seller. Any material returned shall be subject to restocking and reconditioning charges and must be returned with all shipping charges prepaid by Purchaser.

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13. LIMITED WARRANTY. Seller warrants that equipment and parts manufactured by it and supplied hereunder to be free from defects in materials and workmanship for a period of One Year after shipment (or installation, if by Seller), unless an extended warranty for specific equipment and parts is expressly stated in Seller’s quotation or in an authorized warranty policy document issued to Purchaser by Seller for specific equipment or parts. Seller warrants, for a period of ninety (90) days from the date of service performance, that any Service performed for the Purchaser hereunder to be free from defects in workmanship. If within such period any such equipment, parts or Services shall be proved to Seller's satisfaction to be defective, such equipment or parts shall be repaired or replaced at Seller's option, and defective Services shall be corrected. All removal and installation of equipment or parts shall be at Purchaser's expense. Seller's obligation regarding equipment or parts hereunder shall be limited to such repair and replacement, F.O.B. its factory, and shall be conditioned upon Seller receiving written notice of any alleged defect within ten (10) days after its discovery and at Seller's option, return of such equipment or parts prepaid to its factory, and shall not be enforceable until Purchaser has paid Seller in full for all Products and Services. Seller may in its sole discretion elect to perform warranty work at the site of the equipment or parts, and if so elected, Purchaser shall provide reasonable access and facilities for Seller to perform such warranty work. This warranty shall not

apply to equipment or parts not manufactured by Seller or to equipment or parts or Services which were repaired or altered by a party other than Seller which were subject to negligence, accident, damage or circumstances beyond Seller's control, or improper operation, maintenance or storage, or to other than normal use or service or to consumable parts whose normal span of life might be shorter than the overall warranty period. With respect to equipment and parts not manufactured by Seller, the warranty obligations of Seller shall in all respects conform and be limited to the warranty extended to Seller by the supplier.

Seller's obligation and liability with respect to such warranty shall be limited to the amount received by Seller from the Purchaser on account of such specific equipment, parts, or Services. Purchaser agrees that if equipment and parts sold hereunder are resold by Purchaser, Purchaser will include in the contract for resale provisions, which limit recoveries against Seller in accordance with this contract. In case of Purchaser's failure to include in any such contract for resale the terms providing for such limitations, Purchaser shall indemnify and hold Seller harmless against any liability, loss, cost, damage, or expense (including reasonable attorney's fees) arising out of or resulting from such failure. No employee or agent of Seller is authorized to make any warranty other than that which is specifically set forth herein. The provisions in any specification, brochure or chart issued by Seller attached hereto are descriptive only and are not warranties. Seller shall in no event be liable for any direct, indirect, special or consequential damages whatsoever, whether grounded in tort (including negligence), strict liability or contract, and under no circumstances will its liability exceed the contract price for the Products or Services upon which liability is claimed. Any action for breach of contract or tort must be commenced within one year after the cause of action has accrued.

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THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES INCLUDING ALL WARRANTIES OF FITNESS OR OF MERCHANTABILITY OR OTHERWISE, EXPRESS OR IMPLIED IN FACT OR BY LAW, and state Seller’s entire and exclusive liability and Purchaser’s exclusive remedy for any claims in connection with the sale or furnishing of Services equipment, parts or Products, their design, suitability for use, installation or operations.

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14 LIMITATION OF LIABILITY. Except as specifically provided in Article 16 below, Seller shall in no event be liable for any direct, indirect, special or consequential damages whatsoever, whether grounded in tort (including negligence), strict liability or contract, and under no circumstances will Seller’s liability exceed the contract price for Products and Services upon which liability is claimed. Any action by Purchaser against Seller must be commenced within one year after the cause of action has accrued.

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15. GAS HAZARD. Certain equipment quoted herein may be of a special gaseous atmosphere type. Also, certain materials may generate explosive gas while being processed in the equipment. It is generally known that gas may be a hazard to health and/or explosive under certain conditions. Seller shall not be responsible for personnel hazard and/or explosion damage when gas is used or present.

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16. PATENTS, COPYRIGHTS AND MASK WORKS.

A. If Purchaser receives a claim that any product or part thereof manufactured by Seller infringes a  Patent, Copyright or Mask Work, Purchaser shall promptly notify Seller in writing and give Seller information, assistance and exclusive authority to evaluate, defend, and settle such claim. Seller shall then at its own expense and option (1) settle such claim; (2) procure for Purchaser the right to use such Product; (3) replace or modify it to avoid infringement; (4) remove it and refund the purchase price, less accrued depreciation; or (5) defend against such claim. Provided such timely notice, information, assistance and authority has been given by Purchaser to Seller, should any court of competent jurisdiction hold such product to constitute infringement, Seller shall pay any costs and damages finally awarded on account of such infringement and, if the use of such Product is enjoined, Seller shall take at its option one or more of the actions under (2), (3), or (4) above. With respect to any product not manufactured by Seller, the patent indemnity, if any, given by the manufacturer thereof shall apply in place of the foregoing indemnity.

B. The foregoing indemnity shall not apply to any claim that arises out of Seller's compliance with the specification or design of Purchaser and it shall not apply to any claim of infringement resulting from the use of Product in combination with other equipment and materials not furnished by Seller. Purchaser shall hold Seller harmless and indemnified against all claims described in this paragraph B. The sale of Products hereunder does not carry with it any license to use such Products in combination with other Products not purchased from Seller and which combination is the subject of any patent owned or controlled by Seller.

C. The rights and obligations of the parties with respect to Patents, Copyrights and Mask Works are solely and exclusively as stated herein.

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17. DRAWINGS, ETC. All specifications, drawings, design, data, information, ideas, methods, patterns and/or inventions, made, conceived, developed, or acquired by Seller incident to procuring and/or carrying out its contract will vest in and inure to Seller's sole benefit. Purchaser agrees to hold in confidence and not to give, loan, disclose, exhibit or sell to any other party or interest, outside of its own company, any drawing, photograph, specification or other technical information furnished by Seller or any reproduction thereof. Such charges as may be made for patterns, etc., cover use only. All such equipment shall remain the property of and in Seller's possession. Drawings are not subject to Purchaser’s prior approval. Purchaser agrees to hold in confidence and not to give, loan, disclose, exhibit or sell to any other party or interest, outside of its own company, any drawing, photograph, or specification furnished by Seller or reproduction thereof. Such charges as may be made by Seller for patterns, etc., cover use only. All such equipment shall remain the property of and in Seller’s possession.

Tracings and reproducible drawings are not provided by Seller, unless expressly stated in the quotation. Seller may take photographs of its installed equipment for record purpose but agrees not to use them for sales or advertising without the written consent of the Purchaser.

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18. APPLICABLE LAW. The rights and duties of the parties to any contract resulting here from shall be governed by the laws of England, without reference to principles of conflicts of law and excluding any application of the United Nations Convention on Contracts for the International Sale of Products.

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19. ASSIGNMENT. Purchaser's rights and obligations hereunder may not be assigned without Seller’s prior written consent.

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20. NON-WAIVER. Seller’s failure at any time to require strict performance by Purchaser of any of the provisions herein shall not waive or diminish its right thereafter to demand strict compliance therewith or with any other provision. Waiver of any default shall not waive any other default.