General terms and conditions

The terms and conditions set forth herein constitute the entire agreement between Seller and Buyer. Any attempt to alter or omit any of such terms shall be deemed a

rejection and counter-offer. Seller shall not be bound by any terms and conditions in Buyer’s order which add to, modify, conflict with or contradict any of the terms or

conditions set forth herein. All purchase orders are subject to credit approval.

The terms of this Agreement shall control over any trade usage or prior course of dealing.

Prices are exclusive of all federal, state, municipal, or other government excise, sales, use, occupational or like taxes or duties. Any such tax, fee, or charge of any

nature whatsoever shall be paid by the Buyer. The Seller reserves the right to amend prices without prior notice at any time prior to its written acceptance of the

purchase order.

Unless otherwise specified on the face hereof, terms are thirty (30) days net from date of invoice for approved accounts. Other accounts require cash with order.

Accounts past due will be subject to a monthly charge at the rate of one (1%) percent per month (an annual rate of twelve (12%) percent), to cover the cost of servicing

these accounts. Timeliness of payment is of the essence.

Discount terms for early payment are available.

Delivery of Products direct from country of manufacture (Switzerland/Germany) to USA shall be DDP named airport, or other frontier location at Seller’s

discretion, all import requirements met by Seller. Date and place of delivery shall be the date when the products are placed at the disposal of Buyer at

the designated frontier delivery location. Delivery of Products direct from country of manufacture, (Switzerland/Germany) to a foreign country, other than

the USA, shall be FCA site of shipment or FCA such other location in (Switzerland/Germany) as may be designated by Buyer, all export requirements

met by Seller. Date and place of delivery shall be the date when the Products are placed at the disposal of Buyer at the FCA shipping location.

FCA delivery, as specified above, require Buyer to obtain, at its own risk and expense, any import license or other import authorization, carry out all

customs formalities for importation, contract at its own expense for transportation of Products from the named place of Delivery, and bear all risks of loss

or damage to the Products. Delivery of Products shipped from Seller’s warehouse in Massachusetts, USA shall be FCA Seller’s warehouse. Date and

place of delivery shall be the date when the products are placed at the disposal of Buyer at Seller’s warehouse in Massachusetts after which Buyer shall

be responsible for any shipping formalities, contract at its own expense for transportation of products from the named place of Delivery and bear all risks

of loss or damage to the products. In the absence of specific shipping instructions, Seller will ship by the method it deems most advantageous. Buyer

will pay transportation charges at the time of payment unless otherwise instructed by Seller. Buyer is obligated to obtain insurance against damage to

the products being shipped. Unless otherwise specified, the products shall be shipped in standard commercial packaging. When special or export

packaging is requested or, in the opinion of Seller, required under the circumstances, the cost of same, if not set forth on the invoice, will be separately

invoiced or payable in advance at the election of Seller.

Prices are based on Seller receiving a firm scheduled order for the entire quantity ordered with deliveries specified over a maximum period of one year

from date of order acceptance by Seller (“acceptance date”) unless otherwise agreed in writing. Order may be pulled in based on manufacturing

capacity and capabilities. Order may be pushed, out with proper notice, to a date not to extend beyond one year from the acceptance date unless

written changes and/or extensions are agreed in writing in advance. If the total quantity ordered is not shipped within 12 months from acceptance date,

Sellers reserve the right to adjust pricing. The acceptance date occurs when Buyer’s order is accepted by Seller and all relevant documents are signed

and received by both parties. Orders may be cancelled only upon written approval by Seller and any such cancellation may be subject to a cancellation

charge to cover finished goods, work in process or raw materials.

Until the full purchase price hereunder is received, Seller shall retain a security interest in the Products delivered and the right to immediate possession thereof and of all

documents relating to the same in the event of Buyer’s failure to fulfill its contractual obligations hereunder, upon giving Buyer at least ten (10) days prior written

notice of such failure and its intent to repossess such Products. Buyer shall take any action, including the execution of further instruments, which may be reasonably

required by Schneeberger to perfect said security interest.

Seller shall also have the right, for credit reasons or because of Buyer’s default, to withhold shipments and to recall goods in transit and retake same, without the

necessity of any other proceedings, and Buyer acknowledges that all the goods so recalled or retaken shall become the absolute property of Seller, provided that Buyer

is given full credit therefor. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to Seller because of any default of

Buyer under any applicable law.

Seller reserves the right, without prior approval from or notice to the Buyer to make changes to the Products which do not adversely affect physical or functional

interchangeability or performance at a higher level of assembly of products when required for purposes of safety, or to improve performance.

(a) Seller warrants that the Products sold will be free from defects in material and workmanship for a period of six (6) months from date of delivery unless otherwise

specified on the face of this document. This warranty is limited by the paragraphs below.

(b) If Buyer discovers a defect in any of the Products covered by this Agreement, Buyer’s exclusive remedy shall be to notify Seller immediately of such defect, and

Seller, at its option, will repair or replace the Products, or refund the purchase price. Said notice shall be in writing and shall contain pertinent information to permit

Seller to identify the Product which is claimed to be defective, including without limitation, the product type and serial number and a full description of the

circumstances giving rise to the claim. Failure to properly notify Seller within the warranty period of such defects or Buyer’s undertaking or authorizing others to

undertake remedial action without Seller’s express approval in writing shall invalidate Seller’s warranty obligations.

Upon timely receipt of proper notice, Seller shall inform Buyer of the remedial action which it intends to take, and if return of the Product is elected by Seller, Seller

will provide Buyer with a Return Authorization Number. Buyer must comply with Seller’s shipment instructions (see paragraph (c) below) and ship the defective

Products immediately.

Seller reserves the right to reject any warranty claim not properly reported and any warranty claim on any item that has been the subject of abuse, misuse, neglect,

improper installation or repair, alteration, modification, accident, improper return handling, use in or with equipment not suitable for such use, unusual physical,

electrical or electro-magnetic stress, failure of electric power, external causes affecting the Product, or other factors which are not covered by the warranty.

(c) Buyer must pay freight costs to Seller for returned Products. Buyer’s packaging list must show the Return Authorization Number, invoice number and date and list

of all returned goods. Seller will pay return freight to Buyer and reimburse Buyer for its reasonable return freight costs for Products which are subject to warranty

adjustment. There is no other charge for warranty adjustment during the warranty period. When Buyer returns any Product, Buyer shall be responsible for all damage

resulting from improper packing or handling and for loss in transit notwithstanding any defect or nonconformity in the Product. If it is found that a warranty adjustment

is not available for any defect claimed by Buyer, for any reason, Buyer will be notified and the Product will be returned at Buyer’s expense.

Seller shall not be liable for any loss, damage or penalty resulting from delay in delivery or performance when such delay is due to causes beyond the reasonable control

of Seller, including, but not limited to, supplier delay, acts of God, civil or military authority, labor unrest, fire, riots, wars, embargos, unusually severe weather,

shortage of power, explosion, or earthquake.

THIS WARRANTY IS THE ONLY WARRANTY BY Seller WITH RESPECT TO THE PRODUCTS DELIVERED HEREUNDER AND MAY BE MODIFIED OR

AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED OFFICER OF Seller. EXCEPT AS HEREINABOVE PROVIDED,

Seller MAKES NO WARRANTIES, WHETHER EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTIES SET FORTH IN SECTION 7 ABOVE EXTEND ONLY TO Buyer.

SELLER"S LIABILITY FOR BREACH OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DELAY IN DELIVERY OR PERFORMANCE,

SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE GOODS OR REFUND OF THE PURCHASE PRICE. IN NO EVENT SHALL Seller BE

LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS BY THE Buyer OR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES,

HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE.

Orders and sales may be cancelled only upon Seller’s written approval in which event Buyer shall pay reasonable cancellation charges.

Buyer shall not assign this contract or any interest therein or rights thereunder without the prior written consent of Seller.

This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made, accepted and performed wholly

within the Commonwealth of Massachusetts, without application of principles of conflicts of laws. Both parties irrevocably consent to jurisdiction and to the service of

process, pleadings and notices in connection with any and all actions and processes initiated in any court situated in the Commonwealth of Massachusetts and Buyer

expressly agrees that any action by Buyer against Seller arising out of this Agreement shall be brought in such courts.

This Agreement constitutes the complete understanding between the parties, superseding all prior representations and agreements. If any provision of this Agreement is

adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of the Agreement.

If Buyer becomes bankrupt or insolvent or enters into an arrangement or assignment for the benefit of creditors, or commences to be wound up or suffers a receiver,

trustee or custodian to be appointed over any of the property of the Buyer, then Seller may by written notice, cancel Buyer’s order without judicial intervention or

declaration of default of Buyer and without prejudice to any right or remedy which shall have accrued or shall accrue thereafter to Seller.

In the event the Products, or any system incorporating a Product or Products, are to be shipped outside of the United States, then Buyer shall be exclusively responsible

for obtaining all export and import licenses and permits necessary for export from the United States and import into Buyer’s or ultimate user’s country.

Waiver of any provision of this Agreement, in whole or in part, in any one instance, shall not constitute a waiver of any other provision in the same instance, nor any

waiver of the same provision in another instance, but each provision shall continue in full force and effect with respect to any then-existing or subsequent breach.