General Sales Terms and Conditions

1. ENTIRE AGREEMENT

Any order for goods placed with Lapp USA, Inc. or any of its subsidiaries or affiliates (“Seller”), regardless of how placed, is subject to these terms and conditions. Seller’s acceptance of buyer’s (“Buyer”) order is expressly conditioned upon Buyer’s agreement to and acceptance of the terms and conditions of sale contained herein together with any special terms set forth on the face hereof by Seller.

The terms and conditions of sale contained herein supersede all prior purchase orders, agreements, discussions, negotiations, proposals, or communications between the parties and constitute the entire ﬁnal contract between the parties which may not be varied except by express written modiﬁcation signed by Seller’s duly authorized representative.

Seller shall not be bound by any terms and conditions contained in Buyer’s forms which in any way alter the terms and conditions imposed in Seller’s forms. The receipt of these terms and conditions of sale by Buyer is notice to Buyer of objection by Seller to all other terms, warranties or conditions contained in Buyer’s forms.

Neither the failure by Seller to object to the purchase order or any other communication from Buyer, nor any research on, or development, manufacture, shipment or otherwise of, goods and/or services by Seller shall be deemed a waiver of the provisions hereof or an approval of any terms, warranties or conditions which are additional to, different from, or conﬂicting with the terms, warranties and conditions contained in these terms and conditions of sale.

The Seller’s terms and conditions of sale included herein or stated on any of Seller’s forms or packages shall govern and control, regardless of whether Buyer’s purchase order or any other forms precede or succeed this document and regardless of whether the Buyer’s forms indicate that the terms and conditions therein contained are controlling and cannot be varied. Seller speciﬁcally rejects and Buyer disclaims any printed provisions in Buyer’s printed purchase orders including associated forms and/or documents.

If Buyer objects to any of the terms or conditions hereof, such objection must be made in writing and received by Seller within ten (10) calendar days after placing a purchase order. Failure to so object shall be conclusively deemed to be acceptance of the terms and conditions hereof. Seller’s failure to object to any term or condition in any oral or written communication from Buyer, whether delivered before or after the date hereof, shall not constitute an acceptance thereof or a waiver of any term or condition hereof.

2. OFFER, CONTRACT CONCLUSION, WRITTEN FORM

Quotes from Seller are not binding.

After Buyer has placed the order, the contract shall enter into force with Seller’s written order confirmation, which is also legally valid when issued in machine-written format, without signatures or names, or by Seller’s delivery. Disclosures made prior to the order as part of the order processing, in particular regarding performance, consumption or individual data, shall only be binding if confirmed by us in writing with the order confirmation or thereafter. Information in brochures and advertisements does not constitute agreements on the nature and quality of the goods or services.

Seller’s representatives have no authority to give guarantees or make agreements that deviate from these Terms and Conditions. Any such agreements require our written confirmation in order to be valid.

If unforeseeable increases in material, payroll or transport costs, taxes or levies occur between the conclusion of the contract and delivery, we shall be entitled to make an upward or downward price adjustment in accordance with these factors at our reasonable discretion if delivery is not to be made within four months of acceptance of the contract. If Seller permits changes after acceptance of the contract, Seller may adjust the prices in line with the additional costs caused by the changes.

3. CREDIT APPROVAL, INFORMATION AND ACCEPTANCE

All orders are subject to approval of Buyer’s credit and acceptance by Seller. As a condition of sale, Buyer grants Seller the right to investigate Buyer’s credit, to exchange credit information with others and to report to others about Buyer’s account and relationship with Seller and Seller is released from any liability emanating therefrom.

4. TERMS OF PAYMENT

All invoices are due upon presentment and shall be paid, without deductions or set off, in lawful money of the United States of America. Terms of payment are net payment due in 30 days of date of invoice. No discount shall be allowed on transportation or insurance charges or taxes. Buyers shall not deduct credits without a credit memo ﬁrst being issued by Seller. Seller shall have the right to retain a lien on all unshipped goods and goods recovered in transit until all Buyer’s indebtedness has been paid.

5. SECURITY INTEREST

Until the total purchase price due, or to become due, for the goods sold hereunder is paid by Buyer, Seller shall be and is hereby granted by Buyer, a purchase money security interest in such goods and all proceeds thereof. Buyer hereby appoints Seller as its attorney-in-fact to execute such ﬁnancing statements and other documents as Seller may reasonably require in order to perfect such security interest. With respect to the security interest, Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable law, which rights and remedies shall be cumulative and not exclusive.

6. FREIGHT AND RISK OF LOSS

All shipments are F.O.B. Seller’s warehouse. Seller reserves the right to route the freight. Buyer assumes all risk of loss, shortage, delay or damage in transit once the goods are delivered to the carrier. Buyer shall be responsible for all freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges and any charges for or increments thereof not set forth in the Quotation, Acknowledgment or Order or initial invoice to Buyer, shall be billed by Seller and immediately paid by Buyer. Title to the goods shall transfer to Buyer upon Seller tendering possession to the carrier. No loss or damage will relieve Buyer of any obligation hereunder, including payment for lost or damaged goods.

7. ORDER PROCESS; DELIVERY

Any special delivery instructions must be given by Buyer prior to acceptance of the quoted price so that Seller has the opportunity to readjust its price and Buyer will assume any costs attributable to a variation in the delivery instructions or place of delivery. Shipment and delivery dates indicated on Quotations and Acknowledgments of Orders are estimated and are not guaranteed unless speciﬁed. Seller shall not be liable for failure to ﬁll any order or deliver the goods or for delay in delivering the goods due to any causes whatsoever beyond the Seller’s control or in the event of the curtailment of production or delay in delivery. Seller’s obligations hereunder will be dependent upon Seller’s ability to obtain the necessary raw materials. Seller reserves the right to deliver on a prorata basis the goods which it produces for all customers for whom it may have orders and Buyer agrees to pay for such partial deliveries when invoiced. If delivery is delayed at the request of Buyer or for other reasons for which Buyer is responsible, Seller may charge the costs incurred due to storage. The quantities and weights provided for delivery shall be decisive for the charge.

8. INSTALLMENT DELIVERIES

Seller reserves the right to make deliveries in installments. All installments will be separately invoiced and must be paid as billed without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept and pay for previous and remaining installments. Seller reserves the right to refuse to make further deliveries if Buyer fails to pay for any installments when due.

9. RIGHT TO SUBCONTRACT

Seller shall have the right to purchase from other sources or to subcontract the manufacturing of the goods being sold to Buyer.

10. RIGHT TO SUBSTITUTE

Seller reserves the right to substitute materials or goods of equal or better quality and speciﬁcation than the goods ordered from Seller.

11. BUYER’S REPRESENTATION AND ASSUMPTION OF RISK

Buyer represents to Seller that it is purchasing the goods for industrial or commercial use or resale for business purposes and not for personal or consumer purposes. Buyer further represents that it is knowledgeable with respect to the type of merchandise sold by Seller and that Buyer, based solely on its own expertise, has selected the merchandise purchased from Seller and has determined that same is suitable for Buyer’s intended purposes. Buyer hereby assumes all responsibility and risk of loss and damage if the merchandise purchased from Seller fails to meet Buyer’s intended uses.

12. EXPRESS WARRANTY

Seller warrants its goods to be free from defects in material and/or workmanship under normal use and service for a period of one (1) year from the date of purchase, subject to the terms and conditions set forth below (the “Express Warranty”). Seller does not warrant its goods against any defect except as set forth above, and Seller is not responsible for, and it does not warrant against, any defect or damage caused by transportation, storage, improper installation, maintenance, internal or external hostile environment, misuse, abuse, negligence, accident, modiﬁcation, tampering, the attachment of any unauthorized accessory, alteration to the goods, or any other conditions whatsoever that do not constitute a defect in material and/or workmanship. Seller’s sole responsibility under this Express Warranty shall be, at its option, to either repair or replace any goods which fail during the warranty period, provided that Buyer has promptly reported same to Seller in writing, and complies with the provisions of this Express Warranty.

Except for the express warranty described herein, seller sepcifically disclaims and excludes any and all express and implied warranties with regard to its goods, including, but not limited to, the implied warranties of merchantability, fitness for use, and fitness a particular purpose; all implied warranties arising form trade usage, course of dealing, course of performance or any other implied warranties; and the express warranty stated herein is in lieu of all obligations or liabilities on the part of seller for damages, including but not limited to, incidental or consequential damages, arising out of or in connection with the use or performance of the goods purchased by buyer.

Neither seller nor its affiliated companies shall be liable to buyer in contract or in tort (including negligence) for damage to or loss of other property or equipment, loss of profits, revenue or good will, loss of use of equipment, facility or data, expenses involving costs of capital, cost of purchased or replacement power or temporary equipment (including additional expenses incurred in using existing facilities), claims of customers, employees or any other persons affiliated, associated or in privity with buyer, or for any special, indirect, incidental or consequential damages by reason of breach of the express warranty stated herein.

Products are not suitable for the inside of airplanes and helicopters, including drones or other direct air and space travel applications.

The remedies of buyer set forth herein are exclusive with respect to breach of the express warranty stated herein, and the total liability of seller for breach of said express warranty, and/or as a result of the manufacture, sale, delivery, installation or technical direction of installation, repair or use of any goods furnished to buyer, whether in contract or in tort (including negligence), shall not exceed the purchase price of the goods determined by seller to be defective in material and/or workmanship.

To obtain warranty inspection on any of the Seller’s goods, contact the Seller for ﬁeld service or warranty shipping instructions. All Express Warranty claims must be made to the Seller or one of its authorized agents, failure to do so shall void the Express Warranty.

13. LIMITATION OF LIABILITY

Notwithstanding any other provision herein or in any other document or communication, (a) seller’s liability and obligations with respect to any claim(s) resulting or arising from or relating to this agreement, whether in contract, strict liability, tort or otherwise, and even if buyer’s exclusive remedy fails of its essential purpose, shall in no event exceed in the aggregate the total purchase price received by seller for the goods, and (b) seller shall in no event be liable to buyer or any other person or entity, whether in contract, strict liability, tort or otherwise, for special, consequential indirect or incidental damages of any kind whatsoever, or claims of any third parties.

14. SPECIAL ORDERS

If any goods shall be manufactured and/or sold by Seller to meet Buyer’s particular speciﬁcations or requirements and is not part of Seller’s standard line offered by it to the trade generally in the usual course of Seller’s business, Buyer shall defend, protect and save harmless Seller against all suits at law or in equity and from all damages, claims and demands for actual or alleged infringement of any United States or foreign patent and shall defend any suit or actions which may be brought against Seller for any alleged infringement because of the manufacture and/or sale of the material covered thereby.

15. BUYER’S DUTY TO INSPECT AND LIMITATION ON SELLER’S RESPONSIBILITY

Buyer must examine the goods carefully and fully upon receipt and before using, cutting or reselling the same and any claim for defective or non-conforming goods must be immediately reported in detail to the Seller in writing. Buyer’s failure to give such detailed written notice to seller within 10 days of Buyer’s receipt of Seller’s special goods made to order or within 30 days of its receipt of Seller’s stock shall constitute an unqualiﬁed acceptance of the goods and a release and waiver of all claims. Seller, at its discretion, must be afforded an opportunity to inspect any non-conforming or defective goods and to cure any problems and Seller shall have the right to require Buyer to assemble and return any defective or non-conforming goods before Seller incurs any liability to Buyer. Seller’s sole liability to Buyer and Buyer’s sole recourse shall be expressly limited to Seller, at Seller’s sole options, either replacing any defective goods or reimbursing Buyer for the original price charged for said goods. In no event shall Seller’s liability exceed the original price charged for the goods.

16. CONFIDENTIAL INFORMATION

“Confidential Information” includes any information of a confidential or proprietary nature provided by Seller which is not readily available to Seller’s competitors or the public. Seller retains ownership of all Confidential Information, whether written, oral, electronic, or otherwise. Buyer shall not disclose or use any Confidential Information, in whole or in part, other than in the course of performing its obligations hereunder. Buyer shall take all reasonable steps to prevent the prohibited use of any Confidential Information. Buyer shall limit access to the Confidential Information to those employees of Buyer with a valid need to know. Notwithstanding the foregoing, Buyer shall not be required to refrain from disclosing or using any Confidential Information which has become known to Buyer if the original source of such Confidential Information was not Seller or any person or party affiliated with Seller or having a relationship of confidentiality with or an obligation of confidentiality to Seller. Upon request of Seller, Buyer shall immediately return any Confidential Information provided, including all copies made by Buyer. The purchase of any goods hereunder shall not be construed to confer upon Buyer any license under any patent or other proprietary rights of Seller, except the right to use such goods for the purposes for which they are sold.

17. OWNERSHIP OF TOOLING AND INDEMNIFICATION

Any special materials, tools, molds, dies, jigs, gauges, patterns, ﬁxtures and equipment, and any replacements thereof or charges, additions or accession thereto (hereinafter “tooling”) shall become and remain the property of Seller regardless of whether the Buyer paid for same, the charge therefor only representing a portion of the cost thereof. Buyer hereby grants to Seller a non-exclusive irrevocable license without charge or royalty to use tooling or any improvements, ideas, procedures or innovations created, conceived or arising during the manufacturing of the goods being sold to Buyer. The Buyer agrees to indemnify and save Seller harmless from all claims, judgments, decrees, damages, costs and expenses, including attorney’s fees, arising from any claim of infringement of any United States patent, registration, trademark or logo in connection with the production, use of sale of the tooling or the goods sold to Buyer or to the extent that such infringement arises from the design, speciﬁcation or instructions furnished by Buyer or undertaken at Buyer’s suggestion or request.

18. BUYER’S DEFAULT

In addition to any rights reserved to Seller under law or these terms of sale, if Buyer becomes insolvent, or if any insolvency petition is ﬁled by or against Buyer, or if an assignment for the beneﬁt of creditors is ﬁled by Buyer, or if a trustee receiver, ﬁscal agent or other court oﬃcer is appointed for Buyer, or if Buyer makes fraudulent transfers or preferential payments, or if Buyer refuses to accept conforming goods or otherwise breaches its obligations to Seller, or repudiates any agreement with Seller, or if Seller in its sole discretion deems itself insecure or feels that Buyer’s ﬁnancial condition is impaired or does not justify continuance of production or shipment on the terms agreed upon herein, Seller reserves the right to cancel the order or to refuse to continue production and/or deliveries until it receives full payment in advance or satisfactory security and guarantee that payment will be made when due.

In the event of non-payment for any delivery made, installment or otherwise, Seller may suspend future deliveries due until full payment is made, or may cancel the agreement. Notwithstanding Seller’s actions, however, Buyer shall be liable for all costs and expenses incurred by Seller due to Buyer’s default, including all cancellation charges, court costs and attorney’s fees.

19. NO WAIVER OF RIGHTS

Seller’s failure to exercise or enforce any of its rights under this agreement or under law shall not constitute a waiver of Seller’s rights.

20. NO ASSIGNMENT BY BUYER

Buyer shall not be allowed to assign its contract with Seller.

21. CORRECTION OF ERRORS

Seller shall have the right to correct any stenographic, clerical, typographical, or patent errors contained in this document or any of the documents relating to the transaction between the parties.

22. GOVERNING LAW AND JURISDICTION

The agreement between the parties shall be deemed to be made in New Jersey and shall be governed by the laws of New Jersey and speciﬁcally the Uniform Commercial Code (hereinafter “Code”) in effect in New Jersey as of the date of this document.

Whenever a term deﬁned by said Code is used in this instrument, the deﬁnitions in the Code shall control its meanings. The parties submit to the jurisdiction of the courts of New Jersey which shall be the only forum for litigating any disputes arising under an order or this agreement. In the event that any provision of this agreement shall be invalid under the laws of any jurisdiction, such invalidity shall not affect the other provisions of this agreement which shall remain in full force and effect. The United Nations Convention on Contracts for the International Sale of Goods will not, for any purpose, govern or apply to the sale of goods and services or any transactions, performance or disputes hereunder.

23. CAPTIONS

The captions to the clauses contained herein are for identiﬁcation only and shall not be construed as being a substantive part of the agreement nor as having any independent meaning.

24. FORCE MAJEURE

Seller shall not be liable for delay in performance or nonperformance of any of its obligations hereunder, in whole or in part, if such performance is rendered impracticable by the occurrence of any contingency or condition beyond the control of either Seller or Seller’s suppliers, including without limitation war, sabotage, embargo, riot, terrorism, or other civil commotion, failure or delay in transportation, act of any government or any court or administrative agency thereof (whether or not such action proves to be invalid), labor dispute (whether or not involving Seller’s employees), epidemic, pandemic, accident, fire, explosion, flood, earthquake or other casualty, shortage of labor, fuel, energy, raw materials or machinery or technical failure. If any such contingency or condition occurs, Seller may allocate production and deliveries in any reasonable manner and may include in such allocation any regular customers, whether or not then under contract, and Seller’s own requirements. If, as a result of any such contingency, Seller’s performance is delayed by more than six (6) months, the prices set forth herein shall be subject to appropriate adjustment by Seller.

25. COMPLIANCE

Buyer acknowledges that the goods provided under this Agreement are subject to U.S. and other export laws and regulations. Buyer agrees not to export, re-export, transfer, or transmit the Products, software, or technical information except in compliance with all such laws and regulations. This sale is subject to any applicable governmental approvals and, at Seller’s request, Buyer agrees to sign written assurances and other export-related documents as may be required for Seller to comply with export laws and regulations.

26. COMMUNICATIONS

If Buyer has purchased items or services from Seller, Seller is entitled to send you information regarding similar items and services from our portfolio to the email address Buyer provided when Buyer made the purchase. Buyer may object to the use of Buyer’s email address in future by sending notification of your decision to the Seller email address known to you or by clicking on the unsubscribe link in our emails. No costs shall be incurred for this other than your standard transmission rates.

27. DELIVERY; USE OF SOFTWARE

Upon delivery of software, Buyer shall be granted a non-exclusive and non-transferable right to use the software and the associated documentation for the operation of the goods for which the software is delivered. Apart from a backup copy, Buyer may not make any copies. Copyright notices, serial numbers and other features serving to identify the software must not be removed or changed. All rights in technical data and software owned or licensed by Seller are hereby reserved.

Buyer is obliged to prevent unauthorized access to software and documentation by third parties by taking suitable precautions. It shall keep the delivered original data carriers as well as the backup copies in a place secured against unauthorized access by third parties. Buyer shall ensure that its employees and representatives comply with this delivery condition as well as all copyright provisions. Buyer shall be responsible for any breach hereof by an employee or other representative of Buyer.