Terms & Conditions of Sale

1: Acceptance

Seller’s commencement of work on the goods subject to the provisions of this Acceptance or shipment of such goods, whichever occurs first, shall be deemed the only effective mode of acceptance of Buyer’s Purchase Order and the terms and conditions stated herein constitute the Contract between Seller and Buyer for said goods. Any acceptance of Buyer’s Purchase Order is limited to acceptance of the express terms contained on the face and back of this Acceptance. Any proposal for additional or different terms and conditions or any attempt by Buyer to vary in any degree any of the terms and conditions of this Acceptance hereby is objected to and rejected. Buyer’s proposals to change the terms and conditions of this Acceptance shall not operate as a rejection of this Acceptance. If Buyer proposes additional or different terms or conditions relating to the description, quantity, price or delivery schedule of the goods, said additional or different terms and conditions shall be deemed a material alteration of this Acceptance, and this Acceptance shall be deemed made without said additional or different terms or conditions. If this Acceptance shall be deemed an acceptance of a prior offer by Buyer, such Acceptance is limited to the express terms contained on the face and on the back hereof. Additional or different terms and conditions of Buyer’s previous Purchase Order shall be deemed material and are objected to and rejected, but this Acceptance shall not operate as a rejection of Buyer’s offer unless Buyer’s offer contain variances in the terms of the description, quantity, price or delivery schedule of Seller’s goods. All proposals, quotations, negotiations and representations, if any, made prior to and with reference hereto are merged in this Acceptance.

2: Delivery

The delivery dates stated in this Acceptance are approximate dates. Seller shall make best efforts to respect said delivery dates. Seller’s failure to deliver the goods subject to this Acceptance on the dates stated herein shall not give Buyer any right to damages. The occurrence of unforeseen events affecting either Seller or Seller’s subcontractors shall excuse Seller’s failure to deliver the goods on the dates stated herein. Said unforeseen events shall include, but not be limited to, events of force majeure. As used in this Acceptance, events of force majeure include. but are not limited to, war, revolution, invasion, insurrection, riots, mob violence, sabotage or other civil disorders, acts of God, strikes or other labor disputes, acts, laws, regulations and any other circumstances beyond the control of Seller. Seller’s observation of the delivery dates stated herein is conditioned on Buyer’s respecting its obligations to Seller, in particular, the conditions of payment stated herein. Seller reserves the right to make partial deliveries of goods as available.

3: Shipment

All goods shall be suitably prepared and packed for shipment in accordance with good commercial practice so as to effect safe delivery and freedom from weather damage, to secure the lowest transportation rates and to meet Buyer’s carrier’s requirements. Damage resulting from improper or inadequate packaging will be charged to Seller. Any charges for packing, crating or carriage shall be as stated in this Acceptance. If in order to comply with Buyer’s requested delivery date it becomes necessary for Seller to ship the goods by a more expensive way than specified in this Acceptance, any increased transportation cost resulting there from shall be paid for by Buyer unless the necessity for such re-routing or expedited handling has been caused by Seller.

4: Warranty and Limitation of Remedies

Seller warrants that at the time of delivery all goods manufactured by it will conform to Seller’s specifications and standards for the goods and will be free from defects in workmanship and materials during the Warranty Period. The Warranty Period shall extend for thirty-six (36) months, unless otherwise noted, commencing from the date of shipment of the goods from Seller’s warehouse as such date is stated on Seller’s invoice. In the event of a breach of the foregoing Warranty, Seller, at its sole option, will replace (ExWorks Shipping Terms) the goods in question, provided, in all cases, that (1) Seller’s goods have been properly installed, used, and serviced, that the goods have not been abused by Seller or any other person and, further. that no change has been made in the goods by Buyer or any other person; (2) Seller receives written notice of the alleged breach within the Warranty Period; and (3) the goods in question are returned, properly crated for shipment, freight pre-paid, to Seller’s warehouse for inspection and that such inspection establishes that the goods are defective due to a cause attributable to Seller. THIS WARRANTY IS IN LIEU OF AND IS EXCLUSIVE OF ALL OTHER WARRANTIES NOT SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO SELLER’S GOODS, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS HEREBY EXPRESSLY DISCLAIMED, SELLER’S LIABILITY UNDER THIS WARRANTY OR OTHERWISE WITH RESPECT TO ITS GOODS OR THEIR USE, INCLUDING LIABILITY FOR NEGLIGENCE. STRICT LIABILITY OR OTHERWISE IN TORT, IS LIMITED EXCLUSIVELY TO THE REMEDY PROVIDED ABOVE, AND NO OTHER RIGHT OR REMEDY WILL BE AVAILABLE TO BUYER, SELLER IN NO EVENT WILL BE LIABLE TO ANY PERSON FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO PERSON OR PROPERTY EXCEPT TO THE EXTENT MANDATED BY APPLICABLE STATE LAW. No person is authorized to extend or in any way vary Seller’s obligations hereunder or in connection herewith, and any representation or warranty made by any sales representative or other agent or representative of Seller which is not specifically set forth herein shall not be binding upon Seller.

5: Prices and Payments

Unless the parties otherwise agree, all prices stated in this Acceptance shall be in United States Dollars “ExWorks Shipping Terms.” The prices stated do not include any duties or taxes payable by Buyer in respect of the goods which are the subject of this Acceptance, except as said duties and/or customs may be payable by Seller on behalf of Buyer and shown and billed as separate items on Seller’s invoice to Buyer. The net invoice price shown on Seller’s invoice to Buyer is due and payable not later than thirty (30) days following the date of Seller’s invoice. Any overdue balance owed to Seller shall be subject to the payment of a late charge calculated at the rate of one and one-half percent (1.5%) per month for the period of time said balance or any part thereof is overdue. Said late charge shall be added to the overdue balance. In the event of Buyer’s late payment in respect of any Acceptance, Seller reserves the right to cancel and/or suspend its performance under any outstanding Acceptance, with no liability of any kind to Buyer as a result thereof, until Seller has received guarantees satisfactory to Seller of Buyer’s intent and ability to make timely payments in the future.

6: Setoff

No claims for money alleged to be due from Seller may be deducted or setoff by Buyer by reason of any claim arising out of this or any other transaction between Buyer and Seller.

7: Changes

Any changes requested by Buyer in packaging, time and place of delivery and/or method of transportation are subject to written acceptance by Seller. If any such changes cause an increase or decrease in the cost of the goods or in the time required for Seller’s performance, an equitable adjustment shall be made and the Acceptance shall be modified in writing accordingly.

8: Confidential Information

Seller considers all information furnished to Buyer regarding Seller’s goods to be confidential and Buyer shall not disclose any such information to any person or use such information itself for any purpose other than as contemplated by this Acceptance, unless Buyer obtains Seller’s prior written permission to do so. Buyer’s obligation of confidentiality shall apply to drawings, specifications or other documents prepared by Seller and disclosed to Buyer. Unless otherwise agreed in writing, commercial, financial or technical information disclosed in any manner or at any time by Seller to Buyer shall be deemed secret and confidential; and Seller, to protect its rights in said confidential information, may take action against Buyer, as appropriate, with respect thereto, including, but not limited to, any rights as may exist under patent, copyright or trademark laws.

9: Inspection

Buyer’s payment for the goods delivered to Buyer hereunder constitutes acceptance thereof, Buyer shall have the right to inspect and to reject any and all of said goods which are defective or non-conforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at Buyer’s expense. In the event that Seller’s subsequent inspection reveals an excess quantity of goods shipped or a defect in the goods covered by the Warranty stated in this Acceptance, Seller shall reimburse Buyer for Buyer’s cost incurred to return the defective goods to Seller.

10: Termination

Seller may terminate this Acceptance or any part hereof in the event of any default by Buyer or if Buyer fails to comply with any of the terms and conditions of this Acceptance. Late payment of Seller’s price for the goods in breach of this Acceptance and Buyer’s failure to provide Seller, upon request, with reasonable assurances of future performance shall trigger Seller’s right to terminate this Acceptance. In the event of termination, Seller shall not be liable to Buyer for any amount and Buyer shall be liable to Seller for any and all damages sustained by reason of Buyer’s default which gave rise to the termination.

11: Patents, Copyrights & Trademarks

Seller agrees, upon receipt of notification, promptly to assume full responsibility for defense of any suit or proceeding which may be brought against Buyer for alleged patent, copyright or trademark infringement, provided that such claim arises out of Buyer’s proper use, without alteration, of the goods which are the subject of this Acceptance.

12: Title

Title in respect of the goods which are the subject of this Acceptance shall pass to Buyer upon Seller’s delivery of Seller’s goods, ExWorks Shipping Terms, to the carrier designated by Buyer or otherwise designated in accordance with the agreement of the parties.

13: Risk of Loss or Damage

Risk of loss or damage in respect of the goods which are the subject of this Acceptance shall pass to Buyer upon Seller’s delivery of Seller’s goods, ExWorks Shipping Terms, to the carrier designated by Buyer or otherwise designated in accordance with the agreement of the parties.

14: EEO

Unless the contract is exempt by rules and Regulations of the Secretary of Labor issued pursuant to Section 201 of Executive Order 11246, or Section 503 of the Rehabilitation Act of 1973, or Section 402 of the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, or unless the contract otherwise is exempt from the application of the above described Executive Order and Acts, there is incorporated herein by reference Paragraphs (1) through (7) of the contract clause set forth in Section 202 of Executive Order 11246. Paragraphs (a) through (f) of the contract clause set forth at 41 CFR §60-741.4 and Paragraphs (a) through (m) of the contract clause set forth at 41 CFR §60-250.4.

15: Governing Law

This Acceptance shall be governed by the laws of the Common­ wealth of Pennsylvania. This Acceptance is entered into and shall be performed in Allegheny County, Pennsylvania, and venue for any action based on this Acceptance shall rest solely in Allegheny County, Pennsylvania.

16: Taxes

Buyer shall be liable for any federal, state or local taxes assessed against Buyer and separately stated and billed in this Acceptance.

17: Waiver

Seller’s failure to insist on performance of any of the terms and conditions herein, or to exercise any right or privilege, or Seller’s waiver of any breach hereunder, shall not thereafter constitute a waiver of any other terms, conditions or privileges whether of the same or similar type.

18: Freight Charges

When published freight charges are used, any decrease or increase therein shall be for the account of Buyer.

19: Entire Agreement

This Acceptance and any documents referred herein constitute the entire agreement between the parties hereto and supersede any prior agreement between them relating to the subject matter hereof.

20: Anti-Bribery Clause

The Customer will:

Comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including, but not limited to:

• Local, state and national laws in the territories in which it operates.
• The UK Bribery Act 2010.
• The US Foreign Corrupt Practices Act 1977.
• The UN Convention Against Corruption.

Comply with the Halma p l c Group Code of Conduct relating to bribery and corruption, which may be found on the Halma website (www.halma.com). Have in place its own policies and proceduresto ensure compliance with this Clause. Ensure that all parties with which it is associated or who are providing goods or services in connection with this Contract (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Clause. Maintain complete and accurate records of all transactions and payments related to this Contract and, on reasonable request, disclose details of those transactions and payments to the Company. On reasonable request confirm in writing to the Company that it has complied with the requirements of this Clause and, if so requested, allow the Company to verify this compliance by way of an audit of its records. Immediately inform the Company if it suspects or becomes aware of any breach of this Clause by one of its employees, subcontractors, agents, consultants or other intermediaries and provide detailed information about the breach.

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21: Principle Statement from BEA Americas, a Halma Company, regarding Export Control Compliance

BEA Americas complies with all applicable export, import and trade regulations as outlined below and as set forth by the government of the United States of America. This commitment extends to all countries in which, and all employees, customers and agents through whom, we conduct business.

All applicable laws and regulations pertaining to trade embargoes or economic sanctions imposed onto a country will be followed by BEA Americas.

BEA Americas products are intended to be used in the applications for which they were developed. Furthermore, BEA Americas does not conduct business with customers who sell to, or conduct business with, countries currently sanctioned with trade/export embargoes.

BEA Americas adheres to the rules as defined by the European Union regarding export/import regulations. Links are included below and subject to change without notification.

List of Countries Sanctioned by the United States:
https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx

European Union – Import Requirements and Documentation
https://www.export.gov/article?id=European-Union-Import-Requirements-and-Documentation

It is the corporate policy of BEA Americas., and its parent company Halma, to comply fully with the letter and spirit of these controls. Less than full-compliance with these controls will not be permitted, no matter how large the sale or how important the customer.

Governments worldwide control the export of goods, technology and software depending on:

1. The nature of the product or services;
2. The destination of the proposed export;
3. The ultimate end-use of the product or services; and
4. The end-user of the product or services.

• Exports of strategic goods and technology are generally controlled because of national security, foreign policy, international legal obligations, concerns about human rights, internal repression, or terrorism. Most countries now have sophisticated export control and sanction policies, which are updated regularly.
• Penalties for violations of these controls include significant monetary fines, criminal charges and imprisonment, the loss of export privileges, contractual penalties and logistical problems. In addition, negative publicity arising from charges being brought under the relevant regulations may cause long term damage to the reputation of BEA Americas.
• BEA Americas reserves the right to seek, to the fullest-extent possible, recompense for any costs, including but not limited to fines, legal expenses or damage to reputation, incurred as a result of our customers failure to follow the export, import and trade regulations of the United States and the European Union.

Additional Guidance:

The following are the categories of applicable regulations that influence export, import, and trade compliance Policies, Standards, and Procedures:

• Trade embargoes and economic sanctions prohibit or severely restrict business activities with certain countries and their nationals, as well as business activities with specifically-listed entities and persons.
• Export control regulations impose restrictions on the transfer of certain articles and technology to foreign destinations or persons.
• Anti-boycott regulations prohibit U.S. companies and their foreign subsidiaries from participating in unsanctioned boycotts against countries friendly to the United States. Some other countries and jurisdictions also maintain laws that prohibit compliance with unsanctioned foreign boycotts or embargoes.
• Customs regulations generally govern the many aspects involved in the importation of goods into countries. In virtually all countries this includes complex regulations concerning the classification, valuation, country of origin and marking of the imported goods. Customs regulations may also include the enforcement of partner government agencies’ regulations on imported goods, such as health care products, chemicals, or other regulated articles.
• Government procurement and various advertising regulations define rules for making certain country of origin representations.
• Tax regulations influence sales terms and the obligations of parties in transactions.
• Cargo security laws provide minimal security standards for ensuring the physical security of cross-border shipments.
• Free trade agreements are two-country or multi-country international agreements that provide for certain trade preferences and benefits to the participating countries when eligibility and certification requirements are satisfied.

22: Destination Control Statement

These items are controlled by the US Government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the US government or as otherwise authorized by US law and regulations.