New Scale Technologies, Inc.

Terms and Conditions- and -New Scale Technologies, Inc.
DBA - New Scale Robotics

Revision 03.04.2022

1. ACCEPTANCE: THE SALES TERMS AND CONDITIONS OF SALE CONTAINED HEREIN APPLY TO ALL QUOTATIONSMADE AND PURCHASE ORDERS ACCEPTED BY NEW SCALE TECHNOLOGIES FOR THE PURCHASE AND SALE OF
PRODUCTS. SOME OF THE SALES TERMS AND CONDITIONS SET OUT HERE MAY DIFFER FROM THOSE IN
CUSTOMER'S PURCHASE ORDER AND SOME MAY BE NEW. THIS ACCEPTANCE IS CONDITIONAL ON CUSTOMER'SASSENT TO THE SALES TERMS SET OUT HERE IN LIEU OF THOSE IN CUSTOMER'S PURCHASE ORDER. NEW SCALETECHNOLOGIES FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM CUSTOMER SHALLNOT BE DEEMED A WAIVER OF THE PROVISIONS OF THIS ACCEPTANCE. ANY CHANGES IN THE SALES TERMSCONTAINED HEREIN MUST SPECIFICALLY BE AGREED TO IN WRITING BY AN AUTHORIZED OFFICIAL OF NEW SCALETECHNOLOGIES BEFORE BECOMING BINDING ON EITHER NEW SCALE TECHNOLOGIES OR CUSTOMER. ALL ORDERSMUST BE APPROVED AND ACCEPTED BY NEW SCALE TECHNOLOGIES.
2. SPECIFICATIONS: Unless different specifications are established and agreed to in writing, the specifications for
the Products are the written specifications issued by New Scale Technologies for the part number assigned by New
Scale Technologies to the Products. Customer's part numbers are used for reference only. New Scale Technologies
may, without affecting the obligations of Customer, make insignificant changes to the specifications of the Products
from time to time.
3. PRICES: Prices are shown on the sales order acknowledgement based on written quotes. If Customer does notpurchase the entire quantity upon which these prices were based, Customer will pay the higher price specified by New
Scale Technologies for the quantity actually purchased. Prices do not include taxes and any tax New ScaleTechnologies may be required to collect or pay upon the sale, use or delivery of the Products will be paid by Customer
upon invoice.
4. PAYMENT: Unless otherwise agreed by the parties and upon credit approval, Sales Terms are net 30 days fromdate of invoice with interest on all unpaid amounts at the rate of 1.5% per month or the highest lawful rate, whicheveris less. New Scale Technologies reserves a purchase money security interest in the Products delivered until all of New
Scale Technologies' claims have been paid. New Scale Technologies may change these credit Sales Terms if
Customer's financial condition changes. Payment may be made by check, ACH wire transfer, and credit card (Visa,Mastercard, or American Express). Credit Card purchases are subject to a 3% fee. Each shipment shall be considereda separate and independent transaction.
5. DELIVERY: Delivery will be F.O.B. New Scale Technologies location for all domestic U.S. deliveries and EXW New
Scale Technologies location for international deliveries and will occur when the products are ready for pickup by thecarrier. In the absence of specific instructions, New Scale Technologies will select a carrier. New Scale Technologies
does not assume any liability for the shipment. Customer will be responsible for all transportation and insurance
charges, including those associated with warranty repairs. Delivery dates agreed upon by the parties are estimates
only. New Scale Technologies will use its best efforts to deliver in accordance with these dates but will not be
responsible for failure to deliver as estimated.
6. EXPORT CONTROLS: New Scale Technologies products and services, including user manuals and software, aresubject to all U.S. export control laws, regulations and administrative policies. Diversion contrary to U.S.

law is prohibited. Purchaser understands that a license, written approval or other authorization may berequired from the Bureau of Industry and Security of the U.S. Department of Commerce, the Directorate of Defense
Trade Controls of the U.S. Department of State or other U.S. government agency prior to the export or re-export ofthese items from the U.S. Guidance may be found at http://www.bis.doc.gov/ and http://www.pmddtc.state.gov/.
Purchaser further understands that it is unlawful to export, re-export or transfer, or to attempt to export, re-export ortransfer these items to individuals or entities on the List of Debarred Parties, Denied Persons list, Specially DesignatedNationals List, Entity List, Unverified List or Nonproliferation Sanctions list, as well as sales or transfers to Embargoed
Countries. It is the purchaser's responsibility to be aware of these Lists. These Lists may be accessed at:https://www.cbp.gov/trade/trade-community/programs-outreach/blocked-denied-debarred. An End Use Statement isrequired for all exports.

7. INSPECTION: Within 30 days after delivery Customer will inspect the Products and give written notice of rejection
to New Scale Technologies detailing the manner in which any Products do not conform to the specifications. Upon
receiving authorization and shipping instructions from New Scale Technologies, Customer may return rejected
Products. If Customer retains the Products after their delivery without giving New Scale Technologies such notice
121 Victor Heights Pkwy., Victor, NY 14564 | Phone 585-924-4450 | Fax 585-924-4468 | www.newscaletech.com

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within the designated period, Customer will be deemed to have irrevocably accepted the Products. Customer's
inspection and acceptance tests shall not exceed the inspection and test procedures customary in the industry for theProducts and shall be at Customer's expense. New Scale Technologies may charge to Customer any costs resulting
from the testing, handling, and disposition of any Products returned by Customer which are not found by New ScaleTechnologies to be non-conforming.
8. WARRANTY: New Scale Technologies warrants to Customer that the Products will be free from defects in material
and workmanship under normal use and service for a period of one year from the date of invoice. Customer'sexclusive remedy for breach of this warranty is that New Scale Technologies will either (i) repair or replace, at its
option, any Product which fails during the warranty period because of such defect (if Customer promptly reported thefailure to New Scale Technologies in writing) or, (ii) if New Scale Technologies is unable to repair or replace, New ScaleTechnologies will refund the purchase price of the Product upon its return to New Scale Technologies. This warranty
does not apply to any Product which has been subjected to misuse, abnormal service or handling, or which has beenaltered or modified in design or construction, or which has been serviced or repaired by anyone other than New ScaleTechnologies. The warranties set forth herein are in lieu of, and exclusive of, all other warranties, express or implied.
ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE AND FITNESS FOR A PARTICULARPURPOSE ARE SPECIFICALLY EXCLUDED.
9. PATENTS AND COPYRIGHTS: If notified promptly in writing of any action (and all prior related claims) brought
against Customer alleging that Customer's use of the Products infringes a United States patent or copyright, NewScale Technologies will defend that action at its expense and will pay the costs and damages awarded against
Customer in the action, provided that New Scale Technologies shall have sole control of the defense and allnegotiations for settlement or compromise. If a final injunction is obtained in such action against Customer's use ofthe Products or if in New Scale Technologies opinion the Products are likely to become the subject of a claim ofinfringement, New Scale Technologies will at its option and expense either procure for Customer the right to continue
using the Products, replace or modify the Products so that they become non-infringing or grant Customer a credit for
the infringing Products and accept their return. New Scale Technologies will not have any liability to Customer if thealleged infringement is based upon use or sale of the Products in combination with other products or devices which are
not made by New Scale Technologies or use of the Products for other than their intended purpose. Customer will
defend and hold New Scale Technologies harmless against any expense, judgment or loss for alleged infringement ofany patents, copyrights or trademarks which result from compliance with Customer's designs, specifications orinstructions. No costs or expenses shall be incurred for the account of New Scale Technologies without its prior writtenconsent. New Scale Technologies total liability to Customer as a result of compliance with this provision will not exceed
the sum paid to New Scale Technologies by Customer for the allegedly infringing Products. The foregoing states theentire liability of New Scale Technologies for alleged infringement of patents and copyrights by the Products, any partof them or by their operation.
10. CANCELLATION AND RESCHEDULING: PRODUCTS – Customer may by written notice to New ScaleTechnologies cancel or reschedule any shipment of Products that is scheduled for delivery at least 90 days (unlessotherwise agreed to by the parties) from the time New Scale Technologies receives Customer's notice. All quantities
must be released and shipments scheduled no more than 12 months from the date hereof. New Scale Technologies
may cancel this order or any portion in the event of Customer's default or a material adverse change in Customer's
financial condition without affecting New Scale Technologies’ right and remedies. Except as otherwise provided herein;orders accepted by New Scale Technologies are firm and non-cancellable.
DEVELOPMENT PROJECTS – Customer may, by written notice to New Scale Technologies, cancel or reschedule adevelopment project with 60 days’ notice. Planned project milestones completed within the 60-day notice period will
be invoiced per agreement. If the project is cancelled, or has a delay of more than 90 days, all labor, overhead,materials, fees and other supplies incurred or purchased to support the project will be billed at cost plus 10% handlingcharge. New Scale may cancel this order or any portion in the event of Customer’s default or a material adversechange in Customer’s financial condition without affecting New Scale Technologies’ right and remedies. Except asotherwise provided herein; orders accepted by New Scale Technologies are firm and non-cancellable.
11. CONTINGENCIES: New Scale Technologies shall not be responsible for any failure to perform due to unforeseen
circumstances or to causes beyond New Scale Technologies’ reasonable control. Examples of such causes are acts ofGod, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages oftransportation facilities, fuel, energy, labor or materials. New Scale Technologies may defer delivery for a period equal
to the delay caused by such contingency in the event of shortages for any reason whatsoever. New Scale Technologies
may allocate production among its customers.
12. LIMITATION OF LIABILITY: Liability of New Scale Technologies to Customer, if any, under this agreement forbreach of contract or warranty, negligence or otherwise shall in no event exceed the total agreed price specified on thesales order acknowledgment less the purchase price of any items delivered and accepted hereunder. In no event shall
New Scale Technologies be liable to Customer or others for special, incidental or consequential damages for breach of
any of the provisions of this agreement, including without limitation, provisions regarding warranties, guaranties,indemnities, and patent infringement, or based upon any claims, demands, settlements, or lawsuits arising from or in
121 Victor Heights Pkwy., Victor, NY 14564 | Phone 585-924-4450 | Fax 585-924-4468 | www.newscaletech.com

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connection with, the Products sold hereunder, such damages including, but not limited to, costs of removal andreinstallation of items, loss of good will, loss of profits, or loss of use. Customer assumes all liability for any and alldamages arising from or in connection with, the use or misuse of the Products by Customer, its employees, or others.
13. NEW SCALE ROBOTICS AND RISK ASSESSMENTS: For products and services sold to Customer under the New
Scale Robotics brand, Customer is obligated and required to conduct and comply with any applicable machinery use
specifications, codes, and laws, and to complete a Risk Assessment as defined by the harmonized industrial standards
ANSI RIA 15.06-2012 Part 2 (Integration and Installation) & Part 3 (Use), ISO 10218-1-2011, ISO 10218-2-2011, ISO10218-3-2011-3, and ISO/TS 15066 Technical Specification.
14. GENERAL: These Terms and Conditions are complete and exclusive statement of the agreement between theparties and supersedes all prior agreements and communications about the subject matter. Neither this agreement nor
individual transactions under it may be assigned by Customer without the prior written consent of New ScaleTechnologies. Regardless of any disclosure made by Customer to New Scale Technologies of an ultimate destination ofthe Products, Customer will not export, directly or indirectly, any Product without first obtaining all required licenses
from the appropriate government agencies. These Terms and Conditions and all the transactions thereunder shall begoverned by the laws of the State of New York without regard to its principles of conflict of laws.

121 Victor Heights Pkwy., Victor, NY 14564 | Phone 585-924-4450 | Fax 585-924-4468 | www.newscaletech.com