TERMS AND CONDITIONS OF SALE
(11/16/2022)

Except as otherwise agreed by Tyco Electronics Canada ULC or its affiliates and/or
subsidiaries (“Seller”) in writing, the following terms and conditions (“Agreement”) will
apply to all orders received and all sales made by Seller.

1. GENERAL: The terms and conditions set forth herein constitute the sole and entire
agreement between Seller and the Customer (“Customer”) of goods and/or services
from Seller with respect to the subject matter hereof. Any term or condition in any
order, confirmation or other document furnished by Customer which is in any way
inconsistent with or in addition to the terms and conditions hereof is hereby
expressly rejected, and Seller’s acceptance of any offer or order of Customer is
hereby expressly made in reliance on Customer’s assent to all terms and conditions
hereof. If Customer objects to any of the terms or conditions hereof, such objection
must be made in writing and received by Seller within 10 days after placing anpurchase order. Failure to so object shall be conclusively deemed to be acceptanceof the terms and conditions hereof. Seller’s failure to object to any term or conditionin any oral or written communication from Customer, whether delivered before orafter the date hereof, shall not constitute an acceptance thereof or a waiver of any
term or condition hereof. Goods are provided pursuant to the Seller’s part numbers.
Any Customer part numbers provided by Customer are for reference only.

2. TAXES: The prices set forth herein are not subject to trade or other discounts and,except as otherwise expressly stated herein, do not include federal, provincial or
local sales, use, goods and services excise or other similar taxes applicable to goods
or services involved in this transaction. All such taxes shall be paid by Customer
unless Customer provides Seller with evidence satisfactory to Seller of exemption
from such taxes. When Seller is required by law or regulation to collect such taxes,
Seller will add such taxes to the sale price of the goods or services.

3. PRICES: The sale price(s) for goods delivered hereunder (“Products”) are accepted
as stated on Seller’s order acknowledgment and will include the cost of Seller’s usual
factory tests and inspections. All quotations of Seller are subject to change at any
time prior to acceptance of an order and expire thirty (30) days from the date given.
All prices are subject to change without notice and may be subject to any increase
which may be in effect on the date of shipment. Except as otherwise expressly statedherein, any service calls or other service work performed by Seller shall be at
Customer’s expense in accordance with Seller’s standard rates for such services.
Customer acknowledges that the pricing of the Products and services and the otherterms of this Agreement have been set based on the foregoing sections of thisAgreement providing for an agreed allocation of the risk for any defective Products
or services between the parties. Customer further acknowledges that the pricing
and terms would have been different if there had been a different allocation of therisk.
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4. DELIVERY, TITLE PASSAGE AND INSURANCE:(a) Delivery. Delivery or shipping dates are approximate only and merely represent
Seller’s best estimate of the time required to make delivery or shipment. Time is notof the essence with respect to the transaction covered by these Terms andConditions of Sale, except with respect to Customer’s obligation to make all related
payments. Seller’s obligations hereunder will be dependent upon Seller’s ability toobtain the necessary raw materials. Seller will not be liable for any loss or expense(consequential or otherwise) incurred by Customer as a result of any delay indelivery for any reason other than arbitrary refusal by Seller to perform. Seller
reserves the right to make partial deliveries. Lead time on orders and reschedulingare governed at Seller’s discretion.

(b) Title Passage for Sales. Except as otherwise expressly stated herein, all deliveries
hereunder will be EX-Works Seller’s plant via a carrier selected by Customer at its
option, or otherwise by Seller, freight collect, to Customer and will be packed in
Seller’s standard shipping packages. In all such cases title and risk of loss or damage
will pass to Customer upon Seller’s delivery of the Products to the carrier for
shipment to Customer and no loss or damage will relieve Customer of any obligation
hereunder, including payment for lost or damaged Products. If shipment of any
Product is delayed at Customer’s request, Seller may invoice Customer for such
Products, and risk of loss of such Products will pass to Customer, on the date that
Seller is prepared to make shipment to Customer. Customer shall reimburse Seller
for any and all costs of storage incurred by Seller after the date that Seller isprepared to make shipment.

(c) Insurance. Customer will pay, or reimburse Seller for, all insurance on the Products.
Any insurance proceeds collected by Customer for Seller’s account will be promptly
remitted to Seller in U.S. or Canadian Dollars. Any insurance policies purchased,
whether by Customer or Seller, will be for the benefit of Seller, whether or not Seller
is named as an insured in such policies, until title and risk of loss or damage to the
Products pass to Customer. Where possible, all insurance policies will provide thatthey are for the benefit of Seller and Customer “as their interests may appear.”
5. CUSTOMER’S FINANCIAL CONDITION: This agreement and all shipments madehereunder shall at all times be subject to the approval by Seller of Customer’s
financial condition. If the financial condition of Customer at any time becomesunsatisfactory to Seller, in Seller’s sole discretion, or if Customer fails to make any
payment when due, in addition to any other rights Seller may have Seller may defer
or decline to make any shipment or shipments hereunder or may condition any such
shipment upon receipt of satisfactory security or cash payments in advance.
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6. PAYMENT TERMS: Except as otherwise expressly stated herein, Seller shall invoice
Customer at the time of shipment of each installment on payment terms of cash inadvance, except where open account credit is established and maintained to Seller’ssatisfaction, in which case payment terms shall be net thirty (30) days from date ofshipment. All payments shall be in United States or Canadian Dollars. Customer shallmake all payments as provided herein without regard to whether Customer has
made or may make any inspection or use of any Products. Any invoiced amountwhich is not paid when due shall bear interest at the rate of two twenty four percent(24%) per annum or the highest rate then permitted by law, whichever is less, until
paid in full. Seller reserves the right to exercise any of its lawful remedies if
Customer does not make payments when due. Customer shall promptly reimburse
Seller for all costs and expenses, including reasonable attorneys’ fees, incurred bySeller in collecting sums due it hereunder.

On orders for shipment to countries other than Canada, payment on all sales will bemade through the medium of a Letter of Credit to be established by Customer at its
expense including any bank, at the option of the seller, confirmation charges. All
Letters of Credit will be in favor of and acceptable to Seller, will be maintained in
sufficient amounts and for the period necessary to meet all payment obligations, willbe irrevocable and issued, or confirmed, by a bank in Canada satisfactory to Seller
within fifteen (15) days after acceptance of any order, will permit partial deliveries
and will provide for pro rata payments upon presentation of Seller’s invoices andSeller’s certificates of delivery EX-Works Seller’s factory, or of delivery into storage
with certification of cause therefore, and for the payment of any termination
charges.

7. SECURITY INTEREST: Customer hereby grants to Seller a security interest in all
Products and all proceeds and products thereof until all amounts due or to becomedue hereunder have been paid. Any repossession and removal of Products shall be
without prejudice to any of Seller’s other remedies at law or in equity. Customer
agrees, without further consideration, at any time to do or cause to be done,
executed and delivered, all such further acts and instruments (including without
limitation financing statements appropriate for filing) as Seller may reasonably
request in order to perfect Seller’s security interest.

8. CONTINGENCIES: 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 orcondition 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 dispute3

TERMS AND CONDITIONS OF SALE
(11/16/2022)(whether or not involving Seller’s employees), accident, fire, explosion, flood orother 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 suchallocation 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 isdelayed by more than six (6) months, the prices set forth herein shall be subject toappropriate adjustment by Seller.

9. LIMITED WARRANTY; SUITABILITY(a) Except as otherwise stated herein or in an order acknowledgment delivered to
Customer, Seller warrants to Customer that the Products (1) shall be free of defects
in materials and workmanship for the periods set forth below (each a “Warranty
Period”) from date of shipment; and (2) shall be free of liens and encumbrances
when shipped to Customer. If Seller agrees in writing to provide and does provide
system design, drawings, technical advice, or any other services to Customer inconnection with Products, then Seller further warrants to Customer during theapplicable Warranty Period that such services shall be undertaken in accordancewith Seller’s reasonable technical judgment based on Seller’s understanding of
pertinent technical data as of the date of performance of such services. Seller’s
warranties will not apply to any Product with respect to which there has been (i)improper installation or testing, (ii) failure to provide a suitable operating
environment, (iii) use of the Product for purposes other than that for which it was
designed, (iv) failure to monitor or operate the Product in accordance withapplicable Seller specifications and good industry practice, (v) unauthorizedattachment or removal or alteration of any part of the Product, (vi) unusualmechanical, physical or electrical stress, (vii) modifications or repairs done by otherthan Seller, or (viii) any other abuse, misuse, neglect or accident. In no circumstanceshall Seller have any liability or obligation with respect to expenses, liabilities orlosses associated with the installation or removal of any Product or the installation
or removal of any components for inspection, testing or redesign occasioned by any
defect or by repair or replacement of a Product. Application Equipment, spare partsand hand tools ordered or supplied hereunder may contain used parts and/or bereconditioned.

Products
Application equipment, including machinery, applicators, andall original parts thereof, except for expendable parts.
Hand tools and expendable parts (i.e., those parts designed by
the SELLER as spare parts, spare tooling, recommended
spares, perishable tooling, wearable tooling, and the like)

Warranty Periods
1 year90 days4

TERMS AND CONDITIONS OF SALE
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Undercarpet products (but this applies only to individualcomponents or to Undercarpet Systems assembled exclusively
with Seller components and in accordance with applicable
Seller Instruction Sheets)
Replacement Parts
Raychem Circuit Protection Products
Precision Interconnect Cable Assemblies
CIID and Kilovac Products
Corcom Filters
Hartman Products
KISSLING-Products
ALR Photocontrols 6000
ALR Photocontrols AA, AT, PT, SPT, TL, SC, MC, NS,
1000, 2000, 2100, 3000, 3100, 6100,7000, SST, D2, LM1000 D2, LM-1000
ALR Photocontrols LC, BF, M
ALR Photocontrols PL-S, OLC
Photocontrol Accessories AM, AMR, DPO, US-30
Starter, Lumatester
Photocontrols-Exit Sign Retrofit-Led T-Lamp
Photocontrols- Time Controls, TC-100, TC-100R & PC-100R,FC
All Energy Division Products
All other products and/or services

2 years

Applicable period for replaced parts
180 days
1 year
1 year
1 year
18 months
2 years
8 years
6 years
3 years
2 years
2 years
25 years
1 year
1 Year90 days(b) Customer shall notify Seller in writing promptly (and in no case later than thirty(30) days after discovery) of the failure of any Product to conform to the warranty
set forth above, shall describe in commercially reasonable detail in such notice thesymptoms associated with such failure, and shall provide to Seller the opportunity
to inspect such Products as installed, if possible. The notice must be received bySeller during the Warranty Period for such Product. Unless otherwise directed inwriting by Seller, within thirty (30) days after submitting such notice, Customer
shall package the allegedly defective Product in its original shipping carton(s) or afunctional equivalent and shall ship it to Seller at Customer’s expense and risk.

(c) Within a reasonable time after receipt of the allegedly defective Product andverification by Seller that the Product fails to meet the warranty set forth above,
Seller shall correct such failure by, at Seller’s option, either (i) modifying or
repairing the Product or (ii) replacing the Product. Such modification, repair or
replacement and the return shipment of the Product with minimum insurance toCustomer shall be at Seller’s expense. Customer shall bear the risk of loss or damage
in transit, and may insure the Product. Customer shall reimburse Seller fortransportation costs incurred for Products returned but found by Seller not to be
defective. Modification or repair of Products may, at Seller’s option, take place either
at Seller’s facilities or at Customer’s premises. If Seller is unable to modify, repair or
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replace a Product to conform to the warranty set forth above, then Seller shall, at

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Seller’s option, either refund to Customer or credit to Customer’s account thepurchase price of the Product less depreciation calculated on a straight-line basis
over Seller’s stated Warranty Period. THESE REMEDIES SHALL BE CUSTOMER’SEXCLUSIVE REMEDIES FOR BREACH OF WARRANTY.

(d) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SELLER MAKES NO
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORYOR OTHERWISE, REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PURPOSE,
THEIR QUALITY, THEIR MERCHANTABILITY, THEIR NONINFRINGEMENT, OR
OTHERWISE. NO EMPLOYEE OF SELLER OR ANY OTHER PARTY IS AUTHORIZEDTO MAKE ANY OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS FOR
THE GOODS OTHER THAN THE WARRANTY SET FORTH HEREIN. SELLER’S
LIABILITY UNDER THE WARRANTY SHALL BE LIMITED TO A REFUND OF THE
PURCHASE PRICE OF THE PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR
THE COST OF PROCUREMENT OR INSTALLATION OF SUBSTITUTE GOODS BY
CUSTOMER OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTALDAMAGES.

(e) Customer assumes the risk and agrees to indemnify Seller against and hold Seller
harmless from all liability relating to (i) assessing the suitability for Customer’s
intended use of the Products and of any system design or drawing and (ii)determining the compliance of Customer’s use of the Products with applicable laws,
regulations, codes and standards. Customer retains and accepts full responsibility
for all warranty and other claims relating to, or arising from, Customer’s products
which include or incorporate Products or components manufactured or supplied bySeller. Customer is solely responsible for any and all representations and warranties
regarding the Products made or authorized by Customer. Customer will indemnify
Seller and hold Seller harmless from any liability, claims, loss, cost or expenses(including reasonable legal fees) attributable to Customer’s products or
representations or warranties concerning same.
10. LIMITATION OF LIABILITY AND INDEMNITY:

Notwithstanding any other provision herein or in any other document orcommunication, (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 Customer’s exclusive remedy fails of its
essential purpose, shall in no event exceed in the aggregate the total purchase pricereceived by Seller for the Products(or, in the case of obligations arising from orrelating to particular Products or services rendered in connection herewith, thepurchase price of such Products or amount received by Seller for such services,
respectively), and (b) Seller shall in no event be liable to Customer or any other
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person or entity, whether in contract, strict liability, tort or otherwise, for special,
indirect or consequential damages of any kind whatsoever, or claims of any third
parties. By accepting delivery of the Products ordered, Customer agrees that it
indemnifies and holds harmless Seller from and against all claims, loss, damage andliability, including without limitation for personal injury, property damage orcommercial loss of whatever kind, directly or indirectly arising from or relating to
the hazards inherent in Customer’s facilities or activities.

11. ACCEPTANCE; RETURNS: Customer shall inspect Products promptly upon theirreceipt. Unless Customer notifies Seller in writing within seven (7) days after thereceipt of Products or the rendering of services that the Products or services arenonconforming, describing the nonconformity in commercially reasonable detail,Customer shall be deemed to have accepted the Products or services. Customer may
not revoke its acceptance of Products or services and shall be barred from any
remedy unless Customer notifies Seller in writing within thirty (30) days of receipt
of Products or rendering of services that the Products or services arenonconforming, describing the nonconformity in commercially reasonable detail,and that Customer considers Seller in breach. Acceptance as aforesaid shallconstitute acknowledgment of full performance by Seller of all its obligations
hereunder. No Products delivered and accepted under this Agreement are subject toreturns except upon (a) written approval of Seller and (b) payment of a fair andequitable restocking charge as determined by Seller’s restocking charge policy at thetime of return.
12. PATENTS: Seller agrees to settle or defend any suit or proceeding brought against
Customer insofar as such suit or proceeding is based on a claim that any Productconstitutes direct infringement of any issued United States patent. Seller shall pay
all damages and costs finally awarded therein against Customer, provided Seller isinformed by Customer in writing within ten (10) days after receipt by Customer andfurnished a copy of each communication, notice or other action relating to thealleged infringement and is given all authority (including the right to exclusive
control of the defense of any suit or proceeding), information and assistancenecessary to settle or defend such suit or proceeding. In the event such Product or
any part thereof is, in such suit, held to constitute infringement and the use of such
Product or part thereof is enjoined, Seller shall, by its own election and at its own
expense, either (a) procure for Customer the right to continue using such Product,
or modify it so that is becomes non-infringing or (b) remove such Product, or part
thereof, and grant Customer a credit thereon and accept its return. Seller shall not
be obligated to settle or defend any suit or proceeding, or be liable for any costs or
damages, if the alleged infringement arises out of compliance with Customer’s
specifications or any addition to or modification of the Product after delivery
thereof or from use of the Product or any part thereof in conjunction with other8

TERMS AND CONDITIONS OF SALE
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goods or in the practice of a process. Seller’s obligations hereunder shall not apply
to any alleged infringement occurring after Customer has received notice of suchalleged infringement unless Seller thereafter gives Customer express writtenconsent for such continuing alleged infringement. Seller shall not be bound in any
manner by any settlement hereunder made without its prior express writtenconsent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s
liability hereunder shall not exceed the purchase price paid by Customer for the
allegedly infringing Product. If infringement is alleged prior to completion ofdelivery of a Product, Seller may decline to make further shipments without being inbreach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE
LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND
ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN
REGARD THERETO. Customer agrees, at its expense, to settle or defend and to pay
costs and damages finally awarded in any suit or proceeding against Seller based on
an allegation that any Product furnished hereunder according to designs or
specifications furnished by Customer infringe any patent, provided Customer is
promptly notified in writing of such suit or proceeding and is given all authority(including the right to exclusive control of the defense of any suit or proceeding),
information and assistance necessary to defend or settle any such suit orproceeding.

13. PROPERTY FURNISHED BY CUSTOMER: If Customer furnishes any components,
tools, dies, jigs or other property or facilities to Seller in connection with theperformance of this Agreement, Customer shall bear all risk of loss or damage withrespect to such property or facilities and shall indemnify and hold Seller harmlessfrom and against all loss, cost, expense or liability arising in connection with its useof any such property or facilities. Seller shall not be responsible for any delay inperformance or nonperformance hereunder or the failure of any Product to conformto applicable specifications resulting, in whole or in part, from Seller’s use ofproperty or facilities furnished by Customer.

14. PROPRIETARY INFORMATION: As used herein, the term “Proprietary Information”
includes any information of a confidential or proprietary nature obtained from
Seller and any information obtained from Seller which is not readily available toSeller’s competitors and which, if known by a competitor of Seller, might lessen any
competitive advantage of Seller or give such competitor a competitive advantage.
Seller retains ownership of all Proprietary Information and all documentation whichcontains Proprietary Information. Customer shall not disclose, duplicate or
reproduce any Proprietary Information nor shall Customer use any Proprietary
Information other than in the course of performing its obligations hereunder.
Customer shall take all reasonable steps to prevent the disclosure, duplication or
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reproduction of any Proprietary Information. Notwithstanding the foregoing,
Customer shall not be required to refrain from disclosing or using any Proprietary
Information-which has become known to Customer if the original source of such
Proprietary Information was not Seller or any person or party affiliated with Seller
or having a relationship of confidentiality with or an obligation of confidentiality toSeller.

15. LEASED APPLICATION EQUIPMENT: If the Customer’s order is for leased
application equipment, the following additional conditions shall apply:(a) The Seller agrees to supply to the Customer leased application equipment inaccordance with conditions as stated herein for the term set forth in the sales orderacknowledgement. After expiration of the original term, the lease will continue
indefinitely thereafter (unless stated to the contrary on the face thereof) and shallbe terminable at will by either Seller or Customer at any time on thirty (30) days
prior written notice.

(b) The initial non-refundable preparation charge, if any, for each piece of leased
application equipment is as stated in writing from the Seller or on the invoice. Initialretention charges are payable in advance on date of shipment, and subsequent
retention charges are payable monthly, quarterly or yearly, as requested by
Customer. The Seller reserves the right to require Customer to pay retention
charges annually, if the payment period elected by Customer would require Seller toinvoice Customer for amounts less than $250.00 per invoice.
(c) The Seller reserves the right to allocate its supply of leased application equipment
among its various customers according to its own discretion.

(d) Leased application equipment delivered hereunder and all additions, replacement
parts and modifications thereof shall be and remain the sole and exclusive propertyof the Seller. Customer shall have no title or interest therein, but shall have only theright to use said leased application equipment during said term in conjunction withterminals of the materials, dimensions and forms for which the leased applicationequipment is designed and any such other uses or applications as are approved by
the Seller. However, no license under any patent to make or have made or otherwise
acquire any terminals shall be implied or is granted.

(e) Factory service, if required, is available at the Seller’s rates in effect at the time ofthe service call. Factory charges will be billed to Customer for services required due
to misuse or abuse of leased application equipment. Spare and replacement parts
for the leased application equipment can be purchased from the Seller. Customer
shall be solely responsible for any damage to the application equipment resulting
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from Customer’s use or replacement parts not meeting Tyco’s specifications. Seller
shall have the right at all times during Customer’s business hours to inspect theapplication equipment.

(f) The right to use the leased application equipment is limited to the Customer andsaid leased application equipment shall not be assigned, sublet or in any way
encumbered. Customer shall be responsible for said leased application equipment,
and in the event this agreement is terminated pursuant to the terms hereincontained or for any cause whatsoever, the Seller shall be entitled to immediate
possession of the machine(s) and/or applicator(s), and the Customer shall returneach of them in good order and condition, reasonable wear and tear only excepted,
DDP the Seller’s designated location. Customer will not remove, obliterate, or deface
the Seller’s name tag and may not in any way modify or alter any applicationequipment furnished hereunder without the prior written consent of Seller. If leased
application equipment has been leased with installed third party software, upon
termination of the lease and return of the leased application equipment, Customer
shall return or destroy (as directed by Seller) all backup, archival and diskette/CD
ROM copies of the third party software to Seller. If the leased application equipment
is not returned to the Seller in accordance herewith, the Seller shall have and theCustomer hereby grants an irrevocable license to enter by its servants or agents on
any premises where said leased application equipment may be or may bereasonably suspected to be and to take back and retain said leased applicationequipment.
(g) If leased application equipment delivered hereunder is for demonstration only,
leased application equipment is to be returned at the end of thirty days, unlessotherwise agreed in writing, in good order and condition, freight collect to theSeller’s designated location.

(h) The Seller shall have the right to suspend or cancel the contract or terminate theterm leased application equipment at any time upon Customer making an
assignment for the benefit of creditors or becoming bankrupt or insolvent, or upon apetition or voluntary assignment being filed proposing the appointment of areceiver or that the Customer be adjudicated bankrupt or insolvent or commits abulk sale.
(i) In addition to the forgoing provisions set forth in this Section 15, all orders forleased application equipment are subject to the Seller’s Equipment Policy, as
amended from time to time, which is posted at
http://www.te.com/content/dam/te-com/documents/policies-agreements/termsconditions/equip-policy-114119-1.pdf (the “Equipment Policy”). The Equipment

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Policy is incorporated herein by reference and shall have the same effect as if set
forth herein in its entirety.

16. CANCELLATION: Neither this Agreement nor any release hereunder is subject tocancellation by Customer except upon (a) written request of Customer, (b) written
approval of Seller, and (c) the payment to Seller of a fair and equitable cancellation
charge. Because Seller’s expenses related to canceling firm orders are dependent
upon (i) Seller’s inventory carrying costs, (ii) the likelihood of Seller quickly sellingthe subject Products to other Customers, (iii) Seller’s other related out-of-pocket
costs, and (iv) administrative costs, the amount of cancellation charge Customer
shall pay to Seller will be determined solely by Seller.

CANCELLATION OF STANDARD PRODUCT: If Seller determines the Product being
canceled to be Standard Product, the amount of the cancellation charge will vary
according to the (a) quantity being canceled, (b) time frame between Customer’s
request to Seller to cancel and the order’s scheduled ship date, and (c) dollar
amount of order being canceled. The calculation of the exact cancellation charge will
be at Seller’s discretion. Any orders that constitute 25% of the total demand of any
standard parts will be deemed custom and will follow the cancellation condition ofcustom product. In no case will be cancellation charge be less than twenty percent(20%) of the original agreed upon purchase price.
CANCELLATION OF CUSTOM PRODUCT: If Seller determines the Product being
canceled to be Custom Product, Customer agrees to pay Seller for all of Seller’s outof pocket costs associated with the cancellation of the order including, but notlimited to: (i) raw materials, (ii) work in process, (iii) inventory carrying costs, (iv)scrapping and disposal fees, and (v) a reasonable and equitable profit for Seller,
which shall not be less than twenty percent (20%) of such costs. In no case will thecancellation charge be less than Seller’s actual costs (including overhead and otherindirect costs). The amount of cancellation charge to be charged to Customer shallbe determined at the sole discretion of Seller and may equal 100% of the amount of
the order at the time of Seller’s receipt of Customer’s request for cancellation.
Customer is entitled to receive a written notice from Seller setting forth how thecancellation charge was calculated. Upon payment of the cancellation charge,
Customer shall be entitled to receive all raw materials and work in process, andSeller agrees to ship such goods to Customer at Customer’s expense.

Seller reserves the right, by written notice of default, to cancel any order, without
liability to Customer, in the event of the happening of any of the following:
insolvency of Customer, the filing of a voluntary petition in bankruptcy by Customer,
the filing of an involuntary petition to have Customer declared bankrupt, theappointment of a receiver or trustee for Customer, the execution by Customer of an
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assignment for the benefit of creditors, the discontinuance of business by Customer,or the sale by Customer of the bulk of its assets other than in the usual course ofbusiness.
17. RESCHEDULES: Customer is permitted one reschedule opportunity with no charge.
A reschedule cannot extend further than thirty (30) days from original ship daterequested. Additional reschedules will be subject to a ten percent (10%) penalty
based on total amount of the order or portion of the order rescheduled.

18. RESALE OF COMPONENT PRODUCTS: Customer agrees that it shall not resell any
component Products purchased from Seller unless Customer is an authorized
distributor of Seller’s products. Seller shall not be obligated to provide any warranty
service or other technical support for any component Products not purchased
directly from Seller or an authorized distributor of Seller.
19. SPECIAL PACKAGING: Application equipment, applicators, hand tools and any
associated replacement parts are excluded from general customer specifications for
packaging and labeling. Other customer requests for special packaging will beconsidered on a case-by-case basis.

20. NO LICENSE: Neither this Agreement nor any purchase of Products hereunder shallbe construed to confer upon Customer or its customers any license under any patentor other proprietary rights of Seller, except the right to use such goods for the
purposes for which they are sold. Tooling, set-up, fitting-up, drawings, design
information, and partial preparation charges when invoiced cover only part of thecost thereof to the Seller. The Customer does not acquire any right, title or interest
in any tooling, set-up, fitting-up, drawings, design information, or invention or otherintellectual property resulting therefrom, which remain the sole property of theSeller.
21. NON-WAIVER OF DEFAULT: No failure by Seller to insist on strict performance ofany term or condition hereof shall constitute a waiver of such term or condition or
any breach thereof, nor shall such failure in any way affect Seller’s legal remedies
with respect to any default by Customer hereunder.

22. APPLICABLE LAW: This Agreement and the sale of goods and services hereundershall be governed by and construed in accordance with the laws of Ontario, Canada,
excluding laws directing the application of the laws of another jurisdiction, and theCustomer hereby attorns to such exclusive jurisdiction. The United Nations
Convention on Contracts for the International Sale of Goods will not, for any

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purpose, govern or apply to the sale of goods or any transactions, performance ordisputes hereunder.

23. ASSIGNMENT: Customer may not transfer or assign this Agreement or any interest
herein, by operation of law or otherwise, without the prior express written consent
of Seller. Any attempted transfer or assignment without such consent shall be void.
Seller may assign its rights and delegate its duties hereunder.

24. ENTIRE AGREEMENT; MODIFICATION: This Agreement supersedes all priorwritten and oral agreements and understandings between Seller and Customer withrespect to the Products and services specified herein. No representation orstatement not contained herein shall be binding upon Seller as a representation,
warranty or condition or otherwise. No addition to or waiver, modification orcancellation of any provision hereof shall be binding upon Seller unless in writing
and signed by a duly authorized representative of Seller.
25. NOTICES: All notices and other communications hereunder shall be in writing andshall be mailed by first-class, registered or certified mail, postage prepaid, to theparties hereto at their respective designated addresses, subject to the right of either
party to change such address upon ten (10) days’ prior written notice.

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