BEI Sensors SAS
General Terms and Conditions of Sale and Delivery
Issued 20 December 2018
CLAUSE 1: APPLICABILITY
These conditions are applicable to all sales and deliveries of BEI
Sensors SAS, 9 rue de Copenhague, Espace Européen de l’EnterpriseSchiltigheim, BP 70044-67013, Strasbourg, France. (hereafter “BEI
Sensors”) to its customers unless a deviation is made from any suchcondition in the written order confirmation. The customer irrevocably
submits to and accepts these conditions by placing the order with BEI
Sensors. The applicability of conditions proposed by the customer is
excluded, unless these conditions have been explicitly accepted by
BEI Sensors in writing.
CLAUSE 2: OFFERS AND AGREEMENT
No oral or written offers (even if made by means of price lists issued
by BEI Sensors or a quotation) shall bind BEI Sensors. Only by BEI
Sensors' written confirmation of the order placed by the customer
will the agreement with the customer be entered and effective.
CLAUSE 3: PRICESThe price agreed upon in the order confirmation has been calculated fordelivery Ex Works BEI Sensors’ nominated facility (Incoterms in its
latest version) net of VAT, packaging and loading costs, unlessotherwise agreed upon in writing. Notwithstanding anything else inthese conditions, in the event a government entity imposes tariffs,
duties or taxes on the goods which were not contemplated by BEI
Sensors, then BEI Sensors reserves the right at its sole discretion topass such additional costs to the customer.
CLAUSE 4: QUANTITIESFor all volume orders a deviation of 5% more or less than thequantity ordered shall constitute compliance with buyer's order and theunit price will continue to apply, unless specifically agreed upon inwriting otherwise between the parties.
CLAUSE 5: DELIVERY AND TIME FOR DELIVERY
5.1 Delivery is made Ex Works BEI Sensors’ nominated facility
unless otherwise agreed in writing (Incoterms in its latest version).
5.2 The time for delivery begins at the date of confirmation of the orderin writing by BEI Sensors, but not until BEI Sensors has received
from the customer the information and materials necessary for the
execution of the order. If the customer has not supplied BEI Sensors
with the information and materials necessary for the execution of theorder within two weeks after the confirmation of the order, BEI
Sensors shall be entitled to cancel the order and terminate theagreement and customer shall be liable for all costs, incurred by BEI
Sensors including a reasonable allowance for pro-rated indirect costs
and anticipated profits.
5.3 If the confirmation of the order or offer mentions a time ofdelivery, this time will be considered target period. Delay in time ofdelivery does not give the customer the right to claim damages, to refuse thegoods, or to wholly or partly cancel the agreement. BEI Sensors has theright to carry out the order by means of partial deliveries. Unless there isquestion of force majeure on the part of BEI Sensors, the customer has theright to cancel the agreement, if after the time of delivery having expired, a
new time of delivery has been agreed upon with the renewed expiration of
the delivery time giving the customer any further rights of remedy, inparticular not a claim for compensation.
5.4 The time of delivery ends the moment BEI Sensors has informed thecustomer that the goods are ready for shipment at its factory or warehouse.
5.5 BEI Sensors delivers according to Incoterms in its latest edition.
CLAUSE 6: TRANSPORTS - RISK OF LOSS
6.1 Transportation is to be arranged by the customer at its own andexclusive risk and expense. This risk also includes any direct or indirect
damage to delivered goods or on third parties or BEI Sensors by these goods.
6.2 If requested in writing, BEI Sensors will take care of thetransportation at customer's risk and expense in a manner mostappropriate in its opinion. Upon customer's written request BEI Sensors will
insure the transportation risk.
6.3 All risk of loss passes onto the customer upon delivery of the goods tothe customer Ex Works BEI Sensors’ nominated facility or as otherwise
expressly agreed upon in writing.
CLAUSE 7: CONDITIONS OF PAYMENT
7.1 In as far no other conditions of payment have been agreed, payment shallbe effected net within thirty (30) days after the date of invoice. BEI
Sensors reserves the right to demand advance payment in whole or in partor to ask for cash on delivery.
7.2 All payments shall be made free of all deductions or set-offs - unless
BEI Sensors has recognised in writing a counter-claim of the customer at the office of BEI Sensors or to its nominated postal or bank account.
Drafts and cheques will only be accepted if explicitly previously agreed toin writing by BEI Sensors and under the condition that the customer willtake for its account all costs in connection with the cashing of the draft orcheque and with any endorsing or prolonging thereof. In case of payment
by means of a draft the customer guarantees acceptance and payment
thereof by the drawee. Customer expressly accepts that BEI Sensors is not
responsible for the delay in returning the draft in the case of nonacceptance. When paying by cheque the customer guarantees payment
thereof by the drawee.
7.3 In case deliveries are made in portions, these payment conditions apply
to each part delivered separately.
7.4 The customer is obliged to pay irrespective of whether it did or did not
examine the goods.
7.5 If delay arises in the delivery due to circumstances for which thecustomer can be held liable, the amount owning will be due on the original
date of shipment. Storage of the goods on behalf of the customer is made at
the risk and cost of the customer. If the financial position of the customer orof the acceptant of the draft has deteriorated, before the moment a claim
becomes due for payment or while the draft runs, or if BEI Sensors
receives unfavourable information about the customer or the acceptant, thecustomer is obliged to arrange for immediate payment should BEI Sensors
so require. If the customer is in arrears with its payments, BEI Sensors
can, regardless of any further claims, postpone the performance of its
obligations resulting from all agreements concluded with the customer orcancel from all agreements charging all costs incurred.

7.6 If the customer does not pay within the time agreed BEI Sensors
has the right, without any proof of default, to charge the customer
interest equal to the statutory rate, but at least 7% per year, without
prejudice to any other remedy available to BEI Sensors.
7.7 If, after the further expiration of a date payment as set forth byregistered letter, no payment has been received, the customer will be
additionally charged for the amount of the extra-judicial collecting
charges. If judicial collection is necessary, the customer is also charged
for the costs thereof.
CLAUSE 8: MODIFICATION OF THE CONTRACT GOODSBEI Sensors reserves the right to modify the specifications of goods
designed by BEI Sensors providing that the modifications will notmaterially affect the performance of the goods.
CLAUSE 9: CANCELLATION OF ORDERS
The customer does not have the right to cancel orders, except in the caseas foreseen in article 5, then after written acceptance by BEI
Sensors. If BEI Sensors accepts cancellation the customer shall be
liable for termination charges which shall include a price adjustment
based on the quantity of goods actually delivered, and all costs, direct
or indirect, incurred and committed for the contract together with areasonable allowance for pro- rated expenses and anticipated profits.
CLAUSE 10: PROPERTY PROVISION
10.1 Until the final settlement by the customer of payments due to
BEI Sensors, BEI Sensors will retain the ownership of all goods
delivered by it as guarantee for payment of all that is due without
exception; consequently, as long as complete payment of the amountdue to BEI Sensors has not been affected the customer will not beallowed to make a loan on, to pledge or put the goods delivered to it
under mortgage, nor to let, lend or in any way or under any title takethem away from the business; the customer is however authorised
within the normal course of business to sell the goods, provided itdoes it against cash payment or stating the property proviso made by
BEI Sensors.
10.2 The execution, if any, by BEI Sensors of rights to which it isentitled on the basis of the property proviso including the attachmentof the goods can in no way be regarded as an act resulting in thecancellation of the agreement.
10.3 The customer is obliged to inform BEI Sensors forthwith if
attachment of the goods is made by third parties or if the other measureswith regard to the goods are taken by third parties.
10.4 The customer herewith assigns to BEI Sensors, this as
guarantee for payment of all that is due to BEI Sensors without
exception, all claims already existing or in future to be obtained by thecustomer against third parties in respect of the delivery or placing at thedisposal of those third parties by the customer in any way or under any
title of goods delivered by BEI Sensors to the customer. At BEI
Sensors’ request the customer will supply each time an accurate
specification in writing of all its claims on third parties at a date to beappointed by BEI Sensors. Insofar as assignment of these claims cannot
take place legally at this moment because they are founded on legal
relations not yet existing the assignment will be effected by receipt of
the specification by BEI Sensors, which serves as acceptance of theassignment.
10.5 At the request of BEI Sensors, the customer must inform therelevant debtors of the assignment in writing and do all other things
necessary or desirable in order to give the assignment full legal effect.

The customer must inform BEI Sensors immediately, if attachmentof the assigned claims is made by third parties or if other measurewith regard to the claims is taken by third parties.
CLAUSE 11: GUARANTEE
11.1 Except as otherwise stated herein, BEI Sensors warrants the
goods delivered exclusively against faulty workmanship or the useof defective materials and that such goods will conform to mutuallyagreed upon written specifications, drawings and other descriptions fora period set forth in 11.4. BEI Sensors further warrants that at thetime of delivery BEI Sensors has title to the goods free and clear of any
and all liens and encumbrances.
11.2 This warranty is void if the defect was caused by customer's
misuse, neglect, improper installation or testing, repair attempts not
authorised by BEI Sensors, unauthorised alteration or use of any such
goods with supplies not meeting BEI Sensors' specifications, or any
cause beyond the range of normal usage or by accident, fire or otherhazard.
11.3 Notwithstanding the above, BEI Sensors does not warrant that its
products are fit for the customer’s intended specific application orneed.
11.4 The guarantee commences on the day of delivery of the goods
and is valid for a period of one year from date of shipment and covers
the following products: including but not limited to thermostats, motor
protectors, thermal controls, sensors, switches and other similar
products.
CLAUSE 12: COMPLAINTS
All claims against BEI Sensors on the grounds of incomplete orincorrect delivery are no longer valid, in case a relevant complaint has
not been laid in writing before BEI Sensors within fourteen (14) days
after receipt of the goods (or in case of an order is delivered in
portions, within fourteen (14) days after receipt of the portion
concerned). In addition, claims on the grounds of visible faults are nolonger valid if the customer has not had the alleged fault registered on
the bill of lading or notice of receipt immediately on receipt of thegoods. When BEI Sensors deals with a complaint it does not imply
that it considers the complaint to be made in time or to be justified.
Goods returned are exclusively accepted after previous shipment to
BEI Sensors and providing they are sent freight paid. A complaint
does not entitle the customer to hold up payment or on its part toset off the amount to be paid. If BEI Sensors deems the complaint
to be timely made and to be justified, BEI Sensors shall, in the caseof incomplete delivery, supply the deficiency or, in case of incorrect
delivery, repair the "incorrect" goods or replace the same by others,
at BEI Sensors' option, without BEI Sensors being liable for any
claims for damages.
CLAUSE 13: QUALITY STANDARD AND LIMITATION OF
LIABILITY
13.1 Slight imperfections in quality a n d measurements do
notconstitute a breach of contract.
13.2 The customer is assumed to have made sure that goods are fit forthe purpose it wants to use them for. Therefore, BEI Sensors is notliable when the goods do not comply with this purpose.
13.3 BEI Sensors is not responsible for technical or other advice given
by it or for services rendered by it.

13.4 BEI Sensors has no further liability than complying with its
commitments result from CLAUSE 11 (Guarantee) or from CLAUSE 12(Complaints). Excluded are all further liabilities, except those founded on thewillfulness or gross negligence of BEI Sensors itself. So, liability for
willfulness or gross negligence of personnel of BEI Sensors is excluded aswell.
13.5 Should BEI Sensors be held liable for a breach of its contract, its soleand exclusive maximum liability shall in no event exceed the total purchaseprice under the applicable contract less the purchase price for any
product delivered and accepted under this contract prior to the occurrence ofthe breach.
CLAUSE 14: FORCES MAJEURE
In the case BEI Sensors is prevented from performing its obligations
under the agreement by force majeure, BEI Sensors has the right without
judicial intervention to suspend the performance of the agreement or toconsider the agreement terminated in whole or in part, at BEI Sensors’
option, without BEI Sensors being liable for any claims for damages orguarantee. Force majeure in this case must be understood to mean any
circumstances, foreseen as well as unforeseen, as a result of whichobservance of the contract can no longer be reasonably expected by thecustomers including by way of illustration but not limitation. War, sabotage,
rebellion, revolt or other unrest, acts of hostile states, transportation
disturbances, strikes, accidents, fire, explosion, storm and othercatastrophes in nature shortage or workers, shortage of petrol, shortageof raw materials or machines, technical failures, devaluation and inflation,
as well as sudden increases of import duties and revenues and/or taxes anddelayed delivery by suppliers. In such cases BEI Sensors has the right todivide in proportions among its customers the goods that are available.
CLAUSE 15: PATENT INDEMNITY
15.1 BEI Sensors shall hold the customer harmless from indemnify thecustomer for all costs, damages and interests, to which the customer may
be condemned by final and conclusive judgment or which pursuant to asettlement made amicably, may become due as a result of claims of third
parties in connection with the delivery of goods by BEI Sensors to thecustomer.
15.2 This safeguarding is made under the condition that the customer
informs BEI Sensors immediately of the alleged infringement, supplies
BEI Sensors with the originals of all letters and legal documents exchanged
in connection with the infringement and furthermore grants BEI Sensors
power of attorney and authority to have the dispute and court proceedings
possibly resulting therefrom conducted by a lawyer to be appointed by BEI
Sensors in accordance with instruction to be given by BEI Sensors.
15.3 The aforementioned safeguarding is not applicable in the case theinfringement is a result of the fact that the goods have been adapted to
specifications submitted by the customer or is a result of alterations oradditions made by the goods, after delivery by BEI Sensors, or is a result ofother circumstances for which the customer can reasonably be held liable.
15.4 In addition, BEI Sensors is not responsible, if the customer, after it has
been informed of the alleged infringement, continues unless BEI Sensors
has given its permission in writing to do so.
15.5 The aforementioned is the only and exclusive responsibility of BEI
Sensors in connection with infringement of the rights or third parties and
BEI Sensors is in no way further or otherwise responsible to the customer.
CLAUSE 16: NON-WAIVER OF DEFAULT
In the event of any default by the customer, BEI Sensors may decline tomakefurther shipment. If BEI Sensors elects to continue to make shipments,
BEI Sensors’ action shall not constitute a waiver to claim any default by
customer nor in any way affect BEI Sensors’ legal remedies for any suchdefault.
CLAUSE 17: TERMINATION
If the customer does not comply, duly or in time, with any obligation
which might result from an agreement made with BEI Sensors as wellas in the case of bankruptcy, suspension of payment, closing down or
liquidation of the customer's company, he is supposed to be in default by
law and BEI Sensors has the right without giving notice of default andwithout judicial intervention to delay the execution of the agreement or
to terminate the agreement in whole or in part, at BEI Sensors’ option,
without BEI Sensors being liable to any compensation or guarantee, but
regardless of BEI Sensors’ further rights. In these cases, all claims,
which BEI Sensors has against or are due from the customer, are due
immediately and without delay.
CLAUSE 18: ASSIGNMENT
The rights and obligations off the customer by virtue of these terms andconditions cannot be assigned by the customer otherwise than to thesuccessors and assignees of the entire business of the customer. BEI
Sensors shall have the right to assign and transfer all its obligations
and rights under the agreement with the customer to any third party,
upon written communication to the customer.
CLAUSE 19: EVIDENCE
Subject to proof of the contrary, the administrative data and accounting
records of BEI Sensors are final proof in connection with theagreements made by the customer.
CLAUSE 20: APPLICABLE LAW, COMPETENT JUDGE
French law is exclusively applicable to the lega l relations between
BEI Sensors and the customer. The competent Court at Besancon in
France has in first instance exclusive jurisdiction in respect of theruling of disputes between BEI Sensors and the customer. The
applicability of the Vienna purchase pact is expressly excluded.
CLAUSE 21: EXPORT CONTROLIn recognition of U.S. and local (in particular French) export
control laws, buyer hereby agrees that any export license or otherdocumentation will be obtained prior to exportation of any product ortechnical data acquired by the buyer from BEI Sensors. Accordingly,
buyer shall not sell, export, re-export, transfer, divert or otherwise not
to dispose of any such product or technical data directly or indirectly to
any person or firm or country, or countries, in violation of the laws or
regulations of the United States or local laws (in particular Frenchlaws). Furthermore, buyer agrees to notify any person obtaining suchproducts or technical data from the buyer of the need to comply withsuch laws and regulations. Buyer agrees to, at its own expense, securesuch licenses and export and import documents as are necessary to buy
and resell the products. In case an export license is refused, buyer shallnot be entitled to return products or technical data or ask forcompensation.
CLAUSE 22: COMPLIANCE WITH ANTI-CORRUPTION AND
ANTI-BRIBERY LAWS
22.1 Both BEI Sensors and the Customer represents, warrants andundertakes to comply with any anti-corruption and anti-bribery laws orsimilar legislation, codes, rules, policies and regulation applicable to theperformance of its obligations in relation to any order and not takeany action or permit, authorise or tolerate any action in violation of
the anti-corruption and anti-bribery laws.
22.2 For the avoidance of doubt the customer represents and warrants
to BEI Sensors that:
22.2.1 Customer, and to its best knowledge, its partners, officers,
directors, employees, agents and anyone acting on its behalf(collectively, the “Representatives”) are in compliance with allapplicable anti-bribery and anti-corruption laws, including the U.S.
Foreign Corrupt Practices Act and the U.K. Bribery Act 2010
(collectively, the “Anti-Bribery Laws”).
22.2.3 Neither the customer, nor to its best knowledge, any of its
Representatives has, directly or indirectly, offered, paid, or authorised
the giving of money or anything of value to any: (a) Governmental
Official; (b) person or entity; or (c) other person or entity whileknowing or having reason to believe that some portion or all of thepayment or thing of value will be offered, given, or promised, directly
or indirectly, to a Government Official or another person or entity; forthe purpose of: (d) influencing any act or decision of such Government
Official or such person or entity in his/her or its official capacity,
including a decision to do, omit, or fail to do any act in violation of
his/her or its lawful duties or proper performance of functions; or (e)inducing such Government Official or such person or entity to use
his/her or its influence or position with any Government Entity orother person or entity to influence any act or decision; in order toobtain or retain business for, direct business to, or secure an improper
advantage for BEI Sensors or the customer.
22.2.3 Neither the customer, nor to its best knowledge, any of its
Representatives has a personal, business, or other relationship or
association with any Government Official or Close Family Member of
any Government Official who may have responsibility for or oversightof any business activities of the customer, or any of its Subsidiaries,
other than any relationships or associations that have been disclosed inwriting to BEI Sensors.
22.2.4 Neither the customer, nor to its best knowledge, any of its
Representatives is or has been subject to any investigation, inquiry, or
enforcement proceeding by any court, governmental, administrative,
or regulatory body, or customer regarding any violation or alleged
violation of any Ant-Bribery Laws.
22.2.5 The following definitions apply to this clause 22.2:(a) ‘Close Family Member’ means (i) the individual’s spouse; (ii) the
individual’s and the spouse’s grandparents, parents, siblings, children,
nieces, nephews, aunts, uncles, and first cousins; (iii) the spouse ofany persons listed in subcategories (i) and (ii); and (iv) any otherperson who shares the same household with the individual.
(b) ‘Government Entity’ means (i) any national, state, regional, or
local government (including, in each case, any agency, department, or
subdivision of such government); (ii) any political party; (iii) any
entity or business that is owned or controlled by any of those bodies
listed in subcategory (i) or (ii); or (iv) any international organisation,such as the United Nations or the World Bank.
(c) ‘Government Official’ means (i) any director, officer, employee,
agent, or representative (including anyone elected, nominated, or
appointed to be a director, officer, employee, agent, or representative)of any Government Entity, or anyone otherwise acting in an official
capacity on behalf of a Government Entity; (ii) any political party,
political party official, or political party employee; (iii) any candidate
for public or political office; (iv) any royal or ruling family member;or (v) any agent or representative of any of those persons listed in

subcategories (i) through (iv).

CLAUSE 23: COMPLIANCE WITH DATA PROTECTION
From time to time BEI Sensors may transfer data acquired from thecustomer for the purpose of carrying out the performance of this agreementwith any member of its group (which means subsidiaries, ultimate holding
company and its subsidiaries worldwide). The data collected may betransferred to, and stored at, a destination outside the European Economic
Area (“EEA”). It may also be processed by staff operating outside the EEA
who work for BEI Sensors. By the customer submitting data, the customer
agrees to this transfer, storing or processing. BEI Sensors will takereasonable steps necessary to ensure that the customer’s data is treatedsecurely and in accordance with the practices contained in Regulation (EU)2016/679.
CLAUSE 24: COMPLIANCE WITH CALIFORNIA PROPOSITION
65
California’s Proposition 65 (‘Prop 65’), also known as Safe Drinking Water
and Toxic Enforcement Act, is a Right-To-Know law that mandates warninglabels on products sold in California which contain certain chemicals,
including heavy metals, known to the state of California as causing cancer,
birth defects, or other reproductive harm. BEI SENSORS HEREBY PUTS
THE CUSTOMER ON NOTICE THAT THE GOODS MAY CONTAINCHEMICALS KNOWN TO THE STATE OF CALIFORNIA TO CAUSECANCER BIRTH DEFECTS AND OTHER REPRODUCTIVE HARM.
The customer agrees and acknowledges that it is the Customer’s sole andexclusive responsibility to comply with the warning requirements of Prop
65 and implementing regulations. The customer further agrees to label
goods obtained or purchased by the customer, whether for distribution,
resale, use or otherwise, in compliance with Prop 65 and implementing
regulations. The customer agrees to take sole and complete responsibility
for any and all claims, damages, losses and expenses resulting from its
failure to comply with the warning requirements set forth in Prop 65. TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESSBEI SENSORS AND ITS AFFILIATES, AND THEIR OFFICERS,EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS AND
SUCCESSORS FROM ANY AND ALL CLAIMS, COSTS,
PROCEEDINGS, DEMANDS, LOSSES, DAMAGES, AND EXPENSES(INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES ANDLEGAL COSTS) OF ANY KIND OR NATURE, RESULTING FROM ORRELATED TO THE CUSTOMER’S ACTUAL OR ALLEGED FAILURETO COMPLY WITH THE WARNING REQUIREMENTS SET FORTHIN PROP 65. THE CUSTOMER’S ACCEPTANCE OF THE GOODSCONSTITUTES AN EXPRESS ACKNOWLEDGEMENT AND
ACCEPTANCE OF THIS THIS CLAUSE 24.

CLAUSE 25: AFFIRMATIVE ACTION COMPLIANCE
The customer and any of its subcontractors shall abide by therequirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a) as
applicable. These regulations prohibit discrimination against qualified
individuals based on their status as protected veterans or individuals withdisabilities, and prohibit discrimination against all individuals based on
their race, colour, religion, sex, sexual orientation, gender identity or
national origin. Moreover, these regulations require that covered prime
contractors and subcontractors take affirmative action to employ andadvance in employment individuals without regard to race, colour,

religion, sex, sexual orientation, gender identity, national origin,protected veteran status or disability.