Standard Terms of Sale and Delivery for LINAK® India Pvt Ltd
1. Application

1.1 All deliveries of products (“Products”) from LINAK India Actuator Systems
Private Limited, Town Centre 2, 3rd Floor, Unit 305A, Andheri Kurla Road,
Sakinaka, Andheri (East), MUMBAI – 400059 Maharashtra, India (“LINAK”) to
any purchaser (“Purchaser”) shall be governed by these standard terms of saleand delivery (the “Terms”) to the extent that they are not waived in writing by
LINAK. LINAK’s acceptance of Purchaser’s order is expressly conditioned upon
Purchaser’s acceptance of these Terms and no addition to, or modification
shall be binding on LINAK unless expressly agreed to in writing, none of thePurchaser’s conditions shall apply otherwise.

2. Ordering

2.1 Specifications for the products shall be LINAK’s specifications, except
where specifications are given by the Purchaser and accepted by LINAK in
writing.
2.2 No final agreement concerning sale or delivery shall exist between
LINAK and the Purchaser until LINAK has communicated its acceptance inthe form of an Order Confirmation document or any other explicit written
confirmation.
2.3 Except as otherwise specifically agreed in writing by LINAK as acceptanceof any of the Purchaser’s specifications, LINAK reserves the right to change at
any time the specifications of any product manufactured by LINAK (including
all statements and data appearing in LINAK’s catalogues, data sheets andadvertisements) without notice to the Purchaser.
2.4 If there are any discrepancies between LINAK’s order confirmationand the Purchaser’s order, the Purchaser shall communicate the same with48 hours Failure to do so means that the Purchaser shall be bound by thecontents of LINAK’s Order Confirmation.
2.5 After the Order Confirmation is communicated by LINAK to the Purchaser
any quotations, pro forma invoices, and other associated correspondence
shall not be binding on LINAK.
2.6 No cancellation or alteration of orders is regarded as having been
accepted until LINAK has confirmed such cancellation or alteration in writing.
In case of cancellation or alteration, the Purchaser shall reimburse LINAK
for all reasonable costs incurred in connection with such cancellation oralteration of orders.

3. Prices

3.1 LINAK reserves the right to change prices until a final order confirmation
has been issued. LINAK also reserves the right to change the prices ofconfirmed orders in case of changes in production costs, salaries/wages,
cost of material, sub-supplies, exchange rates, expenses imposed by publicauthorities, and the official discount rate.

4. Tax and duty

4.1 In addition to the purchase price as mentioned in the final Order
Confirmation, the Purchaser shall pay any and all tax, duty or tariffs which
may be levied on the Products.
4.2 LINAK shall raise an invoice on the Purchaser for the price of the products
along with the applicable Goods and Services Tax (“GST”), duties, cess, and anyother similar levies as applicable to such supply.
4.3 The Purchaser shall also reimburse LINAK for any additional costs
incurred by LINAK in connection with the supply of these Products along withany tax, duty, cess, and any other similar levies as applicable.
4.4 The Purchaser shall inform LINAK of any type of special tax or duty
exemption available to the Purchaser. The Purchaser shall make available to
LINAK all such information and documentation under this clause prior to theorder placement in order to enable LINAK to raise a valid invoice as per theapplicable laws.

5. Terms of payment

5.1 Payment shall be made no later than at the time of delivery EXW (Taloja,
Maharashtra INCOTERMS 2020), unless otherwise specifically agreed inwriting.
5.2 If any payments are delayed, LINAK shall be entitled to claim 2% intereston the purchase price per month or part of a month, as well as to withhold
all future consignments. LINAK shall also be entitled to demand that thePurchaser pays all reasonable costs incurred in connection with any action
undertaken to secure such payments. This shall be in addition to, and notin limitation of, any other rights or remedies to which LINAK is or may beentitled to in law or in equity.
5.3 The Purchaser shall not be entitled to withhold any payments in respectof alleged claims against LINAK, unless such claims have been accepted inwriting by LINAK in advance.
5.4 If the Purchaser fails to take delivery of consignments or partconsignments, which are ready for delivery on the agreed day, the Purchaser
shall nonetheless pay for the Products as if delivery had taken place, in theabsence of any agreement to the contrary.

6. Terms of delivery

6.1 Unless otherwise agreed in writing by LINAK, all deliveries by LINAK shallbe Ex-Works (Taloja, Maharashtra) (INCOTERMS® 2020), and the Purchaser

shall bear all risks in case of loss, damage, or delay during transport from theinstant the Products have been handed over to the transport agent or as soon
as the Products have been removed from LINAK’s or its agent’s warehouse orsimilar establishment. These conditions are applicable even in cases where
LINAK has agreed to bear any part of the transportation costs.
6.2 If agreed to in writing, LINAK may deliver in FCA (Taloja, Maharashtra)(INCOTERMS® 2020).
6.3 In the absence of any agreement to the contrary, transport shall be
performed using the means LINAK deems best without any liability for LINAK.
6.4 LINAK undertakes to take appropriate measures to deliver on time. If adelay nevertheless occurs, LINAK shall be entitled to postpone the time ofdelivery for up to 30 days without the Purchaser being entitled to cancel theorder. A late delivery shall not entitle the Purchaser to claim compensation.

7. Retention of Title and Lien over the Products

7.1 Until LINAK has received full payment for Products delivered, such
Products shall remain the property of LINAK even though the Purchaser has
started to use or process the Products or started incorporating the Products
in its own application.

8. Intellectual property rights

8.1 LINAK reserves all rights to Products and their design. Products may not
be copied or given to any third parties with a view to copying the Products. All
drawings and descriptions sent to the Purchaser shall remain the property of
LINAK, and may not be copied, transferred or in any other way communicatedwith any third parties without the consent of LINAK.
8.2 If the provision in clause 8.1 is violated, the Purchaser shall compensate
LINAK for any loss attributable to unlawful copying; and all costs incurred inconnection with the pursuit of securing LINAK’s rights and interests.
8.3 In case of a development project should a third party claim intellectual
property rights such as patents, design patents, copyrights, trademarks andsimilar rights against LINAK, the Purchaser of the products shall indemnify
LINAK all costs such as legal and court costs and any damages resulting fromsuch claim provided that the claim is a result of the Purchaser’s specifications
and requirements.

9. Embedded Software
9.1

LINAK or LINAK’s licensors are the owners of all rights with respect
to any software embedded in its products. There is no transfer of any right ofownership under these Terms.
9.2 If Products are delivered with embedded software, LINAK provides
the Purchaser with a non-exclusive, software license in the form of a ‘rightto use’ such software solely for the purposes set out in applicable Productspecification. Aside from this, the Purchaser obtains no rights in form oflicense, patent, copyright, trademark or other proprietary right connectedwith such software. The Purchaser shall not obtain any rights to software
source code nor shall the Purchaser attempt to access such source code.
transfer of any right of ownership under these Terms.
9.3 The Purchaser shall not copy, modify, translate, reverse engineer, or
decompile the software embedded in the Products.
9.4 If Products are delivered with embedded software, the Purchaser shallbe responsible for keeping the software up to date following delivery, by
installing necessary updates offered by LINAK.

10. Technical changes and approval

10.1 LINAK reserves the right to make technical and other changes in
Products including ordered Products without notice if it can be done withoutchanging the agreed technical specifications.
10.2 LINAK is not liable for absence or misinterpretation of information in
catalogues and other written material drawn up by LINAK.
10.3 The Purchaser shall be fully liable for its application, use and operationof any Product, whether or not such application, use or operation has been
approved by LINAK. It is the responsibility of the Purchaser to ensure that theProducts specified meet the performance criteria defined by the Purchaser
for their application. LINAK cannot assess the impact of all the conditions
under which the Products shall be operated. This includes but is not limited tosuspension of the actuator; vibration; load curve; exposure to outside elements
like temperature and moisture; duration and frequency of use, safety, etc. The
suitability of the Products and the Products performance under such varying
conditions can only be verified by testing and the responsibility for this testingand validation lies solely with the Purchaser. This includes but is not limited
to testing the Products in the Purchaser’s application and ensuring thesuitability when connecting the Purchaser or third parties’ components to
the Products. Products may not in any circumstances be used in aircraft or inconnection with nuclear power of any kind.
10.4 The Purchaser undertakes to apply for all necessary national orinternational approvals of any application in which Products are used.

11. Complaints

11.1 The Purchaser shall inspect consignments immediately upon delivery
to check for any shortages, defects, errors, or any other deviations from thespecifications as agreed in the Order Confirmation. If the relevant defects
could have been discovered during the Purchaser’s inspection on receipt

of the delivered Products and the Purchaser wishes to raise a complaint
with regard to any error or defect to LINAK, the Purchaser shall submit suchcomplaints to LINAK no later than 5 days after receipt of the Products.
11.2 Defects of part of the delivery shall not entitle the Purchaser to makeclaims in relation to the entire commodities within the delivery.
11.3 Any complaints or claims in relation to hidden defects which are difficult
to discover during the course of customary examination upon receipt of the
Products shall be addressed directly to LINAK.
11.4 LINAK shall not be held liable for any damage or loss occurring duringtransport and claims under such circumstances may only be made against
the transport agent concerned.

12. Cost-free repairs and replacement

12.1 LINAK agrees to repair, replace, or credit Products that are found to
be defective, at time of delivery, due to faulty manufacture, design and/or
defective materials, provided that Purchaser makes a claim to LINAK within 18
months from the date of production as stipulated on the Product label, unlessotherwise agreed (the “Claim Period”). Cost free repair and replacement under
this clause shall be extendable only to defects that were discovered during
use of the Products and shall not extend to defects that could have beenreasonably identified at the time of delivery. It shall be LINAK’s sole discretion
to consider the nature of defect, extent of LINAK’s liability, and extend cost
free repair and replacement under this clause.
12.2 If batteries are provided by LINAK as a part of a Product, the Claim Period
for such batteries pursuant to this clause shall be 12 months from production
as stipulated on the Product label.
12.3 If Purchaser discovers defects within the Claim Period, the Purchaser
shall in writing inform LINAK of such alleged defects and the Product shallthen be sent to LINAK or to any other address determined and designatedby LINAK with freight and insurance paid by the sender, accompanied by adescription of the reason for such return. If LINAK accepts that the Productis defective and the Purchaser has complained within the Claim Period,
LINAK shall dispatch the Product after replacement or repair free of charge.
LINAK shall reimburse the Purchaser for the freight costs incurred by the
Purchaser in sending the defective Product to LINAK’s place of business,but only if LINAK has approved in writing of the method of dispatch and thecosts incurred prior to the dispatch of Products. If however, LINAK’s analysis
shows that the Product is not defective, LINAK may return the Product to thePurchaser at Purchaser’s cost and risk, and LINAK may charge a fee for thetime and materials used in analysing the allegedly defective Product.
12.4 Re-delivery or repair under this clause shall under no circumstances
be performed outside LINAK places of business, unless otherwise agreed
by LINAK. LINAK shall not in any circumstances remove, replace or remount
Products which have been incorporated in other non-Products.
12.5 Excluded from cost-free repairs and replacements are Products
delivered with embedded software where claims arise from (i) combinationof Products with any hardware or software not manufactured or not provided
by LINAK; (ii) the Purchaser’s specifications being different from the agreed
written specifications; (iii) nonconformity not discovered by LINAK during
release and quality testing nor by Purchaser during Purchaser’s quality
testing and approval; (iv) failure to update such software as necessary; and(v) any alteration or modification to Products, except those alternations ormodifications made by LINAK or specifically agreed to by LINAK in writing.
12.6 In case of defects in software covered by clause 12.1, cf. clause 12.5 thePurchaser’s sole remedy and LINAK aggregated liability shall be limited to
LINAK providing and/or replacing any defective parts in the Products bysupplying new software components to the Purchaser. LINAK shall not be
responsible for replacement of Products or part of Products in the Purchaser’s
applications, including but not limited to any kind of field updates.
12.7 Unless otherwise expressly stated in these Terms, Products are supplied“AS IS”, “WHERE IS” and “WITH ALL FAULTS”, LINAK does not extend any
warranty, written, expressed nor implied for implied merchantability or fitness
for particular purpose.
12.8 Products shall not be subject to clause 12.4 regarding cost-free repairs
or replacement, if LINAK has determined, in its sole discretion, that thePurchaser has misused the Products in any manner, has failed to use theProducts in accordance with industry standards and practices or has failed
to use the Products in accordance with any instructions, if any, provided
by LINAK. This right to cost-free repairs or replacement does not cover any
defects or damage to the products which are due to improper installation or
maintenance, misuse, or neglect.
12.9 LINAK accepts no liability for wear and tear nor for Products which havebeen subject to violent treatment or inadequate maintenance.
12.10 LINAK shall not extend such cost-free repair as defined in Clause 12.1 and12.3 if the total price for the Products has not been paid payment.
12.11 LINAK’s segment specific terms of warranty as available on LINAK’s
Website (“LINAK’s Warranty Papers”) shall be applicable to the Products
herein. In case of any conflict between these Terms and LINAK’s Warranty
Papers, it is hereby agreed that LINAK’s Warranty Papers shall prevail.

13. Product liability

13.1 LINAK shall be liable for product liability in accordance with applicablelegislation in this connection but does not assume liability in any degree
beyond that specified by applicable legislation.
13.2 The Purchaser shall indemnify LINAK to the extent that LINAK is liablevis-à-vis third parties for any damage or loss for which LINAK is not liable visà-vis the Purchaser in accordance with clause 13.1 above.

14. Limitation of liability

14.1 LINAK shall neither be held responsible nor liable for any special,
indirect, consequential, punitive, or exemplary damage or loss, which mightarise out faulty Products, delay in the delivery of Products, product liability,
recall or otherwise, irrespective of cause, including but not limited to, loss of
production, loss of profit, loss of data and/or loss of goodwill.

15. Services and consultancy work

15.1 LINAK may from time to time provide the Purchaser with certain
services or consultancy work related to the Products or to development ofspecific Products (“Services”). LINAK will, as applicable, invoice Services on atime and material basis, unless otherwise agreed in writing between LINAK
and the Purchaser.
15.2 LINAK will strive to provide any Services in a correct and professionalmanner. Services are provided to the Purchaser “as is” and LINAK will neither
provide any warranty nor accept any liability or responsibility for a certain
purpose or suitability. Therefore, the Purchaser will not be entitled to any
cost-free repair or replacement pursuant to clause 12 above arising from such
Services.
15.3 LINAK will deliver services in a manner and at a time agreed between
LINAK and the Purchaser in writing. The Purchaser shall pay all tax, duty or
custom duty which may be levied on such Services.
15.4 Any Services provided to the Purchaser or outcome of such Services shallbe subject to clause 8 above regarding intellectual property rights.

16. Export Control

16.1 The Purchaser acknowledges that LINAK is required to comply withapplicable export/import laws and regulations relating to the sale, export,
import, transfer, assignment, disposal, and use of the Products. The Purchaser
agrees that Products will not at any time directly or indirectly be used,
exported, re-exported, imported, sold, transferred, assigned, or otherwise
disposed of in a manner which will result in non-compliance with any export/
import laws and regulations.

17. Protection of personal data

17.1 As a part of handling sales and Service requests from Purchaser,
LINAK shall process contact and invoice data. Any personal data LINAK may
process may be shared with other LINAK group companies. Personal data
will not be shared with any third parties other than data processors who
process data on behalf of LINAK based on a data processor agreement.
These Terms are an extension of LINAK’s Privacy Policy which can be found at
www.LINAK.in

18. Force majeure18.1 LINAK is entitled to cancel orders or suspend delivery of Products andshall not be liable for any non-delivery, faulty or delayed delivery, which
partly or wholly is caused by circumstances beyond LINAK’s reasonable
control, including, but not limited to, riots, civil unrest, war terrorism, healthemergencies, health epidemic, fire, insurrection, requisition, seizure, embargo
or defects or delays in deliveries by sub-suppliers, strikes, lockouts, slowdowns,
lack of transportation, scarcity of materials, and insufficient supplies of energy.
Any of Purchaser’s contractual rights are suspended or become void in any
such circumstances referred to in this Clause. Purchaser is not entitled to
any kind of damages or to make claim whatsoever in case of cancellation ordelayed delivery due to such circumstances.

19. Partial Invalidity

19.1 The Purchaser shall keep strictly secret and not disclose to any third party
any confidential information received through doing business with LINAK.
19.2 Confidential Information under this clause includes, but is not limited
to, any specification, sales literature, quotation, and other such similar
information.

20. Severability

20.1 If one or more of the terms and conditions in these Terms, or theapplication of any clause to any party or circumstance is deemed invalid,
unenforceable, illegal in any respect or inoperable, the validity, enforceability,
legality or operability of all further terms and conditions shall not be affected
or diminished thereby, and the application of the clauses to other parties andcircumstances shall remain valid and in full force and effect.

21. Applicable law and venue for disputes

21.1 Any disagreements or disputes between LINAK and the Purchaser shallbe settled by the laws of India without regard to its conflict of law rules.
21.2 Unless LINAK gives its written consent to a process of arbitration,
which shall then take place in Mumbai, all disputes shall be settled by legal
proceedings at the courts in Mumbai.
Effective as of 1 June 2023.

LINAK Actuator Systems Private Limited
Town Centre 2, 3rd Floor, Unit 305A,
Andheri Kurla Road, Sakinaka
Andheri (East), MUMBAI – 400059 Maharashtra, INDIA
Tel: +91 120 4531797 Fax: +91 120 4158863
Email: info@LINAK.in
www.LINAK.in, www.LINAK.com