GENERAL TERMS AND CONDITIONS OF SALE
1. Sales Agreement. The sale of products and services(“Products”) by Stresstech Oy (“Stresstech”) is governedby these terms and conditions (“Terms and Conditions”).
Stresstech’s offer to sell Products to the buyer (“Buyer”) isexpressly conditioned upon Buyer’s acceptance of theseTerms and Conditions, as evidenced by (i) Buyer’s issuanceof an Order (as defined below) for Products, (ii) Buyer’s
acceptance of any Products under an Order, or (iii) Buyer’s
payment for any Products under an Order. These Terms andConditions apply to the exclusion of any other terms thatthe Buyer seeks to impose or incorporate or which could
be implied by trade, custom, practice or course of dealing.
Any terms included on any Order, acknowledgment form orother documents issued by or on behalf of Buyer shall not
apply and are hereby voided, except to the extent that any
such terms are expressly agreed to in writing by Stresstech.
Any offers to sell Products by Stresstech must be in writing
to be valid, and all such offers shall be valid for thirty (30)days from the date of issuance, unless otherwise set forthin such offer. Offers shall be deemed accepted only uponStresstech’s receipt of Buyer’s written acceptance of suchoffer (an “Order”), provided that Stresstech receives such
Order prior to the offer’s expiration date. Stresstech shall not
be liable for any errors or miscalculations in Buyer’s Orders.
Buyer may not cancel an Order without Stresstech’s priorwritten approval and such approval shall be at Stresstech’ssole discretion. In the event Stresstech agrees to permit
Buyer to cancel an Order, Buyer will pay Stresstech, as acancellation fee, all direct costs attributable to the cancellation
plus fifteen percent (15%). Subject to the warranty set
forth herein, Products purchased under these Terms andConditions are not returnable or refundable.
2. Prices. All prices exclude (and Buyer shall be solely
responsible for) costs of packing, loading, shipping, delivery,insurance, payment fees, installation and commissioning.
Prices do not include any fees, taxes or duties relating to
the shipment and delivery of the Products, including without
limitations value-added tax (VAT), duty, import and export
tariffs and other forms of taxes and excise duties in Finland
and/or the recipient country.
3. Payment. Payment shall be due on the date indicated in
Stresstech’s invoice. For late payments, Stresstech may, atits sole discretion, charge interest at the market rate in force
in the Finland accruing from the date the payment was due
until such payment is made in full together with such interest.
The market rate of interest shall be eight percent (8%) above
the interest rate set by the Bank of Finland. Buyer may notwithhold or set off any payment under any circumstances,including as a consequence of any counterclaims of Buyer.
4. Delivery. The estimated date of delivery shall be statedin Stresstech’s Order Acknowledgment to Buyer, andStresstech will use commercially reasonable efforts to deliver

the Products within the estimated time. However, Buyer
expressly acknowledges and agrees that delivery dates areestimates only and that the time of delivery is not “of theessence;” Stresstech does not guarantee delivery on or by
any estimated delivery date. In no event shall Stresstech
be liable to Buyer for any costs, fees, penalties or pricereductions as a result of any failure to deliver the Product(s)in accordance with any estimated delivery dates. Partial
deliveries and partial invoicing by Stresstech are permitted
unless otherwise agreed upon in writing by the parties.
Delivery shall be made Ex Works (EXW Incoterms 2010),
Stresstech’s shipping point. Unless otherwise agreed upon by
the parties in writing, Buyer shall arrange for transportation andtransport insurance. If Buyer fails to arrange for transportation,
Stresstech will choose a method of transportation that it
deems appropriate; however, Stresstech does not represent
or guarantee it will select the most economical or reliable
method of transportation, and Stresstech shall not be held
liable for any costs, damages or delays associated withsaid transportation. In all cases, Buyer is solely responsible
for all expenses involved in the shipment and delivery of
the Products (including without limitation loading, freight,shipping, insurance, forwarding and handling charges).
5. Factory Acceptance Test. Where Stresstech is modifying
or manufacturing Products to Buyer’s specifications,
Stresstech will, at the option/request of Buyer, perform afactory acceptance test (FAT) to ensure that the Products
conform to Buyer’s specifications. The FAT will occur atStresstech’s facilities prior to delivery; Buyer may attend
and observe the FAT at Buyer’s sole costs and expense as
well as any other charges imposed by Stresstech, such asa daily allowance or hosting fee. Both Stresstech and Buyer
will sign off on the successful completion of the FAT, uponwhich Buyer shall waive the right to claim that the Products
do not conform to Buyer’s specifications. Upon completionof the FAT, Stresstech will prepare the Products for delivery.
6. Title Transfer/Risk of Loss. Risk of loss to the Products
shall pass to Buyer upon placement of the Products witha transport agent. Title to the Products shall pass to Buyer
upon Buyer providing payment, in full, to Stresstech.
7. Use of Products. Buyer acknowledges and agrees that theProducts must be used and maintained in accordance withall instructions provided by Stresstech and, where stated,
Products must be operated only by personnel who havereceived the appropriate training. Any Stresstech Productsthat are to be connected to an electrical supply must beoperated only by appropriately trained and qualified personnel
and must not be made available to any personnel without
the proper training and qualifications. Stresstech shall not
be liable for any damages resulting from any interferencewith the operation or use of the Products due to Buyer’senvironmental conditions, including, but not limited to,ambient temperature and humidity, cleanliness of the facility

or surrounding environment, or electromagnetic interference.
Stresstech shall further not be liable for any consequential
damages resulting from inaccurate measurement results.
Buyer shall indemnify and hold harmless Stresstech andits group companies from any injury or damage to personor property as a result of Buyer’s (including its employees’,agents’ and customers’) improper use or maintenance of theProducts.
8. Drawings, Descriptive Documents. Stresstech reserves
the right to alter measurements and dimensions as wellas the design and description of any Products. All data
included in catalogues, prospects, circulars, advertisements,
illustrated matter, price lists and on the company’s website
are approximate and shall not be binding unless otherwise
agreed upon in writing by the parties. Drawings, descriptive
documents, parts lists and other documentation provided
or made available to Buyer by Stresstech is Confidential
Information and is subject to the restrictions and obligations
outlined in the Confidential Information section contained inthese Terms and Conditions.
9. Intellectual Property Rights. Notwithstanding that title to theProducts may pass to Buyer, Stresstech and/or its groupcompanies shall remain the exclusive owner of all intellectual
property rights of whatever nature including, without limitation,
copyrights, patents, patentable inventions, know-how, tradesecrets, trademarks and design rights (whether registered,registrable or otherwise) embodied in or otherwise relating
to the Products (including any software contained therein).
Unless otherwise expressly agreed in writing by Stresstech,
all rights (including all intellectual property rights) in andto any customizations, modifications or enhancements
made by Stresstech to the Products or the software andany design or development work undertaken by Stresstech,whether for or on behalf of Buyer, shall be the exclusive
property of Stresstech and/or its group companies. Other
than as permitted by applicable law, Buyer shall not reverse
engineer, decompile or disassemble the Products or any part
thereof. Buyer shall not remove any proprietary notices and/or branding contained in or otherwise affixed to the Products.
To the extent software is either incorporated into the Products
or purchased separately, Buyer shall not copy said softwareother than as is necessary for back-up copies. Buyer shallnot license or assign any rights in the software. Stresstech
grants to Buyer a limited, non-exclusive license to use thesoftware provided with the Products solely for the purposeof operating the Products in accordance with Stresstech’swritten documentation.
10. Confidentiality. Confidential Information means any and all
information disclosed by Stresstech to Buyer whether or not
such information is marked confidential, including information
relating to the matters which are the subject of these Terms andConditions and all other information regarding Stresstech’sand its group companies’ past, present or future research,technology, know-how, ideas, concepts, designs, inventions(whether patentable or not), products, markets, computer
programs, prototypes, processes, machines, manufacture,compositions of matter, business plans and operations,
technical information, drawings, schematics, specifications,and the like (“Confidential Information”).
Confidential Information shall not include information whichis: (a) at the time of disclosure, or thereafter becomes, a partof the public domain through no act or omission by Buyer or
its representatives; (b) lawfully in the possession of Buyer
prior to disclosure by or on behalf of Stresstech as shown by
Buyer’s written records; (c) lawfully disclosed to Buyer by athird party which did not acquire the same under an obligationof confidentiality from or through Stresstech as shown bywritten records; or (d) independently developed by Buyer
without use of, or reference to, Confidential Information asshown by Buyer’s written records.
Buyer shall not, without the prior written consent of Stresstech,disclose any of Confidential Information to anyone for any
reason at any time or use any of Confidential Information
for any purpose except for the exercise of its rights andperformance of its obligations under these Terms andConditions.
11. Warranty. For a period of one (1) year following the date ofdelivery, and subject to the other provisions of this Warranty
Section, Stresstech warrants that all new Products thatare both (a) manufactured by Stresstech and/or its groupcompanies and (b) purchased directly from Stresstech (or an
authorized distributor of Stresstech) shall be free of material
defects in materials and workmanship. Buyer’s sole andexclusive remedy, and Stresstech’s sole and exclusive
obligation, in the event of any product defect, shall be forStresstech to, at its option, repair or replace such Products
free of charge. In no event shall Stresstech be liable forordinary wear and tear.
In order to get the benefit of the foregoing warranty, Buyer
must examine the delivered Products immediately uponreceipt thereof and report to Stresstech, in writing, any visible
defects within ten (10) working days of such receipt. Any
defects that are not reasonably detected through visible
inspection must be reported to Stresstech, in writing, withinten (10) working days after discovery of such defect. Buyer’s
failure to report defects within the foregoing time periods will
be deemed an unqualified waiver of any and all of Buyer’s
rights to warranty claims.
Stresstech does not provide any warranty for third party
parts, components or products that are not manufactured byStresstech or its group companies. Such parts, components
or products may be warranted by third parties on a “passthrough” basis. The foregoing remedies shall not apply
to any product failure caused in whole or in part by (i)Buyer’s failure to operate, maintain or service the Products

in accordance with Stresstech’s documentation, (ii) any
alteration, modification or repair made to the Products otherthan by Stresstech, or (iii) use of the Products for a purpose
other than that for which it is intended.
Buyer shall not ship Products back to Stresstech for any reason
without Stresstech’s prior written consent. Notwithstanding
such consent, Stresstech reserves the right to inspect theProducts at its facility and to refuse, at its sole discretion, toaccept the return of any item if Stresstech determines that theProducts’ warranty is not applicable for the reasons set forth
above. Any defective Products or parts forwarded by Buyer toStresstech for repairs or replacement, shall be carriage paidand at Buyer’s risk. Buyer must clearly indicate the natureof the defect or shortcoming. The remedy obligations of thisWarranty Section shall apply to any replacement Products orparts only for the same duration of time as for the replaced
Products or parts.
THE FOREGOING EXPRESS WARRANTY EXTENDS ONLY
TO THE ORIGINAL CUSTOMER OF STRESSTECH OR
STRESSTECH’S AUTHORIZED DISTRIBUTOR, AS THE
CASE MAY BE. THE CORRECTION OF ANY DEFECT IN, OR
FAILURE OF, PRODUCTS BY REPAIR OR REPLACEMENT
IN ACCORDANCE WITH STRESSTECH’S POLICIESDESCRIBED HEREIN SHALL BE STRESSTECH’S SOLEAND EXCLUSIVE OBLIGATION AND THE SOLE ANDEXCLUSIVE REMEDY OF BUYER FOR ANY AND ALLLOSSES, DELAYS OR DAMAGES RESULTING FROM THEPURCHASE OR USE OF STRESSTECH’S PRODUCTS.
OTHER THAN THE LIMITED WARRANTY SPECIFICALLYSTATED HEREIN, STRESSTECH SPECIFICALLYDISCLAIMS ANY AND ALL OTHER WARRANTIES WITHRESPECT TO STRESSTECH’S PRODUCTS, INCLUDINGTHE PERFORMANCE THEREOF AND ANY SERVICESPROVIDED TO BUYER, EITHER EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, ANY WARRANTYARISING FROM A COURSE OF DEALING OR USAGE
OF TRADE, NONINFRINGEMENT AND ANY IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE OR USE.
12. Limitation of Liability. To the extent permitted by law, Stresstech
shall not be liable whether in contract, breach of statutory
duty or otherwise for any special, incidental, consequential orindirect damages or for loss of goodwill or business profits,
lost revenue, work stoppage, computer failure or malfunction,or for any and all other exemplary or punitive damages arisinghereunder or from the use of Products, including, without
limitation, any such loss or damage relating to personal injury
or property damage, even if Stresstech has been advised or
was aware of the possibility of such loss or damages, except
in the case of gross negligence or willful misconduct, or forany matter in which it would be unlawful for Stresstech toexclude or restrict its liability, Stresstech ‘s total aggregate
liability to Buyer for any and all other damages, losses orliabilities arising hereunder or from the Products, whether

in contract, breach of statutory duty or otherwise, shall not
exceed the amounts actually received by Stresstech fromBuyer with respect to the Products giving rise to the liability.
Buyer shall indemnify Stresstech and its group companies
for any liability arising from Buyer’s (including its employees’
and agents’) use of the Products sold (directly or indirectly)
by Stresstech.
13. Export Control. Regardless of any disclosure made by Buyerof any ultimate destination of the Products, Buyer will not,directly or indirectly, export, re-export or re-sell any Products,or system incorporating such Products, to any unauthorizedend user. An “unauthorized end user” includes, without
limitation: (1) any person or entity for which an authorization toexport or transfer the product is required by any governmental
body of competent jurisdiction but which authorization has
not been obtained; (2) any person or entity located in Cuba,
Iran, North Korea, Sudan, Syria or the Crimea region; (3) thegovernments and government agencies of these countries,
wherever they may be located; (4) any person or entity on
the OFAC Specially Designated Nationals list; and (5) any
person or entity that Buyer knows, or has reason to know,that such person or entity will export or transfer Products toany of the foregoing persons or entities or use the Products inthe development of nuclear, biological or chemical weapons,or unmanned aerial vehicles. Buyer shall cooperate fully
with Stresstech in any official or unofficial audit or inspection
related to any applicable export or import control laws or
regulations and shall indemnify, defend and hold Stresstech
harmless from any violation of this Export Control section
by Buyer, its employees, agents, consultants or customers.
14. Force Majeure. Stresstech shall not be liable for failure toperform or for delay in performance due to fire, flood, strike,or other labor difficulty, act of God, act of any governmental
authority, riot, embargo, fuel or energy shortage, wrecks ordelays in transportation, inability to obtain necessary labor,materials or manufacturing facilities from usual sources, ordue to any cause beyond Stresstech’s reasonable control.
In the event of a delay in performance due to any suchcause, the estimated date of delivery or time for completion ofperformance will be extended by a period of time reasonably
necessary to overcome the effect of such delay. If Stresstech
reasonably determines that any such delay in performanceis likely to extend for a period of ninety (90) days or more,Stresstech shall have the right to cancel the applicable order
upon notice to Buyer with no liability or further obligation toBuyer with respect to such order.
15. Governing Law/Venue. These Terms and Conditions andany dispute or claim arising hereunder shall be governedby laws of Finland and the parties irrevocably submit to theexclusive jurisdiction of the District Court of Helsinki.
16. Other Agreements. These Terms and Conditions shall apply toall sales by Stresstech and may only be modified or amended
in writing and executed by a Director of Stresstech.

17. Assignment and Subcontracting. Stresstech may at any timeassign, transfer, charge, subcontract or deal in any othermanner with all or any of its rights or obligations under theseTerms and Conditions. Buyer may not assign, transfer, charge,
subcontract or deal in any other manner with all or any ofits rights or obligations under these Terms and Conditionswithout the prior written consent of Stresstech.
18. Severability. If any court or competent authority finds thatany provision of these Terms and Conditions (or part of anyprovision) is invalid, illegal or unenforceable, that provisionor part-provision shall, to the extent required, be deemed
to be deleted, and the validity and enforceability of theremaining provisions of these Terms and Conditions shallnot be affected.
19. Waiver. A waiver of any right or remedy under these Termsand Conditions is only effective if given in writing and shallnot be deemed a waiver of any subsequent breach or default.
No failure or delay by a party to exercise any right or remedy
provided under these Terms and Conditions or by law shallconstitute a waiver of that or any other right or remedy, norshall it preclude or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of suchright or remedy shall preclude or restrict the further exerciseof that or any other right or remedy.
20. Entire Agreement. These Terms and Conditions, Stresstech’s
offer and the Order (excluding any terms submitted by Buyer
with the Order) constitute the entire agreement between theparties with respect to the subject matter hereof and shallsupersede all previous representations, agreements andother communications between the parties, both oral andwritten.