Standard Terms of Sale and Delivery for LINAK OY

1. Application

7. Property rights

1.1
All deliveries of products (“Products”) from LINAK OY, Äyritie 24,
FI-01510 VANTAA in Finland (“LINAK”) to any purchaser (“Purchaser”)
shall be governed by these standard terms of sale and 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 toin writing.

7.1 Until LINAK has received full payment for Products delivered,such Products shall remain the property of LINAK even though thePurchaser 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 the Products and their design.
Products may not be copied or given to any third parties with aview 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 communicated with any
third parties without the consent of LINAK.

1.2 The international trade terms specified in “Incoterms 2020”
shall apply between LINAK and the Purchaser.

2. Ordering

2.1 No final agreement concerning sale or delivery shall exist
between LINAK and the Purchaser until LINAK has given its
acceptance as an order confirmation or other explicit written
confirmation.

8.2 If the provision in clause 8.1 is violated, the Purchaser shall pay
LINAK compensation for any loss attributable to unlawful copying;
and all costs incurred in connection with the legal and non-legal
pursuit of LINAK rights.

2.2 If LINAK’s order confirmation does not match the Purchaser’sorder, the Purchaser must complain immediately. Failure to do someans that the Purchaser shall be bound by the content of theorder confirmation.

8.3 In case of a development project should a third party claim
intellectual property rights such as patents, design patents,
copyrights, trademarks and similar rights against LINAK, thePurchaser of the project shall indemnify LINAK all costs such aslegal and court costs and any damages resulting from such claim
provided that the claim is a result of the Purchaser’s specifications
and requirements.

2.3 Quotations, pro forma invoices and othercorrespondence shall not be binding on LINAK.

associated

2.4 No cancellation or alteration of orders is regarded as having
been accepted until LINAK has confirmed such cancellationor alteration in writing. In case of cancellation or alteration thePurchaser shall reimburse LINAK for all reasonable costs incurredin connection with the cancellation or alteration of orders.

9. Embedded Software

9.1 If Products are delivered with embedded software, LINAK
provides the Purchaser with a non-exclusive, software license in
the form of a right to use such software solely for the purposes
set out in applicable Product specification. Aside from this, thePurchaser obtains no rights in form of license, patent, copyright,
trademark or other proprietary right connected with such software.
The Purchaser shall not obtain any rights to software source code
nor shall the Purchaser attempt to access such source code.

3. Terms of delivery

3.1 All deliveries by LINAK shall be FCA Padborg, Denmark(Incoterms 2020), and the Purchaser shall bear all risks in caseof loss, damage or delay during transport. In the absence of any
agreement to the contrary, transport shall be performed using themeans LINAK deems best without any liability for LINAK.

9.2 If Products are delivered with embedded software, thePurchaser shall be responsible for keeping the software up to datefollowing delivery, by installing necessary updates offered by LINAK.

3.2 LINAK undertakes to take appropriate measures to deliveron time. If a delay nevertheless occurs, LINAK shall be entitledto postpone the time of delivery for up to 30 days without thePurchaser being entitled to cancel the order. A late delivery shallnot entitle the Purchaser to claim compensation.

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 bedone without changing the agreed technical specifications.

4. Tax and duty

10.2 LINAK is not liable for absence or misinterpretation of
information in catalogues and other written material drawn up by
LINAK.

4.1 In addition to the purchase price, the Purchaser shall pay any
and all tax, duty or tariffs which may be levied on the Products
well as any necessary expenses connected with the approval of the
Products.

10.3 The Purchaser shall be fully liable for its application, use andoperation of any Product, whether or not such application, use
or operation has been approved by LINAK. It is the responsibilityof the Purchaser to ensure that the Products specified meet theperformance 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
to suspension of the actuator; vibration; load curve; exposure tooutside elements like temperature and moisture; duration andfrequency of use, safety, etc. The suitability of the Products andthe Products performance under such varying conditions canonly 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 applicationand ensuring the suitability when connecting the Purchaser‘s or
third parties’ components to the Products. Products may not inany circumstances be used in aircraft or in connection with nuclear
power of any kind.

5. Prices

5.1 LINAK reserves the right to change prices until a final orderconfirmation has been issued. LINAK also reserves the right tochange the prices of confirmed orders in case of changes in
production costs, salaries/wages, cost of material, sub-supplies,
exchange rates, expenses imposed by public authorities, and theofficial discount rate.

6. Terms of payment

6.1 Payment shall be made no later than at the time of delivery
FCA Padborg, Denmark (Incoterms 2020), unless otherwise
specifically agreed in writing.
6.2 If payment is delayed, LINAK shall be entitled to claim 16%
delayed payment interest on the purchase price, as well as towithhold all future consignments. LINAK shall also be entitled todemand that the Purchaser pays all reasonable costs incurred inconnection with legal or non-legal action taken with the purposeof collecting payment.

10.4 The Purchaser undertakes to apply for all necessary national
or international approvals of any application in which Products areused.

6.3 The Purchaser shall not be entitled to withhold any payments
in respect of alleged claims against LINAK, unless such claims havebeen accepted in writing by LINAK in advance.

11. Complaints

11.1 If the Purchaser wishes to claim that the delivered Products
are defective, the Purchaser must complain immediately to LINAK.

6.4 If the Purchaser fails to take delivery of consignments or partconsignments, which are ready for delivery on the agreed day, thePurchaser shall nonetheless pay for the Products as if delivery hadtaken place, in the absence of any agreement to the contrary.

11.2 The Purchaser shall inspect consignments immediately onreceipt to check for any shortages, defects, errors or any otherdeviations from the contract. If the Purchaser wishes to complain
1(2)14. Limitation of liability

to LINAK, the Purchaser shall submit such complaints to LINAK nolater than 5 days after receipt of the Products if the relevant defects
could have been discovered during the Purchaser’s inspection onreceipt of the delivered Products.
11.3 Any damage or loss occurring during transport shall be of noconcern to LINAK and claims in such circumstances may only bemade against the transport agent concerned.

14.1 LINAK shall not be held responsible nor liable for any special,
indirect, consequential, punitive or exemplary damage or loss,
which might arise 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 ofdata and/or loss of goodwill.

12. Cost-free repairs and replacement

15. Export Control and Sanctions Compliance12.1 At its sole discretion, LINAK agrees to repair, replace or credit
Products that are found to be defective, at time of delivery, due tofaulty manufacture, design and/or defective materials, provided
that Purchaser makes a claim to LINAK within 18 months fromthe date of production as stipulated on the Product label, unlessotherwise agreed (the “Claim Period”). 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.

15.1 Quotes and Order Confirmations under these Terms are
subject to this clause on Export Control and Sanctions Compliance.

12.2 If the Purchaser discovers defects within the Claim Period, thePurchaser shall in writing inform LINAK of such alleged defects andthe Product shall then be sent to LINAK or to any other address
determined and designated by LINAK with freight and insurance
paid by the sender, accompanied by a description of the reason
for such return. If LINAK accepts that the Product is defective and
the Purchaser has complained within the Claim Period, LINAK shalldispatch the Product after replacement or repair free of charge.
LINAK shall reimburse the Purchaser for the freight costs incurredby the Purchaser in sending the defective Product to LINAK’s
place of business, but only if LINAK has approved in writing of themethod of dispatch and the costs incurred prior to the dispatchof Products. If however, LINAK’s analysis shows that the Product is
not defective, LINAK may return the Product to the Purchaser atPurchaser’s cost and risk, and LINAK may charge a fee for the timeand materials used in analysing the allegedly defective Product.

15.3 The Purchaser must prevent third-party violations of theserestrictions, including by resellers of the Products. The Purchaser
must monitor third-party compliance to prevent misconduct.
Violating these terms constitutes a material breach.

15.2 The Purchaser shall comply with applicable export control
and trade sanction laws, regulations, rules, and licenses including
those of the EU and U.S. (“Trade Laws”), and is solely responsible
for legal compliance, including without limitation a prohibition on
direct or indirect use, sales, export, re-export, transfers or otherwise
to entities and territories listed in EU - or U.S. if applicable -Trade
Laws.

15.4 The Purchaser must promptly report any compliance issues to
LINAK and upon LINAK’s request provide compliance information
without undue delay.
15.5 LINAK may cancel or delay orders without liability if restrictedby Trade Laws or if fulfilling the order negatively impacts LINAK. No
legal claims may arise from such cancellation or delay.

16. Protection of personal data

16.1 As a part of handling sales and service requests fromPurchaser, 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. Further information
can be found in LINAK’s Privacy Policy which can be found at www.
linak.com.

12.3 Re-delivery or repair under this clause shall under nocircumstances be performed outside LINAK places of business,
unless otherwise agreed by LINAK. LINAK shall not in any
circumstances remove, replace or remount Products which havebeen incorporated in other non-LINAK products.
12.4 Excluded from cost-free repairs and replacements are
Products delivered with embedded software where claims arise
from(i) combination of Products with any hardware or software not
manufactured or not provided by LINAK;(ii) the Purchaser’s specifications being different from theagreed written specifications;(iii) nonconformity not discovered by LINAK during release andquality 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 thosealternations or modifications made by LINAK or specificallyagreed to by LINAK in writing.

17. Force majeure17.1 LINAK is entitled to cancel orders or suspend delivery of
Products and shall not be liable for any non-delivery, faulty ordelayed delivery, which partly or wholly is caused by circumstances
beyond LINAK’s reasonable control, including, but not limited
to, riots, civil unrest, war terrorism, health emergencies, healthepidemic, 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 or delayed delivery due to suchcircumstances.

12.5 In case of defects in software covered by clause 12.1 , cf. clause
12.4 the Purchaser’s sole remedy and LINAK aggregated liability
shall be limited to LINAK providing and/or replacing any defective
parts in the Products by supplying new software components to
the Purchaser. LINAK shall not be responsible for replacementof Products or part of Products in the Purchaser’s applications,
including but not limited to any kind of field updates.

18. Confidentiality

18.1 The Purchaser shall keep strictly secret and not disclose to any
third party any confidential information received through doing
business with LINAK.

19. Partial Invalidity

12.6 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.

19.1 If one or more of the terms and conditions in these Terms
or any part of a term is deemed invalid, unenforceable, illegal orinoperable, the validity, enforceability, legality or operability of all
further terms and conditions shall not be affected or diminishedthereby.

12.7 Products shall not be subject to clause 12.1 regarding costfree repairs or replacement, if LINAK has determined, in its sole
discretion, that the Purchaser has misused the Products in any
manner, has failed to use the Products in accordance with industry
standards and practices or has failed to use the Products inaccordance with any instructions, if any, provided by LINAK. Further
LINAK accepts no liability for wear and tear nor for Products whichhave been subject to violent treatment or inadequate maintenance.

20. Applicable law and venue for disputes

20.1 Any disagreements or disputes between LINAK and thePurchaser shall be settled by Finnish law without regard to its
conflict of law rules.
20.2 Unless LINAK gives its written consent to a process ofarbitration, which shall then take place in Helsinki, all disputes shallbe settled by legal proceedings at LINAK venue at the Helsinki
District Court.

13. Product liability

13.1 LINAK shall be liable for product liability in accordance withapplicable legislation in this connection but does not assume
liability in any degree beyond that specified by applicablelegislation.

Effective as of May, 2024
LINAK OYÄyritie 24
FI-01510 VANTAA
Phone: +358 10 841 8700
www.linak.fi

13.2 The Purchaser shall indemnify LINAK to the extent that LINAK
is liable vis-à-vis third parties for any damage or loss for which
LINAK is not liable vis-à-vis the Purchaser in accordance with clause
13.1 above.
2(2)