Standard Terms of Sale and Delivery for LINAK® A/S

1. Application

8. Intellectual property rights

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

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.

1.1 All deliveries of products (“Products”) from LINAK A/S, Smedevænget 8, DK-6430 Nordborg, Denmark (“LINAK”) to any purchaser(“Purchaser”) shall be governed by these standard terms of sale anddelivery (the “Terms”) to the extent that they are not waived in writingby 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.

8.1 LINAK reserves all rights to the Products and their design. Products may not be copied or given to any third parties with a view tocopying 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.

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, the Purchaser of the project shall indemnify LINAK all costs such as legal and court costs andany damages resulting from such claim provided that the claim is a
result of the Purchaser’s specifications and requirements.

2. Ordering

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

9. Embedded Software

9.1 If Products are delivered with embedded software, LINAK provides the Purchaser with a non-exclusive, software license in the formof a right to use such software solely for the purposes set out in applicable Product specification. Aside from this, the Purchaser obtains
no rights in form of license, patent, copyright, trademark or otherproprietary right connected with such software. The Purchaser shallnot obtain any rights to software source code nor shall the Purchaser
attempt to access such source code.

2.3 Quotations, pro forma invoices and other associated correspondence shall not be binding on LINAK.
2.4 No cancellation or alteration of orders is regarded as having been
accepted until LINAK has confirmed such cancellation or alteration inwriting. In case of cancellation or alteration the Purchaser shall reimburse LINAK for all reasonable costs incurred in connection with thecancellation or alteration of orders.

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

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 case of loss, damage or delay during transport. In the absence of any agreement to thecontrary, transport shall be performed using the means LINAK deems
best without any liability for 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
without changing the agreed technical specifications.

3.2 LINAK undertakes to take appropriate measures to deliver ontime. If a delay nevertheless occurs, LINAK shall be entitled to postpone the time of delivery for up to 30 days without the Purchaser being entitled to cancel the order. A late delivery shall not entitle thePurchaser to claim compensation.

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 operation of 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 the agreed technical specifications 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 tosuspension of the actuator; vibration; load curve; exposure to outsideelements like temperature and moisture; duration and frequency ofuse, 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 testing and validation lies solely with
the Purchaser. This includes but is not limited to testing the Productsin the Purchaser’s application and ensuring the suitability when connecting the Purchaser‘s or third parties’ components to the Products.
Products may not in any circumstances be used in aircraft or in connection with nuclear power of any kind.

4. Tax and duty

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

5. Prices

5.1 LINAK reserves the right to change prices until a final order confirmation has been issued. LINAK also reserves the right to change theprices 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 the official 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 specificallyagreed in writing.

10.4 The Purchaser undertakes to apply for all necessary national orinternational approvals of any application in which Products are used.

6.2 If payment is 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 demandthat the Purchaser pays all reasonable costs incurred in connection
with legal or non-legal action taken with the purpose of collecting
payment.

11. Complaints

11.1 If the Purchaser wishes to claim that the delivered Products are
defective, the Purchaser must complain immediately to LINAK.
11.2 The Purchaser shall inspect consignments immediately on receipt to check for any shortages, defects, errors or any other deviations
from the contract. If the Purchaser wishes to complain to LINAK, thePurchaser shall submit such complaints to LINAK no later than 5 days
after receipt of the Products if the relevant defects could have been
discovered during the Purchaser’s inspection on receipt of the delivered Products.

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

11.3 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.

7. Property rights

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.

12. Cost-free repairs and replacement

12.1 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 that1(2)

15. Export Control and Sanctions Compliance

Purchaser makes a claim to LINAK within 18 months from the dateof production as stipulated on the Product label, unless otherwise
agreed (the “Claim Period”). If batteries are provided by LINAK as apart of a Product, the Claim Period for such batteries pursuant to thisclause 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.
15.2 The Purchaser shall comply with applicable export control andtrade 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 indirectuse, sales, export, re-export, transfers or otherwise to entities and territories listed in EU - or U.S. if applicable -Trade Laws.

12.2 If Purchaser discovers defects within the Claim Period, the Purchaser shall in writing inform LINAK of such alleged defects and theProduct 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 shall dispatch theProduct after replacement or repair free of charge. LINAK shall reimburse the Purchaser for the freight costs incurred by the Purchaser insending 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 the Purchaser at Purchaser’s cost and risk, and LINAK may
charge a fee for the time and materials used in analysing the allegedly
defective Product.

15.3 The Purchaser must prevent third-party violations of these restrictions, including by resellers of the Products. The Purchaser mustmonitor third-party compliance to prevent misconduct. Violatingthese terms constitutes a material breach.
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 restricted by
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 requests from Purchaser, LINAK shallprocess 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 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.
12.4 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 the agreed written specifications; (iii) nonconformity notdiscovered 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 or modifications made by
LINAK or specifically agreed 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 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, health emergencies, health epidemic or pandemic or
any associated governmental or regulatory restrictions, 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 suchcircumstances 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 such circumstances.

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 belimited 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 replacement of Products or part of
Products in the Purchaser’s applications, including but not limited to
any kind of field updates.
12.6 Unless otherwise expressly stated in these terms, Products aresupplied “AS IS”, “WHERE IS” and “WITH ALL FAULTS”, LINAK does notextend any warranty, written, expressed nor implied for implied merchantability or fitness for particular purpose.

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.

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

19. Partial Invalidity

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 or inoperable,
the validity, enforceability, legality or operability of all further terms
and conditions shall not be affected or diminished thereby.

20. Applicable law and venue for disputes

13. Product liability

20.1 Any disagreements or disputes between LINAK and the Purchaser shall be settled by Danish law without regard to its conflict of law
rules.

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.

20.2 Unless LINAK gives its written consent to a process of arbitration,
which shall then take place in Copenhagen, all disputes shall be settled by legal proceedings at LINAK venue at the Court in Sønderborg(Retten i Sønderborg) or the Western Division of the Danish High
Court (Vestre Landsret), depending on the nature of the case concerned.

13.1 LINAK shall be liable for product liability in accordance with applicable legislation in this connection but does not assume liability inany degree beyond that specified by applicable legislation.

14. Limitation of liability

14.1 LINAK shall not be held responsible nor liable for any special,
indirect, consequential, punitive or exemplary damage or loss, whichmight arise out faulty Products, delay in the delivery of Products, product liability, recall or otherwise, irrespective of cause, including but notlimited to, loss of production, loss of profit, loss of data and/or loss of
goodwill.

Effective as of May 2024
LINAK A/SGroup Headquarters
Smedevænget 8, Guderup
DK-6430 Nordborg, Denmark
Phone: +45 7315 1515
Fax:		+45 7445 8048
www.linak.com

14.2 Save for liability for death or injury caused by the negligence of
LINAK and for other liability which cannot be excluded by law, in allother cases LINAK’s total liability (whether in contract, tort including
negligence or otherwise) under or in connection with any order orthese Terms or based on any claim for contribution or indemnity inrespect of any single claim or series of connected claims shall not exceed the price paid for such Products as are the subject of that claim
or claims in aggregate.

2(2)