GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. Sales Agreement. The sale of products byDantec Dynamics Inc. (“Dantec Dynamics”) isgoverned by these terms and conditions (“Termsand Conditions”). Dantec Dynamics’ offer to sell
products to the buyer (“Buyer”) is expressly
limited by Buyer’s acceptance of these Termsand Conditions, as evidenced by Buyer’s
issuance of a purchase order for product(s), orBuyer’s acceptance of any product under thepurchase order, or Buyer’s payment for any
product under the purchase order. Terms, ifany, included on any Buyer’s purchase orders,acknowledgment forms or other documents shallnot apply and are hereby voided, except any
such terms that are expressly agreed to inwriting by Dantec Dynamics.
Any offers to sell products by Dantec Dynamics
must be in writing to be valid, and all such offers
shall be valid for thirty (30) days from issuance,
unless otherwise set forth in such offer. Suchoffers shall be deemed accepted only upon
Dantec Dynamics’ receipt of Buyer’s written
acceptance, provided that Dantec Dynamics
receives such acceptance within one (1) week ofthe expiration of such time limit (such acceptedoffer, an “Order”).
Dantec Dynamics shall not be liable for anyerrors or miscalculations in Buyer’s Orders.
Buyer may not cancel any Order without Dantec
Dynamics’ prior written approval, such approvalat Dantec Dynamics’ sole discretion. In the event
Dantec Dynamics expressly agrees in writing topermit Buyer to cancel an Order, Buyer willcompensate Dantec Dynamics for all costs andlosses attributable to the cancellation. Subject tothe warranty set forth in Section 9, products
purchased under these Terms and Conditions
are not returnable.
2. Prices. All prices include air freight packing,but exclude (and Buyer shall be solelyresponsible for) costs of loading, shipping,delivery,insurance,installation
andcommissioning. Prices do not include any fees,
taxes or duties relating to the shipment anddelivery of any of the products, including without
limitations value-added tax (VAT), duty, importand export tariffs and other forms of taxes andexcise duties in the United States and/or therecipient country.
If the currency fixed in an Order is devaluated,such that the rate of exchange between thecurrency chosen and United States dollars

varies by more than two percent (2%), Dantec
Dynamics may, at its sole discretion, suspend all
performance under the Order and notify Buyer ofany price adjustment resulting from thedevaluation. Buyer must then notify Dantec
Dynamics in writing within eight (8) days of thedate of Dantec Dynamics’ notification whether
Buyer wishes to purchase the products at theadjusted price. If Buyer fails to notify Dantec
Dynamics during such 8-day period, thenBuyer’s order will be automatically cancelled.
Dantec Dynamics shall not be liable for any
costs or losses of Buyer attributable to suchcancellation.
3. Time of Delivery. The estimated date ofdelivery shall be stated in Dantec Dynamics'
initial offer to sell products to Buyer and Dantec
Dynamics will use commercially reasonable
efforts to deliver the products within theestimated time to the extent possible. Delivery
dates are estimates only and Dantec Dynamics
does not guarantee delivery of products on or by
any estimated delivery date. In no event shall
Dantec Dynamics be liable to Buyer for any
costs, fees, penalties or price reductions as aresult of any failure to deliver products inaccordance with any estimated delivery dates.
Partial deliveries by Dantec Dynamics arepermitted unless otherwise upon agreed inwriting by the parties.
4. Delivery. Delivery shall be made Ex Works(EXW) (Incoterms 2010), Dantec Dynamics’shipping point. Unless otherwise agreed upon by
the parties in writing, Buyer shall arrange fortransportation and transport insurance. If Buyer
fails to arrange for transportation, Dantec
Dynamics will choose a method of transportationthat it deems appropriate. In all cases Buyer isresponsible for all expenses involved in theshipment and delivery of products (including
without limitation loading, freight, shipping,insurance, forwarding and handling charges).
5. Title Transfer. Title to products shall pass to
Buyer as soon as the products have been placedwith a transport agent.
6. Drawings, Descriptive Documents, etc.
Dantec Dynamics reserves the right to altermeasurements and dimensions as well as thedesign and description of any products. All data
included in catalogues, prospects, circulars,advertisements, illustrated matter and price lists
are approximate and shall not be binding unlessotherwise agreed upon in writing by the parties.
Drawings, descriptive documents, parts lists andotherdocumentation(collectively,“Documentation”) provided or made available toBuyer by Dantec Dynamics are confidential
information of Dantec Dynamics and may beused by Buyer only in connection with the use oftheproducts.
Buyer
may
notcopy
Documentation or disclose Documentation to
any third party.
7. Use of Dantec Dynamics' Products. Buyer
acknowledges and agrees that the products
must be used in accordance with all instructionsprovided by Dantec Dynamics and, wherestated, products must be operated only bypersonnel who have received the appropriate
training. Any Dantec Dynamics products that are
to be connected to an electricity supply must beoperated only by appropriately trained andqualified personnel, and must not be madeavailable to any personnel without the proper
training and qualifications.
8. Rights and Software. Buyer shall not copy
Dantec Dynamics’ software or any related
documentation, other than as is necessary forback-up copies. Buyer shall not assign any rights
in the software. Dantec Dynamics grants toBuyer a limited, non-exclusive license to use thesoftware provided with the products solely for thepurpose of operating the products in accordancewith Dantec Dynamics’ written documentation.
Notwithstanding that title to the products may
pass to Buyer, Dantec Dynamics shall remain
the exclusive owner of all intellectual property
rights of whatever nature including, without
limitation, copyrights, patents and patentable
inventions, know-how, trade secrets, trademarks
anddesignrights(whetherregistered,registrable or otherwise) embodied in orotherwise relating to the products (including anysoftware contained therein). Unless otherwise
expressly agreed in writing by Dantec Dynamics,
all rights (including all intellectual property rights)
in and to any customizations, modifications orenhancements made by Dantec Dynamics to theproducts or the software and any design ordevelopment work undertaken by Dantec
Dynamics, whether for or on behalf of Buyer,
shall be the exclusive property of Dantec
Dynamics. Other than as permitted by applicablelaw, Buyer shall not reverse engineer theproducts or any part thereof. Buyer shall notremove any proprietary notices and/or branding
contained in or otherwise affixed to the products.
9. Warranty, Remedying Defects andShortcomings, Complaints. For a period ofone (1) year following the date of delivery, andsubject to the other provisions of this Section 9,
Dantec Dynamics warrants that all new productsthat are both (a) manufactured by Dantec
Dynamics and (b) purchased directly from
Dantec Dynamics (or an authorized distributor ofDantec Dynamics) shall be free of material
defects in materials and workmanship. Buyer’ssole and exclusive remedy, and Dantec
Dynamics’ sole and exclusive obligation, in theevent of any failure of this warranty shall be for
Dantec Dynamics to, at its option, repair orreplace such products free of charge. In noevent shall Dantec Dynamics be liable forordinary wear and tear. For probes, fibers andsimilar accessories produced by Dantec
Dynamics, the foregoing warranty shall apply
only for a period of three (3) months following
the date of delivery.
Dantec Dynamics does not provide any warranty
for third party parts, components or products(including without limitation computers, lasers,
traverses, and cameras) that are not
manufactured by Dantec Dynamics. Such parts,components or products may be warranted bythird parties on a “pass through” 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 Dantec’sDocumentation, (ii) any alteration, modification
or repair made to the products other than byDantec Dynamics, or (iii) use of the products fora purpose other than that for which it is intended.
In order to get the benefit of the foregoingwarranty, Buyer must immediately inspect theproducts upon receipt and notify Dantec
Dynamics
inwriting
immediately
after
discovering any defect or shortcoming. Buyer
shall not ship products back to Dantec Dynamics
for any reason without Dantec Dynamics' priorwritten consent. Notwithstanding such consent,
Dantec Dynamics reserves the right to inspect
the products at its facility and to refuse, at its
sole discretion, to accept the return of any item if
Dantec Dynamics determines that the products’
warranty is not applicable for the reasons setforth above. Any defective products or parts
forwarded by Buyer to Dantec Dynamics forrepairs or replacement, shall be carriage paid
and at Buyer's risk. Buyer must clearly indicate
the nature of the defect or shortcoming.
The remedy obligations of this Section 9 shallapply to any replacement products or parts only

for the same duration of time as for the replaced
products or parts.

products sold (directly or indirectly) by Dantec
Dynamics.

THE FOREGOING EXPRESS WARRANTIESARE THE EXCLUSIVE TERMS AVAILABLE TO
BUYER AND EXTEND ONLY TO THE
ORIGINALCUSTOMEROFDANTECDYNAMICSORDANTECDYNAMICS’AUTHORIZED DISTRIBUTOR, AS THE CASE
MAY BE. THE CORRECTION OF ANY DEFECTIN OR FAILURE OF PRODUCTS BY REPAIROR REPLACEMENT IN ACCORDANCE WITHDANTECDYNAMICS’POLICIES
ASDESCRIBED HEREIN SHALL BE DANTECDYNAMICS’SOLEAND
EXCLUSIVEOBLIGATIONANDTHESOLEANDEXCLUSIVE REMEDY OF BUYER FOR ANYAND ALL LOSSES, DELAYS OR DAMAGESRESULTING FROM THE PURCHASE OR USE
OFDANTECDYNAMICS’PRODUCTS.
OTHER THAN THE LIMITED WARRANTYSPECIFICALLY STATED HEREIN, DANTECDYNAMICS DISCLAIMS ALL WARRANTIESWITH RESPECT TO DANTEC DYNAMICS’PRODUCTS,INCLUDINGTHEPERFORMANCETHEREOFANDANYSERVICES PROVIDED TO BUYER, EITHER
EXPRESSORIMPLIED,INCLUDING,WITHOUT LIMITATION, ANY WARRANTYARISING FROM A COURSE OF DEALING OR
USAGE OF TRADE, NON-INFRINGEMENTAND ANY IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE OR USE.

11. Payment. Payment shall be due on the dateindicated in Dantec Dynamics' invoice.

10. Limitation of Liability. Dantec Dynamics
shall not be liable under any contract, tort, strictliability, negligence or other legal or equitableclaim or theory for any special, incidental,
consequential or indirect 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
arising hereunder or from the use of products,
including, without limitation, any such loss ordamage relating to personal injury or property
damage, even if Dantec Dynamics has beenadvised or was aware of the possibility of suchloss or damages. In no event shall Dantec
Dynamics' total aggregate liability for any and all
damages, losses or liabilities arising hereunderor from the products exceed the amounts
actually received by Dantec Dynamics fromBuyer with respect to the product giving rise tothe liability. Buyer shall indemnify Dantec
Dynamics for any liability arising from Buyer’s(including its employees’ and agents’) use of theFor late payments, Dantec Dynamics may, at its
sole discretion, charge interest at the market rate
in force in the United States accruing from thedate the payment was due until payment thereofin full together with such interest. The market
rate of interest shall be defined as lesser of two
percent (2%) above the prime rate as reported in
The Wall Street Journal, Eastern Edition, and themaximum rate permitted by applicable law.
Buyer may not withhold or set off any payment
as a consequence of any counterclaims ofBuyer.
12. Force Majeure. Dantec Dynamics shall not
be liable for failure to perform or for delay inperformance due to fire, flood, strike, or otherlabor difficulty, act of God, act of any
governmental authority, riot, embargo, fuel orenergy shortage, wrecks or delays intransportation, inability to obtain necessary
labor, materials, or manufacturing facilities fromusual sources, or due to any cause beyond
Dantec Dynamics’ reasonable control. In theevent of a delay in performance due to any suchcause, the estimated date of delivery or time forcompletion of performance will be extended by aperiod of time reasonably necessary toovercome the effect of such delay. If Dantec
Dynamics reasonably determines that any suchdelay in performance is likely to extend for aperiod of ninety (90) days or more, Dantec
Dynamics shall have the right to cancel theapplicable order upon notice to Buyer with noliability or further obligation to Buyer with respect
to such order.
13. Venue. These Terms and Conditions andany dispute arising hereunder shall be governedby laws of the State of New York, without
respect to its conflict of laws rules. Each party
hereby consents to personal jurisdiction in any
action brought in any such court in the State ofNew York, consents to service of process bymail made upon such party at its address statedabove and waives any objection to venue in any
such court or to any claim that any such court isan inconvenient forum.
14. Other Agreements. These Terms andConditions shall apply to all sales by Dantec
Dynamics and may only be modified or amended
by a writing executed by an authorized officer ofDantec Dynamics.