GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1. Sales Agreement. The sale of products byDantec Dynamics Ltd (“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 an Order (as defined below) forproduct(s), or Buyer’s acceptance of any productunder an Order, or Buyer’s payment for anyproduct under an Order. These Terms andConditions apply to the exclusion of any otherterms that the Buyer seeks to impose orincorporate or which are implied by trade,custom, practice or course of dealing. Terms, ifany, included on any Order, acknowledgmentforms or other documents issued by or on behalfof Buyer shall not apply and are hereby voided,
except to the extent that any such terms areexpressly agreed to in writing 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 its date ofissuance, unless otherwise set forth in suchoffer. Such offers shall be deemed accepted only
upon Dantec Dynamics’ receipt of Buyer’s
written acceptance of an offer (“Order”), provided
that such Order is on terms acceptable toDantec Dynamic and provided that Dantec
Dynamics receives such Order within one (1)week of the date of expiration of an offer.
Dantec Dynamics shall not be liable for any
errors 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 or refundable.
2. Prices. All prices include air freight packing,but exclude (and Buyer shall be solely
responsible for) costs of loading, shipping,delivery,insurance,installation
andcommissioning. Prices do not include any fees,
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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 Kingdom and/or therecipient country.
If the currency fixed in an Order is devalued,
such that the rate of exchange between thecurrency chosen and Pounds Sterling varies bymore than two percent (2%) as from the date ofDantec Dynamics’ offer, Dantec Dynamics may,at its sole discretion, suspend all performance
under the Order and notify Buyer of any priceadjustment resulting from the devaluation. Buyer
must then notify Dantec Dynamics in writing
within eight (8) days of the date of Dantec
Dynamics’ notification whether Buyer wishes topurchase the products at the adjusted price. If
Buyer fails to notify Dantec Dynamics during
such eight (8) day period, then Buyer’s order will
be automatically cancelled. Dantec Dynamics
shall not be liable for any costs or losses ofBuyer attributable to such cancellation.
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. Deliverydates are estimates only and the time of delivery
is not of the essence. 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 bythe 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 theshipment and delivery of products (includingwithout limitation loading, freight, shipping,insurance, forwarding and handling charges).
5. Title Transfer. Title to products shall pass toBuyer 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 unlessotherwise 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.
Buyermaynotcopy
Documentation or disclose Documentation to
any third party.
7. Use of Dantec Dynamics' Products. Buyer
acknowledges and agrees that the products
must be used and maintained in accordance withall instructions provided by Dantec Dynamics
and, where stated, products must be operated
only by personnel who have received theappropriate training. Any Dantec Dynamics
products that are to be connected to anelectricity supply must be operated only byappropriately trained and qualified personnel,
and must not be made available to any
personnel without the proper training andqualifications.
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 licence or assign
any rights in Dantec Dynamics’ software. Dantec
Dynamics grants to Buyer a limited, nonexclusive license to use the software provided
with the products solely for the purpose ofoperating the products in accordance with
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
anddesign
rights(whetherregistered,registrable or otherwise) embodied in or

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otherwise relating to the products (including any
software contained therein). Other than as
permitted by applicable law, Buyer shall notreverse engineer the products or any part
thereof. Buyer shall not remove any proprietary
notices and/or branding contained in orotherwise 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 of
Dantec 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 products to comply withthis warranty shall be for Dantec Dynamics to, at
its option, repair or replace such products free ofcharge. In no event shall Dantec Dynamics beliable for ordinary wear and tear. For probes,fibers and similar accessories produced byDantec Dynamics, the foregoing warranty shallapply 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’s
Documentation or (if there is none) good tradepractice regarding the same, (ii) any alteration,
modification or repair made to the products otherthan by Dantec Dynamics, (iii) use of theproducts for a purpose other than that for which
it is intended, (iv) Dantec Dynamics following
any drawing, design or specification supplied byBuyer, (v) fair wear and tear, wilful damage,negligence, or abnormal storage or working
conditions, or (vi) the products differ from theirdescription as a result of changes made toensure they comply with applicable statutory or
regulatory requirements.
Dantec Dynamics shall not be liable for products’
failure to comply with the warranty set out in thisSection 9 if Buyer makes any further use of suchproducts after giving notice in accordance withthis Section 9.
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 itssole discretion, to accept the return of any item if
Dantec Dynamics determines that the products’
warranty is not applicable for the reasons set
forth 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.
THE FOREGOING EXPRESS WARRANTIESARE THE EXCLUSIVE TERMS AVAILABLE TO
BUYER AND EXTEND ONLY TO THEORIGINALCUSTOMEROFDANTECDYNAMICSORDANTECDYNAMICS’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
EXCLUSIVEOBLIGATIONANDTHESOLEAND
EXCLUSIVE REMEDY OF BUYER FOR ANYAND ALL LOSSES, DELAYS OR DAMAGESRESULTING FROM THE PURCHASE OR USEOFDANTECDYNAMICS’PRODUCTS.
OTHER THAN THE LIMITED WARRANTYSPECIFICALLY STATED HEREIN, DANTECDYNAMICS, TO THE EXTENT PERMITTED BYLAW, DISCLAIMS ALL WARRANTIES WITHRESPECTTODANTECDYNAMICS’PRODUCTS,INCLUDINGTHEPERFORMANCETHEREOFANDANYSERVICES PROVIDED TO BUYER, EITHER
EXPRESSORIMPLIED,INCLUDING,WITHOUT LIMITATION, ANY WARRANTYARISING FROM A COURSE OF DEALING ORUSAGE OF TRADE, NON-INFRINGEMENTAND ANY IMPLIED WARRANTIES OFMERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE OR USE.
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10. Limitation of Liability.
To the extent
permitted by law, Dantec Dynamics shall not beliable whether in contract, tort (includingnegligence),
breach of statutory duty, orotherwiseforany
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 propertydamage, even if Dantec Dynamics has beenadvised or was aware of the possibility of suchloss or damages. Except in the case of death or
personal injury caused by Dantec Dynamics’
gross negligence or for any matter in respect ofwhich it would be unlawful for Dantec Dynamics
to exclude or restrict its liability, Dantec
Dynamics' total aggregate liability to Buyer for
any and all other damages, losses or liabilities
arising hereunder or from the products, whether
in contract, tort (including negligence), breach ofstatutory duty or otherwise, shall not exceed theamounts actually received by Dantec Dynamics
from Buyer with respect to the product giving riseto the liability. Buyer shall indemnify Dantec
Dynamics for any liability arising from Buyer’s(including its employees’ and agents’) use of theproducts sold (directly or indirectly) by Dantec
Dynamics.
11. Payment. Payment shall be due on the dateindicated in Dantec Dynamics' invoice.
For late payments, Dantec Dynamics may, at its
sole discretion, charge interest on the overdue
amount at the rate of 4% per annum above
Barclays Bank’s base rate from time to time themarket rate in force in the United States accruing
from the date the payment was due until
payment thereof in full together with suchinterest. Buyer may not withhold or set off any
payment as a consequence of any counterclaimsof Buyer.
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 a

period of time reasonably necessary to
overcome 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 or claim arising hereunder shall begoverned by laws of the England and Wales andthe parties irrevocably submit to the exclusive
jurisdiction of the courts of England and Wales..
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.
15. Assignment and Subcontracting. Dantec
Dynamics may at any time assign, transfer,charge, subcontract or deal in any other mannerwith all or any of its rights or obligations underthese Terms and Conditions. Buyer may not
assign, transfer, charge, subcontract or deal in
any other manner with all or any of its rights orobligations under these Terms and Conditions
without the prior written consent of Dantec
Dynamics.
16. Severance. If any court or competentauthority finds that any provision of these Termsand Conditions (or part of any provision) isinvalid, illegal or unenforceable, that provision orpart-provision shall, to the extent required, bedeemed to be deleted, and the validity andenforceability of the other provisions of theseTerms and Conditions shall not be affected.
17. Waiver. A waiver of any right or remedy
under these Terms and Conditions is only
effective if given in writing and shall not be
deemed a waiver of any subsequent breach ordefault. No failure or delay by a party to exercise
any right or remedy provided under these Termsand Conditions or by law shall constitute a
waiver of that or any other right or remedy, norshall it preclude or restrict the further exercise ofthat or any other right or remedy. No single orpartial exercise of such right or remedy shallpreclude or restrict the further exercise of that or
any other right or remedy.

Rev August 2011