TROTEC LASER, INC.
SYSTEM SALE AND LICENSING AGREEMENT
This System Sale and Licensing Agreement (“Agreement”) is entered into as of the date of acceptance of every Sales Order issued by Trotec Laser, Inc. asSeller (“Seller”) and the Purchaser identified on said purchase order.
1.
(a)

(b)

(c)

(d)
(e)
(f)

(g)

(h)

2.

TERMS OF SALE
Terms of Purchase Order. Any purchase order that may be submitted by Purchaser to Seller for the System shall be governed by the terms of thisAgreement, and nothing contained in any such purchase order shall in any way modify such terms of purchase or add any additional terms orconditions.
Purchase of System Subject to Software License and Other Restrictions. The sale of the Trotec system consists of the transfer of title to the hardware
and the licensing of software set forth on the purchase order (“System”) The Trotec Laser Software or the Third-Party Software (collectively, asdescribed on the purchase order, the “Licensed Software”) contained in the System shall include a fully paid license for Purchaser to use the Licensed
Software in accordance with the terms and provisions of Section 3 below.
Price. The System price set forth in the purchase order is F.O.B. Seller’s plant located at the address listed for Seller in the purchase order. In addition
to the System price, (i) for prepaid orders, unless otherwise stated in the purchase order, Seller shall be responsible for all applicable freight insurance,
special packaging and other shipping expenses, including taxes, duties and similar charges for shipment to Purchaser’s location and (ii) for orders thatare not prepaid, Purchaser shall be responsible for all applicable freight insurance, special packaging and other shipping expenses, including taxes,duties and similar charges for shipment of the System from Seller’s plant to Purchaser’s location.
Taxes. The System price does not include any federal, state, or local taxes that may be applicable. When Seller has the legal obligation to collect suchtaxes, the appropriate amount shall be added to Purchaser’s invoice and paid by Purchaser.
Payment. Payment for the System shall be made in accordance with the terms set forth in the purchase order A service charge of one and one-halfpercent (1-1/2%) per month will be assessed on all invoices not paid promptly when due.
Shipping. The System shall be suitably packed for shipment in Seller’s standard shipping cartons, marked for shipment to Purchaser’s address set forthin the purchase order, and delivered to Purchaser or its carrier agent F.O.B Seller’s plant, at which time title to the hardware and risk of loss for theSystem shall pass to Purchaser. Unless otherwise instructed in writing by Purchaser. Seller shall select the carrier.
Notice of Defects. Purchaser shall inspect the System promptly upon receipt and inform Seller of any shortage of product or shipping damage to theSystem within three (3) days after its receipt by Purchaser. Any claims for shortages or damage to the System not brought to Seller’s attention within
this three (3) day period shall be deemed waived by Purchaser. If, as a result of any damage, it is necessary to return the System or any part of it toSeller, Purchaser shall first request a Return Material Authorization (“RMA”) number, Purchaser shall return to Seller the System or the affected
product, in its original shipping carton with the RMA number displayed on the outside of the carton. Seller reserves the right to refuse to accept anySystem or product if it does not bear an RMA number of the outside of the carton. As promptly as possible, but not later than thirty (30) working days
after receipt by Seller of the System or the affected product, Seller shall, at its option and expense, either repair or replace the System or the affected
product, as the case may be.
Security Interest. Seller hereby reserves, and Purchaser hereby grants to Seller, a purchase money security interest in any System for which the full
System Price has not been received by Seller prior to shipment. This interest shall be satisfied by payment in full of the System Price and any related
shipping charges and taxes. Purchaser hereby appoints Seller as its attorney in-fact to execute, on Purchaser’s behalf and in Purchaser’s name,financing statements and other instruments to perfect Seller’s security interest in the System.
INSTALLATION AND TRAINING
Purchaser shall be responsible for unpacking, inspecting, placing, and installing the System at Purchaser’s location. Seller provides manuals for thepurpose of installation and training.

3. SOFTWARE LICENSE AND PROPRIETARY RIGHTS(a) License. Effective upon the delivery of the System to Purchaser, Seller hereby grants to Purchaser a personal, nonexclusive, nontransferable license
to use the Licensed Software in machine-readable (object code) form only on a single central processing unit in conjunction with the Hardware and only
for Purchaser’s internal business purposes. A separate license is required for use of the Licensed Software on other than a single central processing
unit or with equipment other than the Hardware. Included in the license is the right to use the documentation accompanying the Licensed Software in
conjunction with the authorized use of such software. With respect to the archival or back-up copy of the Licensed Software allowed under theprovisions of Subsection 3 (c) below, the license covers the use of such copy only when the authorized copy is unavailable for use. Purchaser shallhave no right to assign, sublicense, or otherwise transfer any rights in the Licensed Software or their documentation to any third party.
(b) Title. The original and any copies of the Licensed Software and its documentation, in whole or in part, including translations, compilations, partial
copies, modifications, and updates are and shall remain the property of Seller and the relevant Third-Party Software suppliers. Purchaser is not anowner of any copy of the Licensed Software or its documentation, or the media on which such software is encoded, and Purchaser shall have only thelimited rights to the Licensed Software that are granted in this Section 3. No copyright, patent, trademark, trade secret, or other proprietary right in the in
the Licensed Software or its documentation is granted to Purchaser, except as explicitly established in the Agreement.
(c) Copies Prohibited. Each Licensed Program is copyrighted by Seller or the relevant Third-Party Software supplier. Purchaser shall not make any copiesof the Licensed Software, except for a maximum of one copy for backup or archival purposes only. All such copies shall contain all copyright and otherproprietary notices or legends of Seller or the relevant Third-Party Software supplier on or in the Licensed Software.
(d) Confidentiality. Purchaser acknowledges that the Licensed Software and its documentation are confidential and proprietary information of Seller andthe Third-Party Software suppliers developed at considerable expense to Seller and such suppliers. Purchaser shall not transfer the Licensed Softwareor its documentation to any third party. Purchaser shall hold the Licensed Software and its documentation in confidence. Without limiting the foregoing,
Purchaser shall protect the Licensed Software to at least the same extent that Purchaser protects its own similar confidential information and shall takeany additional precautions necessary to achieve generally accepted standards in the data processing industry for safeguarding the confidentiality ofsuch software.
(e) Patent and Copyright Indemnification. Seller shall defend any action brought against Purchaser to the extent it is based on a claim that the Trotec Laser
Software used within the scope of this Agreement infringes any duly issued United States copyright or patent. Seller shall pay any final award against
Purchaser based on such infringement if Purchaser has notified Seller promptly in writing of the claim and has permitted Seller to control the defense
and any settlement of the claim. Seller shall have not liability if the alleged infringement arises from (i) the use of other than a current unaltered releaseof the Trotec Laser Software or (ii) the use of combinations of the Trotec Laser Software with other than the Third-Party Software. THE FOREGOING
STATES SELLER’S ENTIRE LIABILITY AND OBLIGATION EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, FOR CLAIMS OFINTELLECTURAL PROPERTY INFRINGEMENT.
(f) Duration. The license granted in the Section 3 shall be perpetual except that it may be terminated by Seller upon written notice if Purchaser fails tocomply with any of the provision of Subsection 1(c) above, Subsection 1 (e) above, or this Section 3. Upon termination of the license, Purchaser shall,at Seller’s option, either (i) return the Licensed Software to Seller or (ii) destroy the original and all copies of the Licensed Software and certify to Sellerthat such destruction has occurred.

4.
(a)

LIMITED WARRANTY
Warranty for Third-Party Hardware and Third-Party Software. The warranties for Third-Party Hardware (including, but not limited to: personal
computers, scanners, exhaust systems and air compressors) and Third-Party Software shall run directly from the manufacturers of such hardware andsoftware to Purchaser. SELLER MAKES NOT WARRANTIES, EXPRESS or IMPLIED, WITH REGARD TO THE THIRD-PARTY HARDWARE OR THE
THIRD-PARTY SOFTWARE. IF THE THIRD-PARTY MANUFACTURERS DO NOT OFFER WARRANTIES TO PURCHASER, THEN PURCHASERACCEPTS THE THIRD-PARTY HARDWARE AND THE THIRD-PARTY SOFTWARE “AS IS”.
(b) Warranty for Trotec Laser Hardware and Trotec Laser Software.
(i) Warranty. Seller warrants to Purchaser that the Trotec Laser Hardware and the Trotec Laser Software will be free of defects in material andworkmanship, under the normal use for which they were designed. The period of this warranty begins on the date that the System is shipped by Seller
to Purchaser and continues for a period that varies depending on the product. Please refer to the LIMITED WARRANTY TERMS AND CONDITIONSSTATEMENT for the specific product. This warranty shall extend only to Purchaser and shall not be transferable.
(ii) Notification and Return. Within thirty (30) days of discovery, but in no event later than the last day of the applicable warranty period set forth inSubsection 4 (b) (i). Purchaser shall notify Seller of any failure of either the Trotec Laser Hardware or the Trotec Laser Software to conform to thewarranty set forth in Subsection 4 (b) (i). Any claims not brought to the Seller’s attention within the time specified in the preceding sentence shall bedeemed waived. Purchaser shall then request an RMA number from Seller’s customer service department and otherwise proceed to return the affectedcomponent to Seller in accordance with the provisions of Subsection 1(g).
(iii) Repair or Replacement. Following confirmation by Seller that the returned Trotec Laser Hardware or Trotec Laser Software is defective, Seller shall,
within a reasonable time after receipt of the failed product at Seller’s option, either (i) repair the affected product with new or refurbished parts or (ii)provide a replacement. Such repair or replacement shall be at Seller’s expense. PURCHASER UNDERSTANDS AND AGREES THAT SELLER’SWARRANTY IS LIMITED AS A PARTS WARANTY ONLY. ANY SHIPPING EXPENSE IN CONNECTION WITH THE REPAIR AND/OR
REPLACEMENT OF DEFECTIVE PARTS OR ANY EXPENSES INCLUDING TRAVEL AND SERVICE EXPENSES FOR SELLER’S PERFORMANCEOF ITS WARRANTY AT PURCHASER’S LOCATION ARE NOT COVERED BY SELLER’S WARRANTY AND ALL SUCH EXPENSES WILL BE THE
EXCLUSIVE RESPONSIBILITY OF PURCHASER. THESE REMEDIES SHALL BE PURCHASER’S EXCLUSIVE REMEDIES FOR BREACH OF
WARRANTY.
(c) Warranty Exclusions. Seller does not warranty that the operation of the System will be uninterrupted or free of errors. Seller does not warrant (i) anyproduct, component, or part not manufactured by Seller (although the third-party manufacturer may offer such a warranty to Purchaser), (ii) defects
caused by failure to provide a suitable installation and operation environment for the System (ii) defects caused by use of the System for purposes
other than that for which it was designed, (iv) defects caused by unauthorized attachments, (v) defects caused by modifications or repairs done by otherthan Seller or (vi) any other abuse or misuse of the System.
(d) Limitation of Warranty. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE EXPRESS WARRANTY SET FORTH ABOVE AND SELLER
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDINGBUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
(e) No Other Warranty. No employee of Seller or any other party is authorized to make any warranty on behalf of Seller, other than those set forth in thisAgreement.
Allocation of Risks. This warranty allocates the risks of System failure between Seller and Purchaser. This allocation is recognized by both parties and(f)is reflective in the price of the System.
5.
a.
(i)
(ii)

b.
(i)

(ii)

SUPPORT AND MAINTENANCE
During the Warranty Period.
Support Desk. Throughout the System Warranty Period, and during Seller’s normal business hours, excluding weekends and all holidays observed bySeller, Seller shall provide telephone assistance through which Purchaser shall have access to appropriately trained technical personnel.
Software Error Corrections. Throughout the System Warranty Period, Seller shall use its reasonable best efforts to correct any reproducible errors
reported by Purchaser in the Trotec Laser Software. Whenever, during the System Warranty Period, Seller distributes a new version of the Trotec Laser
Software that contains error corrections and that is distributed to Seller’s other customers at no charge, Seller shall distribute such version to Purchaser
at no charge.
After the Warranty Period
Software Support. On or before the expiration of the System Warranty Period, Purchaser shall have the right to execute Seller’s standard form ofsoftware support agreement under Seller’s then-current terms and conditions. If Purchaser elects not to execute such agreement on or before theexpiration of the System Warranty Period, then Seller shall have no obligation to provide software support to Purchaser at any time thereafter.
Hardware Support. Upon the expiration of the System Warranty Period, Purchaser shall have the right to procure maintenance for the Trotec Laser
hardware from Seller at Seller’s then-current rates.

6.

LIMITATION ON LIABILITYSELLER’S LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE SYSTEM, SHALL BE LIMITED TO THE AMOUNT PAID BY
PURCHASER FOR THE SYSTEM. IN NO EVENT SHALL SELLER BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, IN NO
EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, ORINDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THERORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY
OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF LOST PROFITS OR SUCH OTHER DAMAGES.”

7.
(a)

GENERAL PROVISIONS
Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Michigan. The federal and state
courts within the State of Michigan shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Purchaser hereby expressly
consents to (i) the personal jurisdiction of the federal and state courts within Michigan and (ii) service of process being affected upon it by certified mail,return receipt requested, sent to the address set forth in the purchase order.
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges allprior discussions between them. No modifications of or amendments to this Agreement, nor any waiver of any rights under this Agreement, shall beeffective unless in writing signed by the party to be charged.
Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by pre-paid or certified mail, return receipt requested,
addressed to the other party at the address shown in the purchase order or at such other address for which such party gives notice hereunder. Suchnotice shall be deemed to have been given three (3) days after deposit in the mail.
Force Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood,
governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is
not caused by the negligence of the non-performing party.

(b)

(c)

(d)