Bosch Rexroth Canada Corp., Canada
06.2022 Standard Terms & Conditions of Sale
Replaces: RA 09 859/01.2015

1

DEFINITIONS AND SCOPE.

1.1 Definitions.
In these Standard Terms (as defined below), “BRCA” means Bosch Rexroth Canada Corp. and“Customer” means you, the customer to whom BRCA is providing Products, Software, Prototypes and/or
Services (as each such term is defined below) subject to these Standard Terms. BRCA and Customer arecollectively referred to herein as the “Parties” and individually, a “Party”. In addition to the terms definedin these Standard Terms, the following terms have the following meanings:“Affiliate” means an entity that directly or indirectly controls, is controlled by or is under common control
with a Party and as used herein, “control”, “controls” or “controlled” means: (a) fifty percent (50%) or
more ownership or beneficial interest of income or capital of such entity; (b) ownership of at least fifty
percent (50%) of the voting power or voting equity; or (c) the ability to otherwise direct or share
management policies of such entity.
“Customer Data” means all data, information or other content and materials (a) transmitted or provided
to BRCA by Customer or a third party on behalf of Customer, or (b) uploaded by or for Customer via the
Product and Processed by or for Customer using the Services.
“Documentation” means all BRCA user installation guides, data sheets, application notes and instruction
manuals published and generally made available by BRCA to Customer in writing that relate to theperformance conditions and limitations, installation requirements, use limitations and maintenance of the
Products, Software and/or Prototypes, including all updates, modifications and changes made thereto by
BRCA from time to time.
“Law” means (a) any and all laws, statutes, regulations, ordinances, or subordinate legislation in force
from time to time to which a Party is subject; (b) the common law; (c) any and all court orders, judgments,
or decrees that are binding on a Party; and (d) any and all directives, policies, rules, or orders that arebinding on a Party and that is made or given by a regulator, or other government or government agency,of, in the case of items (a) - (d) above, any country, or other national, federal, commonwealth, state,provincial, or local jurisdiction.
“Malicious Code” means code, configurations, files, scripts, agents or programs intended to cause
undesired effects, harm or damage, including, for example, viruses, worms, time bombs and trojan horses.
“Personal Data” means any information relating to (a) any identified or identifiable natural person, and,(b) identified or identifiable legal entity (where such information is protected similarly as personal data,
personal information or personally identifiable information under applicable data privacy Laws), where foreach (a) or (b), such data is Customer Data.
“Process”, “Processing”, and “Processed” means any operation or set of operations performed upon
Customer Data, whether or not by automated means, such as collection, recording, organization,
structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission,
dissemination or otherwise making available, alignment or combination, erasure or destruction.
“Product(s)” means any physical good or Software provided by BRCA to Customer and identified in theapplicable Quotation or Purchase Order, excluding Prototypes.

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“Prototype(s)” means the tangible results of Services performed under a Statement of Work and delivered
to Customer by BRCA but excluding all Intellectual Property Rights (as defined below) associated with thePrototype, unless otherwise mutually agreed to in writing by BRCA and Customer.
“Purchase Order” means an ordering document issued by Customer to BRCA that specifies the Product,
Software, Prototype and/or Service and which is confirmed in writing by BRCA in accordance with theseStandard Terms.
“Quotation” means a quotation for Products, Software, Prototypes, and/or Services issued to Customer
by BRCA, which is subject to these Standard Terms.
“Service(s)” means any chargeable consulting services, repair services, implementation services,configuration services, technical support services, and/or other professional services provided by BRCA
to Customer and identified in the applicable Quotation, Statement of Work or Purchase Order, which
relates to the Products, Software and/or Prototype provided by BRCA to Customer, and which are subject
to these Standard Terms.
“Specifications” means the design, performance, descriptions, parameters, requirements and othertechnical specifications of the Product, Software and/or Prototype set forth in the Documentation, which
specifications may be amended or supplemented by BRCA in its sole and reasonable discretion, or otherspecifications agreed to by the Parties in writing.
“Software” means the applications, methodologies or programs developed by BRCA or licensed to BRCA
by a Third Party Provider, available in source code, redistributable libraries or object code formats, and via
various means of delivery, and all new versions, updates, revisions, improvements and modifications of
any of the foregoing, that may be provided by BRCA to Customer and as identified in the applicable
Quotation, Statement of Work or Purchase Order. For the sake of clarity, Software may perform specificfunctions related to accessing, enabling, developing, networking and maintaining BRCA Products,
Software, Prototypes and/or Services and may include standalone software, firmware and software tools
provided by BRCA to Customer.
“Software Updates” means any Software release intended to fix or correct known
problems and which may provide new functionality or features.
“Software Upgrades” means any new version of the Software, which may include revisions,improvements and/or modifications.
“Statement of Work” means a document that specifies in writing the Services or work that Customer may
purchase under these Standard Terms, and which may include, but is not limited to, any Specifications,description of Services or work, service level agreements and/or acceptance criteria that are applicable to
the Services, and which document has been mutually agreed by both Parties in writing.
“Third Party Providers” means any and all licensors, suppliers, service providers and subcontractors of
BRCA or its Affiliates.
1.2 Scope of Agreement; Order of Precedence.
Sales of Products, Software, Prototypes and/or Services by BRCA to Customer are expressly subject toand conditioned upon the terms and conditions contained in these Standard Terms & Conditions of Sale,
which include any provisions made available by BRCA via a hyperlink herein, and any terms set forth in
the Quotation, Statement of Work, or Purchase Order, which collectively constitute a sales agreement
entered into between BRCA and Customer (collectively, “Standard Terms”). If BRCA and Customer
have explicitly agreed in writing via a signed agreement, to terms and conditions applicable to the sale ofProducts, Software, Prototypes and/or Services in exception or addition to these Standard Terms, thenthose terms and conditions (“Independent Agreement”) will apply to the sale of Products, Software,
Prototypes and/or Services. In the event of a conflict, (a) the commercial terms of the Purchase Order willtake precedence over any Independent Agreement, Quotation, or these Standard Terms; (b) the terms of

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an Independent Agreement shall take precedence over any Quotation or these Standard Terms; and (c)any Quotation shall take precedence over these Standard Terms.

2

ORDERS; CANCELLATION AND CHANGES.

2.1 Purchase Order.
BRCA’ acceptance of any offer or Purchase Order from Customer is expressly conditioned on Customer’s
consent to these Standard Terms, which are part of and incorporated in any Purchase Order, irrespectiveof whether the Purchase Order references these Standard Terms. Any additional or different terms or
conditions, or warranties, whether in a Purchase Order or another communication, understanding, oragreement, that in any way purport to modify these Standard Terms are expressly objected to and rejected
and will not be binding on BRCA, unless expressly agreed to in writing signed by an authorized
representative of BRCA; neither BRCA’ subsequent lack of objection to any terms, nor the delivery of the
Products, Software, Prototypes and/or Services, shall constitute an agreement by BRCA to any such terms.
Customer is hereby notified of BRCA’ express rejection of any terms inconsistent with Standard Terms or
to any other terms proposed by Customer. Trade custom, trade usage and past performance aresuperseded by these Standard Terms and shall not be used to interpret these Standard Terms.
Customer’s issuance of a Purchase Order or acceptance of, or payment for, the Products, Software and/or
Prototypes when delivered and/or Services when provided will be deemed conclusive evidence of andconstitutes Customer’s acceptance of and assent to BRCA’ these Standard Terms. Customer’s
acceptance of any offer (or counter-offer) by BRCA is limited to these Standard Terms. BRCA may rejecta Purchase Order in whole or in part for any lawful reason in its sole discretion. A Purchase Order will bedeemed accepted by BRCA upon BRCA issuing a written order confirmation (“Order Acknowledgment”).
No Purchase Order will be binding upon BRCA until accepted by BRCA. BRCA may, from time to time,
specify a minimum order quantity and/or standard order increments for particular Products and Prototypes.
BRCA may also, from time to time, specify the intervals between Purchase Orders for particular Products.
If Customer requests Products and Prototypes in quantities, which do not meet BRCA’ minimum order
quantity, or standard order increment requirements, or Purchase Order interval requirements, BRCA may
invoice Customer the extra cost incurred by BRCA in complying with Customer’s request.
2.2 Cancellations/Changes by Customer.
Customer may cancel or change a Purchase Order within twenty-four (24) hours of issuance by Customer,
unless such Products have already been issued for fulfillment as determined by BRCA in its sole discretion.
All other Purchase Order cancellations or changes require BRCA’ prior written consent. Without suchrequired consent, a cancellation of or change to the Purchase Order will entitle BRCA to all remedies
available by law or equity including, but not limited to, cancellation costs or increased prices. Customer
shall indemnify BRCA against any loss, damage, or expense incurred by BRCA in relation to any
cancellation or change of the Purchase Order by Customer in violation of this Section 2.2.
2.3 Cancellations/Changes by BRCA.
BRCA may cancel a Purchase Order or require full or partial early payment if: (a) the solvency or operationof Customer is in question, (b) Customer becomes the subject of any bankruptcy or insolvency proceedings,(c) there is an appointment of a trustee or receiver for Customer, (d) Customer makes an assignment orother arrangement for the benefit of its creditors, or (e) if the Purchase Order conflicts in any way with thecorresponding Quotation, or the Customer requirements on which the Quotation is based are no longer
valid or correct, each as determined by BRCA in BRCA’ sole discretion.

3

PRICES, PAYMENT TERMS AND TAXES.

3.1 Pricing.
Customer shall pay BRCA according to the prices made available by BRCA in writing or as set forth in theapplicable Purchase Order. All prices are published and/or quoted in CAD and are subject to the delivery
terms defined in Section 4 below. All prices are subject to adjustment by BRCA at any time for changes
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in tariffs, economics, exchange rates, or Customer’s volume forecasts, as applicable, or as otherwise
provided in these Standard Terms. Such adjustment will be retroactive to prior Purchase Orders, even if
already fulfilled by BRCA, if Customer's actual purchase volumes are below the Customer-provided or
Customer-agreed volume forecasts upon which BRCA based the prices for such Purchase Orders. Unlessotherwise expressly provided in these Standard Terms, fees paid are non-refundable. Unless otherwise
agreed by BRCA in writing, Customer shall reimburse BRCA for actual expenses (including travel andmileage) incurred by BRCA in performing any Services. BRCA will provide a summary of such expenses
with the invoice for the associated Services.
3.2 Material Cost Increase.
If BRCA’ production or purchase costs for the Product or Prototype (including without limitation costs ofenergy, tariffs, equipment, labor, regulation, transportation, raw material, feedstock, or supplies) increases
for any reason over BRCA’ planned costs for the Product or Prototype as of the date BRCA accepted theapplicable Purchase Order or Statement of Work, then BRCA may, by written notice to Customer of suchincreased costs, request a renegotiation of the price of the Product or Prototype under these Standard
Terms. If the Parties are unable to agree on a revised Product or Prototype price within ten (10) businessdays after BRCA issues such notice, then BRCA may terminate any impacted Purchase Order on ten (10)business days’ written notice to Customer without further liability or obligation.
3.3 Invoicing.
Unless otherwise agreed upon between the Parties in writing, BRCA shall invoice Customer for the priceof the Products, Software, Prototypes and/or Services any time on or after the date that BRCA ships the
Products, Software, Prototypes and/or provides the Services, respectively. Any invoice errors must be
disputed in writing by Customer within thirty (30) days of the invoice date and are subject to correction by
BRCA. Unless otherwise specified in writing, all remittances must be in a single payment in the full amountof the invoices (adjusted for any debit memos) and must be in accordance with the following requirements:(a) wire or electronic fund transfer (referencing the invoice number) and Customer must be the originatorof the wire; (b) Customer company check (drawn on company account with company name); or (c)irrevocable letter of credit (referencing invoice number). Third-party checks, bank checks and foreign
drafts will be accepted only if approved in advance in writing by an authorized representative of BRCA andmust have accompanying documentation that references invoices being paid.
3.4 Payment Terms.
Unless otherwise agreed upon between the Parties in writing or specified in the Quotation or Statement ofWork, Customer shall pay BRCA for Products, Software, Prototypes and/or Services as invoiced by BRCA
within thirty (30) days from date of invoice, without offset, counterclaim, holdback, deduction, or discountfor early payment. Customer’s failure to pay any undisputed amount when due will be deemed a material
breach of these Standard Terms. Undisputed past due amounts will be subject to the maximum legal rateof interest or one and one-half percent (1.5%) per month, whichever is less. Customer shall pay all costs
and expenses incurred by BRCA as a result of non-payment or delinquent payment by Customer, including
without limitation collection costs, interest, and reasonable legal fees. When requested by BRCA,
Customer must promptly provide BRCA its most current financial statement information. If Customer
defaults on any payment obligation to BRCA, or fails to meet BRCA’ minimum credit standards, or if BRCA
has reasonable doubt as to Customer’s credit worthiness, BRCA may in its sole discretion take any of thefollowing actions: (a) refuse, alter or suspend credit terms; (b) require payment by cash in advance or ondelivery; (c) suspend production or shipment of the Products, Software, Prototypes and/or delivery or
performance of Services; (d) request adequate assurance; and/or (e) pursue any remedies available atlaw or equity available to BRCA. If Customer becomes delinquent in payment on any BRCA invoice orrefuses to accept shipments in accordance these Standard Terms, BRCA will have the right, in addition to
all other available rights and remedies, to suspend performance, cancel any or all Purchase Orders,
withhold further deliveries, and declare all unpaid amounts for Products, Software, Prototypes previously
delivered and/or Services previously performed immediately due and payable. BRCA may cancel ormodify Customer’s credit terms at any time.
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3.5 Set-Off.
Customer may not set-off or recoup any amounts due (or that may become due), or are allegedly due from
BRCA (or a BRCA Affiliate) to Customer, from its debts or amounts due to BRCA (or a BRCA Affiliate)however and whenever arising.
3.6 Taxes.
BRCA’ pricing excludes all sales, use, excise, goods and services, harmonized sales, value-added, andother similar taxes, charges and duties (including import and export duties). Customer will be solely
responsible for all taxes imposed on Customer based upon applicable governing Law. Each payment to
BRCA shall be made without withholding for any taxes, unless required by Law. Customer shall inform
BRCA of any withholding tax obligation on payments due to BRCA under any invoice as soon as Customer
becomes aware of such withholding tax obligation. Customer shall pay any withholding tax not eliminatedor reduced to the relevant taxing authority. Customer shall promptly deliver to BRCA a certificate
evidencing the payment of any such withholding tax. Each Party will solely be responsible for its applicabletax administration based upon the legal responsibility of the tax per applicable Law.
3.7 Security Interest.
Customer hereby grants to BRCA and BRCA reserves, a purchase money security interest in all present
and future Products and Prototypes sold or delivered by BRCA to Customer under these Standard Terms,
and all profits and proceeds arising from or related to the Products and Prototypes. Any such security
interest shall be satisfied by payment in full of the invoiced amount. Customer must, on request from
BRCA, execute promptly any documents and perform any other acts, at Customer’s sole expense, that
BRCA considers necessary or advisable to confirm, continue and/or perfect the security interests granted
under these Standard Terms. Customer irrevocably authorizes BRCA to execute and file any financing
statements or similar documents covering all Products and Prototypes subject to the security interest
granted under these Standards Terms.

4

PACKAGING, DELIVERY AND RISK OF LOSS.

4.1 Packaging.
Unless otherwise agreed upon between the Parties in writing or specified in the Quotation, standard
packaging for Canadian domestic shipment is included in the agreed price. When special domestic orexport packaging is requested, Customer will be charged for any additional expenses. Packages areclearly labeled to BRCA standards and labeled to conform to UN Model Regulations when containing
hazardous materials.
4.2 Delivery Terms.
All delivery dates are estimates only, and subject to prompt receipt of all necessary information from
Customer that is requested from BRCA. BRCA’ only obligation with respect to delivery dates is to makereasonable efforts to meet such delivery dates. Unless otherwise agreed upon between the Parties inwriting or specified in the Purchase Order, all shipments shall be FCA (Incoterm, 2020) at BRCA
plants/warehouses. Partial deliveries are permitted. BRCA may deliver Products and Prototypes inadvance of the delivery schedule. If, for whatever reason, BRCA experiences Product and Prototype
shortages, BRCA may hold or allocate Products and Prototypes among its customers as BRCA considers
appropriate.
4.3 Risk of Loss – Delivery.
Risk of loss and title to the Products transfer upon completion of delivery of the Products per the applicabledelivery term specified in Section 4.2 above. Notwithstanding the applicable delivery terms, BRCA will
not be liable for any delays, breakage, loss or damage after having made delivery to the first transportation
carrier. All claims for loss or damage in transit are to be made by Customer directly to the transportation
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the invoice amount shall be made. Risk of loss and title to the Prototypes shall be agreed by the Parties
in the applicable Statement of Work.
4.4 Inspection and Acceptance.
Customer will inspect the Products within a reasonable period after shipment, such inspection of Products
not to exceed fifteen (15) business days (“Product Acceptance Period”). Products will be presumed
accepted unless BRCA receives written notice of rejection from Customer, explaining the basis for rejection
within the Product Acceptance Period (“Acceptance”). Rejection may be based solely upon the failure of
the Products to materially comply with the Specifications through no fault of Customer. All claims not madeby Customer in writing as specified above and received by BRCA within the Product Acceptance Period
will be deemed waived. Upon receipt of Customer’s written notice, BRCA will have the opportunity toinspect, evaluate and test the Product at Customer’s premises or require Customer to send the Product oradequate samples thereof to BRCA or to a person designated by BRCA for inspection, evaluation andtesting. All rightfully rejected Products shall be returned to BRCA in accordance with the provisions set
forth in Section 5.10. No inspection or any other actions by third-parties are authorized or will be paid forby BRCA without BRCA’ prior written consent.
Customer’s sole and exclusive remedy, and the entire liability of BRCA and its Third Party Providers forany rightful rejection of the Products during the Product Acceptance Period is, at BRCA’ sole option and
expense, (a) the repair or replacement of the Product and/or Software; or (b) a credit equal to the purchaseprice of the Products in lieu of any obligation to repair or replace Products under this Section 4.4. BRCA
will not be responsible for any costs or charges for or related to labor and/or parts incidental to the handlingand attempted use of the Products.
4.5 Installation and Commissioning.
Customer is responsible for the proper handling, storage, installation and commissioning of Products andPrototypes in accordance with the Documentation. Such services may be available by BRCA or ThirdParty Providers, subject to and included in a Statement of Work or Purchase Order, or a mutual writtenagreement between Customer and BRCA.
4.6 Acceptance, Installation and Testing.
Where applicable, the Parties may include in a Statement of Work, a Systems Acceptance Test (SAT)
process, including the time period(s) in which Customer will install, evaluate and test each Product and/or
Prototype provided under such Statement of Work (“SAT Acceptance Period”). If there is no SAT
process and SAT Acceptance Period set forth in a Statement of Work, the following acceptance testingprocess shall apply to the Products and/or Prototypes provided (including any Software): upon shipmentof the Products, Customer shall evaluate and test such Products and/or Prototypes for a period of twenty(20) business days (“System Acceptance Period”) to determine whether the Products and/or Prototypes
materially comply with the Specifications. Any extension to the System Acceptance Period requested by
Customer must be approved in writing by BRCA. If the Products and/or Prototypes materially meet theSpecifications and if required by BRCA, Customer will provide BRCA a written notice of acceptance(“Systems Acceptance”). If the Products and/or Prototypes do not materially meet the Specifications,through no fault of Customer, BRCA shall have the opportunity to inspect, evaluate and test the Products
and/or Prototypes and cure any non-compliance with the Specifications within sixty (60) days, after which
Customer shall evaluate and test such Products and/or Prototypes for an additional System Acceptance
Period of twenty (20) business days. If, through no fault of Customer, BRCA cannot remedy the material
non-compliance with the Specifications within the above-described timeframes, Customer may, by written
notice to BRCA (a “Final Rejection Notice”), reject the Products and/or Prototypes and terminate theapplicable Purchase Order or Statement of Work. In such event, Customer’s sole and exclusive remedy,
and the entire liability of BRCA and it Third Party Providers, will be to provide a credit to Customer withinsixty (60) days of BRCA’ receipt of the Final Rejection Notice equal to that portion of the purchase price ofthe rightfully rejected Products which has been paid by Customer.

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5

LIMITED WARRANTY.

5.1 Product Warranty.
With respect to a Product sold by BRCA to Customer hereunder (including firmware that is installed on,delivered with and not separable from a Product but excluding Software or Software components, thewarranty for which is set forth in Section 5.3 below), and subject to Sections 5.5 through 5.10 of theseStandard Terms, BRCA warrants: the Product to be free from defects in material and workmanship undernormal operating conditions and proper application in accordance with the Specifications listed in theDocumentation or Data Sheet, which accompanies such Product or are otherwise made available by
BRCA in writing. The applicable warranty period is as follows (“Product Warranty Period”): Unlessotherwise specified in writing by BRCA in a Quotation, Statement of Work or Purchase Order, the warranty
period for all BRCA Products (excluding Software or Software components) shall be (i) eighteen (18)months after date of shipment from BRCA facility, or (ii) twelve (12) months after the Product is placed inservice, whichever occurs first. BRCA may offer extended and/or conditional warranties for Products,
systems, assemblies and power units only as specified in writing in either a Statement of Work or an official
BRCA warranty program. Customer or Customer’s vendor-supplied items that are integrated or provided
with Product systems, assemblies or power units are warranted per original Customer or its vendor’s
original manufacturer’s warranty and warranty policy.
Customer’s sole and exclusive remedy and the entire liability of BRCA and its Third-Party Providers forbreach of warranty within the Product Warranty Period under this Section 5.1 is, at BRCA’ option and
expense: (a) repair or replacement of Product; or (b) a credit equal to the purchase price (less a reasonable
depreciation for use, damages and obsolescence) of the Product in lieu of any obligation to repair or
replace the Product under this provision.
5.2 Prototype Warranty.
BRCA shall have no liability for claims related to Prototype, including any Prototype testing, including
Software contained in a Prototype and evaluation conducted by Customer. ALL PROTOTYPES AREPROVIDED BY BRCA TO CUSTOMER “AS IS” AND “WITH ALL FAULTS”; BRCA DISCLAIMS ALL
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,SATISFACTORY QUALITY, TITLE, ENJOYMENT OF QUIET POSSESSION,ANY OTHERWARRANTIES ARISING FROM OR OUT OF ANY COURSE OF DEALING, USAGE OF TRADE,
SPECIFICATION, PROPOSAL, PERFORMANCE OR CUSTOM, AND ANY STATUTORY WARRANTY
ON HIDDEN OR LATENT DEFECTS..
5.3 Software Warranty.
Subject to Sections 5.5 through 5.10 of these Standard Terms, BRCA warrants, that, commencing fromthe date of first use of the Software license and for a period of ninety (90) days (the “Software Warranty
Period”), the Software as delivered (excluding Software related to Prototypes) will substantially conformto and perform in accordance with the Documentation. This software warranty will apply unless BRCA
provides a different software warranty for the specific Software in the EULA or Documentation associatedwith that Software, and such different software warranty shall solely apply. BRCA DOES NOT WARRANTTHAT THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SOFTWARE WILL
BE UNINTERRUPTED OR ERROR-FREE, VIRUS-FREE, FREE OF MALICIOUS CODE OR THAT ANY
DEFECTS WILL BE CORRECTED. BRCA DOES NOT WARRANT THAT THE USE OF THE SOFTWAREWILL NOT BE IMPAIRED BY DOWNTIME, MAINTENANCE ACTIVITIES, FURTHER DEVELOPMENTS,
UPDATES AND UPGRADES OR MALFUNCTIONS. IN ADDITION, BRCA DOES NOT WARRANT THATTHE SOFTWARE OR ANY EQUIPMENT, APPLICATIONS, OPERATING SYSTEMS OR NETWORK ON
WHICH THE SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK
OR THAT SUCH SOFTWARE WILL INTERACT WITH THIRD PARTY EQUIPMENT, DEVICES,APPLICATIONS, OPERATING SYSTEMS, NETWORKS OR OTHER SOFTWARE.
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Customer’s sole and exclusive remedy and the entire liability of BRCA and its Third-Party Providers forbreach of warranty within the Software Warranty Period under this Section 5.3 will be, at BRCA’ option and
expense, (a) repair or replacement of the Product and/or Software, or (b) a credit for any licensing fees for
the Software.
5.4 Service Warranty.
Subject to Sections 5.5, 5.7 through 5.10 of these Standard Terms, BRCA warrants that the Service will
be performed in a professional and workmanlike manner, consistent with commercially reasonable
standards in the industry. For any breach of warranty under this Section 5.4, Customer must provide awritten claim within ten (10) business days after provision of the applicable Service specifying in reasonabledetail the nonconformity with such warranty, and Customer’s sole and exclusive remedy and the entire
liability of BRCA and its suppliers for breach of warranty under this provision is, at BRCA’ sole option and
expense to use commercially reasonable efforts to re-perform the identified nonconforming Service. If
BRCA concludes that re-performance of these nonconforming Service is impracticable for any reason,
then BRCA will refund the fees paid by Customer to BRCA allocable to those nonconforming Service.
5.5 Outside Warranty and Liability.
Customer expressly acknowledges that BRCA is not responsible or liable for: (a) products, software,
services, components or systems that BRCA has not supplied; (b) products, software, services,components originating from third parties that are supplied by BRCA under or at the direction of Customer;(c) any end product or software in which the Products or Software are installed or incorporated as acomponent or subpart; (d) conditions, changes, alterations, additions or applications to or for Products,
Software or Services, unless made or specifically authorized in writing by BRCA; or (e) Customer’s failure
to perform maintenance to Product or Software (including firmware) as recommended by BRCA, or tootherwise comply with the Specifications and/or industry practices. BRCA shall have no liability, obligation
or responsibility for components and systems over which BRCA has no control, including without limitation,
contamination, incorrect power supply, pressures in excess of recommended maximum, products
damaged or subject to voltage, humidity, or temperature outside of specified range, accident, abuse or
misuse after shipment from BRCA’s factory, Products or Software altered, disassembled or repaired byanyone other than BRCA personnel, personnel or persons so designated in writing by BRCA’s Service
Department prior to commencement of said work. Types of failures and/or damages that are not
attributable to BRCA breach of warranty, and which are not considered by BRCA as part of its warranty
include, but are not limited to, the failures and/or damages that result from or are attributable to thefollowing:
5.5.1

Accident, abuse, neglect.

5.5.2

Customer’s improper storage or handling prior to installation and operation.

5.5.3

Improper alignment, connection, configuration, orientation, assembly work, and pre-conditioning
prior to or during Product’s operation;

5.5.4

Contaminants found in/on Product;

5.5.5

From the action of, or deterioration from, contaminants in the form of air and fluid borne particles,
solids, liquids, entrained gases, chemicals, and biological contaminants in Product’s connected
electrical, heating/cooling, flushing, lubrication, mechanical and fluid power systems;

5.5.6

Operating and maintaining Product or Software in a manner or under service conditions outsideof its Specifications or the Documentation without the prior written consent of BRCA, and then
only in strict accordance to any/all additional or modified Specifications or Documentation
pertaining to consent;

5.5.7

Modifications and repairs of Product except for those provided by BRCA Services or BRCA’
authorized Third Party Providers;

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5.5.8Pressurized cleaning or attributed to the use of excessive heat and force, aggressive abrasives,cleaners and/or solvents during cleaning of Product;

5.5.9

Any kind from erosive or corrosive action of any gases or liquids evidently encountered by the
Product;

5.5.10

Excessive electrical potential, electrical current and magnetic fields emanating from Product’s
operating environment;

5.5.11

Product ordinary wear and tear.

5.6 Warranty Processing Procedure.
For any Product or Software breach of warranty brought within the applicable Product Warranty Period or
Software Warranty Period, as applicable, Customer shall promptly notify BRCA in writing and may request
authorization to return such Product. Customer must provide a written explanation of the breach of
warranty (the “Warranty Claim”) as such warranty is set out in this Section 5, subject to the provisions ofSection 5. Subsequently, BRCA through its inspection process must be satisfied that the claimed breachof warranty exists. For Warranty Claims where physical inspections of the Product are required, Customer
must follow BRCA’ return instructions as set forth in Section 5.10 of these Standard Terms, to return the
Product to the designated BRCA’ service facility at Customer’s own risk and expense. BRCA shall havethe right to request reasonable evidence of and impose reasonable requirements for inspection andevaluation of the Warranty Claim. Warranty repair or replacement by BRCA shall not extend or renew theapplicable Product Warranty Period or Software Warranty Period, unless expressly stated in writing by
BRCA. BRCA will not be responsible for labor and material costs of removal or reinstallation of Products
and Software. Returned Products that are not defective, that are not subject to warranty coverage as
described in this Section 5, or that contain missing or damaged parts, will be returned to Customer at
Customer’s sole expense, without credit, repair or replacement.
5.7 Other Limited Warranties and No Other Warranties.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, BRCA MAKES NO OTHER WARRANTY
OR REPRESENTATION TO CUSTOMER, EITHER EXPRESS OR IMPLIED, AND TO THE FULLEST
EXTENT PERMITTED BY LAW, BRCA SPECIFICALLY AND EXPRESSLY DISCLAIMS ALL OTHERWARRANTIES, EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTY OR CONDITION OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,SATISFACTORY QUALITY, TITLE, ENJOYMENT OF QUIET POSSESSION, ANY OTHERWARRANTIES ARISING FROM OR OUT OF ANY COURSE OF DEALING, USAGE OF TRADE,
SPECIFICATION, PROPOSAL, PERFORMANCE OR CUSTOM, AND ANY STATUTORY WARRANTY
ON HIDDEN OR LATENT DEFECTS.
If Customer or BRCA agent grants to an end user any warranty which is greater in scope, time period orlabor allowance than the warranty stated herein, BRCA shall not be liable beyond the stated warranty.
Except as otherwise provided under Section 5.6 above, equipment and accessories not manufactured by
BRCA shall not be the responsibility of BRCA.
5.8 Exclusive Remedy.
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THIS SECTION 5 PROVIDESCUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ALL CLAIMS, DAMAGES, LOSS OR INJURIES(WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL OR
INCIDENTAL) BASED ON OR ARISING FROM ANY DEFECT, FAILURE, MALFUNCTION, BREACH OF
WARRANTY OR ANY OTHER PERFORMANCE, NONCONFORMANCE OR NONPERFORMANCE OF
ANY PRODUCT, SOFTWARE OR SERVICE, WHETHER THE CLAIM IS IN CONTRACT, EQUITY,INDEMNITY, INFRINGEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY)
OR OTHERWISE AND HOWEVER INSTITUTED.
5.9 Customer Warranty.
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Customer warrants that (a) Customer has the corporate power and authority to enter into, and perform its
obligations under these Standard Terms; (b) Customer will not make any false, inaccurate, incomplete
representation, advertisement or warranty, whether written or oral, to any third party relating to any
Products, Prototypes, Software and/or Services and that it will not make a statement or reference related
to BRCA without BRCA’ express written permission and (c) Customer will perform all maintenance toSoftware (and firmware), including Software Updates, as recommended or otherwise made available
without change by BRCA.
5.10 Return Goods Authorization Process.
The BRCA Return Authorization Process (“RGA Process”) shall apply to all Products and/or Prototypes
to be returned (collectively referred to as “Return Product”) to BRCA designated location or BRCA’
designated Third Party Provider, which RGA Process is available upon request by Customer by contacting
BRCA service at www.boschrexroth.com/en/ca/contact or 1-855-REXROTH, and which is hereby
incorporated by reference. Customer agrees to the terms and conditions of the RGA Process, which
includes the requirement to obtain a Returns Good Authorization, provide a clear reason for the Return
Product (including for rejections or breach of warranty claims), and to properly identify the Return Productitself. Customer is solely responsible for returning the Product free of contaminants, appropriately
packaged, properly identified, pre-paid and insured for delivery at the designated location and freight
method as instructed in the RGA Process. Title of Return Product remains unchanged, subject to theprovisions of Section 3.7, unless a transfer of title is executed through the RGA Process. Disposition of
the Return Product after receipt at the BRCA designated location shall be subject to the terms andconditions of the RGA Process. For Products rightfully rejected per Sections 4.4 or 4.6 or breach of
warranty per Section 5, respectively, and returned by Customer, BRCA is responsible for shipping costs
to the BRCA designated location in an amount not to exceed normal surface shipping charges. If BRCA
reasonably determines that rejection or the return was improper, Customer will be responsible for all
expenses incurred by BRCA arising from the improper rejection or improper warranty claim, including all
BRCA costs for Product inspection, storage, shipping and disposal.
Customer is responsible for proper disposal of any Products, which shall be in accordance with theconsiderations or recommendations listed in the Documentation, if any.
5.11 Services and Repair.
Quotations may be requested for non-warranty Product repair services, including Software, which service
may be provided by BRCA or a Third Party Provider. The available scope of such services, the terms andconditions of such services, including warranty, may vary by Product and the business entity providing theservices.

6

INTELLECTUAL PROPERTY RIGHTS/SOFTWARE.

6.1 Intellectual Property Rights – Ownership.
As between BRCA and Customer, BRCA exclusively owns and shall retain exclusive ownership of all right,
title and interest worldwide, including all inventions (whether patented or not), patent applications anddisclosures, patents, design rights, copyrights and copyrightable works (including, but not limited to, theright to reproduce and make copies of an original work, the right to prepare derivative works, the right todistribute copies to the public, the right to public performance, the right to public display and the right topublic performance of sound recordings), trademark, service marks, trade names, domain name rights,
mask work rights, know-how and trade secrets and all other forms of intellectual property and proprietary
rights (collectively, “Intellectual Property Rights”) in and related to: (a) the Products, Services, Softwareand Prototypes and all updates, modifications, improvements and derivatives thereof; and (b) all otherideas, inventions (whether patentable or not), concepts, designs, methods, processes, software (including
source code and object code), data (other than Customer Data) and works of authorship authored,
developed, conceived, reduced to practice or licensed by BRCA or an Affiliate thereof for or in connection
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with any Products, Software, Prototypes or the Services. No rights are granted to Customer hereunderother than as expressly set forth herein, and BRCA (and its licensors, where applicable) reserve all rights
not expressly granted herein. For the avoidance of doubt, no right, title or interest to any of the Software’s
source code is granted under these Standard Terms. Customer shall not itself or assist or instruct others
to attempt in any way to reverse engineer, copy/reproduce, decompile, disassemble, translate, fragmentparts or otherwise obtain or attempt to obtain in any way access to the Product, Prototype, Software or to
the Software’s source code provided by BRCA without BRCA’ prior written consent, except as required inaccordance with Section 6.4 below. Customer shall not remove, change, alter or otherwise renderunintelligible any designation of the Software, including copyright notices, trademarks, serial numbers andthe like. Unless expressly agreed in writing by BRCA, Software and Prototypes will be treated as
Confidential Information as defined in Section 9.
6.2 Third Party Intellectual Property Rights.
To the extent the Products, Prototypes or Services (including, but not limited to, any Software contained
therein) contain third party Intellectual Property Rights, BRCA only provides those rights which BRCA has
lawfully obtained from such third party. To the extent that Customer provides any software to BRCA or
directs BRCA to include any third-party software, Customer shall secure any and all third-party Intellectual
Property Rights necessary for BRCA to use such software and Customer shall indemnify BRCA for all
costs, expenses and damages caused by Customer’s failure to secure the necessary Intellectual Property
Rights in such software.
6.3 License Grant.
BRCA hereby grants to Customer a non-exclusive, irrevocable, non-transferable, non-sublicensable,royalty free, perpetual license to use the Software delivered as firmware in Products or Prototypes solely
in connection with the normal and intended use of the Products or Prototypes in accordance with allDocumentation and as authorized under these Standard Terms and any applicable EULA (as defined
below). This license shall be transferable only in the event of the sale or transfer of Products to a third
party resulting in Customer’s discontinuation of use. BRCA hereby grants to Customer a non-exclusive,
non-transferable, non-sublicensable, revocable right to use the Software (specifically excluding Softwaredelivered as firmware in Products or Prototypes) solely in connection with the normal and intended use ofsuch Software in accordance with all Documentation as authorized under these Standard Terms and any
applicable EULA. Notwithstanding the foregoing grant, the Software is not sold to Customer. Unlessotherwise expressly agreed in writing by BRCA, this Section 6.3 does not include a license or a right touse any Software Upgrades which may be provided from time to time at BRCA’s discretion. Such Software
Upgrades may be purchased separately and will not be considered part of the Software delivery of aprevious version. BRCA reserves the right to make the availability of Software Updates and Software
Upgrades conditional upon the existence of a valid software maintenance agreement between BRCA andCustomer. In the event any Software contains a click-through, pop-up or other end-user license agreement(collectively, “EULA”), BRCA will notify Customer of such EULA at the time of Software delivery and, upon
acceptance of the EULA or use of such Software by Customer, the terms of the EULA shall control over
the terms of these Standard Terms. In the event Customer does not accept the EULA at the time ofdelivery, Customer shall not use the Product, Prototype and/or Services, and any use of the Software shallbe considered an unauthorized use. To the extent such Product, Prototype and/or Services contain freeor open-source software, the OSS-Terms and Conditions (defined below) shall apply.
Subject to Customer’s compliance with these Standard Terms, BRCA hereby grants to Customer a limited,
non-exclusive license to copy, publish and transmit any Documentation provided to Customer by BRCA
with the Product or Prototype solely for Customer’s internal business purposes, and except as required inaccordance with Section 6.4 below.
6.4 Open Source Software.
To the extent such Product, Prototype or Services (including, but not limited to, any Software contained
therein) contain free or open-source software (collectively, “OSS”), such OSS may be subject to separate
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third-party OSS licensing terms and conditions (“OSS-Terms and Conditions”). Under such OSS-Terms
and Conditions, BRCA may be required to provide the OSS-Terms and Conditions to Customer andCustomer must comply with all of the applicable OSS-Terms and Conditions and fulfill all corresponding
obligations of the applicable OSS-Terms and Conditions, especially if Customer further distributes,
publishes or provides the Products, Prototypes or Services through sales or other transfer to third parties(including an end user or customer). Such obligations may include, for example, documentation
obligations or obligations to provide the source code of any software in which the OSS has also been
integrated. An overview of all OSS-components contained in the Products, Prototypes and/or Services,
as well as corresponding license text of the OSS Terms and Conditions (of all originating OSS authors),
are part of or are included with BRCA’ Documentation, Products, Prototypes and/or Support Service. New
or updated Software component versions included in BRCA’ Products, Prototypes and/or Services may
contain other and/or additional OSS. For such other and/or additional OSS, the same terms and conditions
as applicable apply. Customer shall use commercially reasonable efforts to not combine or request BRCA
to combine the other any software, goods and/or services (including, but not limited to, any Products,
Prototypes, or Services, or any Software contained therein) with any OSS or other data in any manner,which would result in the other Party’s software, goods and/or services becoming subject to the terms ofan OSS license. For any software provided to BRCA by or on behalf of Customer, Customer shall disclosein writing a list of all applicable OSS -Terms and Conditions, and third party software included in such
software, at the time of delivery of such software to BRCA. Customer shall indemnify BRCA for all costs,
expenses and damages caused by Customer’s failure to disclose OSS-Terms and Conditions and/or third
party license terms in software provided by Customer, directed by Customer or on behalf of Customer.
6.5 Customer Feedback.
If Customer provides any ideas, suggestions or recommendations to BRCA regarding the Products,
Software, Prototypes, and/or Services (“Feedback”), Customer, on behalf of itself and its Affiliates andtheir customers and end customers, hereby grants to BRCA and its Affiliates a non-exclusive, irrevocable,
paid-up, royalty-free, perpetual, worldwide license under and to all of Customer’s rights and interests thatare incorporated in any Feedback to make, have made, use, sell, offer to sell, import, reproduce, display,
perform or distribute any BRCA Products, Software, Prototypes and/or Services and such Feedback.

7

Data Protection and Privacy.

7.1 Customer Data.
Customer represents and warrants that: (a) all Customer Data it provides to BRCA hereunder is owned by
Customer or Customer has the right to provide such Customer Data to BRCA for use by BRCA in
connection with these Standard Terms; and (b) any authorized Processing of Customer Data by BRCA
does not and will not violate or infringe the intellectual property, privacy or publicity rights of any third party,
or any applicable data privacy and security Laws.
7.2 License to Customer Data.
Customer hereby grants to BRCA the right to use the Customer Data for the purposes of Processing such
Customer Data in conjunction with the Products, Software, Prototypes, and/or Services, and/or performing
all other obligations of BRCA under these Standard Terms. In addition, Customer hereby grants to BRCA
a limited, non-exclusive, perpetual, irrevocable, royalty-free, non-transferable, worldwide license to use,and sublicense to Affiliates, agents, consultants and subcontractors within the same scope, the Customer
Data, for the following purposes (a) to improve and enhance the Products, Software, Prototypes, and/or
Services and for other development, diagnostic and corrective purposes in connection with the Products,
Software, Prototypes,, and/or Services; (b) the investigation of any accidents or claims related to a defect,
failure, or alleged defect or failure of BRCA’ Products, Software, Prototypes, and/or Services; (c) the
defense of any claim against BRCA brought by Customer or any third party; and (d) any other purpose as
mutually agreed in writing between the Parties.
7.3 Aggregated and Anonymized Data.
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The Software may collect, and compile data and information related to its use which may be aggregatedand anonymized, including compiling statistical and performance information related to the provision andoperation of the Software (“Aggregated and Anonymized Data”). Aggregate and Anonymized Data shall
only include data or information which (a) is anonymized and NOT identifiable to any person or entity; and(b) which does not reveal Customer’s identity. As between BRCA and Customer, all right, title, and interestin Aggregated and Anonymized Data, and all intellectual property rights therein, belong to and are retained
solely by BRCA. Customer acknowledges that BRCA may compile Aggregated and Anonymized Data
based on Customer Data collected, produced or otherwise processed by the Software. Customer shallnot, and shall not assist any third party to, oppose, contest, restrict or otherwise challenge BRCA’ rights
related to the Aggregated and Anonymized Data.
7.4 Protection and Privacy- Customer Data and Personal Information.
To the extent BRCA Processes Customer Data , BRCA has implemented and maintains reasonableadministrative, organizational, physical, and technical safeguards designed: (a) to maintain the security,
confidentiality, availability and integrity of such Customer Data; (b) to protect such Customer Data fromknown or reasonably anticipated threats or hazards to its security and integrity, including without limitation,
to protect against, theft, accidental loss, alteration, disclosure and all other unlawful forms of processing,and (c) to ensure that any data processing activities do not constitute unfair, deceptive or abusive acts orpractices with respect to such Customer Data. The terms of the Data Protection Addendum athttps://www.boschrexroth.com/en/ca/legal-notice/other are hereby incorporated by reference and shallapply to the extent Customer Data includes Personal Data.
7.5 Protection and Privacy – Customer Requirements.
Customer is solely responsible for procuring and maintaining its network connections and Customer shallbe responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,access or otherwise use the Products, Software, Prototypes, and/or Services including without limitation,
modems, hardware, servers, software, operating systems, networking and web servers (“Customer
Equipment”). Customer shall also be responsible for maintaining the security of the Customer Equipment,
Customer account, passwords (including, but not limited to, administrative passwords) and files, and for
all uses of Customer account or the Customer Equipment with or without Customer’s knowledge or consent.

8

INDEMNIFICATION.

8.1 Indemnification – BRCA.
Except as set forth below in Section 8.2 and 8.3, BRCA will defend any third party lawsuit or action against
the Customer based on a claim that the Products, Software, Prototypes, and/or Services as delivered by
BRCA directly infringes a valid U.S. or Canadian patent or copyright, and indemnify Customer for any final
judgment assessed against Customer resulting from such lawsuit, provided that Customer: (a) promptly
notifies BRCA at the time it is apprised of the third-party claim; (b) provides any and all relevant materials
and information related to the claim to BRCA; (c) cooperates and provides BRCA with reasonableassistance for the defense and disposition of the claim; and (d) gives BRCA exclusive control over the
defense and resolution of the claim, using counsel of BRCA’ choice. Without BRCA’ prior written consent,
BRCA will not be responsible for: (x) any compromise or settlement made by Customer; and (y) any
defense fees or costs incurred by Customer or any expenses incurred by Customer for itself or on BRCA’
behalf.
8.2 Infringement Remedy.
Subject to Section 8.5 of these Standard Terms, if a Product, Software, Prototype, and/or Service is held
to constitute infringement or its use is enjoined, BRCA may, at its sole option and expense, and as
Customer’s sole and exclusive remedy: (a) procure for Customer the right to continue using the Product,
Software, Prototype and/or Service; (b) replace the Product, Software, Prototype, and/or Service with asimilar non-infringing product, software or service; (c) modify the Product, Software, Prototype or Service,or any portion thereof, so that it is non-infringing; or (d) accept return of the Product and/or Prototype and/or
LEGAL_39124761.1

terminate Customer’s rights to use or make use of the Products, Software or Service, and grant a Customer
credit for the purchase price paid for the Product, Software or Service, less a reasonable depreciation foruse, damages and obsolescence as applicable. In the event that BRCA believes that any of the Products,
Software, Prototypes, or Service may be subject to a claim of infringement, BRCA reserves the right at its
sole discretion to stop delivering or providing Customer access to the Product, Software, Prototype,
Software or Service, and such stoppage will not be considered a breach by BRCA of these Standard Terms.
THIS SECTION 8.2 STATES BRCA’ ENTIRE LIABILITY, CUSTOMER’S SOLE RECOURSE AND
EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT. ALL WARRANTIES RELATED TOINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS, IMPLIEDOR OTHERWISE, ARE HEREBY DISCLAIMED.
8.3 Limitation on Infringement.
BRCA will have no obligation or liability under this Section 8 and Customer shall indemnify, defend andhold BRCA Indemnified Parties harmless to the extent that any claim for infringement arises out of or
results from any of the following: (a) Customer’s designs, changes, drawings or specifications; (b) Products,
Software, Prototypes, or Services used other than for the purpose for which BRCA intended; (c) combining
any Products, Software, Prototypes, or Services with any article, component, hardware, system orsoftware not provided by BRCA; (d) Customer’s failure to promptly update any Software previously
provided by BRCA or a third-party on its behalf; (e) the implementation of Standardized Technologies into
the Products, Software, Prototypes, or Services, to the extent BRCA’ indemnification obligation under thisSection 8 stems from Standardized Technologies ; (f) the application or use of any Products, Software,
Prototypes, or Services, which fail to comply with the specification or other written instruction from BRCA;or (g) any alteration, customization or other modification of the Products, Software, Prototype, or Services
other than by BRCA. For the purposes of these Standard Terms, (“Standardized Technologies”) means
technical specifications or functions: (i) adopted by a standards organization (e.g. ETSI or IEEE), or (ii)defined by research institutes, industrial companies or market participants to ensure technical conformity
or compatibility, or (iii) established by common practice in a particular field)
8.4 Indemnification – Customer.
Customer shall, at Customer’s sole expense, indemnify, defend and hold BRCA and its Affiliates, and theirrespective owners, shareholders, members, managers, directors, officers, employees, representatives,
agents, subcontractors, contractors, successors and assigns (collectively, “BRCA Indemnified Parties”)
harmless against all losses, claims, liabilities, damages, causes of action, judgments, settlement payments,
interest, awards, penalties, fines, costs and expenses (including without limitation reasonable court costs,
reasonable legal’ fees, and arbitration, mediation and expert fees and any recall costs and expenses)
arising out of or relating to Customer’s or Customer’s Affiliate’s, or their subcontractor’s, supplier’s,
integrator’s, end customer’s or representative’s: (a) negligent act or omission or willful misconduct; (b)breach of these Standard Terms or violation of applicable Law; (c) misuse or improper installation, storage,
maintenance or use of the Products, Software, and/or Prototypes, including failure to implement Software
Updates made available to Customer by BRCA; (d) incorporation of the Products, Software or Prototypes
into another product or service; (e) changes, alterations or additions to Products, Software, Prototypes orServices; or (e) Customer’s relationship with any end user customer, including any dispute with an end
user. Customer will be entitled to control the defense of such claim for which it is providing indemnity to
any BRCA Indemnified Parties pursuant to this Section 8.4. At Customer’s expense, BRCA will reasonably
cooperate in the defense of the claim, including but not limited to promptly furnishing Customer with all
relevant information within its reasonable possession or control. BRCA may participate in the defense atits own expense and through counsel of its choosing. Customer shall not admit liability or enter into any
settlement without the prior written approval of BRCA.
8.5 LIMITATION ON LIABILITY AND REMEDIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE STANDARD TERMS
AND EXCEPT FOR BRCA’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: BRCA AND ITS AFFILIATES, AND THEIRLEGAL_39124761.1

RESPECTIVE OWNERS, SHAREHOLDERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS,EMPLOYEES,REPRESENTATIVES,AGENTS,SUBCONTRACTORS,CONTRACTORS,SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY OF THE FOLLOWING LOSSES ORDAMAGES: EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECTDAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES,LOST SALES, LOSS OR CORRUPTION OF DATA, LOSS OF PRODUCT USE, LOSS OF BUSINESS,
LOSS OF GOODWILL, DOWNTIME COSTS, DAMAGE TO ASSOCIATED EQUIPMENT, LOSS OF
REPUTATION, LOSS OF DATA, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, OR
CLAIMS OF CUSTOMER’S END USER CUSTOMERS, FOR SUCH DAMAGES OR LOSSES), EVEN IF
CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCHDAMAGES OR LOSSES WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE AND
NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN
NO EVENT SHALL BRCA’ TOTAL AGGREGATE LIABILITY ARISING OUT OF THESE STANDARDTERMS AND CONDITIONS OF SALE, WHETHER UNDER TORT, CONTRACT, WARRANTY OR
OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO BRCA FOR THE PRODUCTGIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING NOTICE OF THE CLAIM.
THE LIMITATIONS OF LIABILITY CONTAINED IN THESE STANDARD TERMS ARE A FUNDAMENTAL
PART OF THE BASIS OF BRCA’ BARGAIN HEREUNDER AND BRCA WOULD NOT ENTER INTOTHESE STANDARD TERMS ABSENT SUCH LIMITATIONS. BRCA’ rights and remedies set forth hereinshall be in addition to any legal or equitable right or remedy available to BRCA. No waiver of any of BRCA’rights or remedies shall be effective without BRCA’ express written consent.

9

CONFIDENTIAL INFORMATION.

9.1 Confidentiality Definitions.
Any non-public technical, financial or business information, trade secrets, content, or any other information
provided by one Party (the “Disclosing Party”) to the other party (the “Receiving Party”) directly or
indirectly, orally or in writing that is: (a) marked confidential or proprietary, or (b) given the nature of theinformation or the circumstances surrounding its disclosure, reasonably should be deemed confidential(“Confidential Information”) shall be held in confidence by the Receiving Party, not disclosed, and not
be used by such Party except to the extent necessary to carry out its obligations or express rights
hereunder, except as otherwise authorized by the Disclosing Party in writing. Confidential Information
includes, but is not limited to these Standard Terms, Purchase Orders, Quotations, Statements of Workand any other agreements between BRCA and Customer relating to, and any information and data
concerning the Products, Prototypes, Software and the Services. The Disclosing Party or its licensors
retain all right in such Confidential Information. When applicable, all Specifications accompanying a
Quotation are considered confidential to BRCA, therefore they are to be solely reviewed by personnel of
the Customer on a need to know basis, unless otherwise authorized in writing by BRCA.

9.2 Obligations.
The Receiving Party will use Confidential Information only in connection with its performance under theseStandard Terms or any Quotation related thereto. The Receiving Party shall use the same degree of careto avoid any disclosure or use of the Confidential Information as it uses for its own confidential, proprietary
and trade secret information, but in no case use less than a reasonable degree of care. The Receiving
Party agrees to limit disclosure of Confidential Information to employees, contractors or agents andemployees, contractors or agents of Affiliates having a specific need to know such Confidential Informationin furtherance of its performance under these Standard Terms.
9.3 Exceptions.
The confidentiality obligations under this Section 9 do not apply to any information that: (a) is generally
known, or readily ascertainable by proper means, by the public other than through the Receiving Party’s
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fault; (b) was known by or in the possession of the Receiving Party or its Affiliate at the time of disclosure
as shown by the Receiving Party’s and/or its Affiliates’ files and records prior to the time of disclosure,other than as a result of any improper act or omission of the Receiving Party or its Affiliate; (c) is rightly
received by the Receiving Party from a third-party not subject to any nondisclosure obligations with respect
to the Confidential Information; or (d) is independently developed by an employee, agent or consultant of
the Receiving Party or its Affiliates without reference to or use of the Disclosing Party’s Confidential
Information.
9.4 Compelled Disclosure.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent it isrequested, ordered or required by a regulatory agency or any other government authority or a court to doso; provided the Receiving Party promptly notifies the Disclosing Party of such request, order or
requirement (to the extent legally permitted) and provides reasonable assistance, at the Disclosing Party’s
cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law todisclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing
Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall
reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that
Confidential Information. If such protective order or other remedy is not obtained, the Receiving Party shallfurnish only that portion of the Confidential Information that is legally required and use commerciallyreasonable efforts to obtain assurance that confidential treatment shall be accorded the Confidential
Information.
9.5 Reproduction and Return of Confidential Information.
The Confidential Information provided by the Disclosing Party shall not be copied or reproduced without
the Disclosing Party’s prior written consent, except for such copies as may reasonably be required by the
Receiving Party for its performance of its obligations under these Standard Terms. Upon the Disclosing
Party’s request, the Receiving Party shall promptly return to the Disclosing Party (or its designees) all
Confidential Information received from the Disclosing Party or certify that it has destroyed all Confidential
Information, in whatever form, including written or electronically recorded information and all copies thereof(other than copies retained in automatic back-up and archive systems). Notwithstanding the foregoing, theReceiving Party shall be entitled to retain one copy of the Confidential Information with its legal counsel orother appropriate corporate representative to evidence the exchange of information hereunder and inconnection with legal or statutory requirements. All such retained copies shall be subject to the use anddisclosure restrictions set forth in this Section 9 of these Standard Terms for so long as the Confidential
Information is retained.

10

TERM AND TERMINATION.

10.1 Termination for Breach.
Either Party may terminate these Standard Terms, a Purchase Order, Statement of Work or an accepted
Quotation: (a) upon material breach of any material term of these Standard Terms by the other Party which
is not remedied within thirty (30) days after written notice of such breach is issued by the non-breaching
Party; or (b) if a Party becomes insolvent or makes an assignment for the benefit of creditors, or such Party
institutes any voluntary proceeding under bankruptcy, reorganization, arrangement, readjustment of debt
or insolvency law of any jurisdiction or for the appointment of a receiver or trustee in respect to any of theParty’s property, then termination shall be automatic and immediate; however, in the event any suchproceeding is initiated by a third-party against such Party, termination shall be automatic if such proceeding
is not dismissed or cured by the Party within thirty (30) days after the filing thereof. Upon termination, allrights, licenses, consents and authorizations granted by a Party hereunder will immediately terminate,
other than those expressly specified to continue after termination. The rights of termination provided herein
are not exclusive of other remedies that BRCA may be entitled to under these Standard Terms or in law
or equity.
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10.2 Payment upon Termination.
In no event will termination relieve Customer of its obligation to pay any fees payable to BRCA for theperiod prior to the effective date of termination.
10.3 Surviving Provisions.
Sections 1, 3.7 and 5 through 11 will survive any termination or expiration of these Standard Terms, any
Purchase Order, Statement of Work or Quotation.

11

MISCELLANEOUS PROVISIONS.

11.1 Posting Through BRCA Website.
BRCA may modify these Standard Terms from time to time by posting revised Standard Terms to BRCA’
Website at https://www.boschrexroth.com/en/ca/legal-notice/other legal notices
as revised from time to time, the “Updated Standard Terms”). Such Updated Standard Terms shall apply
to all Purchase Order or Quotation revisions/amendments and new Purchase Orders or Quotations issued
on or after the effective date of such Updated Standard Terms.
11.2 Waiver.
No waiver of any of provisions of these Standard Terms shall be effective unless agreed to in writing signedby BRCA. No oral agreement, course of performance or other means other than such written agreement
signed by both parties expressly providing for such waiver shall be deemed to waive any provision of theseStandard Terms.
11.3 Compliance with Applicable Law.
Each Party shall, at its sole cost and expense, comply with all applicable Laws and other requirements
relating to or affecting these Standard Terms, the Products, Prototypes, Services (including their sale,transfer, handling, storage, use, disposal, export, re-export and transshipment) and/or Software.
11.4 Interpretation and Headings.
No provision may be construed against BRCA as the drafting Party. Section headings are for convenienceor reference only and will not affect the meaning or interpretation of these Standard Terms.
11.5 Notice.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a"Notice") shall be in writing and, for (a) Notices sent to BRCA, addressed to Bosch Rexroth Canada Corp.,
490 Prince Charles Dr S, Welland, ON L3B 5X7, Attention: Customer Service, and (b) Notices sent toCustomer, addressed to the address set forth for the Customer on the face of the Purchase Order, in eachcase as such address may be updated from time to time by the receiving Party in writing. All Notices shallbe delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or
certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise
provided in these Standard Terms, a Notice is effective only (x) upon receipt of the receiving party, and (y)if the party giving the Notice has complied with the requirements of this Section 11.5.
11.6 Force Majeure.
In the event either Party is unable to fully perform its obligations hereunder (except for Customer's
obligation to pay for Products, Prototypes, the Software and/or Services ordered) due to events beyond its
reasonable control, that by their nature could not have been foreseen, or, if it could have been foreseen,
was unavoidable, including but not limited to labor strikes, lock-outs or other industrial disputes (whether
involving its own workforce or a third party’s), acts of God, action by any governmental authority (whether
valid or invalid), fires, floods, windstorms, earthquakes, natural disasters, tariffs, embargoes, explosions,riots, acts of terrorism or sabotage, malicious damage, wars, electronic viruses, worms or corrupting
microcode, or court injunction or order, shortage of supply or delay in delivery by BRCA’ vendors,
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breakdown of plant or machinery, default of suppliers or sub-contractors, inability to obtain or secure:power, material, labor, transportation and equipment (collectively, “Force Majeure Event”), that Party
shall be relieved of its obligations to the extent it is unable to perform. Timely notice of such inability toperform shall be given to the other Party. In the event of BRCA’ inability to perform due to a Force Majeure
Event, Customer shall be entitled to reduce its purchase obligations towards BRCA by the quantities
purchased from other sources, but shall not have the right to terminate this Agreement. Upon a Force
Majeure Event, BRCA shall have the right to allocate its inventory of Products and Prototypes to customers
as determined by BRCA in its sole discretion.
11.7 Assignment.
Neither Party may assign any rights or obligations hereunder without the prior written consent of the otherParty, which consent will not be unreasonably withheld or delayed. An internal corporate reorganization,
which does not result in a change of control or beneficial owner, shall not be deemed an assignment under
this provision.
11.8 Relationship of the Parties.
Customer and BRCA are independent contracting Parties and nothing hereunder or in the course of
performance of these Standard Terms shall grant either Party the authority to create or assume an
obligation on behalf or in the name of the other Party, or shall be deemed to create the relationship ofagency, joint venture, partnership, association or employment between the Parties.
11.9 Severability.
In the event that any provision or portion of a provision herein is determined to be illegal, invalid, or
unenforceable by a court of competent jurisdiction or by an arbitration panel in accordance with Section
11.10 below, the validity and enforceability of the remaining provisions shall not be affected, and in lieu ofsuch provision, a provision similar in terms as is legal, valid and enforceable shall be added hereto.
11.10 Dispute Resolution; Governing Law.
These Standard Terms, the Quotation, Statement of Work and/or Purchase Order and all disputes between
the Parties arising out of or related thereto shall be governed by the laws of the Province of Ontario andthe federal laws of Canada applicable therein, except for its choice of law rules; the United Nations
Convention on the International Sale of Goods shall not apply. BRCABRCA and Customer shall firstendeavor to resolve through good faith negotiations any dispute arising under or related to these Standard
Terms or with respect to the Products, Software, Prototypes, or the Services. If a dispute cannot be
resolved through good faith negotiations within thirty (30) days, either Party may request non-binding
mediation by a mediator approved by both Parties. If mediation fails to resolve the dispute within thirty (30)days after the first mediation session, then, upon notice by either Party to the other, any and all disputes,
controversies, differences, or claims arising out of or relating to these Standard Terms (including theformation, existence, validity, interpretation (including of this clause), breach or termination thereof) or the
Products, Software, Prototypes, or the Services shall be resolved exclusively through binding arbitration,
except that either Party shall have the right, at its option, to seek injunctive relief, under seal to maintainconfidentiality to the extent permitted by Law, from a court of competent jurisdiction. A request by a Party
to a court of competent jurisdiction for such interim measures shall not be deemed incompatible with, or awaiver of, this agreement to arbitrate. The Parties agree that any ruling by the arbitration tribunal on interim
measures shall be deemed to be a final award for purposes of enforcement. The arbitration proceedings
shall be administered by the International Centre for Dispute Resolution Canada (“ICDR Canada”) in
accordance with its Canadian Arbitration Rules . Within fourteen (14) days after the commencement ofarbitration, each Party shall select one person to act as arbitrator and the two selected shall select a third
arbitrator within ten (10) business days of their appointment. If the arbitrators selected by the Parties areunable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the ICDR Canada.
The legal seat of arbitration and venue for hearings will be Toronto, Ontario, and the language of thearbitration shall be English. The arbitrators’ award shall be final and binding. The arbitrators shall issue awritten opinion setting forth the basis for the arbitrators’ decision. The written opinion may be issued
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separately from the award by the arbitrators where necessary to preserve confidentiality. Each Party shallbear its own fees and costs, and each Party shall bear one half the cost of the arbitration hearing fees, andthe cost of the arbitrator, unless the arbitrators find the claims to have been frivolous or harassing. Either
Party may apply to have the arbitration award confirmed and a court judgment entered upon it by any courtof competent jurisdiction.. The arbitrators shall have no authority to award punitive damages or any otherdamages excluded herein, to the maximum extent permitted by law. Except as may be required by Law,neither a Party, its counsel, nor an arbitrator may disclose the existence, content, or results of any
arbitration hereunder without the prior written consent of both Parties. The parties undertake to keep
confidential all awards in the arbitration, together with all materials in the arbitration created for the purposeof the arbitration and all other documents produced by another party in the proceedings not otherwise in
the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect
or pursue a legal right, or to enforce or challenge an award in legal proceedings before a provincial court
or other legal authority (in which case the party bring such proceedings shall seek to do so under seal tothe extent permitted by law). The parties shall seek the same undertaking of confidentiality from all thosethat it involves in the arbitration, including but not limited to any authorized representative, witness of fact,
expert or service provider.
11.11 Limitation Period.
Except as provided in this Section 11.11, all claims must be made within the period specified by applicable
Law. If the law allows the Parties to specify a shorter period for bringing claims, or the law does not provide
a time at all, the claims must be made within eighteen (18) months after the cause of action accrues.
11.12 Export Control.
Activities undertaken by either Party pursuant to these Standard Terms shall at all times be consistent withall import and export and national security laws or regulations of Canada and any applicable foreign agency
or authority. Neither Party shall import, export or re-export, or authorize the export or re-export of any
product, technology, or information that it obtains or learns hereunder, or any copy or direct product thereof,
in violation of any of such laws or regulations without the required license or approvals required thereunder.
11.13 Government Contracts.
11.14 If Products, Prototypes, the Software and/or Services are purchased under a government
contract or sub-contract, Customer shall promptly notify BRCA of the provisions of any
government procurement laws and regulations which are required to be included in thecontract covering the Products, Prototypes, the Software and/or Services ordered, which
BRCA must agree upon in writing. If compliance with such provisions increase BRCA’ costs
or liability, or encumbers any BRCA Intellectual Property Rights, BRCA shall be entitled, at
its option, to adjust the prices accordingly, request separate payment of the additional costs,
or terminate these Standard Terms and/or the applicable Purchase Order, in which case
Customer shall be responsible for all costs incurred by BRCA prior to such termination.
11.15 Language
The parties acknowledge that it is their wish that the Standard terms and all documents relating thereto bein the English language only. Les parties aux presents reconnaissent avoir voulu que les conditions
générales et tous ainsi que tous les documents qui s’y rattachent soient rediges en langue anglaise
seulement.
11.16 Entire Agreement.
These Standard Terms and all other agreements incorporating these Standard Terms constitute the soleand entire agreement under which BRCA will sell and Customer will purchase the Products, Software,
Prototypes and Services. Terms and conditions proposed by Customer that are different from or in addition
to the provisions of these Standard Terms are hereby expressly rejected by BRCA and are not a part ofthese Standard Terms, any Purchase Order or accepted Quotation, Statement of Work and Customer’s
acceptance is expressly limited to the terms of this Standard Terms. These Standard Terms and all other
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agreements incorporating these Standard Terms constitute the entire agreement between BRCA andCustomer with respect to the matters contained herein/therein and supersede all prior or contemporaneousoral or written agreements, representations and/or communications. These Standard Terms may be
modified only by an amendment issued and signed by an authorized representative of BRCA.

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