GENERAL TERMS & CONDITIONSOF BALLUFF INC. FOR THE PROVISION OF
PROTOTYPES FOR TEST PURPOSES
Dated 07/2021

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Scope - General information - Offers
By providing prototypes to certain customers, Balluff Inc. (hereinafter referred to as “Balluff”) desires to include
customer feedback in its development of new products so that the finished product considers and incorporates customer
preferences to the extent possible.
These General Terms and Conditions (hereinafter referred to as “T&C”) of Balluff apply exclusively to the provision of
prototypes for test purposes on a temporary or permanent basis, either at a charge or free of charge, including any
ancillary hardware and/or software provided with the prototype (hereinafter referred to collectively as “prototype(s)”).
These T&C are an integral part of the accompanying contract between the parties (collectively, this “Agreement”), andthis Agreement comprises the entire agreement between the parties regarding the subject matter hereof.
Notwithstanding anything to the contrary set forth herein, the terms and conditions of said contract shall prevail to theextent they are inconsistent with these T&C.
Unless expressly agreed otherwise, Balluff may revoke its offer at any time before it is accepted by the customer. An
order and/or offer from the customer only becomes binding for Balluff when it has been confirmed in writing by Balluff or
has been accepted conclusively by a provision of the prototypes or invoicing.
Delivery - Delivery time - Extension of delivery times
Unless expressly agreed in writing otherwise, the delivery dates are estimates only. Balluff shall not be liable for any
delays, loss, or damage in transit.
In any event, the delivery time does not begin until all relevant details have been clarified and both contracting parties
have executed this Agreement.
The delivery dates are subject to: (a) Balluff receiving timely all documents to be supplied by the customer, (b) the
customer having obtained timely all necessary licenses and permits; and (c) the customer having fulfilled all of its
contractual obligations timely, including the payment of any applicable charges.
Force majeure
Balluff shall not be liable or responsible to the customer, nor be deemed to have defaulted under or breached thisAgreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such
failure or delay is caused by or results from acts beyond Balluff’s reasonable control, including, without limitation, thefollowing force majeure events (“Force Majeure Event”): (a) acts of God; (b) flood, fire, earthquake, epidemics,
pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot orother civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of thisAgreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial
disturbances; (h) shortage of adequate power or transportation facilities; and (i) other events beyond the reasonable
control of Balluff. Upon the occurrence of a Force Majeure Event, either party may terminate this Agreement by written
notice.
Balluff is relieved of the obligation to supply the prototype(s) to the customer if Balluff does not receive timely the correct
prototype ordered for the fulfillment of the Agreement through no fault of its own.
Duration
This Agreement will stipulate whether the prototypes are provided to the customer permanently or only on a temporary
basis.
If the prototypes are provided on a temporary basis, the Agreement will define when the customer is required to return
the prototypes. Balluff may in its discretion withdraw any prototypes at any time. If Balluff withdraws prototypes withinone (1) year after delivery, then Balluff will refund the amount paid by the customer for the withdrawn prototypes.
Otherwise, Balluff will have no obligation to refund any amounts to the customer. Balluff may require that the customer
return the prototypes and destroy all confidential information of Balluff immediately if the customer breaches any terms
or conditions of these T&Cs.
Any return to Balluff shall be at the customer’s expense and risk. The customer shall deliver the prototypes DDP
Balluff’s plant in Florence Kentucky (Incoterms 2020) in their original packaging and in the same condition that they
were supplied to the customer, normal wear and tear excepted.
If the customer fails to return the prototype(s) when or as required, or the prototypes are received in a damaged
condition, Balluff shall be entitled to charge the customer the fair market value of the prototype(s), as determined by
Balluff in its reasonable discretion. Payments received by Balluff from the customer for the prototypes, if any, will becredited to the amount owed.
All terms and provisions of these T&Cs which, by their nature, are intended to survive termination will survive
termination, including without limitation all use restrictions, ownership terms, confidentiality obligations, indemnification
obligations, disclaimers and limitations of liability.
Place of use - Resale
The customer shall only use the prototypes at its principal place of business, unless this Agreement expressly approvesanother place of use.

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Irrespective whether Balluff provides the prototypes on a temporary or permanent basis, at a charge or free of charge,
the customer is not permitted to resell or otherwise transfer ownership or possession of the prototypes, separately or
installed or integrated in another product.

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Delivery Terms
Balluff will deliver the prototypes EXW Balluff’s plant in Florence, Kentucky (Incoterms 2020).

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Quality - Suitability for use - Approval tests - Special features
The quality and the suitability for use of the prototypes are regulated exclusively and definitively in the Agreement. Any
quality or product specifications not set forth in this Agreement are hereby excluded.
This Agreement will state whether testing has been performed with respect to the prototypes; in the absence of any
such statement, no testing has been performed. The customer acknowledges that no approvals, permits or certifications
with respect to the prototypes have been obtained, including but not limited to any wireless radio license or the ATEX
test.
The customer shall be responsible for confirming whether it is permitted to use the prototypes at the agreed location(cf. Clause 5.1) without any, or shall obtain and maintain at the Customer’s expense any required, approvals, permits, or
certifications, and any such use shall be solely at the risk of the customer.
The customer acknowledges and agrees to the following:a) The prototypes are products which are in the pre-production stage, have not been tested or not fully tested, andhave not received the necessary approvals, permits, and certifications.
b) The prototypes may only be used for test and research purposes.
c) The technical design of the prototypes and any accompanying documentation are provisional.
d) The specifications and technical data of the prototypes may change.
e) Balluff may decide not to mass produce the prototypes and may thus not be able to supply finished goods ofidentical construction.
f) The customer must apply special care during the use and commissioning of the prototypes.
g) Any safety notices concerning the prototypes must be observed.
h) The customer must immediately contact Balluff in case of problems related to the prototypes.
i) The prototypes may only be used in an environment where no bodily injury, death, or property damage may occur
as a result of a malfunction or a failure.
j) If the customer utilizes the prototype(s) for safety-relevant applications, the customer is solely responsible for taking
all necessary measures to ensure safety and accident prevention.
Claims for defects - Complaints
The customer shall inspect the prototype(s) upon receipt and will be deemed to have accepted the prototype(s) unless it
notifies Balluff in writing of any nonconformity within 14 days of receipt.
If the customer pays for the prototype(s), any claims for defects become time-barred 12 months from the date ofdelivery.
Balluff shall not be liable for any defects resulting from any of the following acts or omissions by customer or customer’s
personnel:a) Non-compliance with and/or incorrect and/or incomplete implementation of the guidelines, requirements, andinformation in the Agreement;b) Reasonable wear and tear;c) Changes to the prototypes, including but not limited to combining the prototypes with other items, or incorporating
said prototype into another item;d) Improper use of the prototypes;e) Improper storage of the prototypes;f) Problems and/or damage arising as a result of incorrect or negligent handling of the prototypes;g) Problems and/or damage arising as a result of excessive use or unsuitable operating equipment;h) Problems and/or damage arising from the joining, mixing, and/or processing of the prototypes with unsuitable,
incorrect, or defective components and/or improper handling and/or use by the customer and/or a third party;i) Problems and/or damage arising from special external factors that are not preconditions in accordance with theAgreement; orj) Problems and/or damage which can be attributed to the fact that the customer did not use the accessories(hardware and software) offered by Balluff to be used with the prototype.

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No Warranties
BALLUFF MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROTOTYPES, EXPRESS OR
IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, OR UNDER THIS AGREEMENT,AND BALLUFF SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL,
OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE NON-INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHTS OF THIRD PARTIES.
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Property rights - Rights of use
All intellectual property rights related to the prototypes remain the sole property of Balluff, including but not limited tointellectual property rights related to any hardware or software provided with the prototypes.
The content and scope of the customer’s rights of use in relation to the prototypes arise exclusively from the Agreement.
In each case the customer is required to use the prototypes solely for test purposes at the agreed place of use andalways operate the prototypes with reasonable care and prudence. In all circumstances the customer shall refrain fromusing or exploiting the prototypes in any way outside of test purposes or allowing third parties to use or exploit the
prototypes in a manner outside of test purposes. Without limiting the foregoing, the customer shall not copy, reverse
engineer, decompile, or attempt to derive the composition of the protypes or permit any third party to do so.

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The customer acknowledges and agrees that the customer shall treat the prototypes, their functionality, and theiraccessories, all Feedback (as defined in Clause 12.1 below), as well as the existence and testing of the prototypes by
the customer, as confidential information of Balluff and not disclose any confidential information to third parties.
Furthermore, the customer may not use the prototypes for any purpose other than to test such prototypes in accordancewith the Agreement. Affiliated companies of the customer are also understood to be a third party within the meaning of
this Section 10, unless Balluff has previously consented in writing to a disclosure to affiliated companies.
The rights to all work results, know-how, and property rights, which Balluff achieves in connection with the manufactureand supply of the prototypes, as well as within the framework of the collaboration with the customer, belong exclusively
to Balluff, unless Balluff has made an express written agreement to the contrary with the customer.
To the extent Balluff or the customer makes or conceives any invention, improvement, development, idea, ormodification as a result of the Agreement (an “Improvement”), such Improvements shall be owned solely by Balluff, andcustomer agrees to assign, and hereby assigns, all of its right, title, and interest in and to any such Improvement toBalluff for no additional compensation or consideration. The customer shall take all appropriate action and execute anddeliver all documents that Balluff deems necessary or advisable to effectuate this Clause 10.5, including for Balluff toprosecute, register, perfect, or record its rights in or to any Improvement. The customer hereby appoints Balluff as thecustomer’s attorney-in-fact with full irrevocable power and authority to take any such actions and execute any such
documents if the customer refuses or, within a period deemed reasonable by Balluff, otherwise fails to do so.
Liability with respect to prototypes
The prototypes are provided on an “AS IS” basis, without any representation or warranty of Balluff. Furthermore,because the prototypes are provided for testing purposes only, subject to Clause 4.2 and Clause 8.1, the customer
hereby waives any and all claims it may have (including without limitation claims for defects and damages) against
Balluff arising from the provision of the prototypes, irrespective of the basis on which the claims are formed.
This waiver and limitation on liability also applies if a Balluff employee has advised the customer with regard to thepossible use of the prototypes and/or has instructed the customer on how to operate the prototypes. Furthermore,
Balluff makes no representation or warranty, express or implied, as to the accuracy or completeness of the data
generated with the prototypes.
The customer shall defend, indemnify, and hold harmless, Balluff for any third-party claims brought against Balluff
related to, or arising out, use of the prototype by the customer.
Feedback and Data - Exchange
The customer is entitled, but not obligated, to provide Balluff with the data which they generated about their applications
using the prototypes, preferably in digital form, and other types of feedback related to the prototypes (such digital dataand other feedback, collectively, the “Feedback”). The customer grants to Balluff a perpetual, irrevocable, worldwide,
transferable, sublicensable, fully-paid, license to Balluff to copy, modify and otherwise use the digital data fordevelopment purposes. Balluff shall always treat such digital data in the strictest confidence. Balluff shall own and isentitled to use all other Feedback in any manner, and the customer agrees to assign, and hereby assigns, all of its right,
title, and interest in and to all such Feedback to Balluff for no additional compensation or consideration.
The customer and Balluff aim to agree on the use by the customer of the prototypes with the objective of making series
products from the prototypes.
However, there is no obligation on the parties from Clause 12.2.
PricesThe Agreement will set forth whether the customer is required to pay for the prototypes or if the prototypes are provided
free of charge. Any prices are net prices and apply EXW Florence, Kentucky (Incoterms 2020).
For sales to customers outside the US, the agreed prices are always net prices, i.e. the price to be paid by the customer
after deduction of any foreign taxes. The term “foreign taxes” covers any corporate, sales, use and excise taxes,
customs duty, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on
any amounts payable by the customer or with respect to the prototypes. All foreign taxes shall be assumed and paid infull by the customer. The customer undertakes to provide Balluff with all necessary tax certificates, tax assessments,
and all other documents, which are required by Balluff in order to fulfill the tax obligations of Balluff abroad and in theUS.
Terms of payment - Offsetting - Counterclaims - Assignment
If the customer is charged for the prototypes, the terms of payment will be defined in the Agreement.
The customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or
dispute with Balluff, whether relating to Balluff’s breach or otherwise.
The customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the priorwritten consent of Balluff. Any purported assignment or delegation in violation of this Section 14 is null and void. No
assignment or delegation relieves the customer of any of its obligations under this Agreement.
Compliance with law
The parties are aware that the prototypes may be subject to export and import restrictions. In particular, there may be
export license requirements or the export and/or use of the prototypes or associated technologies abroad may besubject to restrictions. The customer shall comply with all applicable laws and regulations, including but not limited toexport and import laws, of all countries involved in the provision or use of the prototypes under this Agreement. Balluff’s
performance of this Agreement is subject to the proviso that it does not violate national and international laws or
regulations.
The customer shall not make the prototypes available to a governmental authority for inspection, licensing, or permitting,without the prior written consent of Balluff.

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Limitation of Liability.
IN NO EVENT SHALL BALLUFF BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE,
REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
IN NO EVENT SHALL BALLUFF’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, EXCEED THE PRICE PAID BY THE CUSTOMER FOR THE PROTOTYPE GIVING RISE TO THE
CLAIM.
ALL WAIVERS AND LIMITATIONS OF LIABILITY WILL APPLY WHETHER THE DAMAGES ARISE OUT OF BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCHDAMAGES WERE FORESEEABLE AND WHETHER OR NOT BALLUFF HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITSESSENTIAL PURPOSE
Equitable remedies - Place of performance - Place of jurisdiction - Applicable law
The customer acknowledges and agrees that, due to the unique nature of the prototypes, money damages alone would
not be a sufficient remedy and Balluff would have no adequate remedy at law in the event of a breach of the customer’s
obligations pro-vided in Section 5, Section 10 or Section 12. Therefore, upon any such actual or threatened breach andin addition to all other legal remedies available to Balluff, Balluff will be entitled to injunctive relief without posting a bondas well as specific performance and such other equitable remedies as may be appropriate. The customer will notify
Balluff in writing immediately upon the occurrence of any breach of these T&Cs by the customer, including without
limitation a breach of Section 6, Section 11 or Section 13.
The place of performance for all obligations from the respective contract is Florence, Kentucky, United States ofAmerica.
Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted and maintained in thefederal courts of the United States of America having jurisdiction in, or the courts of the Commonwealth of Kentucky
located in, the County of Boone.
The law of the Commonwealth of Kentucky and the United States of America applies exclusively to the exclusion of theconflict of laws.

Doc.-No. 896036.003 · EN · G21

Balluff Inc.
8125 Holton Drive, Florence
Kentucky 41042-0937
Phone: +1 859 727 2200
Fax: +1 859 727 4823
balluff@balluff.com–4 –