1TERMS AND CONDITIONS OF SALE
July 2020
Except as otherwise agreed upon in writing by the Seller, these terms and conditions (“Agreement”) will
apply to all orders received and all sales made by the following entities: Measurement Specialties, Inc.,
Wema Americas LLC, American Sensor Technologies, Howard A. Schaevitz Technologies, Inc. (d/b/a
Macro Sensors), Alpha Sensors, Inc. (d/b/a Alpha Technics), and Silicon Microstructures, Inc., each a TE
Connectivity Ltd. company and each, individually, the “Seller.”
1. GENERAL: The terms and conditions set forth herein as well as any terms and conditions printed
on the face of Seller’s order acknowledgment constitute the sole and entire agreement between
Seller and the buyer (“Buyer”) of goods and/or services from Seller with respect to the subject
matter hereof. Any term or condition in any printed form of Buyer, including but not limited toany order, confirmation or other document, which is in any way inconsistent with or in addition
to the terms and conditions hereof is hereby expressly rejected, and Seller’s acceptance of any
offer or order of Buyer is hereby expressly made in reliance on Buyer’s assent to all terms andconditions hereof. If Buyer objects to any of the terms or conditions hereof, such objection must
be made in writing and received by Seller within ten (10) calendar days after placing a purchaseorder. Failure to so object shall be conclusively deemed to be acceptance of the terms andconditions hereof. Seller’s failure to object to any term or condition in any oral or written
communication from Buyer, whether delivered before or after the date hereof, shall notconstitute an acceptance thereof or a waiver of any term or condition hereof. Electroniccommerce transactions between Buyer and Seller will be solely governed by this Agreement, andany terms and conditions on Buyer’s internet site will be null and void and of no legal effect on
Seller. All correspondence pertaining to this order, or to any of the terms and conditions coveredby this order, will be in the English language. Goods are provided pursuant to Seller’s partnumbers.
2. TAXES: Except as otherwise expressly stated herein, the prices do not include federal, state or
local sales, use, goods and services, excise or other similar taxes applicable to goods or services
involved in this transaction. All such taxes shall be paid by Buyer, unless Buyer provides Seller
with evidence satisfactory to Seller of exemption from such taxes. When Seller is required by law
or regulation to collect such taxes, Seller will add such taxes to the sale price of the goods orservices.
3.

PRICES: The sale price(s) for goods delivered hereunder (“Products”) are accepted as stated on
Seller’s order acknowledgment and will include the cost of Seller’s usual factory tests andinspections. The prices set forth herein are not subject to trade or other discounts. All quotationsof Seller expire thirty (30) calendar days from the date given. The price to Buyer for any Products
shall be the applicable published price or valid quote in effect at the time of order entry. All
prices are subject to change without notice and may be subject to any increase which may be ineffect on the date of shipment. Except as otherwise expressly stated herein, any service calls orother service work performed by Seller shall be at Buyer’s expense in accordance with Seller’s
standard rates for such services. Buyer acknowledges that the pricing of the Products andservices and the other terms of this Agreement have been set based on the sections of thisAgreement providing for an agreed allocation of the risk for any defective Products or services
between the parties. Buyer further acknowledges that the pricing and terms would have beendifferent if there had been a different allocation of the risk.

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4.

DELIVERY, TITLE PASSAGE AND INSURANCE:(a) Delivery. Delivery or shipping dates are approximate only and merely represent Seller’s best
estimate of the time required to make delivery or shipment. Time is not of the essence withrespect to the transaction(s) covered by this Agreement, except with respect to Buyer’s
obligation to make all related payments. Seller’s obligations hereunder will be dependent uponSeller’s ability to obtain the necessary raw materials. Seller will not be liable for any loss or
expense (incidental, indirect, economic, consequential or otherwise) incurred by Buyer as aresult of any delay in delivery for any reason other than arbitrary refusal by Seller to perform.
Seller reserves the right to make partial deliveries and ship approximately forty (40) calendar
days in advance of shipping date. Lead time on orders and rescheduling are governed at Seller’s
discretion.
(b) Title Passage for Sales. Except as otherwise expressly stated herein, all deliveries hereunder
will be FCA Seller’s plant via a carrier selected by Buyer at its option, or otherwise by Seller,
freight collect, to Buyer and will be packed in Seller’s standard commercial shipping packages. In
all such cases title and risk of loss or damage will pass to Buyer upon Seller’s delivery of the
Products to the carrier for shipment to Buyer and no loss or damage will relieve Buyer of any
obligation hereunder, including payment for lost or damaged Products. Charges for shipping
may not reflect net transportation costs paid by Seller. Buyer shall reimburse Seller for any andall costs of storage incurred by Seller after the date that Seller is prepared to make shipment.
(c) Insurance. Buyer will pay, or reimburse Seller for, all insurance on the Products. Any
insurance proceeds collected by Buyer for Seller’s account will be promptly remitted to Seller in
U.S. Dollars. Any insurance policies purchased, whether by Buyer or Seller, will be for the benefitof Seller, whether or not Seller is named as an insured in such policies, until title and risk of loss
or damage to the Products pass to Buyer. Where possible, all insurance policies will provide thatthey are for the benefit of Seller and Buyer “as their interests may appear.”

5.

BUYER’S FINANCIAL CONDITION: This Agreement and all shipments made hereunder shall at all
times be subject to the approval by Seller of Buyer’s financial condition. If the financial condition
of Buyer at any time becomes unsatisfactory to Seller, in Seller’s sole discretion, or if Buyer fails
to make any payment when due, in addition to any other rights Seller may have, Seller may
defer or decline to make any shipment or shipments hereunder or may condition any such
shipment upon receipt of satisfactory security or cash payments in advance.

6.

PAYMENT TERMS: Except as otherwise expressly stated herein, Seller shall invoice Buyer at thetime of shipment of each installment on payment terms of cash in advance, except where open
account credit is established and maintained to Seller’s satisfaction, in which case payment
terms shall be net thirty (30) calendar days from date of shipment. All payments shall be in U.S.
Dollars. Buyer shall make all payments as provided herein without regard to whether Buyer has
made or may make any inspection or use of any Products. No discounts or setoffs shall be madeby Buyer against any invoices unless approved in advance by Seller. Any invoiced amount which
is not paid when due may bear interest at the rate of one and one-half percent (1-1/2%) per
month or the highest rate then permitted by law, whichever is less, until paid in full. Seller
reserves the right to exercise any of its lawful remedies if Buyer does not make payments whendue. Buyer shall promptly reimburse Seller for all costs and expenses, including reasonable
attorneys’ fees, incurred by Seller in collecting sums due it hereunder.

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7.

SECURITY INTEREST: Buyer hereby grants to Seller a security interest in all Products and allproceeds and products thereof until all amounts due or to become due hereunder have been
paid. Any repossession and removal of Products shall be without prejudice to any of Seller’sother remedies at law or in equity. Buyer agrees, at any time and without further consideration,
to do or cause to be done, executed and delivered, all such further acts and instruments(including without limitation financing statements appropriate for filing) as Seller may
reasonably request in order to perfect Seller’s security interest.

8.

FORCE MAJEURE: Seller shall not be liable for delay in performance or nonperformance of anyof its obligations hereunder, in whole or in part, if such performance is rendered impracticableby the occurrence of any contingency or condition beyond the control of either Seller or Seller’s
suppliers, including without limitation war, sabotage, embargo, riot, terrorism, or other civilcommotion, failure or delay in transportation, act of any government or any court oradministrative agency thereof (whether or not such action proves to be invalid), labor dispute(whether or not involving Seller’s employees), accident, fire, explosion, flood, earthquake orother casualty, shortage of labor, fuel, energy, raw materials or machinery or technical failure. If
any such contingency or condition occurs, Seller may allocate production and deliveries in any
reasonable manner and may include in such allocation any regular customers, whether or notthen under contract, and Seller’s own requirements. If, as a result of any such contingency,
Seller’s performance is delayed by more than six (6) months, the prices set forth herein shall be
subject to appropriate adjustment by Seller.

9.

LIMITED WARRANTY; SUITABILITY(a) Except as otherwise stated herein or in an order acknowledgment delivered to Buyer, Seller
warrants to Buyer that the Products (1) shall be free of defects in materials and workmanshipfor a period of one (1) year from the date of shipment to Buyer; and (2) shall be free of liens andencumbrances when shipped to Buyer. If Seller agrees in writing to provide and does provide
system design, drawings, technical advice, or any other services to Buyer in connection with
Products, then Seller further warrants to Buyer during the applicable Warranty Period that suchservices shall be undertaken in accordance with Seller’s reasonable technical judgment based on
Seller’s understanding of pertinent technical data as of the date of performance of suchservices. Seller’s warranties will not apply to any Product with respect to which there has been(i) improper installation or testing, (ii) failure to provide a suitable operating environment, (iii)
use of the Product for purposes other than that for which it was designed, (iv) failure to monitor
or operate the Product in accordance with applicable Seller specifications and good industry
practice, (v) unauthorized attachment or removal or alteration of any part of the Product, (vi)unusual mechanical, physical or electrical stress, (vii) modifications or repairs done by otherthan Seller, (viii) mishandling during shipment of the Product; or (ix) any other abuse, misuse,neglect or accident. In no circumstance shall Seller have any liability or obligation with respect toexpenses, liabilities or losses associated with the installation or removal of any Product or the
installation or removal of any components for inspection, testing or redesign occasioned by any
defect or by repair or replacement of a Product. Application Equipment, spare parts and handtools ordered or supplied hereunder may contain used parts and/or be reconditioned.
(b) Buyer shall notify Seller in writing promptly (and in no case later than thirty (30) calendar
days after discovery) of the failure of any Product to conform to the warranty set forth above,

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shall describe in commercially reasonable detail in such notice the symptoms associated withsuch failure, and shall provide to Seller the opportunity to inspect such Products as installed, if
possible. The notice must be received by Seller during the Warranty Period for such Product.
Unless otherwise directed in writing by Seller, within thirty (30) calendar days after submitting
such notice, Buyer shall package the allegedly defective Product in its original shipping carton(s)or a functional equivalent and shall ship it to Seller.
(c) Within a reasonable time after receipt of the allegedly defective Products and verification by
Seller that the Products fail to meet the warranty set forth above, Seller shall correct such
failure by, at Seller’s option, either (i) modifying or repairing the Products or (ii) replacing the
Products. Such modification, repair or replacement and the return shipment of the Productswith minimum insurance to Buyer shall be at Seller’s expense. Buyer shall bear the risk of loss ordamage in transit, and may insure the Products. Buyer shall reimburse Seller for transportation
costs incurred for Products returned but found by Seller not to be defective. Modification or
repair of Products may, at Seller’s option, take place either at Seller’s facilities or at Buyer’s
premises. If Seller is unable to modify, repair or replace Products to conform to the warranty set
forth above, then Seller shall, at Seller’s option, either refund to Buyer or credit to Buyer’s
account the purchase price of the Products less depreciation calculated on a straight-line basis
over Seller’s stated Warranty Period. THESE REMEDIES SHALL BE BUYER’S EXCLUSIVE REMEDIESFOR BREACH OF WARRANTY.
(d) EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SELLER MAKES NO OTHER
REPRESENTATIONS, OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,REGARDING THE PRODUCTS, THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIRMERCHANTABILITY, THEIR NONINFRINGEMENT, OR OTHERWISE. NO EMPLOYEE OF SELLER ORANY OTHER PARTY IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATIONS, WARRANTIES, OR
CONDITIONS FOR THE GOODS OTHER THAN THE WARRANTY SET FORTH HEREIN. SELLER’S
LIABILITY UNDER THE WARRANTY SHALL BE LIMITED TO A REFUND OF THE PURCHASE PRICE OF
THE PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR THE COST OF PROCUREMENT OR
INSTALLATION OF SUBSTITUTE GOODS BY BUYER OR FOR ANY SPECIAL, CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, OR CLAIMS OF ANY THIRDPARTIES.
(e) Buyer assumes the risk and agrees to indemnify Seller against and hold Seller harmless fromall liability relating to (i) assessing the suitability for Buyer’s intended use of the Products and of
any system design or drawing and (ii) determining the compliance of Buyer’s use of the Productswith applicable laws, regulations, codes and standards. Buyer retains and accepts full
responsibility for all warranty and other claims relating to, or arising from, Buyer’s products
which include or incorporate Products or components manufactured or supplied by Seller. Buyer
is solely responsible for any and all representations and warranties regarding the products madeor authorized by Buyer. Buyer will indemnify Seller and hold Seller harmless from any liability,
claims, loss, cost or expenses (including reasonable legal fees) attributable to Buyer’s products
or representations or warranties concerning same.
10.

LIMITATION OF LIABILITY AND INDEMNITY:NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT ORCOMMUNICATION, (A) SELLER’S LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY CLAIM(S)MEAS/Wema/AST/Alpha Sensors/SMI 7/2020

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RESULTING OR ARISING FROM OR RELATING TO THIS AGREEMENT,WHETHER IN CONTRACT,STRICT LIABILITY, TORT OR OTHERWISE, AND EVEN IF BUYER’S EXCLUSIVE REMEDY FAILS OF ITSESSENTIAL PURPOSE, SHALL IN NO EVENT EXCEED IN THE AGGREGATE THE TOTAL PURCHASE
PRICE RECEIVED BY SELLER FOR THE PRODUCTS (OR, IN THE CASE OF OBLIGATIONS ARISINGFROM OR RELATING TO PARTICULAR PRODUCTS OR SERVICES RENDERED IN CONNECTION
HEREWITH, THE PURCHASE PRICE OF SUCH PRODUCTS OR AMOUNT RECEIVED BY SELLER FOR
SUCH SERVICES, RESPECTIVELY), AND (B) SELLER SHALL IN NO EVENT BE LIABLE TO BUYER ORANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR
OTHERWISE, FOR SPECIAL, CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES OF ANY KIND
WHATSOEVER, OR CLAIMS OF ANY THIRD PARTIES. By accepting delivery of the Products
ordered, Buyer agrees that it indemnifies and holds harmless Seller from and against all claims,
loss, damage and liability, including without limitation for personal injury, property damage orcommercial loss of whatever kind, directly or indirectly arising from or relating to the hazards
inherent in Buyer’s facilities or activities.
11.

MEDICAL APPLICATIONS: In connection with any anticipated use of Products by Buyer inmedical applications, unless otherwise confirmed in a written agreement executed by duly
authorized representatives of Seller, Buyer acknowledges and agrees that:(a)Seller’s Products are manufactured under normal industrial conditions, which may not satisfy
the requirements applicable to products manufactured for certain medical applications. It is thesole responsibility of persons contemplating medical uses of Seller’s Products to comply with allapplicable laws, regulations, codes and standards, including but not limited to the U.S. Federal
Food, Drug and Cosmetic Act and regulations of the Food and Drug Administration. Seller’s
Products have not been designed, manufactured, tested or qualified for use in certain medical
applications (including life support systems) and Seller has not sought or received any rulings
from the FDA or any other federal, state, or local government agency as to the safety,
effectiveness or appropriateness of its Products for such applications. Persons intending toevaluate or to use Seller’s Products for medical purposes must rely on their own medical andlegal judgment without any representation on Seller’s part.
(b) Buyer will indemnify, defend, and hold harmless Seller and its officers, directors, employees,
agents, and contractors from and against any and all losses, claims, damages, liabilities, andexpenses (including reasonable attorneys’ fees) arising out of or based upon any bodily injury orproperty damage arising from Buyer’s incorporation of Products as part of any product made by
Buyer for medical applications, including without limitation cardiac pacemakers, defibrillators,
electrodes, leads, and programmers, and components therefore. Seller shall give Buyer written
notice of any such claim and shall cooperate in the defense of such claim at Buyer’s expense.

12.

ACCEPTANCE; RETURNS: Buyer shall inspect Products promptly upon their receipt. Unless Buyer
notifies Seller in writing within thirty (30) calendar days after the receipt of Products or therendering of services that the Products or services are nonconforming, describing thenonconformity in commercially reasonable detail, Buyer shall be deemed to have accepted theProducts or services. Acceptance as aforesaid shall constitute acknowledgment of full
performance by Seller of all its obligations hereunder. No Products delivered and accepted
under this Agreement are subject to returns except upon (a) written approval of Seller and (b)payment of a fair and equitable restocking charge as determined by Seller’s restocking charge
policy at the time of return.

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13.

PATENTS: Seller agrees to settle or defend any suit or proceeding brought against Buyer insofar
as such suit or proceeding is based on a claim that any Product constitutes direct infringementof any issued United States patent. Seller shall pay all damages and costs finally awarded therein
against Buyer, provided Seller is informed by Buyer in writing within ten (10) calendar days after
receipt by Buyer and furnished a copy of each communication, notice or other action relating to
the alleged infringement and is given all authority (including the right to exclusive control of the
defense of any suit or proceeding), information and assistance necessary to settle or defend
such suit or proceeding. In the event such Product or any part thereof is, in such suit, held toconstitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by
its own election and at its own expense, either (a) procure for Buyer the right to continue using
such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part
thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated tosettle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is inbreach of any term herein or the alleged infringement arises out of compliance with Buyer’s
specifications or any addition to or modification of the Product after delivery thereof or fromuse of the Product or any part thereof in conjunction with other goods or in the practice of aprocess. Seller’s obligations hereunder shall not apply to any alleged infringement occurring
after Buyer has received notice of such alleged infringement unless Seller thereafter gives Buyer
express written consent for such continuing alleged infringement. Seller shall not be bound inany manner by any settlement hereunder made without its prior express written consent, NOR
SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OFPATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by
Buyer for the allegedly infringing Product. If infringement is alleged prior to completion ofdelivery of a Product, Seller may decline to make further shipments without being in breach ofthis Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR
PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR
CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle
or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller
based on an allegation that any Product furnished hereunder according to designs or
specifications furnished by Buyer infringes any patent, provided Buyer is promptly notified inwriting of such suit or proceeding and is given all authority (including the right to exclusive
control of the defense of any suit or proceeding), information and assistance necessary to
defend or settle any such suit or proceeding.

14.

PROPERTY FURNISHED BY BUYER: If Buyer furnishes any components, tools, dies, jigs or otherproperty, equipment, material, or facilities to Seller in connection with the performance of thisAgreement, Buyer shall bear all risk of loss or damage with respect to such property, equipment,material, or facilities and shall indemnify and hold Seller harmless from and against all loss, cost,
expense or liability arising in connection with its use of any such property, equipment, material,or facilities. Seller shall not be responsible for any delay in performance or nonperformancehereunder or the failure of any Product to conform to applicable specifications resulting, inwhole or in part, from Seller’s use of property, equipment, material, or facilities furnished byBuyer.

15.

PROPRIETARY INFORMATION: As used herein, the term “Proprietary Information” includes any
information, material or apparatus, of a confidential or proprietary nature obtained from Seller
and any information obtained from Seller which is not readily available to Seller’s competitors

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and which, if known by a competitor of Seller, might lessen any competitive advantage of Seller
or give such competitor a competitive advantage. Seller retains ownership of all Proprietary
Information, whether written, oral, electronic, visual, graphic, photographic, observational orotherwise, and all documentation which contains Proprietary Information. Buyer shall notdisclose, duplicate or reproduce any Proprietary Information, in whole or in part, nor shall Buyer
use any Proprietary Information other than in the course of performing its obligations
hereunder. Buyer shall take all reasonable steps to prevent the disclosure, duplication or
reproduction of any Proprietary Information. Buyer shall limit access to the Proprietary
Information to those employees of Buyer with a valid need to know. Notwithstanding theforegoing, Buyer shall not be required to refrain from disclosing or using any Proprietary
Information which has become known to Buyer if the original source of such Proprietary
Information was not Seller or any person or party affiliated with Seller or having a relationship ofconfidentiality with or an obligation of confidentiality to Seller. Upon request of Seller or
termination of this Agreement, Buyer shall immediately return any Proprietary Information
provided, including all copies made by Buyer.
16.

LEASED APPLICATION EQUIPMENT: If Buyer’s order is for leased application equipment, thefollowing additional conditions shall apply:
a. Seller agrees to supply to Buyer leased application equipment in accordance with conditions
as stated herein for the term set forth in the sales order acknowledgement. After expiration of
the original term, the lease will continue indefinitely thereafter (unless stated to the contrary on
the face thereof) and shall be terminable at will by either Seller or Buyer at any time on thirty(30) calendar days prior written notice.
b. The initial non-refundable preparation charge, if any, for each piece of leased applicationequipment is as stated in writing from Seller or on the invoice. Initial retention charges arepayable in advance on date of shipment, and subsequent retention charges are payablemonthly, quarterly or yearly, as requested by Buyer. Seller reserves the right to require Buyer topay retention charges annually, if the payment period elected by Buyer would require Seller toinvoice Buyer for amounts less than $250.00 per invoice.
c. Seller reserves the right to allocate its supply of leased application equipment among its
various customers according to its own discretion.
d. Leased application equipment delivered hereunder and all additions, replacement parts andmodifications thereof shall be and remain the sole and exclusive property of Seller. Buyer shallhave no title or interest therein, but shall have only the right to use said leased applicationequipment during said term in conjunction with terminals of the materials, dimensions andforms for which the leased application equipment is designed and any such other uses orapplications as are approved by Seller. However, no license under any patent to make or havemade or otherwise acquire any terminals shall be implied or is granted.
e. Factory service, if required, is available at Seller’s rates in effect at the time of the service call.
Factory charges will be billed to Buyer for services required due to misuse or abuse of leased
application equipment. Spare and replacement parts for the leased application equipment canbe purchased from Seller. Buyer shall be solely responsible for any damage to the applicationequipment resulting from Buyer’s use or replacement parts not meeting Seller’s specifications.

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8Seller shall have the right at all times during Buyer’s business hours to inspect the applicationequipment.
f. The right to use the leased application equipment is limited to Buyer and said leased
application equipment shall not be assigned, sublet or in any way encumbered. Buyer shall be
responsible for said leased application equipment, and in the event this Agreement isterminated pursuant to the terms herein contained or for any cause whatsoever, Seller shall beentitled to immediate possession of the machine(s) and/or applicator(s), and Buyer shall returneach of them in good order and condition, reasonable wear and tear only excepted, DDP Seller’s
designated location. Buyer will not remove, obliterate, or deface Seller’s name tag and may notin any way modify or alter any application equipment furnished hereunder without the priorwritten consent of Seller. If leased application equipment has been leased with installed third
party software, upon termination of the lease and return of the leased application equipment,
Buyer shall return or destroy (as directed by Seller) all backup, archival and diskette/CD ROM
copies of the third party software. If the leased application equipment is not returned to Sellerin accordance herewith, Seller shall have and Buyer hereby grants an irrevocable license toenter by Seller’s servants or agents on any premises where said leased application equipment
may be or may be reasonably suspected to be and to take back and retain said leased
application equipment.
g. If leased application equipment delivered hereunder is for demonstration only, leased
application equipment is to be returned at the end of thirty (30) calendar days, unless otherwise
agreed in writing, in good order and condition, freight collect to Seller’s designated location.
h. Seller shall have the right to suspend or cancel the lease contract or terminate the termleased application equipment at any time upon Buyer making an assignment for the benefit ofcreditors or becoming bankrupt or insolvent, or upon a petition or voluntary assignment being
filed proposing the appointment of a receiver or that Buyer be adjudicated bankrupt or
insolvent or commits a bulk sale.
i. In addition to the forgoing provisions set forth in this Section 16, all orders for leased
application equipment are subject to Seller’s Equipment Policy, as amended from time to time,
which is posted at http://www.te.com/content/dam/te-com/documents/policiesagreements/terms-conditions/equip-policy-114119-1.pdf (the “Equipment Policy”). The
Equipment Policy is incorporated herein by reference and shall have the same effect as if set
forth herein in its entirety.
17.

CANCELLATION: Neither this Agreement nor any release hereunder is subject to cancellation by
Buyer except upon (a) written request of Buyer and (b) written approval of Seller. Because
Seller’s expenses related to cancelling firm orders are dependent upon (i) Seller’s inventory
carrying costs, (ii) the likelihood of Seller quickly selling the subject Products to other buyers, (iii)
Seller’s other related out-of-pocket costs, and (iv) administrative costs, Seller may charge Buyera cancellation fee.
CANCELLATION OF STANDARD PRODUCT: If Seller determines the Product being cancelled to beStandard Product, the Seller may charge a cancellation charge according to the (a) quantity
being canceled, (b) time frame between Buyer’s request to Seller to cancel and the order’sscheduled ship date, and (c) dollar amount of order being cancelled. The calculation of the exact

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9cancellation charge will be at Seller’s discretion. Any orders that constitute twenty-five percent(25%) of the previous six (6) month usage of a particular Product will be deemed “custom” andwill follow the cancellation condition of Custom Product, set forth below.
CANCELLATION OF CUSTOM PRODUCT: If Seller determines the Product being cancelled to be
Custom Product, as defined above, Seller may deny Buyer’s cancellation request. If Seller
permits the cancellation of Custom Product, Buyer agrees to pay Seller for all of Seller’s out-ofpocket costs associated with the cancellation of the order including, but not limited to: (i) raw
materials, (ii) work in process, (iii) inventory carrying costs, (iv) scrapping and disposal fees, and(v) a reasonable and equitable profit for Seller, which shall not be less than twenty percent(20%) of such costs. In no case will the cancellation charge be less than Seller’s actual costs(including overhead and other indirect costs). The amount of cancellation charge to be charged
to Buyer shall be determined at the sole discretion of Seller and may equal 100% of the amountof the order at the time of Seller’s receipt of Buyer’s request for cancellation. Buyer is entitled toreceive a written notice from Seller setting forth how the cancellation charge was calculated.
Upon payment of the cancellation charge, Buyer shall be entitled to receive all raw materials
and work in process, and Seller agrees to ship such goods to Buyer at Buyer’s expense. Seller
reserves the right, by written notice of default, to cancel any order, without liability to Buyer, inthe event of the happening of any of the following: insolvency of Buyer, the filing of a voluntary
petition in bankruptcy by Buyer, the filing of an involuntary petition to have Buyer declaredbankrupt, the appointment of a receiver or trustee for Buyer, the execution by Buyer of anassignment for the benefit of creditors, the discontinuance of business by Buyer, or the sale byBuyer of the bulk of its assets other than in the usual course of business.
18.

RESCHEDULES: Buyer may only reschedule an order with Seller’s written consent. A rescheduleshould not extend further than an additional thirty (30) calendar days from original ship daterequested. Reschedules may be subject to a ten percent (10%) penalty based on total amount of
the order or portion of the order rescheduled.

19.

RESALE OF PRODUCTS: Buyer agrees that it shall not resell any Products purchased from Seller
unless Buyer is an authorized distributor of Seller’s Products. Seller shall not be obligated toprovide any warranty service or other technical support for any Products not purchased directlyfrom Seller or an authorized distributor of Seller.

20.

SPECIAL PACKAGING: Application equipment, applicators, hand tools and any associatedreplacement parts are excluded from general customer specifications for packaging andlabeling. Other customer requests for special packaging will be considered on a case-by-casebasis.

21.

NO LICENSE: Neither this Agreement nor purchase of any Products hereunder shall be construed
to confer upon Buyer or its customers any license under any patent or other proprietary rights
of Seller, except the right to use such goods for the purposes for which they are sold. Tooling,
set-up, fitting-up, drawings, design information, non-recurring engineering, and partial
preparation charges when invoiced cover only part of the cost thereof to Seller. Buyer does notacquire any right, title or interest in any tooling, set-up, fitting-up, drawings, design information,or invention or other intellectual property resulting therefrom, which remain the sole propertyof Seller.

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22.

NON-WAIVER OF DEFAULT: No failure by Seller to insist on strict performance of any term or
condition hereof shall constitute a waiver of such term or condition or any breach thereof, norshall such failure in any way affect Seller’s legal remedies with respect to any default by Buyer
hereunder.

23.

APPLICABLE LAW: This Agreement and the sale of goods and services hereunder shall begoverned by and construed in accordance with the laws of the State in which Seller is located,excluding laws directing the application of the laws of another jurisdiction, and Buyer hereby
attorns to such exclusive jurisdiction. The United Nations Convention on Contracts for theInternational Sale of Goods will not, for any purpose, govern or apply to the sale of goods andservices or any transactions, performance or disputes hereunder.

24.

ASSIGNMENT: Buyer may not transfer or assign this Agreement or any interest herein, by
operation of law or otherwise, without the prior express written consent of Seller. Any
attempted transfer or assignment without such consent shall be void. Seller may assign its rights
and delegate its duties hereunder.

25.

ENTIRE AGREEMENT; MODIFICATION: This Agreement supersedes all prior written and oral
agreements and understandings between Seller and Buyer with respect to the Products andservices specified herein. No representation or statement not contained herein shall be binding
upon Seller as a representation, warranty or condition or otherwise. No addition to or waiver,modification or cancellation of any provision hereof shall be binding upon Seller unless in writing
and signed by a duly authorized representative of Seller.

26.

NOTICES: All notices and other communications hereunder shall be in writing and shall bemailed by first-class, registered, express or certified mail, postage prepaid, to the parties hereto
at their respective designated addresses, subject to the right of either party to change suchaddress upon ten (10) calendar days prior written notice.

27.

EXPORT CONTROL: Buyer acknowledges that Products, software, and technical information
provided under this Agreement are subject to U.S. and other export laws and regulations. Buyer
agrees not to export, re-export, transfer, or transmit the Products, software, or technicalinformation except in compliance with all such laws and regulations. This sale is subject to any
applicable governmental approvals and, at Seller’s request, Buyer agrees to sign written
assurances and other export-related documents as may be required for Seller to comply with
export laws and regulations.

28.

U.S. GOVERNMENT CONTRACTS: Seller supplies “commercial items” within the meaning of theFederal Acquisition Regulation (FAR), 48 CFR Parts 1-53. Seller accepts only the mandatory flowdowns for subcontracts for commercial items in accordance with FAR 52.244-6(c)(1). Seller also
will accept the clauses listed in Defense FAR Supplement (48 CFR Parts 201-299) (DFARS)
252.244-7000, and other agency specific mandatory flow-downs for commercial items
specifically identified by the Buyer. Any FAR, DFARS or other U.S. Federal government agency
acquisition regulations additional to or different from such mandatory flow-downs shall not
become a part of the contract.

29.

DFARS SPECIALTY METALS: Seller part number(s) fall within the definition of “Electronic
Component” as defined in the Office of the Secretary of Defense Class Deviation, Subject: Class

MEAS/Wema/AST/Alpha Sensors/SMI 7/2020

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Deviation – Implementation of New Specialty Metals Restrictions. As such, Seller part number(s)are exempt from the DFARS Specialty Metals requirements as per DFARS 252.225-7014,
Alternative I (DEVIATION 2008-O0002), specifically subparagraph (b)(1).

MEAS/Wema/AST/Alpha Sensors/SMI 7/2020