Document Name: Terms & Conditions of Sale
Number: D4.3.1-3
1. CONTRACT. The “Contract” is the legally binding agreement for
Buyer’s purchase of the goods and services (“Goods” and “Services”)
that Accretech SBS will provide Buyer in response to Buyer’s
Purchase Order (the “Purchase Order”). These Terms andConditions, Accretech SBS’s Quotation (if any) and Buyer’s Purchase
Order comprise the Contract. The Contract constitutes the parties’
entire agreement, superseding all prior discussions, correspondence,negotiations and proposals. Buyer’s preprinted terms, including thosein Buyer’s Purchase Order, shall not apply to the Contract to theextent they add to, negate or conflict with these terms and conditions.
This Contract may only be modified only with Accretech SBS’sexpress written approval. Unless expressly stated otherwise, allterms of this Contract apply equally to the sale of Goods andServices.
2. ACCEPTANCE OF CONTRACT. The Contract shall become
binding when Accretech SBS’s authorized representative issues awritten or electronic confirmation of acceptance (acknowledgment) ofthe Purchase Order.
3. PRICE AND PAYMENT. Buyer shall pay Accretech SBS thepurchase price in accordance with Accretech SBS’s proposal,quotation and/or order acknowledgment in U.S. funds within 30 days,
conditioned on approved credit, after the date of issuance ofAccretech SBS’s invoice. Unless expressly stated otherwise in writingby Accretech SBS, the purchase price excludes all charges andexpenses connected to shipment of the Goods to Buyer, and all taxes
and customs duties of any kind that either party is required to paywith respect to the sale of Goods and Services covered by thisContract, but includes packing costs. Accretech SBS may issue its
invoice for the purchase price for the Goods, upon shipment, and forServices, upon completion. Accretech SBS may invoice for progress
payments in accordance with the terms of its proposal or orderacknowledgement. If partial shipments are made, Accretech SBS
may invoice upon each shipment for the portion of the Purchase
Price allocated to that shipment. If Buyer is not located in the UnitedStates, Buyer shall, upon written request by Accretech SBS, provide
Accretech SBS with an acceptable letter of credit in the form
requested by Accretech SBS. If Buyer does not pay Accretech SBS
on the required payment dates, Buyer shall pay interest to Accretech
SBS on overdue amounts at the rate of 1% of the unpaid balancemonthly. Accretech SBS may cancel or reschedule delivery of Goods
or Services if Buyer is in default of payments or any other material
term of this Contract. Accretech SBS also reserves the right torequire payment in advance or COD, or otherwise modify credit
terms, in the event of payment default.
4. TITLE AND RISK OF LOSS. Delivery shall be FCA Accretech
SBS’s plant (free carrier, Incoterms 2000). Title to and full risk of lossfor Goods (including transportation delays and losses) passes toBuyer upon delivery, as defined in Incoterms 2000, regardless ofwhether title has passed to Buyer, transport is arranged orsupervised by Accretech SBS, or start-up is carried out under thedirection supervision of Accretech SBS. Loss or destruction of theGoods or injury or damage to the Goods that occurs while the risk ofsuch loss or damage is borne by Buyer does not relieve Buyer of its
obligation to pay Accretech SBS for the Goods.
5. DELIVERY AND DELAYS. Accretech SBS shall makecommercially reasonable efforts to meet quoted delivery dates, which
are estimated based on conditions known at the time of quotation.
Accretech SBS shall not be liable for any nonperformance, loss,damage, or delay due to war, acts of terrorism, riots, fire, flood,
strikes or other labor difficulty, governmental actions, acts of God,
acts of the Buyer or its customer, transportation delays, inability toobtain necessary labor or materials from usual sources, or othercauses beyond the reasonable control of Accretech SBS. In the eventof delay in performance due to any such cause, the date of delivery
or time for completion will be extended at least by the length of time

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lost due to such delay. Accretech SBS shall not be liable for any
damages resulting from any delay in delivery.
6. INSPECTION. Promptly after receipt of the Goods, Buyer will
inspect the Goods for conformity to this Contract. If the Goods do notconform to this Contract in all material respects, Buyer will promptly
provide a written notice of rejection to Accretech SBS specifying inreasonable detail the reason for rejection. Accretech SBS will takenecessary measures to repair or replace the rejected Goods at its
own cost.
7. LIMITED WARRANTY. Accretech SBS warrants as follows: (i) theGoods will be free from defect in material and workmanship for 365
days from the date of delivery to the Buyer; (ii) repairs and spare or
replacement parts manufactured by Accretech SBS will be free fromdefect in material and workmanship for 90 days from the date ofdelivery or through the expiration of the initial 365 day warranty
period, if applicable, whichever is longer; and (iii) the Services will be
performed in a good and workmanlike manner, with such warranty toexpire 365 days after completion of the Services. Buyer must reportany claimed defect in Goods or Services in writing to Accretech SBS
immediately upon discovery and in any event, within the warranty
period. Accretech SBS, at its sole option, will repair the Goods or theService defects (as the case may be), or furnish replacement
equipment, or parts thereof, at the appropriate Accretech SBS
service center nearest to Buyer.
8. WARRANTY EXCLUSIONS/LIMITATIONS. The above warranty
does not extend to installation of the Goods or to other services
provided by third parties. Accretech SBS is not liable under thewarranties set forth above to the extent a defect or failure is causedby: (i) repair, alteration or modification of Goods by persons otherthan Accretech SBS or its designee without Accretech SBS’s priorwritten approval; (ii) normal wear and tear; or (iii) Buyer’s failure toproperly store, install, operate or maintain the Goods in accordancewith good industry practices or recommendations or instructions ofAccretech SBS. The repair or replacement of the Goods or Services
by Accretech SBS under this Section shall constitute Accretech
SBS’s sole obligation and Buyer’s sole and exclusive remedy for all
claims of defects. If that remedy is adjudicated to be insufficient,Accretech SBS shall refund Buyer’s paid purchase price and have noother liability to Buyer under the Contract. All warranty repairs mustbe performed at an authorized Accretech SBS service center using
recommended replacement spare parts. Buyer is responsible forobtaining Accretech SBS’s advance authorization to return Goodsand for the cost of shipping and any other charges incurred insending the Goods to the authorized service center specified byAccretech SBS. If Accretech SBS determines that the problem with
the Goods or Services is not covered by the above warranty, Buyer
shall reimburse Accretech SBS for time and materials at Accretech
SBS’s standard commercial rates and Buyer shall pay the cost ofreturning the Goods to Buyer. Accretech SBS shall make anynecessary repairs in a timely manner but accepts no liability for theactual time taken for repair.
ACCRETECH SBS MAKES NO OTHER WARRANTY OF ANYKIND WITH RESPECT TO THE GOODS OR SERVICES. ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENTAND THE IMPLIED WARRANTIES OF MERCHANTABILITY ANDFITNESS FOR A PARTICULAR PURPOSE, ARE HEREBYDISCLAIMED.

Accretech SBS

Portland, ORPrinted copy is an Uncontrolled Copy – Verify Before Use

Document Name: Terms & Conditions of Sale
Number: D4.3.1-3
9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY. All
technical and commercial information Accretech SBS discloses toBuyer, excluding public domain information or information in Buyer’s
possession in written or tangible form before receiving suchinformation from Accretech SBS ("Confidential Information"), isproprietary to Accretech SBS and disclosed to Buyer in confidence
for the limited purpose of performance of the Services and/orassisting Buyer in the evaluation and use of the Goods ("Purposes").
Unless otherwise authorized in writing by an authorized
representative of Accretech SBS, Buyer shall not disclose
Confidential Information, directly or indirectly, to any other person oruse such Confidential Information, except for the Purposes. Buyer
shall return all Confidential Information to Accretech SBS on demand,
and, in any event, when no longer needed by Buyer in connection
with the Purposes. Except as set forth in Section 12, sale of theGoods and/or Services to Buyer does not convey a license, impliedor otherwise, under any patent, copyright, trademarks or trade secretin which Accretech SBS has an interest, nor does it convey rights toany descriptive data, including but not limited to Accretech SBS’s
drawings, schematics, software, secrets, processes or tooling.
10. LIMITATION OF LIABILITY. Accretech SBS shall in no event beliable for any consequential, incidental, indirect, special or punitive
damages arising out of the Contract, or out of any breach of its
obligations hereunder, or out of any defect in, or failure of, ormalfunction of the Goods or Services, including but not limited to,claims based upon loss of use, lost profits or revenue, interest, lostgoodwill, work stoppage, impairment of other equipment,
environmental damage, loss by reasons of shutdown or nonoperation, increased expenses of operations, cost of purchase ofreplacement equipment or claims of Buyer or its customer or any
other party for service interruption whether or not such loss ordamage is based on contract, tort (including negligence and strict
liability) or otherwise and whether or not Accretech SBS was advisedof the possibility of such damage. Accretech SBS’s maximum liability
under or in any way relating to this Contract shall not exceed thePurchase Order price for the Goods or Services upon which suchliability is based. Some jurisdictions do not allow the limitations orexclusion of liability for incidental or consequential damages so theabove limitation or exclusion may not apply in certain cases. Anyclaim or action by Buyer under this Contract must be brought within
one year after the date of delivery of the Goods or performance of theServices (as the case may be); provided, however, that this limitation
will not apply to warranty claims made prior to expiration of the oneyear period.
11. DISPUTE RESOLUTION. The Contract shall be governed by thelaws of the State of Oregon, USA, exclusive of its conflicts of laws
principles. Any disputes arising out of this Contract that cannot beinformally resolved shall be adjudicated exclusively in Multnomah
County, Oregon, USA, in any court of competent jurisdiction. This
Contract is expressly conditioned on the exclusion of the applicationof the United Nations Convention on the International Sale of Goods.
In the event of any litigation or other dispute arising as a result of orby reason of this Contract, the prevailing party in any such litigationor other dispute shall be entitled to, in addition to any other damages
assessed, its attorneys’ fees and all other costs incurred inconnection with settling or resolving such dispute.

Revision: 5, 3/6/20

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equal to Accretech SBS’s cost of performance up to the date ofreceipt of the cancellation notice, including labor, overhead andmaterials.
13. SOFTWARE LICENSE. Accretech SBS may provide restricted
software and related documentation with the Goods ("Software").
Such Software is proprietary to Accretech SBS or its suppliers, as thecase may be. Accretech SBS grants Buyer a non-exclusive,
perpetual license to use the Software only on and in conjunction withthe Goods. Buyer agrees the Software title remains with Accretech
SBS (or its suppliers, as the case may be) at all times. Buyer shallnot disassemble, decode or translate, or copy or modify the Software,
except only that a copy may be made for archival or back-up
purposes as necessary for use with the Goods. Buyer will maintain allproprietary notices and marks on the Software. Buyer may transfer
this license if also transferring the Goods and if the transferee agrees
to comply with all terms and conditions of this license. Upon suchtransfer, Buyer’s license terminates and it shall destroy all copies of
the Software in its possession.
14. ASSIGNMENT. Accretech SBS shall have the right to assign its
rights or delegate its duties under this contract without the consent of
the Buyer. Buyer may not assign its rights or delegate its duties under
this Contract without consent of Accretech SBS, such consent not to
be unreasonably withheld.
16. TRADEMARKS. Buyer agrees that it will not use any name ortrademark of Accretech SBS or its subsidiaries for commercial
purposes, without Accretech SBS's prior express written permission.
17. TAXES. The prices stated are exclusive of any federal, state,municipal, or other governmental tax that may be imposed upon theproduction, storage, sale, transportation or use of the Goods andServices. Buyer shall present Accretech SBS with a valid and correct
tax exemption or direct payment certificate applicable to Goods andServices purchased and the ship-to destination at the time of orderplacement as applicable. The tax-exempt certificate and the company
ship-to address must correspond. If a valid and correct tax exempt ordirect payment certificate is not provided at the time of orderplacement, Buyer will pay sales and/or use tax when shipment ismade to any jurisdiction imposing such a tax. Buyer shall be
responsible for remitting applicable sales and/or use tax directly, if
any such tax is not paid at the time of sale.
18. SEVERABILITY. If any provision of this Contract is deemed to
be invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions will not in any way beaffected or impaired thereby.

12. CANCELLATION. Buyer may cancel an order at any time prior
to the scheduled shipping date as specified on the purchase order orpurchase order acknowledgment by giving written notice ofcancellation to Accretech SBS and paying the following cancellation
charges (when applicable). For Accretech SBS’s standard
commercial products, cancellations received within ten (10) businessdays prior to the scheduled shipping date are subject to a restocking
charge equal to ten percent (10%) of the value of the purchase order.
For Accretech SBS’s customized products based in whole or in parton specifications or drawings provided by Buyer, or for Services
rendered by Accretech SBS, all cancellations are subject to a charge

Accretech SBS

Portland, OR
Printed copy is an Uncontrolled Copy – Verify Before Use