RIEDEL COMMUNICATIONS CANADA INC. SALES TERMS AND CONDITIONS
1. Sales Terms & Conditions
By issuing a Purchase Order ("PO") in response to the quote sent to the person or legal entity listed inthe quote ("you"), you accept and agree to be bound by these terms and conditions ("T&Cs", andcollectively with the quote, the "Agreement"), which, upon issuance of a PO, will constitute a binding
agreement between you and Riedel Communications Canada Inc. ("Riedel" or "us") with respect to thesale of the products covered by the quote and ordered by you. The Agreement supersedes any
conflicting or additional terms and conditions of any purchase order or other purchasing-related
document issued by you relating to any order and terms appearing on POs which are inconsistent withthose stated herein will not be binding on Riedel.
2. Quotes
Prices quoted are valid for a period of thirty (30) days as from the date of the quote. Typographical andstenographic errors are subject to correction by us. Prices indicated in the quote are in US dollars, unlessotherwise noted.
3. Purchase Orders
Purchase Orders must be sent via regular mail to Riedel's address listed below or via e-mail toembrionix-oem.sales@riedel.net.
Riedel Communications Canada Inc.
2120, rue Monterey, Suite 200
Laval, Québec, Canada, H7L 3S3
Tel: +1 (450) 688-8171
4. Shipments/Scheduled Releases
You are responsible for all costs incurred for shipping and insurance. As such, you may specify which
method of shipment and carrier you would like us to use. Riedel will not be liable for any expenses,
liability or consequential damages resulting from delays in delivery of the products. You agree to inspect
the products promptly upon receipt and to notify Riedel of any nonconformity, shortages or shipment
errors within ten (10) business days of receipt by you. Shipments are FOB Origin. Shipping dates areapproximate and are based upon prompt receipt of all necessary information from you.
Inventory/products will be held for a maximum period of thirty (30) days beyond the scheduled
shipment date at which time Riedel will ship the inventory/products and invoice you accordingly.
5. FCC-740
Upon issuing a PO against this quote, you agree that Riedel will sign the FCC-740 form on your behalf.
FCC-740 form must be included with all US shipments customs documentation. FCC Form 740 allows theU.S. Federal Communications Commission ("FCC") to monitor the importation of radio frequency devices
into the U.S. to ensure the devices do not cause harmful interference and comply with FCC guidelines. It
must be completed for each radio frequency device, regardless of value, imported into the customs
territory of the United States.
6. HDCP Key
Riedel will not send any HDMI related product with HDCP key.

7. Cancellations and Changes to Orders
Due to the nature of the product, orders and POs are non-cancelable and non-returnable unlessexpressly agreed to with Riedel. The prospect of cancellations or changes to orders will be limited to
Riedel's ability to cancel or change the order with the factory. In the event that an order is cancelled orchanged, you agree to reimburse Riedel for all associated costs incurred with respect to the cancelled orchanged order, including, but not limited to, work in process costs that may be levied by the factory.
8. Payment Terms
All non-recurring items such as tooling, engineering and setup charges must be paid at the time theorder is placed. Credit Terms are cash on delivery (COD), unless otherwise agreed to with Riedel. Uponobtaining approval for credit terms, you agree to pay invoices within our standard net 30 day terms
unless otherwise approved by us in writing. You agree to pay all costs associated with the transfer ofpayment to Riedel (in U.S. dollars). These include but are not limited to letters of credit, bank transfer
fees, wire and transfer fees, exchange rate differences, etc. Invoices not paid within terms may result inan additional charge of 1,5% per month added to the original invoice amount. You agree to pay all costs
associated with the collection of past due amounts including but not limited to: collection service fees,
attorney fees, and all court costs associated with the collection of monies owed by you. If collection ofpayment is not certain, Riedel reserves the right to demand full payment prior to delivery of goods toyou, regardless of payment terms previously agreed.
9. Taxes
All applicable duties and taxes are your responsibility. Goods & Services Tax (GST) is applicable to all
Canadian customers.
10. Warranty
Limited Warranty. Failure to notify Riedel of any nonconformity of the products within ten (10) businessdays of receipt as contemplated in Section 4 will be deemed acceptance of the products. With respect toproducts non manufactured by Riedel, the applicable warranty will be the warranty terms andconditions as provided by the manufacturer of the product. The manufacturer’s warranty will not apply
to any unit of product that was damaged due to misuse, negligence, or accident. With respect toproducts manufactured by Riedel, Riedel warrants all the products against defects in materials andworkmanship for a period of one (1) year from the date of original purchase. If ownership is transferred,
this warranty is automatically transferred to the new owner and remains in effect for the original one (1)year period from the date of original purchase.
Disclaimer. OTHER THAN THE LIMITED WARRANTY SET FORTH HEREIN AND TO THE MAXIMUM EXTENTPERMITTED BY LAW, RIEDEL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY,INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROMCOURSE OF DEALING OR COURSE OF PERFORMANCE, RELATING TO ALL PRODUCTS SOLD TO YOU
UNDER THE AGREEMENT.
11. Liability
All delivery dates are estimates only. Riedel will be excused from performance and not be liable fordelay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency
beyond Riedel's reasonable control, including, but not limited to, fire or explosion, flood, storm or otheract of God, war (whether or not an actual declaration of war is made), sabotage, insurrection, riot orother act of civil disobedience, act of public enemy, act of any government or any agency or subdivisionaffecting these T&Cs or otherwise, public health crisis, judicial action, labor dispute, accident, defaults ofsuppliers, failure or delay in transportation, shortage of labor, fuel, raw material, or machinery or
technical or yield failure where Riedel has exercised ordinary care to prevent the failure.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL RIEDEL BE LIABLE FOR INDIRECT,SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER ANY THEORY OFLIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE.
THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF THOSE DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIALPURPOSE. THESE DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COSTS OF REWORK, RETESTING ORREMOVAL AND REINSTALLATION OF PRODUCTS, LOSS OF GOODWILL, LOSS OF PROFITS, OR LOSS OF USE.
RIEDEL'S LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS, WHETHER FORBREACH OF CONTRACT, WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, IN TORT OROTHERWISE, WILL BE LIMITED TO THE PRICE PAID BY YOU FOR THE PRODUCTS GIVING RISE TO THE
CLAIM.
12. Return Materials Authorization (RMA)
Product returns will be subject to the Manufacturer’s Return Policy. Return Material Authorization must
be obtained from Riedel prior to the return of any products.
13. Governing Law
The Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada
applicable therein, without giving effect to any conflicts of law principle that would cause the laws of
any other jurisdiction to apply.