Contract.

TERMS AND CONDITIONS OF SALE FORGOODSON THE OXFORD INSTRUMENTS ECOMMERCE WEBSITE
1. INTERPRETATION
1.1 In these terms (“Terms”):“Affiliate” an entity which is directly or indirectly controlled, is controlled
by or is under common control with another company. For the purposeof this definition, “control”, “controlled by” and “under common control
with” means the ownership of at least 50% of the voting securities orother ownership interest or the possession directly or indirectly of thepower to direct the management or policies of such entity;“Americas” means the countries of North, Central, and South America;“AO” means the written acceptance of the Order issued by theCompany, via e-mail, to the Purchaser following the Order;“Applicable Guarantee Period” means in relation to any Goods theguarantee period applicable to those Goods, being twelve (12) months
from date of shipment to the Purchaser, unless otherwise stated, andsubject to clauses 9.4 and 9.5;
“Company” means ModusLink B.V, located at Wapenrustlaan 11-31,
Apeldoorn, Netherlands;“Contract” means the agreement between the Purchaser and theCompany for the supply of the Goods and consisting of the documents
referred to in clause 1.2 below;“Goods” means the goods listed in the AO;“liability in relation to” means liabilities, losses, damages, costs(including without limitation legal costs on a full indemnity basis andvalue added tax and other applicable taxation), expenses, actions,claims, proceedings and demands whatsoever arising directly or
indirectly out of or in connection with;“Order” means an order placed by the Purchaser on the Company for
Goods via the Website;“Pre-Order Goods” means Goods which are out of stock as indicatedby the Website;“Price” means subject to these Terms, the price for the Goods as
displayed on the Website and confirmed in any AO;“Purchaser” means the purchaser of the Goods as stated in any
applicable AO;“Website” means www.estore.oxinst.com, www.estore.oxinst.co.uk,
www.estore.oxinst.eu, or www.estore.oxinst.us as applicable.
1.2 The Contract shall comprise solely these Terms and any AO. In
the event of any inconsistency, these Terms shall prevail. The
Contract is the entire agreement between the Company and thePurchaser in relation to its subject matter; any terms or provisions
contained in any documentation provided by the Purchaser are
expressly rejected.

1.5 A payment shall be deemed made when credited to the payee's
bank account and is cleared funds.
1.6 English is the authentic text of the Contract and all notices orother communications under or relating to it shall be in writing in
English. Any translation will be for guidance only.
1.7 By agreeing to these Terms, the Purchaser represents andwarrants that the Purchaser is the age of majority or older and has
the legal right to use the payment means selected. Verification of
the information provided by the Purchaser may be required prior
to the acceptance of an Order or completion of any purchase.
1.8 The Purchaser should print a copy of these Terms for futurereference.
2. SELLING ENTITY
2.1 The Company is the merchant and seller of record of the Goods
sold on the Website. If the Goods are to be delivered to a Purchaser
located outside of the Americas, the Goods are sold by the Company
and shall be provided to the Company by Oxford Instruments GmbHor its Affiliate. If the Goods are to be delivered to a Purchaser locatedin the Americas, the Goods are sold by the Company and shall be
provided to the Company by Oxford Instruments America, Inc. or its
Affiliate (which together with Oxford Instruments GmbH or its Affiliate
shall be referred to as “Oxford Instruments”). The Contract is
between the Company and the Purchaser and the Purchaser shall be
invoiced by the Company.
3. SPECIFICATION AND VARIATION
3.1 The display of the Goods on the Website is not an offer and may
be withdrawn or modified, at any time without notice, by the Company.
The Company shall not be liable to the Purchaser for any modification,suspension or discontinuance of such Goods.
3.2 The Company reserves the right to amend the specification of theGoods if required by any applicable statutory or regulatory requirement
or if such alteration does not materially affect the performance or utilityof the Goods.
4. ORDER PLACEMENT AND CANCELLATION
4.1 Please follow the onscreen prompts to place an Order. Each
Order is an offer by you to buy the Goods specified in the Ordersubject to these Terms.
4.2 No Contract or commitment shall exist until the Company has
processed payment and received clear funds in full. If theCompany is unable to supply the Purchaser with the Goods forany reason, the Company shall inform the Purchaser by e-mailand the Company’s liability shall be to provide a refund of anysums paid by the Purchaser for those Goods, including any
delivery costs charged, as soon as possible.
4.3 It is the responsibility of the Purchaser to ensure thePurchaser’s Order is complete and accurate before the Order issubmitted. Our order process allows you to check and amend any
errors before submitting your Order to us. Please check the Order
carefully before confirming it. You are responsible for ensuring thatyour Order is complete and accurate.

1.3 Variations of the Contract shall be effective only if agreed inwriting and will then prevail over these Terms.

4.4 Once an Order has been placed by the Purchaser, thePurchaser cannot cancel or change such Order without the priorwritten consent of the Company.

1.4 Any Contract provision invalid or unenforceable for any purpose
shall be severed for that purpose but otherwise remain valid andenforceable and shall not affect the validity of the remainder of the

4.5 The Company may cancel or reject any Orders in the event that
the Goods ordered are displayed at an incorrect price, whether or not
the AO has been issued. The Company shall reimburse theJuly 2020

Purchaser any sums paid by the Purchaser for such Goods subject
to a cancellation.
4.6 The images of the Goods on the Website are for illustrative
purposes only. Although we have made every effort to display thecolours accurately, we cannot guarantee that your computer’s
display of the colours accurately reflect the colour of the Goods. The
colour of your Goods may vary slightly from those images.
5. PRICES AND PAYMENT
5.1 Subject to any obvious error, the description of the Goods and thecorresponding Price will be as stated and quoted on the Website at
the date the Order is placed.
5.2 The total Price of the Goods displayed on the Website when theOrder is placed by the Purchaser shall include value added tax at theapplicable rate. The Price shall exclude, and the Purchaser shall be
responsible for payment of, any other applicable taxes and duties,
packaging, carriage, insurance, documentation and installation
charges. Your Order may be subject to import duties and taxes which
are applied when the delivery reaches your destination. Please notethat we have no control over these charges and we cannot predict
their amount.
5.3 Charges for expediated delivery, if applicable, are in addition to
the standard shipping charge. Standard and expediated shipping
charges will be displayed on the Website before the Purchaser placesan Order.
5.4 Payment for the Goods must be made by credit or debit card, banktransfer or by a credit financing arrangement if made available to thePurchaser on the Website. The Price and any other applicablecharges shall be paid, and the Purchaser’s debit card will be charged,
when the Order is placed by the Purchaser via the Website. The
Purchaser shall receive an electronic invoice within seven (7) days
following payment.
5.5 Payment shall be made in the applicable currency based on thelocation selected by the Purchaser. The Company shall not be liable
for, nor bear the cost of, any banking transaction charges orsurcharges for any cross-border transactions made by the Purchaser.
5.6 The Purchaser agrees to provide current, complete and accurate
purchase and account information for all purchases made via theWebsite. The Purchaser agrees to promptly update account and otherinformation, including without limitation e-mail address and credit ordebit card numbers and expiration dates, so that the Company cancomplete the Purchaser’s transactions and contact the Purchaser as
needed.
6. RISK AND PROPERTY
Risk in the Goods shall pass to the Purchaser on delivery. Title in
the Goods shall pass to the Purchaser on the later of either receipt
of full payment by the Company or delivery of the Goods.
7. DELIVERY AND RESCHEDULE
7.1 Save as otherwise agreed in writing by the Company delivery of
the Goods shall be made by the Company in accordance with DAP,
Incoterms 2020 to the place of delivery as stated in the AO.
7.2 Where the Purchaser’s Order contains Pre-Order Goods, thePurchaser’s Order shall not be dispatched for delivery until all Goods
are in-stock and such Order is complete. Should the Purchaser wish
to receive all in-stock items in advance of the Pre-Order Goods, thePurchaser will need to place two separate orders for in-stock andPre-Order Goods.
7.3 The Purchaser shall receive a shipment confirmation e-mail withcarrier tracking information on the day the Purchaser’s Order isdispatched for delivery. All shipments are made by an independent

third party (“Logistic Partner”) indicated on the Website.
7.4 Whilst the Company will seek to meet the stated delivery time asstated on the shipment confirmation e-mail, it is approximate, and theCompany shall not incur liability in relation to late delivery. If no time
for delivery is stated, the Purchaser shall accept the Goods when
ready for delivery.
7.5 If the Purchaser fails to take delivery or to give adequate delivery
instructions, the Company may (without prejudice to its other rights)
store or dispose of the Goods, in which case the Purchaser shall pay
to the Company upon request the amount of any reasonable storage
or disposal charges.
7.6 Should the Purchaser wish to vary a delivery schedule, it shallmake a request in writing to the Company. Rescheduling restrictions
apply and the Company is not obliged to accept a request for a reschedule delivery of Goods. Should the Company agree in writing toamend a delivery schedule, charges may apply. Such charges shall beapplied at the time the re-schedule is agreed.
8. INSPECTION
8.1 The Purchaser shall inspect the Goods and within fourteen (14)days of their delivery, shall give written notice to the Company of any
damage or claim. In the absence of such notice, the Goods shall bedeemed to comply with the Contract and the Purchaser shall accept
them. The Goods are sold as a batch and without prejudice to thePurchaser's right to reject all the Goods the Purchaser may not reject
only some of the Goods.
8.2 Where the Purchaser makes a claim for damaged or defective
Goods within fourteen (14) days of delivery, the Purchaser shall return
the Goods to the Logistic Partner to the address specified by theCompany. The Company shall, at its sole discretion, replace theGoods or refund the Price of the Goods to the Purchaser.
8.3 The Purchaser hereby undertakes to comply with such instructions
as maybe issued by the Company from time to time concerning any
safety precautions or other measures required to be taken in order toensure that the Goods do not cause damage or injury to any person(including the Purchaser) or property. The Company shall not be liable
for any damage or claim arising out or in connection with thePurchaser’s failure to comply with its obligation in this clause 8.3.
9. GUARANTEE
9.1 If within the Applicable Guarantee Period any Goods provedefective by reason of faulty design, workmanship or materials,
Purchaser should report such defects to the Company using the‘Contact Us’ section of the Website.
9.2 If within the Applicable Guarantee Period, and subject to clause
11.3, the Company will adjust, repair or replace them as it sees fit freeof charge provided that:(a) this clause 9 shall not apply to any Goods that are displayed on theWebsite as “Used”. Any such Goods shall be sold as seen and no
warranties of any kind are given in respect of such Goods;(b) the Purchaser gives written notice of the defect (with reasonable
relevant information) to the Company as soon as reasonably
practicable and within the Applicable Guarantee Period;(c) the Goods have been used solely for their proper purpose and inaccordance with the operating instructions;(d) the defect has not been caused by fire, accident, misuse, neglect,
incorrect installation by the Purchaser or its customers, agents orservants, unauthorised alteration, repair or maintenance or theuse of sub-standard consumables and has not arisen from fair

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wear and tear;(e) the defect has not arisen from any design, specification,
component or material supplied by or on behalf of the Purchaser;(f) no part of the Goods has been replaced with a part not suppliedor approved by the Company;(g) payment in full of all sums due in respect of the Goods has been
made save for where the Purchaser has paid for the Goods via acredit financing arrangement;(h) the Purchaser shall be liable for any costs incurred by theCompany in responding to claims caused by operator error orincorrect application or other default of the Purchaser or otherthird party; and(i) the Purchaser shall accord the Company sufficient access to theGoods to enable its staff to inspect and adjust, repair, remove or
replace the Goods.
9.3 Where the Company shall repair the Goods, the Purchaser shallreturn them to an address provided by the Company. The risk in theGoods shall at all times remain the Purchaser's and they shall bepackaged as the Company instructs and dispatched at thePurchaser's expense. Costs of carriage on the Goods' return to thePurchaser shall be borne by the Company where the defect iscovered by this guarantee.
9.4 If the Goods incorporate or are goods or services provided by athird party, the obligations of the Company in respect of such goods
or services shall not exceed the original warranty terms of such third
party including the warranty period given by the third party.
9.5 The Applicable Guarantee Period for any Goods replaced or
repaired or any corrective services pursuant to the initial guarantee
shall be the remaining period, if any, of such initial guarantee period.
10. EXCLUSION AND LIMITATION OF LIABILITY
10.1 The Company only supplies the Goods for internal use of thePurchaser’s business. The Purchaser agrees not to use the Goods forany resale purposes.
10.2 The Company shall have no obligation in respect of the Goods
except for its undertaking in clause 9 above (the “Guarantee”) and as
expressly stated in the Contract.
10.3 If the Company has repaired or replaced the Goods pursuant to
the Guarantee, it shall have no further liability in respect of such defector fault in the Goods unless a repair or replacement i s not possible inwhich case the Company’s liability shall be limited to refunding any
monies paid in respect of such defective Goods.
10.4 The Purchaser acknowledges that the Company’s obligations
and liabilities in respect of the Goods are exhaustively defined in theseTerms and that such express obligations are in lieu of and to the
exclusion of any other warranty, condition, term, undertaking or
representation of any kind, express or implied, statutory or otherwise
relating to the Goods including, without limitation, as to the condition,
quality, performance or fitness for the purpose of the Goods or any
part of them.
10.5 The Company shall not be liable for any loss which represents,
or which is loss of profit, revenue, benefit, anticipated savings or
goodwill, loss of use of any asset, loss of data, business interruption,
management costs or third party liability, consequential or indirectloss.
10.6 The aggregate liability of the Company (whether in contract, tort,
breach of statutory duty or otherwise) for all breaches under or nonperformance of its obligations or contemplated by any Contract shallnot exceed a sum equal to one and a half times the amount paid for any
Goods the subject of such Contract save that this sub-clause shall not
limit or exclude any liability of the Company which cannot be effectively
excluded in law.
10.7 The Purchaser shall not rely upon any representation
concerning the Goods unless made by the Company in writing in theContract save that nothing in the Contract or these Terms shallexclude liability for fraudulent misrepresentation.
10.8 Any liability of the Company under any warranty, indemnity orother obligation stated or confirmed in the AO is subject to all
exclusions and limitations in these Terms.
11. REGULATORY COMPLIANCE, LICENCES AND PREDELIVERY TESTS
11.1 The Goods will comply with mandatory regulations applicable tothe manufacture and non-consumer sale of the Goods at the date ofdelivery but no other warranty or undertaking as to regulatorycompliance in any applicable jurisdiction is given or to be implied
unless specifically given in writing signed by a director of the Company
or stated in any AO. The Purchaser shall comply with applicable laws
relating to the Goods, their use and disposal.
11.2 The Purchaser shall obtain in good time any applicable licences,permits and approvals relating to import and to the installation and/or
operation of the Goods and will indemnify the Company against all
liability in relation to Goods supplied without them. The performanceof any of the Company’s obligations in the Contract are subject toobtaining any applicable licences, consents, permits or approvals andthe Company shall not be liable if it or the Purchaser is unable toobtain these or they are delayed, revoked, cancelled, withheld,
suspended or withdrawn for any reason.
11.3 The Purchaser acknowledges that export of the Goods iscontingent upon the export controls of applicable jurisdictions. In theevent that the requisite governmental authorizations cannot be
obtained, or they are delayed, revoked, cancelled, withheld,
suspended or withdrawn for whatever reason, the Company shall not
be liable to the Purchaser for any loss or damage or other financial
penalty of any kind.
11.4 The Purchaser represents that it is not a Restricted Party, whichshall be deemed to include any person or entity: (1) located in or anational of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any othercountries that may, from time to time, become subject to U.S. or U.K.
export controls for anti-terrorism reasons or with which U.S. or U.K.
persons are generally prohibited from engaging in financialtransactions; (2) on the Consolidated List of Financial Sanctions
Targets in the UK; the Office of Foreign Assets Control Sanctions List;
EU External Relations Sanctions List; the United Nations Security
Council Consolidated List; the U.S. Department of Commerce Denied
Person’s List, Entity List, or Unverified List; U.S. Department of theTreasury list of Specially Designated Nationals and Blocked Persons;or U.S. Department of State List of Debarred Parties; (3) engaged in
activities involving nuclear materials or weapons, missile or rocket
technologies, or proliferation of chemical or biological weapons; or (4)affiliated with or a part of any non-U.S. military organization.
11.5 The Purchaser shall strictly comply with all applicable export
laws, controls and regulations. The Purchaser shall not export, reexport, divert, transfer or disclose, directly or indirectly, any Goods orrelated technical data, materials or documents or any product thereof
to any Restricted Party or to any country (or any national or resident
thereof) which the U.S. or U.K. Government determines from time totime is a country (or end-user) to which such export, re-export,
diversion, transfer or disclosure is restricted, without obtaining the priorwritten authorization of the Company and the applicable government
agency.
11.6 The Purchaser shall not transfer the Goods, or any replica ofJuly 2020

them to an entity in the future if the Purchaser knows or suspects that
the Goods are intended or likely to be used for any purpose
connected with chemical, biological or nuclear weapons, or missiles
capable of delivering such weapons; or in any nuclear explosive
activity or unsafeguarded nuclear fuel cycle. The Purchaser will not
supply the Goods to an entity in the future in a destination subject toUN, EU or OSCE embargo where that act would be in breach of theterms of that embargo.
11.7 The Company reserves the right, but are not obligated, to limit
the sales of the Goods to any person, geographic region or
jurisdiction. The Company may exercise this right on a case-by-casebasis. The Company reserves the right to refuse any Order placedby the Purchaser. The Company may, in its sole discretion, limit orcancel quantities purchased per Purchaser or per order. These
restrictions may include Orders placed by or under the same
Purchaser account, the same credit or debit card, and/or Orders that
use the same billing and/or shipping address. In the event that theCompany makes a change to or cancels an Order, the Company may
attempt to notify the Purchaser by contacting the e-mail and/or billing
address/phone number provided at the time the Order was made.
The Company reserves the right to limit or prohibit Orders that, in its
sole discretion, appear to be placed by dealers, resellers or
distributors.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 All inventions, designs, copyrights and processes and all andany other intellectual / industrial property rights whether or not
registered or registerable and all goodwill associated thereto relevantto the Goods and all specifications, designs, programs or othermaterial issued by or on behalf of the Company shall, as between the
Company and the Purchaser, remain the absolute property of theCompany. The Purchaser shall not acquire any right or interest in thesame except, if the AO so requires, the Company shall grant or
procure the grant of a licence to use relevant software with the Goods
to or at the direction of the Purchaser.

14.3 Any provision of the Contract that expressly or by implication isintended to come into or continue in force on or after termination shallremain in full force and effect.
14.4 A person who is not a party to the Contract shall have no rights
under or in connection with it. Notwithstanding the foregoing and theother provisions of the Contract, in the event that the Purchaser has
any claim against Oxford Instruments, the Purchaser hereby
acknowledges and agrees that Oxford Instruments shall be entitled
to rely on all the limitations and exclusions set out in the Contract
mutatis mutandis including, but not limited to, those set out at clause
10 of these Terms.
14.5 All Contracts for Goods sold by the Company to Purchasers
located outside of the Americas shall be governed and construed inaccordance with English law and the Purchaser irrevocably submits tothe exclusive jurisdiction of the Courts of England. All Contracts for
Goods sold by the Company to Purchasers located in the Americas
shall be governed and construed in accordance with the internal lawsof the State of Massachusetts without giving effect to any choice orconflict of law provision or rule (whether the State of Massachusetts
or any other jurisdiction) and the Purchaser irrevocably submits to the
exclusive jurisdiction of the courts of the State of Massachusetts.
14.6 Notwithstanding the provisions of clause 14.5 above, theCompany may apply for any provisional or conservatory measures orinterim relief in any court having jurisdiction in the Purchaser's country
or the country where the Goods are then located.

13. FORCE MAJEURE
13.1 Neither the Company nor Oxford Instruments shall be liable forany failure to perform their respective obligations hereunder byreason of any cause whatsoever beyond their reasonable control(including, without limitation, the following force majeure events: actsof God; earthquake, natural disaster, explosion, typhoon, flood, fire;war, invasion, hostilities, terrorist threats or attacks, civil commotion,
unrest or riots; sanctions, embargoes or blockades; national orregional emergencies; any labour or trade disputes, stoppages,
slowdowns or strikes; pandemic, epidemic or quarantine; delay or
failure to obtain, or withdrawal, cancellation or revocation of any
required consent, permit or license; shortage of power ortransportation facilities; supply chain disruptions; government order
or law; or any other events beyond the control of the Company orOxford Instruments). In the event that the Company’s or Oxford
Instruments’ failure or delay remains uncured for a period of one
hundred and fifty (150) consecutive days following written noticegiven by the Company or Oxford Instruments, the Company’s andOxford Instruments’ liability shall be limited to refunding thePurchaser a sum equal to the price paid by the Purchaser for any
Goods which the Company and/or Oxford Instruments is unable toprovide.
14. GENERAL
14.1 No indulgence, forbearance, partial exercise of any right orremedy or previous waiver shall prejudice any rights or remedies.
Remedies shall be cumulative and no choice of remedy shallpreclude any other remedy.
14.2 The Purchaser shall not assign, mortgage, charge, sub-let orotherwise dispose of the Contract or any rights thereunder in whole
or in part.
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