Terms and Conditions

TERMS AND CONDITIONS OF SALE AND LIMITED WARRANTY Rev. 04A
SPECTRA VISTA CORPORATION 29 FIREMENS WAY POUGHKEEPSIE, NEW YORK 12603
Phone : (845) 471-7007 Fax (845) 471-7020 E-mail : svcinfo@spectravista.com

THESE TERMS AND CONDITIONS OF SALE AND LIMITED WARRANTY OF SPECTRA VISTA CORPORATION
(hereinafter sometimes “SVC”) SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL LAWS
OF THE STATE OF NEW YORK, USA, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS. THE
RIGHTS AND OBLIGATIONS OF ALL PARTIES AND ALL PERSONS OR ENTITIES CLAIMING HEREUNDER SHALL
NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL SALE OF GOODS.

1. ACCEPTANCE. All orders become effective only when accepted by SVC’s written order acknowledgment from the
corporation site located in Poughkeepsie, NY, USA. Unless modified in writing by an authorized representative of SVC, or
modified in SVC’s Quotation or order Acknowledgment, these Terms and Conditions and Limited Warranty shall solely control
Purchaser’s order. SVC expressly rejects any additional or different provisions, terms or conditions proposed by Purchaser at any
time.

2. SCHEDULING. SVC’s shipping date specified in SVC’s quotation or purchase order acknowledgment is approximate
and SVC shall use reasonable commercial efforts to effect timely shipment. Furthermore, SVC shall not be liable for any delay in
the performance of orders or contracts or in the delivery or shipment of goods or for any damages suffered by Purchaser by
reason of such delay when such delay is, directly or indirectly, caused by, or in any manner arising from Purchaser’s fault, fires,
floods, accidents, riots, acts of God, war, governmental interference or, embargoes, strikes, labor difficulties, shortage of labor,
fuel, power, materials or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of
these hereinbefore specified) beyond the control of SVC.

3. CANCELLATIONS. Prior to shipment, Purchaser may request cancellation or delayed delivery of an order or part
thereof, but such shall be conditioned upon written consent of the President, Director of Sales and Marketing, or General
Manager of SVC and upon payment to SVC of cancellation or delayed delivery charges to be determined by SVC’s President,
Director of Sales and Marketing, or General Manager.

4. SALE AND DELIVERY. Unless otherwise agreed in writing, sale and delivery of the goods hereunder shall be made
EXW (Incoterms ® 2020) SVC’s dock at Poughkeepsie, New York, USA, at which time all risk of loss or damage shall pass to
Purchaser. All shipments and packaging shall be made in the manner determined by SVC, unless otherwise requested by
Purchaser, in which case any resultant additional charges and expenses shall be paid by Purchaser.

5. TAXES. Any and all sales, use, excise and similar taxes, and duty and all other charges levied or imposed by any
governmental authority, foreign and domestic, upon any goods sold or contracted to be sold shall be paid by Purchaser and added
to the purchase price unless appropriate tax exemption certificates are supplied to SVC in form satisfactory to SVC.

6. PAYMENTS.
a. All payments shall be in US Dollars without discount unless otherwise specified in SVC’s quotation or order
acknowledgment. Credit card payments are accepted only if specified in SVC’s quotation and order acknowledgment.
b. Terms of payment are prepaid unless otherwise agreed to by SVC. Alternate terms must be agreed to in writing within a
quotation or order acknowledgement executed by an authorized representative of SVC. Should credit be issued and the payment
becomes delinquent, payments are subject to a service charge on the unpaid balance. Delinquent payments are subject to a service
charge on the unpaid balance from invoice date equal to the lower of 1-1/2% per month or the maximum rate permitted by law
until all amounts are paid in full. If the financial responsibility of Purchaser becomes unsatisfactory to SVC for any reason, or if
Purchaser has been in default to SVC under any order, SVC may require full payment in cash before shipment of goods.
c. If Purchaser so requests and makes arrangements prior to shipment which meet SVC’s full satisfaction, SVC in its
discretion may accept irrevocable letters of credit in its favor issued by a United States bank which is satisfactory to SVC.

7. INFRINGEMENT, ETC. On goods manufactured to Purchaser’s specifications, Purchaser shall and does indemnify
and hold SVC harmless against any claims, damages, liabilities, costs and expenses (including attorneys’ fees) arising out of or
resulting from actual or alleged infringement of patent, copyright, trademark or other proprietary rights, or claim of unfair trade
or unfair competition arising from or occasioned by the use, possession, sale or delivery of any such goods sold by SVC.

8. REPRODUCTION RIGHTS. Drawings, specifications, reports, photographs and other data relating to all orders and
all proprietary rights and interests therein and the subject matter thereof shall be and remain the property of SVC. Purchaser
agrees that it shall not use SVC’s drawings, specifications or other materials covered by this order, or any similar article from any
other source, or reproduce the same or otherwise appropriate them, without the prior written authorization of SVC.

9. LIMITED WARRANTY.
a. SVC warrants to the original Purchaser of any new goods that the goods are free from defects in material and
workmanship under normal use and service for a period of one (1) year from the date of shipment by SVC. The obligation of
SVC under this Limited Warranty is limited, in SVC’s exclusive option, to repair, replace with new or reconditioned parts or issue
credit for goods, parts or materials which prove to be defective. Costs incurred by Purchaser for labor or other expenses to repair
or replace such goods, parts and/or materials shall be the sole responsibility of Purchaser. SVC shall not be responsible for any
damage or lack of performance resulting from: (i) defects due to accident, negligence, alteration, modification, faulty installation,
abuse or misuse, whether by Purchaser, Purchaser’s agents or employees, or by others than SVC, (ii) attempted or actual
dismantling, disassembly, service or repair by any person, firm or corporation not specifically authorized in advance in writing by
SVC, or (iii) defects caused by or due to handling by carrier, or incurred during shipment, transshipment or other move.
b. SVC expressly disclaims any warranty whatsoever of (i) consumables, and of (ii) parts, components, software
(including but not limited to object code and source code and software user instructions), accessories, and materials not prepared,
compiled or manufactured by SVC, and Purchaser must deal directly with such other supplier. SVC may elect to assist Purchaser
in settling such claim against such other supplier, but any such assistance shall not prejudice SVC’s position as to its own
liability.
c. Compliance with the following Limited Warranty Claim Procedure is a condition precedent to the obligation of SVC
under this Limited Warranty:
i. Purchaser must notify SVC in writing as soon as is reasonably possible, but within the applicable warranty period, of any alleged defect in material, workmanship, or operation of any goods covered under this Limited Warranty. Such notice must describe in detail the defect, any and all defective parts, and
the alleged cause of the defect. No goods may be returned to SVC without SVC’s prior written permission.
ii. At the exclusive option of SVC, Purchaser may be directed in writing to ship the goods prepaid to SVC (refer
to “Returns” Section 10 for provisions regarding the return of any goods to SVC). If SVC elects to inspect the goods at
Purchaser’s site, and to repair, replace, or ship the defective goods to SVC’s factory, Purchaser, at its own cost and expense, shall
provide the facilities for such work as needed to inspect and evaluate and possibly repair/replace the goods. If inspection
discloses that the defect is not one for which SVC is liable, then Purchaser shall promptly reimburse SVC for all expenses
incurred.
iii. Upon receipt of the claimed defective goods, or following access to the same, SVC shall inspect and evaluate
the goods and determine the validity of Purchaser’s claim.
iv. The validity of any warranty claim, Purchaser’s compliance with the Limited Warranty and Limited Warranty
Claim Procedure, and the obligation to replace, repair, or issue credit for any goods are solely and exclusively to be determined
by SVC and any determination shall be final and binding.
d. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, STATUTORY OR EXPRESSED OR
IMPLIED ON THE PART OF SVC, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT; FURTHERMORE, SVC MAKES NO WARRANTY REGARDING
NON-INTERRUPTION OF USE OR SOFTWARE FREE OF BUGS. SVC NEITHER ASSUMES NOR AUTHORIZES ANY
OTHER PERSON, FIRM, OR CORPORATION TO ASSUME ANY LIABILITY OR OBLIGATION IN CONNECTION WITH
THIS SALE OR LIMITED WARRANTY ON SVC’S BEHALF AND PURCHASER ACKNOWLEDGES THAT NO
REPRESENTATION EXCEPT THOSE MADE HEREIN HAS BEEN MADE TO PURCHASER.

10. RETURNS. No goods may be returned to SVC without SVC’s prior written permission, which permission may be
withheld by SVC in its sole discretion. Any request for return authorization must be in writing and include, as applicable, model
number, serial number, part number, reason for return, alleged defect, and apparent cause of alleged defect. Except as specifically
provided in Section 9(d) Limited Warranty, if SVC consents to return of goods: (a) all return shipments are to be via prepaid
freight and with all other charges prepaid, (b) if goods are returned to SVC within sixty (60) days from the date of original
shipment for reasons other than an error by SVC in filling the Purchaser’s order, Purchaser shall only be entitled to receive a
credit in an amount equal to the payment received by SVC for the goods minus (i) handling charges, and (ii) a restocking fee
determined solely by SVC which shall not exceed twenty five percent (25%) of the invoiced amount, and (c) if goods are
returned to SVC after sixty (60) days from the date of original shipment for reasons other than an error by SVC in filling the
Purchaser’s order, Purchaser shall only be entitled to receive a credit in the amount equal to the payment received by SVC for the
goods minus a handling fee, and a restocking fee in excess of twenty five percent (25%) which shall be determined by SVC.

11. SECURITY INTEREST. In order to induce SVC to ship goods without full payment, Purchaser grants a security
interest to SVC in any and all of Purchaser’s right, title and interest in the goods, and Purchaser agrees to comply with any
reasonable request of SVC to perfect such security interest. Purchaser hereby further authorizes SVC to perfect SVC’s security
interest in said goods and consents to filing one or more financing statements without the signature of Purchaser.

12. ARBITRATION. Any controversy arising out of or relating to this document, or any breach thereof, including, without
limitation, any claim that this document is voidable or void, shall be submitted to final and binding arbitration before, and in
accordance with, the Commercial Rules of the American Arbitration Association then in effect, and judgment upon the award
may be entered in any court have jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights
which SVC may have to apply to any court of competent jurisdiction for equitable, injunctive or provisional relief. This
arbitration provision shall be deemed self-executing, and in the event that either party fails to appear at any properly noticed
arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Such arbitration shall
be conducted before a single arbitrator under the aegis of the American Arbitration Association in Dutchess County, State of New
York, USA. The arbitrator shall have the authority to award expenses to the successful party.

13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND
NOTWITHSTANDING ANYTHING ELSE IN THIS DOCUMENT OR OTHERWISE, INCLUDING THAT SVC WAS
WARNED THAT DAMAGES WOULD OCCUR OR WERE LIKELY TO OCCUR, SVC SHALL NOT BE LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS DOCUMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (i) ANY AMOUNTS IN EXCESS IN THE AMOUNT PAID
TO SVC FOR THE PARTICULAR GOODS OR PART THEREOF WHICH GAVE RISE TO THE APPLICABLE CAUSE OF
ACTION OR CLAIM, OR (ii) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR
LOST OR CORRUPTED DATA, OR (iii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE,
TECHNOLOGY OR SERVICES. SVC SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS
BEYOND ITS REASONABLE CONTROL.

14. SEVERABILITY. These Terms and Conditions and Limited Warranty are the entire understanding between Purchaser
and SVC with respect to the subject matter hereof and supersede all prior agreements, dealings and negotiations. No
modification, alteration or amendment shall be effective unless made in writing and signed by a duly authorized representative of
SVC. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. Nothing contained in this
document shall be construed as requiring the commission of any act contrary to law. Whenever there is any conflict between any
provision of this document and any present or future statute, ordinance or regulation contrary to which the parties have no legal
right to contract, the latter shall prevail, but in such event the provision of this document thus affected shall be curtailed and
limited only to the extent necessary to bring it within the requirements of the law. In the event that any part, article, section,
paragraph, sentence or clause of this document shall be held to be indefinite, invalid or otherwise unenforceable, the entire
document shall not fail on account thereof, and the balance of the document shall continue in full force and effect. If any
arbitration tribunal or court of competent jurisdiction deems any provision hereof (other than for the payment of money)
unreasonable, said arbitration tribunal or court may declare a reasonable modification thereof, and this document shall be valid
and enforceable, and the parties hereto agree to be bound by and perform the same as thus modified.

15. BASIS OF BARGAIN. Each party recognizes and agrees that the warranty disclaimers and liability and remedy
limitations in this document are material, bargained for bases of their agreement and that they have been taken into account and
reflected in determining the respective obligations of the parties.