Spartronics Williamsport, INC.

3. Payment. All sales are subject to Seller’s credit approval, which approval shall be within the sole discretion of Seller. Unless otherwise agreed by Seller in writing, Buyer shall pay invoices, without setoff, NET 30 days from invoice date in the currency specified on the invoice (“Payment Terms”). If Buyer fails to make payment (a) Buyer shall pay all of Seller’s costs arising from Buyer’s failure to pay according to terms including attorneys’ fees and material cancellation costs, if any, (b) Seller may accelerate all Buyer payments, and (c) Seller may terminate or suspend further performance under the Agreement and any other agreements with Buyer. Past due amounts are subject to service charges of 2% per month (or the maximum amount permitted by law). If in Seller’s judgment, reasonable grounds for insecurity arise concerning Buyer’s ability to make payment when due, Seller may demand additional satisfactory security or adequate assurance of due performance, may refuse delivery except for cash, including payment for all goods previously delivered under contract, or may stop delivery or reclaim the Products, in addition to all other remedies provided for by law. Buyer’s purchase order, and any shipping or delivery instructions, shall each constitute Buyer’s separate written representation that it is solvent. Buyer shall pay Seller PPV per the Payment Terms. “PPV” shall mean the difference between the actual purchase price of materials and the quoted purchase price for tho

“Payment” · a. Seller warrants that Products provided under this Agreement have been manufactured in material compliance with applicable specifications and are free of defe · open the document (PDF)

5. Shipment and Delivery. Deliveries of Products, risk of loss and title pass to Buyer FCA Seller’s facility (Incoterms 2020) for domestic shipments or EXW Seller’s Facility (Incoterms 2020) for international shipments. Buyer is responsible for all demurrage or detention charges. Title to any software provided with Products remains with Seller or its Seller. Any claims for shortages or transit damages must be submitted directly to the carrier. All shipment, delivery or performance dates are approximate and not guaranteed. Seller reserves the right to make partial shipments. If shipment or delivery of Products, or performance of Services, is postponed or delayed by Buyer for any reason, including a Force Majeure Event, Seller may move Products or materials to storage at Buyer’s cost and risk of loss with such materials and Products then being deemed delivered, and in such case, Buyer is then obligated to make payment to Seller in accordance with the Payment Terms. Products may not be returned except with the prior written consent of Seller, which may include additional terms.

“Shipment and Delivery” · a. Seller warrants that Products provided under this Agreement have been manufactured in material compliance with applicable specifications and are free of defe · open the document (PDF)

2. Prices and Taxes. Buyer agrees that the price for Products and Services will be adjusted for additional fees and costs due to (i) changes to the Product specifications, to Product volumes, minimum run rates, inventory turns, or to any assumptions upon which Seller based its initial price, (ii) wage increase or other wage-related requirement, and (iii) Material cost changes. Prices do not include: Taxes; freight, export/import related costs; broker’s fees; duties, or other similar charges; the cost of compliance with any legislation that relates to the return of end-of-life goods for disposal; non-recurring or one-time engineering charges; or expedited fees or premiums charged by materials or component sub-suppliers resulting from Buyer’s requested schedule changes (if such schedule change is approved by Seller). “Taxes” means any sales, excise or use tax, tariffs, applicable economic surcharges due on the transaction or on Materials. Buyer must pay or promptly reimburse Seller for any Taxes or costs excluded from the Price arising from the sale or delivery of the Products and Services.

“Prices and Taxes” · a. Seller warrants that Products provided under this Agreement have been manufactured in material compliance with applicable specifications and are free of defe · open the document (PDF)

7. Seller Limited Warranty: a. Seller warrants that Products provided under this Agreement have been manufactured in material compliance with applicable specifications and are free of defects in Seller’s workmanship during the Warranty Period (the, “Seller Limited Warranty”). The “Warranty Period” is twelve (12) months from the date of manufacture. Seller’s sole obligation, and Buyer’s sole remedy, under the Seller Limited Warranty will be, at Seller’s sole discretion, to issue a refund or credit to Buyer or to repair or replace any Product returned by Buyer due to a defect in workmanship (any such Product, a “Rejected Product”). Seller will, to the extent permitted to do so, pass on to Buyer any unexpired warranties for materials purchased for Buyer or incorporated into the Product until the expiration of such warranties or the expiration of the Warranty Period for the Product, whichever is shorter. The warranty period for any Product repaired or replaced by Seller with Seller’s permission, will be the greater of (i) the remainder of the original Warranty Period or (ii) three (3) months from the date the repaired or replaced Product is shipped to Buyer. The Seller Limited Warranty will be void if the Product has been subjected to abuse, shipping damage, Page 2 of 3 Spartronics Terms and Conditions of Sale misuse, accident, alteration, neglect, unauthorized repair, improper storage or improper installation, or use with nonconforming parts, by any person other than Seller. b.

“Seller Limited Warranty” · a. Seller warrants that Products provided under this Agreement have been manufactured in material compliance with applicable specifications and are free of defe · open the document (PDF)

9. Excuse of Performance. With the exception of a party’s obligation to make payment, in the event that either party is unable to perform any of its obligations under the Agreement, or to enjoy any of its benefits because of events beyond that party’s control, including but not limited to fire, natural disaster, global, national or local pandemics, action or decrees of governmental bodies, safety related concerns, lack or delay of materials or components, lack of power, lack of labor, labor problems or other matters (a “Force Majeure Event”), the party who has been so affected shall promptly give written notice to the other party and shall use commercially reasonable efforts to resume performance as promptly as possible. Upon receipt of such notice, all obligations under the Agreement shall be immediately suspended. If the period of nonperformance exceeds thirty (30) business days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may terminate the Agreement by giving written notice. Delays in delivery due to Force Majeure Events shall automatically extend the delivery date for a period equal to the duration of such Force Majeure Events. If Buyer interrupts or delays Seller’s processes through delay of Buyer-furnished Materials, requested changes, or other Buyer-related delays, then Buyer shall reimburse Seller for all costs associated with such interruption or delay.

“Excuse of Performance” · a. Seller warrants that Products provided under this Agreement have been manufactured in material compliance with applicable specifications and are free of defe · open the document (PDF)