By acceptance of delivery of goods purchased by buyer (“Buyer”, “you” or “your”) from Rankin Automation Company, LLC (the “Company” or “RANKIN”), Buyer agrees to the following terms and conditions.

1. Sale. Company agrees to sell to Buyer the products (the “Products”) and/or services (“Services”) pursuant to the terms and conditions set forth in this Agreement (or as may be amended by the Company from time to time and published at) and at the prices mutually agreed to by the parties. This document supersedes all prior communications and proposals between Company and Buyer. Any additional or different terms and conditions set forth in Buyer’s purchase order or other communication are objected to and will not be binding upon RANKIN unless specifically agreed to in writing by an officer of RANKIN. No modification to the Agreement shall be effective against RANKIN unless evidenced in writing and signed by a duly authorized representative of Rankin.

2. QUOTES, ORDERS AND PRICES: Quotes from Rankin to supply Products to Buyer are valid for thirty (30) days from issuance unless otherwise agreed to by Rankin in writing. All prices are as stated in Rankin’s quote, or order acknowledgment, as applicable, and specifically override any prices referenced in Buyer’s purchase order. The prices stated in this Agreement are in U.S. dollars and do not include transportation, insurance or any sales, use, excise or other taxes, duties, fees or assessments imposed by any jurisdiction. Any amounts paid at any time by Rankin that are the responsibility of Buyer shall be invoiced to Buyer and reimbursed to Rankin. All prices and other terms are subject to correction for typographical or clerical errors.

3. Effect of Orders and Payment Terms. Orders received by the Company for the purchase of any of the Products and/or Services shall not bind the Company until accepted by the Company. To the extent that any communication or other action by the Company could be deemed an acceptance of an offer by Buyer, any acceptance by the Company is conditional upon assent by Buyer to all terms and conditions set forth herein. To the extent these Terms and Conditions are deemed an offer to sell the Products and/or Services, this document expressly limits any acceptance to the terms and conditions set forth herein. No terms or conditions presented at any time to the Company that are different or additional to the terms and conditions set forth herein are accepted by the Company, and any and all such different or additional terms are hereby expressly rejected by the Company. Buyer cannot modify or alter the terms set forth herein without the prior written consent of the Company. Acceptance by Buyer of delivery of any Product shall be deemed acceptance of these terms and conditions.

4. Delivery Terms. Unless otherwise set forth in this Agreement, the Company shall deliver to Buyer the Products ordered by Buyer, FOB Company’s manufacturing facility or warehouse as designated by Company from time to time, or such other location as is established by the Company from time to time. Rankin’s delivery dates are estimates only and Rankin will not be responsible for any loss or liability of any nature, including but not limited to incidental, special or consequential damages, occurring to Buyer or to any other party as a result of any delay in shipment. Buyer shall not debit, back charge or setoff Rankin invoices for returns, warranty claims or for any other reason, without prior written consent from Rankin. Products may not be returned by Buyer without prior written Return Materials Authorization (RMA) and the return of Products may be subject to a restocking fee. All returns that have been approved must be accompanied by an RMA issued by Rankin at the time of return. RMA’s are valid for 30 days from issuance unless otherwise agreed to by Rankin in writing. Return freight charges are the responsibility of the Buyer. Once an RMA has been successfully processed, Rankin’s only obligation is to issue Buyer credit towards a future order.

5. Payment Terms. Unless otherwise agreed upon by the parties, Buyer shall pay invoices sent by the Company within thirty (30) days after the date of the invoice. Buyer shall have ten (10) days from the date of the invoice to dispute, in writing, any invoice amount. If an invoice amount is disputed by Buyer, Buyer shall pay the undisputed amount of the invoice in accordance with this paragraph 4.

6. Credit. The Company may extend credit to Buyer in the Company’s sole discretion. In the event that the Company extends credit to Buyer, the Company reserves the right to revoke, suspend or reduce Buyer’s credit at its sole discretion and without prior notification to Buyer. The Company reserves the right to reject purchase orders and suspend shipment of goods in the event that Buyer reaches the maximum limit of its credit. Buyer agrees that title to all Products with right of repossession for default shall remain with the Company until the purchase price is paid in full.

7. Liability of the Company After delivery. All claims made by Buyer for Product shortages shall be made in writing by Buyer within ninety (90) days of receipt thereof. Claims made by Buyer for damaged Products shall be made in writing by Buyer within ninety (90) days of inspection by Buyer thereof.

8. Taxes. Buyer shall be solely liable for the payment of all federal, state and/or local sales tax, use, excise or other governmental charge incurred as a result of the sales of Products and/or Services under this Agreement. If Buyer claims an exemption from sales or use tax, Buyer shall be responsible for providing adequate proof and all necessary documentation to support Buyer’s claim for exemption.

9. BUYER’S CANCELLATION: Buyer may cancel its order for a standard Product only if, prior to the shipment date requested in its purchase order, Buyer: (a) provides RANKIN with written notice of the order cancellation; and (b) agrees to pay RANKIN the 20% cancellation fee for each cancelled product. Notwithstanding the foregoing, orders for custom or uniquely configured products or for last-time buys for end of life (EOL) products may not be cancelled, rescheduled, or returned. A “custom product” is any non-standard product developed by RANKIN under a special agreement or any product not appearing in RANKIN’s standard product catalog.

10. Force Majeure. Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement (a) if and to the extent that the default or delay is due to causes beyond the non-performing Party’s reasonable control, such as fires, floods, earthquakes, acts of God, wars, riots, civil disorders, rebellions or revolutions, terrorism, or any similar cause beyond the reasonable control of such Party (a “Force Majeure Event”), (b) provided that the non- performing Party is without fault or negligence and the default or delay could not have been prevented by reasonable precautions, and (c) provided in all cases that the Force Majeure is a proximate cause of the claimed delay associated with this Agreement. The term “Force Majeure Event” shall not, however, mean or include any delay arising from or as a result of Buyer’ financial difficulties. Notwithstanding any other term or condition of this Section, Force Majeure shall not provide an excuse for failure to make a payment when due.

11. Compliance with Laws. Buyer covenants that it is in compliance with and warrants that it shall comply with all applicable Federal, State and local laws, rulings, and regulations of the United States of America, including the Foreign Corrupt Practices
Act, 15 U.S.C. § 78 et seq. (the “FCPA”), and all laws and regulations of Buyer’s place of performance, throughout the term of this Agreement.

12. Intellectual Property Rights. Notwithstanding delivery of and the passing of title in any Products or Services to Buyer, nothing in these Terms and Conditions shall have the effect of granting or transferring to, or vesting in, Buyer any intellectual property rights in or to any Products or Services.

13. Limited Warranty.
(a) In most cases the Products or parts are manufactured by a third party or third parties and are being resold by the Company to the Buyer. With respect to Products and parts not manufactured by the Company, the Company agrees to pass through any applicable manufacturer’s warranty and any licenses, so long as such manufacturer does not prohibit such assignment. THE MANUFACTURER’S WARRANTY, IF ANY, IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED TO BUYER WITH REGARD TO THE PRODUCTS OR ANY PARTS AND IS SUBJECT TO ALL DISCLAIMERS AND LIMITATIONS OF THE MANUFACTURER.
(b) The Company warrants Products of its own assembly, fabrication, or manufacture to be free from defects in material and workmanship under normal use and service for a period of one (1) year from the date of delivery. This limited warranty extends only to Buyer. This limited warranty does not extend to any product of another manufacturer or to any part, component, accessory or attachment not manufactured by the Company. In no event does the Company warrant that the operation of Products will not be interrupted or error free. The Company warrants that all Services hereunder will be performed in a good, safe, and workmanlike manner, in conformity with generally accepted industry standards, and that the Services will be free from defects in workmanship. (c) The Company’s warranty does not cover field labor charges for parts removal and replacement, adjustments, repairs, or other work, corrosion, electrolysis, mineral deposits or normal deterioration, misapplication, modification, or change in original operating conditions. This warranty also does not apply if the Product (a) has been altered by the Buyer, (b) has not been installed, operated, repaired or maintained in accordance with instructions supplied by the Company, (c) has been subjected to abnormal or physical or electrical stress, misuse, negligence or accident, or (d) is used in ultra- hazardous activities.
(d) Subject to the terms of Section 11(c), the exclusive remedy for Buyer under this warranty is limited to the servicing, the adjustment, the repair or the replacement, at the option of the Company, of any Product (or part or parts of any Product) which, within one (1) year from the date of delivery, shall have been returned to the offices of the Company at no expense to the Company, in either its original package or a similar package affording an equal or greater degree of protection of the Product or the re-performance of defective Services.

14. Warranty Disclaimer and Limitation of Liability. WARRNATIES IN SECTION 13 ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO BUYER, AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, DATA, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LIQUIDATED OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS’ LIABILITY TO BUYER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, EQUITY OR OTHERWISE, EXCEED THE PRICE PAID BY BUYER FOR THE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS ITS ESSENTIAL PURPOSE AND EVEN IF THE DISCLAIMED DAMAGES ARE FORESEEABLE.

15. Assignment. Buyer shall not assign this Agreement or any part thereof without the prior written consent of the Company. The Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective executors, administrators, successors and permitted assigns

16. Governing law and disputes. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any and all disputes of whatever nature arising out of this Agreement referenced herein, and which are not resolved between the Parties themselves, shall be submitted to a competent court in the state of Pennsylvania. Both parties consent to exclusive personal jurisdiction, subject matter jurisdiction and venue in the state of Pennsylvania in the state and federal courts sitting in Delaware County Pennsylvania.

17. Non-waiver. No waiver by any Party of any breach by any other Party of any of its covenants, obligations and agreements hereunder shall be a waiver of any subsequent breach of any other covenant, obligation or agreement, nor shall any forbearance to seek a remedy for any breach be a waiver of any rights and remedies with respect to such or any subsequent breach.

18. Unenforceability of provisions. It is agreed that should any clause, condition or term, or any part thereof contained in the Agreement be unenforceable or prohibited by law or by any present or future governmental legislation, then such clause, condition, term or part thereof, shall be amended, and is hereby amended, so as to be in compliance with the said legislation or law but, if such clause, condition or term, or part thereof cannot be amended so as to be in compliance with any such legislation or law then such clause, condition, term or part thereof is severable from this agreement, and all the rest of the clauses, terms and conditions or parts thereof contained in this agreement shall remain unimpaired.

19. Export Control Laws. The Products may be subject to certain Export Control Laws. Buyer agrees to comply with all applicable Export Control Laws. Buyer has obtained and will comply with, as applicable, all material licenses, agreements, authorizations license exceptions or exemptions required for Buyer’s sale, resale or other disposition of the Products. Buyer agrees to indemnify, defend, and hold harmless the Company from, or in connection with, any violation of this section by Buyer, its employees, agents or customers. “Export Control Laws” means all laws and executive orders of any governmental entity relating to the import or export of goods, technology, or services or trading embargoes or other trading restrictions, including without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the Export Administration Regulations, the International Economic Emergency Powers Act and executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and comparable foreign laws.