1.  GENERAL. All quotations or contractsfurnished by E2M Technologies B.V. ("E2M") or its authorized agentsare conditioned upon Customer's acceptance of the terms and conditions set forthherein, together with those of any of the following documents (in order ofprecedence): (1) a mutually agreed upon contract, (2) a quotation, and (3)these terms (collectively, the “Agreement”). This Agreement constitutes the entire agreement of the parties and supersedes all other agreements andundertakings, whether written or oral, betweenthe parties with respect to the subject matter of this Agreement. E2Mhereby rejects the inclusion of any different or additional terms proposed byCustomer. 
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2.  CHANGES. Customer is obligated to payfor all changes and modifications beyond the original scope of the Agreement includingbut not limited to all reasonable costs and actual damages to E2Mrelated to delays caused by Customer or any third party with whom Customer hascontracted or for whom Customer is otherwise responsible. All Agreement changesincluding, but not limited to, those impacting schedule, shipping terms, price,fit, form or function must be documented in a written change order (“ChangeOrder”). Customer or E2M, as applicable, will notify the other party in writingof the request for a Change Order and will negotiate in good faith regarding the termsof any proposed Change Order for a period of not more than 14 days from such notice. If reasonably possibleand mutually agreed in writing, both parties may continueto perform their respective obligations under theAgreement during any such negotiations, but shall have no obligations withrespect to any proposed Change Order unless and until mutually accepted in writing.In the event the partiesare unable to agree upon such Change Order, E2M may,if reasonably possible, elect to perform its obligations under the Agreementwithout regard to the unresolved Change Order or may terminate the Agreement inaccordance with theseterms. The delivery schedule in the Agreementshall be adjusted accordingly to reflect any delay related to negotiation of a Change Order. Each fullyexecuted Change Order shall become an integral part of the Agreement. 
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3.  TERMS OF PAYMENT. Customer’s obligation to payon time is of the essence of these terms, and Customer will pay the invoiced amount without setoff or deduction.Amounts not paid will incur an interest charge of 1.5% per month or the highestallowable by law. In the event of any failure by the Customer to pay the fullamounts due, the corresponding license shall not be renewed or converted into apermanent license until full payment is received.. Furthermore, E2M shall be entitled to suspend performance and/orwithhold any deliveries, including those relating to other orders placed by theCustomer, until all outstanding sums have been settled in full. If Customerpurchases the Product through a third party, Customer hereby unconditionallyguarantees direct payment in full to E2M of all unpaid amounts due and owing toE2M by such third party upon demand by E2M, without requirement of notice,presentment, protest, notice of protest,notice of non-payment, or any other action requiredto be taken by E2Magainst such third party or Customer. E2M shall have noobligation to commenceor continue performance under the contract with Customer unless and until E2Mhas received payment of the applicable invoiced amount from Customer. Customer agrees that the project schedule,including but not limited to shipment and installation dates, may be impactedby Customer payment delays. 
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DELIVERY TERMS. Unlessspecifically stated otherwise, all deliverieshereunder shall be shipped by E2M on an Ex Works (Incoterms®) basis from the manufacturingfacility of its choice with title passing at delivery in accordance with theapplicable Incoterms® . If the Customer does not collect the goods within two(2) weeks after they have been made available, E2M shall be entitled to storethe goods at the Customer’s risk and expense and to charge reasonable stocking,storage, and handling fees until collection.
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4.  ORDER CANCELLATION / TERMINATION.If any order placed by Customer and accepted by E2Mis canceled or terminated, Customer shall pay to E2M upon receipt of itsinvoice the amount as agreed in the contract less any costs saved due to thecancellation. Customer shall be entitled to terminate the contract by written notice with immediateeffect in the event that Customer decides in their absolute discretionCustomer does not wish to complete the order.Upon receipt of such notice,E2M shall immediately cease work and, atCustomer’s discretion, shall deliver to Customer the complete or partiallyfinished goods
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5.  SHIPPING DATES. Shipping dates quotedrepresent a reasonable estimate of the time requiredfor manufacturing at the time of quotation. These dates will not beconstrued as promises or contractual agreements to ship or deliver goods unlessspecifically agreed to in writing. E2M shall have noobligation to ship any Product unless and until E2M has receivedpayment of the applicable invoicedamount from Customer.
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6.  DEFINITIONS. (a) Product meansany hardware, software, services and documentation purchased from E2M with any softwareor documentation included in Product supplied only under license. For purposesof this Agreement, the term "sale" or "purchase" will beunderstood to mean "license" whenever used in connection with such Softwareor documentation; (b) “Services” meanswork and performance by E2M for Customer as expressly defined in a relatedscope of work; (c) “Software” meanscomputer or process or programs, applications, documentation and computerdatabases, including software or firmware embedded in hardware such assemiconductor chips; (d) “Source Code Program” means a computerprogram that is in a form that reveals the functional operation of the computerprogram to one skilled in the art. 
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7.  PRODUCT USAGE. Customer warrantsthat the Product,including any resale or Customer-modified Product, will only be used forthe specific purpose intended in the design of that said Product and saidProduct will not be used in anyhazardous application or environment without first obtaining qualifying certification (CE, UL or equivalent) of saidProduct for that purpose. 
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‍8.  LIMITATION OF LIABILITY. E2M’ liability islimited to actual damages. In no event will E2M be liable for any special,incidental or consequential damages or losses or lost profit or lostopportunity incurred by Customer or any third party for any reason, includingbut not limited to costs or losses arising from remediation by Customer or any third party or arising from delays in delivery, installation and/or use of theProduct by Customer, regardless of the theory advanced. In no event shall E2M’aggregate liability under the Agreement exceed the purchase price of theProduct.
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9.  EXPORT. The Parties acknowledge that the products,software, technology, and/or services provided under this Agreement (“Items”)may be subject to export control, sanctions, and trade compliance laws andregulations of the United States, the European Union, and other applicablejurisdictions, including but not limited to the U.S. Export AdministrationRegulations (EAR), the International Traffic in Arms Regulations (ITAR), andthe EU Dual-Use Regulation (EU) 2021/821. Each Party agrees to comply fullywith all such laws and regulations. Customer shall not, directly or indirectly,export, reexport, transfer, or otherwise dispose of any Item, or any relatedtechnical data or service, to any destination, entity, or person prohibited byapplicable export control or sanctions laws, without first obtaining allrequired authorizations.
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10.   Customer shall notdivert, resell, or transfer the Item to any military, paramilitary, or nuclear,missile, chemical, or biological weapons-related end use or end user, nor forany other end use prohibited by applicable law. Buyer further agrees not toreexport any U.S.-origin Item or technology in violation of U.S. reexportcontrols. E2M has the right to refuse, cancel and/or terminate any order or contract if, atany time, E2M believes that any export controls or trade sanctions laws may beviolated. In the event any order or contract is terminated based onthis Section 10, neither E2M nor anyof its subsidiaries or affiliates shall be liable to Customeror any third party for failure to deliver the Product, fulfillthe contract, or forany other reason. Customer agreesthat the delivery date for the Product will not be finalized until an exportlicense is granted and delivery time will be subject to and impacted bycompliance with all applicable U.S. laws. 
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11. FORCE MAJEURE. Neither party shall be liable for any delay or failure to perform any ofits obligations under this Agreement if and to the extent such delay or failure is due tocircumstances beyond the reasonable control of such party, including but notlimited to, fires, floods, explosions, accidents, acts of God, declared andundeclared wars or riots,strikes, lockouts or other concerted acts of workmen,acts of government, shortages and limitations of materials, supply chaindisruptions and constraints in supply chains, shipping, or logistics, inabilityto obtain export or import licenses, or any provision or requirement of the U.S. Export Administration Regulations, or any othergovernment act, omission, regulation, license, order or rule.
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12.  COMPLIANCE WITH AND GOVERNING LAW. E2M andCustomer agreeto comply with all applicable laws and regulations. This Agreement shall be governed by the laws of the Netherlands,except that its conflict of lawrules will not apply.
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13.   CUSTOMER DELAY/DEEMED ACCEPTANCE. If scheduledshipment, factory acceptance testing, installation, or siteacceptance testing, as applicable, is delayed thirty(30) days or more as a resultof Customer’s action or inaction, the Product shall be deemed to havepassed factory acceptance testing or site acceptance testing, as applicable,and E2M shall be entitled to payment in full. If Customer uses the Productinstalled at its facility for other than acceptance testing prior to formalacceptance, Customer shall be deemed to have accepted the Product. If Customer fails through no fault of E2Mto complete the installation, commissioning and/or acceptance, according to schedule, final payment will be due and payableimmediately to E2M. Customer shall be responsible for all costs and expensesincurred by E2M as a result of Customer’s delay through no fault of E2Mincluding, but not limited to, payment of insurance and storage costs relatedto the Product. E2M’ rights hereundershall be without prejudice to any of its other rights under its contract withCustomer. 
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‍14.    PROPRIETARY DATA RIGHTS. Neither party willdisclose to any person or entity any information or data fixed in a tangiblemedium and marked as the confidential or proprietary information of thedisclosing party or any information disclosed as a result of the parties’discussions, visually or orally, and that should reasonably have beenunderstood by recipient, because of legends or other markings, thecircumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to thedisclosing party (collectively “Confidential Information”). ConfidentialInformation will expressly include any and all information derived from theConfidential Information. The recipient shall treat Confidential Information asconfidential and proprietary to the disclosing party and prohibit copying and use such ConfidentialInformation only in connection with fulfilling its obligations under theAgreement. Customer will not use E2M Confidential Information to assist increating or attempting to create by reverse engineering or otherwise, theSource Code Programs, hardware designs or manufacturing processes from Productprovided or to make a new Product or system, or repair any Product or systemexcept as necessary to support the use of any Product supplied by E2M. Therecipient will return all Confidential Information to the disclosing party upondisclosing party’s written request. The parties’ obligations will survive thetermination, cancellation or final payment of any or all purchase orders. Alldrawings, data, designs, tooling, equipment, procedures, engineering changes,inventions, trade secrets,copyrights, mask works, source code, object code, patents, patent applications, know-how, computer and/or Software and all parts thereof,trademarks and all other information, technical or otherwise which wasdeveloped, made or supplied by or for E2M in the production of any Product or the performance of any Servicesold, rendered or licensedhereunder, including any and all derivative works, will be and remain the sole propertyof E2M (or its licensors, if any) and E2M may use them for any purpose and for any other person or entity, including E2M. Customer will not reverse engineer any Products. In no event is Customer authorized to audit E2M’financial records or processes and documentation related to trade secrets. 
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15.   E2M SOFTWARELICENSE AGREEMENT. All Software ordocumentation offered for sale or lease is an offerto grant a license to Customer and subject to E2M’ End User SoftwareLicense Agreement availableupon request and located at:  
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16.    E2M LIMITEDWARRANTIES 
16.1    E2M Product Limited Warranty. Unless otherwiseexpressly agreed to in writing by E2M, E2M warrants Productsof its manufacture to be free from defects in materials andworkmanship for a period of eighteen (18) months from date of shipment by E2Mor placement into storage by E2M or Customer, as applicable; . Products arewarranted only to the extent used under normal conditions that are equivalentto those as tested by E2M. E2M shall, at its option, repair or replace free ofcharge within the warranty period any Product supplied by E2M which proves tobe defective in workmanship or materials. For any Products or components that are replaced, the warranty periodfor such replacement shall be the longer of one (1) year or the unexpiredportion of the original warranty applicable to the replaced Product orcomponents. Consumables and normalwear and tear arenot covered under warranty. E2M reserves the right to reject those claims forwarranty where it is reasonably determined that failure is caused by Customer-or third party made- modifications, improper maintenance, misuse,misapplication, improper or incomplete qualification, abuse of the Product,damage due to factors which are beyond the controlof E2M, damage caused by connections, interfacing or use in unforeseen orunintended environment. These conditions will render warranties null and void.

16.2   Services Warranty. Services arewarranted to be in a workmanlike manner for a periodof ninety (90) days after performance.E2M’ entire liability and Customer’s exclusive remedy, whether in contract,tort or otherwise for any claim related to or arising out of the breach ofwarranty covering Services will be re-performance or credit, at E2M’ option. 

16.3   WARRANTY LIMITATION. THE E2M LIMITED WARRANTIES IN THE AGREEMENT ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED, AND WHETHER STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIEDWARRANTY OF INFRINGEMENT, MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE, AND NOWARRANTIES ARE EXPRESSED ORIMPLIED WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF. 

16.4    Product Returns. Prior to returning any Product to E2M, whether under warranty or otherwise,Customer must obtain a return authorization from E2M or the shipment may berefused. Shipping charges for returning any Product to E2M are theresponsibility of Customer. If not coveredby warranty, subsequent costs for inspection, shipping, expediting andplacing returned Product into working condition will be charged to theCustomer. Customer shall issue a purchase order to cover such non-warrantywork. Products returned under warranty and found to be in good workingorder will be subject to charges for inspection, testing andreturn shipping costs. E2M will cover in-warranty repairs including outboundshipping charges via transportation of its choosing. 
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‍17.    GENERAL PRODUCT SAFETYSTATEMENT. E2M Products,tothe best ofits knowledge, comply with nationaland international safety standards in as much as they apply to materials andstructural testing. Because of the wide range of applications which E2MProducts are used, and over which E2M has no control, additional protective devicesand operating procedures may be necessary due to specific accident preventionregulations, safety regulations, further directives or locally validregulations. The extent of E2M’ delivery regarding protective devices isdefined in the respective quotation. E2M is free of liability in this respect. E2Mstrongly recommends that the Customer conduct its own product safety riskassessments. At Customer’s request, E2M will provide advice and quotations foradditional safety devices such as protectiveshielding, warning signs and methodsof restricting accessto the Product. 
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‍18.   NATURE OF BREACH. Liability formaterial breach under the terms setforth herein shall arise only after written notice is sent to the breaching party and cure of allegedbreach by breaching party does not occur within fifteen (15) businessdays of receipt of notice. 
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19.   SITE PREPARATION AND CONDITIONFOR SERVICES. Ifapplicable,prior to the date specified in the quotation or statement of work for the performanceof Service, Customer will (a) obtain and pay for all governmental or thirdparty consents, permits, approvals, licensesand public and private easements necessary for E2M’ unrestricted access to anysite or location needed for performance of theServices and deliveryof the Product, and (b) notify E2M in advance of any requirements including alllocal laws, regulations and/or ordinances to which E2M is or will be requiredto comply in the rendering of Services and in the supplying of Producthereunder.Customer shallbe solely responsible for preparation of the site, at which E2M will perform the Services, to the specifications andin accordance with the time schedule stated in the quotation or statement of work.Customer warrants to E2M that each such site is in compliance with all applicable health andsafety regulations and is free from all asbestos and hazardous contamination orpollutants. 
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‍20.   CUSTOMER’SDEFAULT. E2M may, upon written notice to Customer, cancel any or all ordersor agreements effective immediately if: (a)in E2M’ opinion, Customer’s financial condition deteriorates to be detrimental to E2M’ interesthereunder; (b) Customer fails to perform any obligations under these terms andsuch failure is not remedied within fifteen (15) calendar days after notice hasbeen given to Customer; (c) Customer fails to pay in accordance with anyinvoice payment terms; or (d) any change occurs in the direct or indirectownership of Customer if, in E2M’ opinion, such change may be detrimental to E2M’interest hereunder. Any cancellation pursuant to
this Sectionwill be in addition to and will not be exclusive of or prejudicial to any other rights or remedies at law or in equity availableto E2M. 
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21.    INTELLECTUAL PROPERTY INFRINGEMENT. If any E2MProduct becomes the subjectof a claim of infringement of any copyrightor patent, E2M shall, at its optionand expense, either:(a) modify it tomake it non-infringing; (b) settle such claim by procuring for Customer the right to continue using the Product;or(c) defend Customer againstsuch claim provided that the Customer gives E2M prompt written notice of allfacts and circumstances necessary or desirable for a proper defense of theclaim. E2M will not be responsible for any settlement made without itswritten consent. 
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22.   ASSIGNMENT/WAIVER.Eitherparty may assign its rights and obligations under this Agreement with writtenconsent of the other party, which consent shall not be unreasonably withheld ordelayed. Any such assignment or delegation withoutsuch consent shall be void. A waiver of any default hereunderor of any term or condition of this Agreement and order shall not be deemed tobe a waiver of any other default or any other term or condition. 
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23.   SURVIVAL. The followingsections survive termination, cancellation or expiration of this and related agreements: 8, 9, 10, 12,14, 15, and 16. 

24. SEVERABILITY. If any provision of this Agreement is declared invalid, illegalor unenforceable, the validity, legalityand enforceability of the remaining provisions will not in any way be affectedor impaired thereby, unlessthe deletion of such provision or provisions results in such a material changeso as to cause completion of the transactionscontemplated herein to be unreasonable