1.  GENERAL. All quotations or contracts furnished by E2M Technologies B.V. ("E2M") or its authorized agents are conditioned upon Customer's acceptance of the terms and conditions set forth herein, together with those of any of the following documents (in order of precedence): (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 and undertakings, whether written or oral, between the parties with respect to the subject matter of this Agreement. E2M hereby rejects the inclusion of any different or additional terms proposed by Customer. 
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2.  CHANGES. Customer is obligated to pay for all changes and modifications beyond the original scope of the Agreement including but not limited to all reasonable costs and actual damages to E2M related to delays caused by Customer or any third party with whom Customer has contracted or for whom Customer is otherwise responsible. All Agreement changes including, but not limited to, those impacting schedule, shipping terms, price,fit, form or function must be documented in a written change order (“Change Order”). Customer or E2M, as applicable, will notify the other party in writing of the request for a Change Order and will negotiate in good faith regarding the terms of any proposed Change Order for a period of not more than 14 days from such notice. If reasonably possible and mutually agreed in writing, both parties may continue to perform their respective obligations under the Agreement during any such negotiations, but shall have no obligations with respect to any proposed Change Order unless and until mutually accepted in writing.In the event the parties are unable to agree upon such Change Order, E2M may,if reasonably possible, elect to perform its obligations under the Agreement without regard to the unresolved Change Order or may terminate the Agreement in accordance with these terms. The delivery schedule in the Agreement shall be adjusted accordingly to reflect any delay related to negotiation of a Change Order. Each fully executed Change Order shall become an integral part of the Agreement. 
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3.  TERMS OF PAYMENT. Customer’s obligation to pay on time is of the essence of these terms, and Customer will pay the invoiced amount without set off or deduction. Amounts not paid will incur an interest charge of 1.5% per month or the highest allowable by law. In the event of any failure by the Customer to pay the full amounts due, the corresponding license shall not be renewed or converted into a permanent license until full payment is received. Furthermore, E2M shall be entitled to suspend performance and/or withhold any deliveries, including those relating to other orders placed by the Customer, until all outstanding sums have been settled in full. If Customer purchases the Product through a third party, Customer hereby unconditionally guarantees direct payment in full to E2M of all unpaid amounts due and owing to E2M 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 required to be taken by E2M against such third party or Customer. E2M shall have no obligation to commence or continue performance under the contract with Customer unless and until E2M has 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 impacted by Customer payment delays. 
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DELIVERY TERMS. Unless specifically stated otherwise, all deliveries hereunder shall be shipped by E2M on an Ex Works (Incoterms®) basis from the manufacturing facility of its choice with title passing at delivery in accordance with the applicable Incoterms® . If the Customer does not collect the goods within two(2) weeks after they have been made available, E2M shall be entitled to store the 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 E2M is canceled or terminated, Customer shall pay to E2M upon receipt of its invoice the amount as agreed in the contract less any costs saved due to the cancellation. Customer shall be entitled to terminate the contract by written notice with immediate effect in the event that Customer decides in their absolute discretion Customer does not wish to complete the order. Upon receipt of such notice,E2M shall immediately cease work and, at Customer’s discretion, shall deliver to Customer the complete or partially finished goods.
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5.  SHIPPING DATES. Shipping dates quoted represent a reasonable estimate of the time required for manufacturing at the time of quotation. These dates will not be construed as promises or contractual agreements to ship or deliver goods unless specifically agreed to in writing. E2M shall have no obligation to ship any Product unless and until E2M has received payment of the applicable invoiced amount from Customer.
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6.  DEFINITIONS. (a) Product means any means any hardware, software, services and documentation purchased from E2M with any software or documentation included in Product supplied only under license. For purposes of this Agreement, the term "sale" or  "purchase" will be understood to mean "license" whenever used in connection with such Software or documentation; (b) “Services” means work and performance by E2M for Customer as expressly defined in a related scope of work; (c) “Software” means computer or process or programs, applications, documentation and computer databases, including software or firmware embedded in hardware such as semiconductor chips; (d) “Source Code Program” means a computer program that is in a form that reveals the functional operation of the computer program to one skilled in the art. 
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7.  PRODUCT USAGE. Customer warrants that the Product, including any resale or Customer-modified Product, will only be used for the specific purpose intended in the design of that said Product and said Product will not be used in any hazardous application or environment without first obtaining qualifying certification (CE, UL or equivalent) of said Product for that purpose. 
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‍8.  LIMITATION OF LIABILITY. E2M’ liability is limited to actual damages. In no event will E2M be liable for any special, incidental or consequential damages or losses or lost profit or lost opportunity incurred by Customer or any third party for any reason, including but 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 the Product by Customer, regardless of the theory advanced. In no event shall E2M’aggregate liability under the Agreement exceed the purchase price of the Product.
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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 and regulations of the United States, the European Union, and other applicable jurisdictions, including but not limited to the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the EU Dual-Use Regulation (EU) 2021/821. Each Party agrees to comply fully with all such laws and regulations. Customer shall not, directly or indirectly, export, reexport, transfer, or otherwise dispose of any Item, or any related technical data or service, to any destination, entity, or person prohibited by applicable export control or sanctions laws, without first obtaining all required authorizations.
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10.   Customer shall not divert, resell, or transfer the Item to any military, paramilitary, or nuclear, missile, chemical, or biological weapons-related end use or end user, nor for any other end use prohibited by applicable law. Buyer further agrees not to reexport any U.S.-origin Item or technology in violation of U.S. reexport controls. E2M has the right to refuse, cancel and/or terminate any order or contract if, at any time, E2M believes that any export controls or trade sanctions laws may be violated. In the event any order or contract is terminated based on this Section 10, neither E2M nor any of its subsidiaries or affiliates shall be liable to Customer or any third party for failure to deliver the Product, fulfill the contract, or for any other reason. Customer agrees that the delivery date for the Product will not be finalized until an export license is granted and delivery time will be subject to and impacted by compliance 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 of its obligations under this Agreement if and to the extent such delay or failure is due to circumstances beyond the reasonable control of such party, including but not limited to, fires, floods, explosions, accidents, acts of God, declared and undeclared wars or riots, strikes, lockouts or other concerted acts of workmen, acts of government, shortages and limitations of materials, supply chain disruptions and constraints in supply chains, shipping, or logistics, inability to obtain export or import licenses, or any provision or requirement of the U.S. Export Administration Regulations, or any other government act, omission, regulation, license, order or rule.
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12.  COMPLIANCE WITH AND GOVERNING LAW. E2M and Customer agree to comply with all applicable laws and regulations. This Agreement shall be governed by the laws of the Netherlands, except that its conflict of law rules will not apply.
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13.   CUSTOMER DELAY/DEEMED ACCEPTANCE. If scheduled shipment, factory acceptance testing, installation, or site acceptance testing, as applicable, is delayed thirty(30) days or more as a result of Customer’s action or inaction, the Product shall be deemed to have passed factory acceptance testing or site acceptance testing, as applicable, and E2M shall be entitled to payment in full. If Customer uses the Product installed at its facility for other than acceptance testing prior to formal acceptance, Customer shall be deemed to have accepted the Product. If Customer fails through no fault of E2M to complete the installation, commissioning and/or acceptance, according to schedule, final payment will be due and payable immediately to E2M. Customer shall be responsible for all costs and expenses incurred by E2M as a result of Customer’s delay through no fault of E2M including, but not limited to, payment of insurance and storage costs related to the Product. E2M’ rights hereunder shall be without prejudice to any of its other rights under its contract with Customer. 
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‍14.    PROPRIETARY DATA RIGHTS. Neither party will disclose to any person or entity any information or data fixed in a tangible medium and marked as the confidential or proprietary information of the disclosing party or any information disclosed as a result of the parties’ discussions, visually or orally, and that should reasonably have been understood by recipient, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the disclosing party (collectively “Confidential Information”). Confidential Information will expressly include any and all information derived from the Confidential Information. The recipient shall treat Confidential Information as confidential and proprietary to the disclosing party and prohibit copying and use such Confidential Information only in connection with fulfilling its obligations under the Agreement. Customer will not use E2M Confidential Information to assist in creating or attempting to create by reverse engineering or otherwise, the Source Code Programs, hardware designs or manufacturing processes from Product provided or to make a new Product or system, or repair any Product or system except as necessary to support the use of any Product supplied by E2M. The recipient will return all Confidential Information to the disclosing party upon disclosing party’s written request. The parties’ obligations will survive the termination, cancellation or final payment of any or all purchase orders. All drawings, 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 was developed, made or supplied by or for E2M in the production of any Product or the performance of any Service sold, rendered or licensed hereunder, including any and all derivative works, will be and remain the sole property of 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 or documentation offered for sale or lease is an offer to grant a license to Customer and subject to E2M’ End User Software License Agreement available upon request.
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16.    E2M LIMITEDWARRANTIES 
16.1    E2M Product Limited Warranty. Unless otherwise expressly agreed to in writing by E2M, E2M warrants Products of its manufacture to be free from defects in materials and workmanship for a period of eighteen (18) months from date of shipment by E2Mor placement into storage by E2M or Customer, as applicable; . Products are warranted only to the extent used under normal conditions that are equivalent to those as tested by E2M. E2M shall, at its option, repair or replace free of charge within the warranty period any Product supplied by E2M which proves to be defective in workmanship or materials. For any Products or components that are replaced, the warranty period for such replacement shall be the longer of one (1) year or the unexpired portion of the original warranty applicable to the replaced Product or components. Consumables and normal wear and tear are not covered under warranty. E2M reserves the right to reject those claims for warranty 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 control of E2M, damage caused by connections, interfacing or use in unforeseen or unintended environment. These conditions will render warranties null and void.

16.2   Services Warranty. Services are warranted to be in a workmanlike manner for a period of 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 of warranty 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 IMPLIED WARRANTY OF INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NO WARRANTIES ARE EXPRESSED OR IMPLIED 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 be refused. Shipping charges for returning any Product to E2M are the responsibility of Customer. If not covered by warranty, subsequent costs for inspection, shipping, expediting and placing returned Product into working condition will be charged to the Customer. Customer shall issue a purchase order to cover such non-warranty work. Products returned under warranty and found to be in good working order will be subject to charges for inspection, testing and return shipping costs. E2M will cover in-warranty repairs including outbound shipping charges via transportation of its choosing. 
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‍17.    GENERAL PRODUCT SAFETYSTATEMENT. E2M Products, to the best of its knowledge, comply with national and international safety standards in as much as they apply to materials and structural testing. Because of the wide range of applications which E2M Products are used, and over which E2M has no control, additional protective devices and operating procedures may be necessary due to specific accident prevention regulations, safety regulations, further directives or locally valid regulations. The extent of E2M’ delivery regarding protective devices is defined in the respective quotation. E2M is free of liability in this respect. E2M strongly recommends that the Customer conduct its own product safety risk assessments. At Customer’s request, E2M will provide advice and quotations for additional safety devices such as protective shielding, warning signs and methods of restricting access to 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. If applicable, prior to the date specified in the quotation or statement of work for the performance of Service, Customer will (a) obtain and pay for all governmental or third-party consents, permits, approvals, licenses and public and private easements necessary for E2M’ unrestricted access to any site or location needed for performance of the Services and delivery of 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 Product hereunder. Customer shall be 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 or pollutants.
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‍20.   CUSTOMER’SDEFAULT. E2M may, upon written notice to Customer, cancel any or all orders or agreements effective immediately if: (a)in E2M’ opinion, Customer’s financial condition deteriorates to be detrimental to E2M’ interest hereunder; (b) Customer fails to perform any obligations under these terms and such failure is not remedied within fifteen (15) calendar days after notice has been given to Customer; (c) Customer fails to pay in accordance with any invoice payment terms; or (d) any change occurs in the direct or indirect ownership of Customer if, in E2M’ opinion, such change may be detrimental to E2M’interest hereunder. Any cancellation pursuant to this Section will be in addition to and will not be exclusive of or prejudicial to any other rights or remedies at law or in equity available to E2M. 
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21.    INTELLECTUAL PROPERTY INFRINGEMENT. If any E2M Product becomes the subject of a claim of infringement of any copyright or patent, E2M shall, at its option and expense, either:(a) modify it to make it non-infringing; (b) settle such claim by procuring for Customer the right to continue using the Product; or(c) defend Customer against such claim provided that the Customer gives E2M prompt written notice of all facts and circumstances necessary or desirable for a proper defense of the claim. E2M will not be responsible for any settlement made without its written consent. 
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22.   ASSIGNMENT/WAIVER. Either party may assign its rights and obligations under this Agreement with written consent of the other party, which consent shall not be unreasonably withheld or delayed. Any such assignment or delegation without such consent shall be void. A waiver of any default here under or of any term or condition of this Agreement and order shall not be deemed to be a waiver of any other default or any other term or condition. 
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23.   SURVIVAL. The following sections 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, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, unless the deletion of such provision or provisions results in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.