Terms & Conditions

Dow-Key Microwave Terms and Conditions of Sale

1. ACCEPTANCE AND GOVERNING LAW: These standard terms and conditions of sale apply to any sale or transfer of Product(s) by Seller to Buyer. Buyer accepts and agrees to be bound by this Agreement by: a) ordering based on a Seller’s price quote or b) accepting or paying for Products. Seller objects to and rejects any additional or different terms or conditions in any form tendered by Buyer, including expressly rejecting any provisions that dictate that Buyer’s terms control or any additional or different provisions in a Buyer’s electronic business portal. Seller’s failure to object to any provision or terms from Buyer will not be a waiver or amendment of any of the provisions of this Agreement. This Agreement is deemed to have been entered into in Ventura, California, and its interpretation shall be deemed to have been entered into in the State of California and its interpretation, construction, and the remedies for its enforcement shall be in accordance with California law, without reference to conflict of laws principles.

2. PRICES, INVOICES AND PAYMENT: Prices are quoted in United States (U.S.) dollars and do not include Federal, State, Local or Excise taxes. Seller’s pricing and cost structure are confidential and Seller reserves the right to address an audit request accordingly. Applicable taxes in effect at the time of shipment will be added unless the Buyer has submitted a Certificate of Exemption to the Seller. All invoices are due and payable in full by Buyer in U.S. Dollars the earlier of (i) net 30 days after the date of invoice or (ii) the due date in an Order Document. All overdue amounts and may be subject to a monthly service charge equal to the lesser of (i) 1.5% or (ii) the maximum rate then permitted by law. For Products Delivered in installments, Buyer will pay separately for each installment. Seller may, without incurring any Seller liability, suspend or cease any Delivery and/or cancel any Orders if Buyer is in breach of this Agreement or an Order, or if Seller determines, in its sole judgment, that there is a risk that Buyer will not fulfill its obligations. Seller may require that Buyer make full or partial payment in advance, provide certain security or satisfy other conditions. Seller may enforce its rights under this Section without prior notice or demand.

3. CREDIT AND ORDERING: Orders are subject to timely approval by Seller’s Credit Department. Payments by credit card are acceptable subject to proper authorization. All orders and requested changes to orders are subject to acceptance by Seller, which acceptance will be (i) through Seller’s written order acceptance sent to Buyer, (ii) by Delivery, or (iii) through electronic acceptance using the parties mutually agreed upon method. Seller reserves the right in its sole discretion to reject any order given by Buyer regardless of whether Seller gave Buyer a price quote. Typographical errors are not binding and are subject to correction.

4. DELIVERY AND TITLE: Delivery of Products will be EX-WORKS (EXW) Seller’s Plant (INCOTERMS 2010) to the location specified on Buyer’s order. Seller works to provide 100% on-time delivery to the scheduled dates and will provide Buyer advance notice of any schedule change. Title to the products sold hereunder, along with the risk of loss or damage, shall transfer to Buyer when the products are delivered to the carrier.

5. FORCE MAJEURE: Either party is not liable for failure to perform the party's obligations if such failure is as a result of: (a) acts of God or of the public enemy; (b) acts of the Government in either its sovereign or contractual capacity; (c) fires; (d) floods; (e) epidemics; (f) quarantine restrictions; (g) strikes; (h) freight embargoes; (i) unusually severe weather; and (j) earth quake. No party is entitled to terminate this Agreement under Clause 8 (Termination) in such circumstances. If a party asserts Force Majeure as an excuse for failure to perform the party's obligation, then the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was notified within ten (10) days of the likelihood or actual occurrence of an event described as (Force Majeure). In all cases, Seller shall use reasonable efforts to avoid or minimize all such failures, including exercising work-around plans or obtaining the Products from other sources.

6. PACKAGING AND SHIPMENT: All supplies provide under this Order shall be suitably prepared and packed for shipment so as to assure safe delivery. All freight and handling costs will be prepaid by the Buyer by being added to the order cost (aka: prepay and add) or shipped collect to the account number provided by the Buyer. Other arrangements specified by the Buyer shall be mutually agreed to by the Seller. If Buyer doesn’t specify a carrier, Seller will choose carrier. Seller shall not be responsible for selecting the least expensive or the fastest routing but will select a major carrier like (UPS, FedEx, and DHL). International shipment duties and customs charges shall be paid by the Buyer. Buyer is responsible for goods lost in transit or damaged during shipment.

7. QUALITY, INSPECTION AND REJECTION: The Seller has a Quality Management System certified to AS9100 and ISO9001 for the Design, Manufacture, Test, and Inspection of RF and Microwave Electro-Mechanical Switches, Relays and Switch Matrices with applications in the Military, Space/Hi-Rel, and Commercial markets. Conditioned upon providing prompt notice within 5 days after Delivery, Buyer may reject any Products that do not conform to the applicable Order Documents. Any Product that is not properly rejected by Buyer in accordance with this Section is deemed irrevocably accepted. A verified nonconformance after the delivery period will be administered according to Section 8 Returns and/or Section 11 Product Warranty.

8. RETURNS: For Products returned, Buyer shall afford Seller a reasonable opportunity to inspect the Products and any return shall comply with Seller’s Return Materials Authorization (“RMA”) procedures. Remedies are conditioned upon Buyer giving prompt written notice to Seller within the applicable period, specifying the affected Product and the defect or nonconformance and returning all affected Products to Seller. Seller reserves the right to disposition any and all returned goods and equipment.

9. CHANGE ORDER: Any request for a change order from the Buyer shall be made in writing and no change shall be made pursuant to this clause unless agreed to in writing and signed by the Seller. If a change order causes an increase or decrease in the cost of labor and/or materials required in the performance of any part of the work and/or the production and/or delivery of the goods which are the subject of the order and change order, an equitable adjustment shall be made in the contract price quoted and agreed to for the goods and the schedule for delivery of the same shall be modified accordingly. Seller shall have no obligation to commence any extra or changed work relating to the change order without a written agreement as to adjustments to contract price and delivery schedules effectively thereby.

10. SPECIFICATION: All specifications of the Seller’s products are subject to change without notice provided form, fit and function are not impact for existing orders. The Seller reserves the right to discontinue the manufacture of any product and will provide Buyer a 12 month notice. The Seller reserves the right to modify any product, goods and/or equipment without the consideration of compatibility of previously manufactured products.

11. PRODUCT WARRANTY: Products and goods sold by Seller and covered by this warranty are warranted to be free from defects in material and workmanship at the time of and for a period of 12 months from the date of shipment from Seller to the Buyer (i.e. delivery of same to the Buyer’s carrier). Seller’s warranty obligation hereunder shall be limited to making adjustments by repair, replacement, or refund of the purchase price of any goods and products at the option of the Seller, which are returned to the Seller within 12 months from the date of shipment by the Seller. In no event shall Seller be liable for indirect, special, consequential or punitive damages for breach of warranty. This warranty and any remedy extend to Buyer and to Buyer’s Customers.

11.1 Adjustments shall not be allowed for products which have been damaged by lightning, subjected to abuse, improper application of installation, alteration or accident, negligence in use, storage, transportation or handling. Alteration or removal of the serial number or identification markings voids this Warranty. Seller shall have the right of final determination as to the existence and cause of a defect, whether adjustment will be allowed, and if allowed, whether adjustment will be by repair, replacement, or refund.

11.2 Buyer will pay for all packing, transportation, and transit insurance costs for returned products. Products will be returned to the Buyer with transportation cost collect.

11.3 The seller will use parts from the approved suppliers, Original Component Manufacturer (OCM)/Original Equipment Manufacturer (OEM) or authorized distributors to avoid counterfeiting of parts. The Seller also warrants that it has the right to sell its product and that said products are free from any third party encumbrance existing at the time of sale by the Seller.

12. ASSIGNMENT: Neither party may assign in whole or in part any of its rights and obligations under this Agreement without the prior consent of the non-assigning party; provided, that, either party shall be permitted to assign this Agreement, with prior written notice provided to the non-assigning party, if such assignment is part of a transaction involving the sale or transfer of substantially all of the assets of the assigning party provided that such assignment isn’t to a Buyer competitor as reasonably determined by Buyer. Any unauthorized assignment shall be deemed null and void. The terms and conditions of this Agreement shall bind any permitted successors and assigns of either party

13. INTELLECTUAL PROPERTY:

13.1 Definitions –

a. Intellectual Property (IP) is defined as any and all inventions whether or not patentable, utility models, methods, trademarks, designs, copyrights, trade secrets, in each case whether registered or unregistered, processes, techniques, procedures, documentation, data, plans, drawings, specifications, statements of work, requirements documents, part numbers, or other technical or business-related data or information identified as intellectual property by either Party, and in each case in any form or format including electronic, whether known at present or conceived or developed in the future.

b. Background IP is IP (a) (i) owned by either Party prior to this Agreement entering into force, or (ii) developed, generated or acquired by either Party at any time independently from the performance of this Agreement or prior agreements between the Parties or, (iii) licensed to either Party by third parties, and (b) required for the installation, integration, use, manufacturing, modification, test, or support of the Items.

c. Foreground IP is any IP conceived or developed in the performance of this Agreement or in the process of designing, developing, manufacturing, testing, modifying, or improving the Items to meet Buyer’s requirements, whether known at present or conceived, developed or modified in the future.

13.2 Background IP Ownership and License - Nothing in this Agreement or the work contemplated within will alter ownership of Background IP. Seller is and remains the sole owner of all Background IP in any Item delivered hereunder.

13.3 Foreground IP Ownership and License – Buyer shall own Foreground IP developed by Seller which is paid for, partially or completely, by Buyer. The parties acknowledge and agree that such Buyer-owned Foreground IP does not include any IP that is used to manufacture or assemble any Item. All other Foreground IP developed by Seller shall be owned by Seller (“Seller Owned Foreground IP”). Seller hereby grants Buyer the following license to Seller Owned Foreground IP: Buyer is hereby granted a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license (with rights to sublicense) to use or modify the Seller Owned Foreground IP, as necessary to install, integrate, use, test, operate maintain or support (but not to manufacture or assemble) the Item and to translate or distribute all or any part of such Item or the Seller Owned Foreground IP to the extent necessary for Buyer’s customers and end users.

14. CODE OF BUSINESS CONDUCT & ETHICS: The Seller and Purchaser are committed to conduct operations ethically and in compliance with the laws of the United States and any other country in which they do business. This includes laws against commercial bribery, payments to government officials and money laundering, and compliance with local tax laws, import/export regulations, and laws governing the payment of applicable customs and duties.

15. TERMINATION:

15.1 CONVENIENCE: If the Buyer terminates this contract for any reason other than due to the Supplier’s material breach, the Buyer must provide 30 days written notice of contract termination and shall reimburse the Supplier in the amount equal to an agreed upon cancelation charge plus all of Supplier’s costs incurred, up to and including the date of termination, that are related to such contract. Such costs include, but are not limited to, any finished goods, work in process, raw materials manufactured or otherwise procured in furtherance of this contract and any costs related to the Supplier’s purchase obligations to its subcontractors, if any, that cannot be canceled without a cost to the Supplier. Supplier shall mitigate such costs to the extent reasonably practicable.

15.2 DEFAULT:a. Buyer may, by written notice to Seller, cancel all or part of this Contract: (i) if Seller fails to deliver the Goods within the time specified by this Contract or any written extension; (ii) if Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these two circumstances, within ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; or (iii) in the event of Seller's bankruptcy, suspension of business, insolvency, appointment of a receiver for Seller's property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors.

b. Seller shall continue all work not canceled.

c. Buyer may require Seller to transfer title and deliver to Buyer, as directed by Buyer, any (i) completed Goods, and (ii) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and contract rights (collectively, "Manufacturing Materials") that Seller has specifically produced or acquired for the canceled portion of this Contract. Upon direction from Buyer, Seller shall also protect and preserve property in its possession in which Buyer or its customer has an interest.

d. Buyer shall pay the Contract price for completed Goods accepted. In addition, any payment for Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the "Termination for Convenience" Article of this Contract, except that Seller shall not be entitled to profit. Buyer may withhold from any amount due under this Contract any sum Buyer determines to be necessary to protect Buyer or Buyer's customer against loss because of outstanding liens or claims of former lien holders. e. If, after cancellation, it is determined that Seller was not in default, the rights and remedies of the Parties shall be as if the Contract had been terminated according to the "Termination for Convenience" Article of this Contract.

15.3 FOR CAUSE: Seller may by written notice to Buyer, without prejudice to any other rights or remedies provided under this Agreement, by law or in equity, terminate this Agreement and/or Purchase Order(s) in whole or in part in any of the following circumstances: (i) if Buyer has been declared bankrupt, makes an assignment for the benefit of creditors, or is in receivership; or (ii) if Buyer breaches its obligations to pay Seller any amounts due hereunder, or infringes upon Seller’s Intellectual Property, or breaches its obligations under Article 13.2 or engages in gross negligence or willful misconduct or fraudulent activities in connection with this Agreement, and fails to cure such breach within 30 days after receiving written notice thereof from Seller. Upon Seller’s delivery of a notice of cancellation to Buyer, Seller shall stop work and immediately take the necessary action to ensure that all work under this Agreement and/or Purchase Order(s) shall cease and unless otherwise agreed by the parties, that all subcontracts and agreements are forthwith terminated immediately.

16. DISPUTES: All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Arbitrator shall be conducted in English in Ventura County, California, U.S.A.. The arbitration panel shall include three arbitrators (unless a single arbitrator can be agreed upon by the parties). A judgment upon the award rendered by the arbitrator(s) may be entered thereon on a court of appropriate jurisdiction. The parties specifically agree to the binding nature of the arbitration

17. SEVERABILITY: If any term or condition of this Agreement is held invalid or unenforceable for any reason, the remaining provisions of this Order shall continue in full force and effect as if this Order had been executed with the invalid portion eliminated, provided the effectiveness of the remaining portions of this Order will not defeat the overall intent of the parties. In such a situation, the parties agree, to the extent legal and possible, to incorporate a replacement provision to accomplish the originally intended effect.

18. ORDER OF PRECEDENCE: All documents and provisions in this Contract shall be read so as to be consistent to the fullest extent possible. In the event of a conflict or inconsistency between the documents or provisions as incorporated into or attached to the Contract, the documents or provisions shall prevail in the order listed below, with the first document or provision listed having the highest precedence:

Document Title/Description:

a. The system generated purchase order document

b. This Purchase Order terms and conditions

c. Specifications (the most recently agreed to and issued version of specifications shall control and Buyer’s specifications will prevail over any subsidiary documents referenced therein)

d. All other attachments, exhibits, appendices, documents or terms incorporated by reference in or attached to this

19. ENTIRE AGREEMENT: This Agreement is intended by the Parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings, written or oral, no usage of trade nor acceptance or acquiescence in a course of performance rendered under this Agreement shall be relevant to supplement, explain or determine the meaning of the terms of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and had opportunity for objection. No amendment or change of any kind shall be binding upon Buyer unless in writing and signed by an authorized representative of Buyer. WHEREFORE, the Parties acknowledge their understanding of all terms contained in this Agreement and all documents incorporated by reference.

Additional Terms and Conditions

• Please refer to Espy’s End User License Agreement (EULA), for additional terms and conditions related to the licensed computer software, technical data, and services described in this brochure.

• ITAR: Licensee is hereby notified that the Licensed Information is subject to U.S. export control laws and regulations, including but not limited to, the Arms Export Control Act as amended (22 U.S.C. § 2778 et. seq.) and the International Traffic in Arms Regulations (22 C.F.R. § 120 et. seq.). In connection with and without limiting the general applicability of the preceding sentence, Licensee shall not make or permit disclosure by any means of the Licensed Information to citizens or nationals of prohibited countries or to any Foreign Person (as defined in the International Traffic in Arms Regulation) unless (a) Licensee has received Espy’s express written consent to do so and (b) necessary export licenses have been obtained and a copy of such license or export approval has been provided to Espy.

K&L Microwave Terms and Conditions of Sale

1. Payment Terms: Payment terms are net 30 days. Discounts are not given for early payment. Buyer cannot reduce payment amount due to Seller for any reason.

2. Prices: Prices quoted are in U.S. dollars and do not include Federal, State, Local or Excise taxes. Applicable taxes in effect at the time of shipment will be added unless the Buyer has submitted a Certificate of Exemption to the Seller. Prices are subject to change without notice.

3. Acceptance and Governing Law: Orders will be valid only when accepted in writing at Seller’s office, 2250 Northwood Drive, Salisbury, Maryland, U.S.A. The contract arising therefrom shall be deemed to have been entered into in the State of Maryland and its interpretation, construction, and the remedies for its enforcement shall be in accordance with Maryland law, without reference to conflict of laws principles.

4. Credit: Orders are subject to approval by the Seller’s Credit Department. Payments by credit card are acceptable subject to proper authorization.

5. Delivery: Delivery times quoted are based on the date the order is accepted by the Seller. The Seller shall not be liable for delays resulting in its inability to fulfill its contractual obligation hereunder when the causes thereof are beyond the reasonable control of the Seller. Such circumstances include, but are not limited to, acts of God, acts of public enemy, acts of civil or military authority, or governmental priorities.

6. Title: Title and risk of loss or damage to the goods sold hereby shall pass to Buyer upon delivery of goods to a common carrier. FCA Point shall be Point of Shipment.

7. Shipping: All freight and handling costs will be prepaid by the Buyer by being added to the order cost or shipped collect to the account number provided by the Buyer. Other arrangements specified by the Buyer must be approved by the Seller. Seller will choose carrier. Seller shall not be responsible for selecting the least expensive or the fastest routing. Shipping costs are calculated as a percentage of total order cost. Duties and customs charges shall be paid by the Buyer. Freight costs for international shipments being shipped via a freight

forwarder is calculated to the destination airport. Buyer is responsible for transportation of the goods from destination airport to Buyers' address. Shipping terms shall be FCA Point of Shipment. Shipping terms are in accordance with Incoterms 2020.

8. Claims: Claims for shortages must be made to the Seller in writing within thirty (30) calendar days after the date of shipment from the Seller’s plant. All goods become the property of the Buyer upon delivery to the carrier. Claims for goods lost in transit or damage must be made immediately against carrier by the Buyer.

9. Change Order: Any request for a change order from the Buyer shall be made in writing and no change shall be made pursuant to this clause unless agreed to in writing and signed by the Seller. If a change order causes an increase or decrease in the cost of labor and/or materials required in the performance of any part of the work and/or the production and/or delivery of the goods which are the subject of the order and change order, an equitable adjustment shall be made in the contract price quoted and agreed to for the goods and the schedule for delivery of the same shall be modified accordingly. Seller shall have no obligation to commence any extra or changed work relating to the change order without a written agreement as to adjustments to contract price and delivery schedules effective thereby.

10. Returns and Credits: Products may be returned at Buyer’s convenience with Seller’s prior written approval. No credit shall be allowed for returned goods except as provided hereunder. If authorized by Seller, credit will be allowed only for the purchase price of the returned goods, excluding shipping and taxes. Any refurbishing of the equipment or goods returned that is required to return the same to a condition acceptable to the Seller will be charged by Seller against the credit requested by Buyer at Seller's current repair rate. Credit for the returned material will only be issued to the original Buyer. Cancellation by the Buyer of acknowledged orders by the Buyer will be accepted only upon terms which will fully protect Seller against loss on account of the same and which are accepted by the Seller in writing. Seller reserves the right to reject any and all returned goods and equipment.

11. Specifications: All specifications of the Seller’s products are subject to change without notice. The Seller reserves the right to discontinue the manufacture of any product. The Seller reserves the right to modify any product, goods and/or equipment without the consideration of compatibility of previously manufactured products.

12. Intellectual Property Indemnity: Seller hereby disclaims any warranty or indemnity that use, sale, resale or any other disposition by the Buyer or others of products and goods sold hereby is free from infringement of any other party's intellectual property rights, including patents. Seller does not indemnify Buyer or any other person against such infringement, except that Seller may, in its discretion, assist Buyer or others in settlement of infringement disputes by providing relevant information. Buyer shall indemnify and save Seller harmless against any claims for any damages and costs in any suit alleging infringement of any United States or foreign patent by the manufacture, use or sale of products and goods supplied by the Seller pursuant to Buyer's order and made in accordance with the design and specification provided to Seller. Seller shall give prompt written notice of any claims or of the bringing of such a suit, and an opportunity shall be given to Buyer to settle or defend the same of its own account.

13. Product Warranty: Products and goods sold by Seller and covered by this warranty are warranted to be free from defects in material and workmanship at the time of and for a period of one (1) year from the date of shipment from Seller to the Buyer (i.e. delivery of same to the Buyer's carrier). Seller’s warranty obligation hereunder shall be limited to making adjustments by repair, replacement, or refund of the purchase price of any goods and products at the option of the Seller, which are returned to the Seller as provided below within one (1) year from the date of shipment by the Seller. In no event shall Seller be liable for direct, indirect, special, consequential or punitive damages for breach of warranty. Adjustment shall not be allowed for products which have been damaged by lightning, subjected to abuse, improper application of installation, alteration or accident, negligence in use, storage, transportation or handling. Alteration or removal of the serial number or identification markings voids this Warranty. Seller shall have the right of final determination as to the existence and cause of a defect, whether adjustment will be allowed, and if allowed, whether adjustment will be by repair, replacement, or refund. Buyer will pay for all packing, transportation, and transit insurance costs for returned products. The Seller reserves the right to discontinue models at any time or change specifications, design, or prices without notice and without incurring any obligation. Products will be returned to the Buyer with transportation cost collect.Subject to the provisions of its "Intellectual Property Indemnity" clause, the Seller also warrants that it has the right to sell its product, that the Buyer shall have and enjoy possession thereof against lawful claims existing at the time of the sale by the Seller, and that said products are free from any charge of encumbrance in favor of third persons existing at the time of sale by the Seller.The foregoing constitute the Seller’s entire warranty, express, implied or statutory with respect to its products and states the full extent of its liability for the breach of Warranty and for damages, whether direct, indirect, special, consequential or punitive resulting from any such breach. No change whatsoever thereto shall be binding upon the Seller unless made and agreed to in writing by the Seller and signed by a corporate officer of the Seller.

14. Termination for Convenience: If the Buyer terminates this contract for any reason other than due to the Supplier's material breach, the Buyer shall reimburse the Supplier in the amount equal to an agreed upon cancelation charge plus all of Supplier's costs incurred, up to and including the date of termination, that are related to such contract. Such costs include, but are not limited to, any finished goods, work in progress, raw materials manufactured or otherwise procured in the furtherance of this contract and any costs related to the Supplier's purchase obligations to its subcontractors, if any, that cannot be canceled without a cost to the Supplier. Supplier shall mitigate such costs to the extent reasonably practicable.

15. Arbitration: All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Arbitration shall be conducted in English in Wicomico County, Maryland, U.S.A. The arbitration panel shall include three arbitrators (unless a single arbitrator can be agreed upon by the parties). A judgment upon the award rendered by the arbitrator(s) may be entered thereon on a court of appropriate jurisdiction. The parties specifically agree to the binding nature of the arbitration.

Pole/Zero Terms & Conditions of Sale

All orders placed for products (the “Products”) and services (the “Services”) of Pole/Zero Acquisition, Inc., a Delaware corporation dba Pole/Zero Corporation (“Pole/Zero”) shall be subject to these Master Terms and Conditions of Sale and any Schedules attached hereto (collectively, these “Terms”) and the order confirmation from Pole/Zero accepting the order for the Products and/or Services (the “Order Confirmation”, collectively with these Terms, the “Contract”) whether or not specifically referred to. If any provision in the Order Confirmation is inconsistent with these Terms, the provision in the Order Confirmation shall govern. No additional or differentterms or conditions or any modifications, changes or amendments to the Contract shall be binding upon Pole/Zero unless specifically agreed to in writing by an authorized representative of Pole/Zero. Any additional or different terms already or hereafter proposed by Buyer, whether in a purchase order or other communication or otherwe, are hereby rejectedand shall not apply. The lack of objection by Pole/Zero to any additional, modifying or deleting provisions contained in any communications from Buyer shall not be construed either as a waiver of the terms of the Contract or as an acceptance by Pole/ Zero of any deviation from the terms of the Contract. 

1. Orders and Prices: All price and delivery quotations made by Pole/Zero are conditioned upon these Terms. No order shall be binding upon Pole/Zero until received and accepted by an authorized representative of Pole/Zero. Any Contract(s) resulting from acceptance of any order(s) placed with Pole/Zero may only be modified or rescinded by a written document, signed by the duly authorized representatives of both parties. Prices are subject to change without notice, provided that Pole/Zero shall not change the prices of any Products and/or Services subject to an accepted order. Price quotations, unless otherwise stated, shall automatically expire 30 calendar days from the date issued and may be terminated at any time upon notice to Buyer. All prices listed in Pole/Zero publications are intended as a source of general information only and not as an offer to sell, and all prices contained therein are subject to confirmation by formal quotation by Pole/Zero. Prices do not include transportation charges, insurance costs, export/import duties, licenses or fees, or any tax or governmental charge of any nature whatsoever.

2. Taxes, Fees and Duties: Any applicable taxes, fees and duties shall be paid by Buyer, either directly or by reimbursement to Pole/Zero. Any claim for exemption by Buyer shall, if applicable, be effective only after receipt of proper exemption forms by Pole/Zero, but in no event after delivery or performance.

3. Shipment and Delivery: Unless otherwise agreed in writing between the parties, any Products shall be delivered ex works, Pole/Zero’s facility (the term “ex works” as used herein shall be interpreted in accordance with Incoterms 2010). If Products are delivered ex works, Pole/Zero shall providewritten notice to Buyer that the Products are available for shipping at the delivery point (the “Availability Notice”); Buyer shall take delivery of the Products within 7 days of Pole/Zero’s Availability Notice. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to the Availability Notice, or if Pole/Zero is unable to deliver the Products to the delivery point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) Pole/Zero, at its option, may store the Products until Buyerpicks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).Title to all Products shall pass to Buyer upon delivery to Buyer at the delivery point. All Products shall be packaged and packed for shipment in accordance with appropriate commercial practices. Claims for shortages and other error in delivery must be made in writing to Pole/Zero within 10 days after the carrier designated by Buyer delivers the Products to the location specified by Buyer to carrier and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer. Pole/Zero reserves the right to make delivery in installments, unless otherwise expressly agreed to in the Contract; all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer’s obligations to accept remaining dlliveries.Pole/Zero shall use reasonable efforts to comply with the delivery date specified herein (if any), but any such date is an estimate only, unless otherwise agreed in writing by the parties. 

4. Terms of Payment: Unless specified otherwise by Pole/Zero, all Products and/or Services shall be invoiced upon delivery to Buyer or upon completion of performance. Payment of the amount specified in the invoice shall be due within 30 days from the date of invoice and shall be subject to interest on the unpaid balance at the maximum rate permitted by law. Buyer shall make all payments hereunder in U.S. dollars. Buyer shall reimburse Pole/Zero for all collection costs, court costs, administration costs, investigation costs, attorneys’ fees and all other incidental costs, charges or expenses incurred in the collection of past due amounts or otherwise resulting or arising from any breach by Buyer of the Contract. In addition to all other remedies available under the Contract or at law (which Pole/Zero does not waive by the exercise of any rights under the Contract), Pole/Zero shall be entitled to suspend the delivery of any Products or provision of any Services, under this or any otherCcontract between the parties,if Buyer fails to pay any amount when due hereunder and such failure continues for 5 days following written notice thereof. Buyer shall not withhold payment of any amount due and payable by reason of any set-off of any claim or dispute with Pole/Zero, whether relating to Pole/Zero's breach, bankruptcy or otherwise.

5. Warranty: (a) New Products: Pole/Zero warrants that new Products delivered under the Contract shall be free from material defects in materials and workmanship and that Services provided under this Contract shall be performed in a workmanlike manner and according to industry standards, and Pole/Zero will, at its option, repair, correct or replace any Product and/or Service which violates this warranty, provided that Pole/Zero is given written notice of any such defect no later than 1 year after delivery or performance by Pole/Zero. Pole/Zero may, at its option, participate in the defect investigation of the Product and/or Serviceat the installation site and repair, correct or replace the defective Productand/or Service at such site or at its designated facility. Defective Productscovered by this warranty may be returned to Pole/Zero at Pole/Zero’s expense if agreed to in advance in writing by Pole/Zero. Repair, correction or replacement in the manner provided above shall constitute fulfillment o all Pole/Zero's obligations under this warranty. This warranty shall not apply to any equipment or parts which have been subjected to accident, misuse or unauthorized alteration, to normal wear (which includes components with innate limited life) or to defects caused by not complying with Pole/Zero's installation and service requirements (if the failed equipment or parts were not installed by Pole/Zero). This warranty shall apply to and include correction of technical data or firmwarepertinent to defective Products to the extent delineated hereinabove.

THE REMEDIES SET FORTH ABOVE SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND POLE/ZERO’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION 5A. POLE/ZERO MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO PRODUCTS AND/OR SERVICES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNES FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER WARRANTY OF QUALITY.Products manufactured by or Services performed by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products and/or Services. Third Party Products are not covered by the warranty in this section 5a. Any warranties made or given by such third parties for the Third Party Products which are assignable by their terms are hereby assigned to Buyer. FOR THE AVOIDANCE OF DOUBT, POLE/ZERO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(b) Repaired Products: Repairs, for which Buyer has paid a fee, will be warranted as set forth in section 5a for a period of 90 days from shipment or performance date. Warranty for paid repairs are exclusively limited to repaired or replaced material and/or workmanship specific to the repairs performed, and does not extend the warranty of the repaired Product and/or Services. With the exception of warranty period and specific coverage as defined in this section 5b, all other warranty terms shall apply as defined insection 5a. Buyer acknowledges and agrees that repairs to any Productsand/or Services not covered by a warranty under this section 5, including any 

shipping charges, will be at Buyer’s sole cost. If the Product and/or Service is outside of the warranty period, it may be determined that an initial evaluation fee is required to proceed with the failure analysis. Pole/Zero’sTest and Evaluation Department utilizes a uniform evaluation charge based on the complexity of the Product and/or Service in order to complete a repair estimate. In addition, an order needs to be issued to reflect the appropriate amount, before an RMA number will be issued and repairs started. An estimate to complete the repair (if additional time is required) will be provided at the conclusion of the evaluation effort. While it is possible that the Product and/or Service may be repaired during that evaluation, it is also possible that it may be deemed 'un-repairable' based on its condition.

6. Intellectual Property Rights: All intellectual property rights in, or relating to, the Products and/or Services are owned by or licensed to Pole/Zero and nothing herein shall have the effect of transferring the ownership of such intellectual property rights to Buyer.In the event of any third party demand, claim or action alleging that the proper use of the Products and/or Services by Buyer in accordance with any instructions and directions issued with or in relation to such Products and/or Services by Pole/Zero infringes any patent or other intellectual property right belonging to a third party, Buyer shall: (i) promptly notify Pole/Zero in writing of such claim; (ii) not make any admission in relation to or attempt to settle or compromise the claim; (iii) give Pole/Zero express authority to conduct all negotiations and litigation, and to settle all litigation, arising from such claim; and (iv) provide Pole/Zero with all available information, documents and assistance as Pole/Zero may reasonably require, including without limitation ceasing to use the Products and/or Services if deemed reasonably necessary by Pole/Zero until the infringement claim is resolved. Pole/Zero may also, at any time, at its option: (i) procure for Buyer the right to continue to use the Products and/or Services in question, free of any liability for such infringement; or (ii) direct Buyer to cease use of and not market or sell such Products and/or Services and (a) modify the Products and/or Services in question so that they become non-infringing; (b) substitute the Products and/or Services in question with functionally equivalent non-infringing Products and/or Services; or (c) refund the price paid by Buyer for the infringing Products and/or Services. This section states the entire liability of Pole/Zero for any infringement of third party intellectual property rights.Buyer shall indemnify Pole/Zero from and against all losses, damages, costs, liabilities and expenses (including legal expenses) arising out of or in connection with any third party demand, claim or action alleging that any Product manufactured or Service provided by Pole/Zero in accordance with designs and/or specifications provided to Pole/Zero by Buyer infringes any patent or other intellectual property right belonging to a third party.

7. Confidential Information: A party (the “Receiving Party”) shall keep in strict confidence all information which is of a confidential nature (including any technical or commercial know-how, specifications, inventions, processes or initiatives) and has been disclosed to the Receiving Party by the other party (the “Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. The Receiving Party shall remain liable for a breach of such obligations by the Receiving Party’s employees, agents and subcontractors. The Receiving Party shall only use or make copies of confidential information (including any reproductions, extracts or analyses of that confidential information) in connection with and to the extent necessary for the purposes of the Contract.Certain information provided to Receiving Party may be subject to export controls identified in the EAR (Export Administration Regulations) administered by the U.S. Department of Commerce and/or ITAR (International Traffic in Arms Regulations) administered by the U.S. Department of State. Export controls apply to hardware and technical data (including, but not limited to, drawings, specifications, source control documents, etc). Release of this information to foreign nationals is governed by U.S. law and may require a license or other documentation. Receiving Party agrees to comply with all applicable laws and to direct its representatives to comply with all applicable laws, including EAR and ITAR, with respect to all information provided to it and its representatives by Disclosing Party and its representatives.

8. Force Majeure: Pole/Zero shall not be liable for damages under the Contractfor a delay or failure in its performance under the Contract as a result of causes beyond its reasonable control, including any law, order, regulation, direction, or request of any government having or claiming to have jurisdiction over Pole/Zero, its subcontractors and/or its suppliers; failure or delay of transportation; insurrection, riots, national emergencies, war, acts of public enemies, strikes or inability to obtain necessary labor, manufacturing facilities, material or components from Pole/Zero's usual sources; fires, floods or other  catastrophes; acts of God, acts of omissions of Buyer or any causes beyond the  reasonable control of Pole/Zero and/or of its suppliers. Upon the giving of  prompt written notice to Buyer of any such causes of a delay or failure in its  performance of any obligation under the Contract, the time of performance by Pole/Zero shall be extended to the extent and for the period that its performance of said obligations is prevented by such cause. 

9. Limitation of Liability: POLE/ZERO SHALL NOT BE RESPONSIBLE TO BUYER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF WHATSOEVER NATURE, OR FOR ATTORNEY’S FEES, LOSS OF USE, LOSS OF MARKET SHARE, OR LOST PROFITS HOWSOEVER THESE MAY BE CHARACTERIZED. IN NO EVENT SHALL POLE/ZERO BE LIABLE TO BUYER FOR ANY AMOUNT WHICH IN COMBINATION WITH ALL CLAIMS BY BUYER AGAINST POLE/ZERO RELATED TO THE CONTRACT EXCEEDS THE PRICE OF THE PRODUCTS AND/OR SERVICES. IN ANY EVENT, THE LIABILITY OF POLE/ZERO TO BUYER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) UNDER ANY WARRANTY OR OTHERWISE, IS EXCLUSIVELY LIMITED TO THE REMEDIES EXPRESSLY PROVIDED UNDER THE TERMS OF THE CONTRACT, IN LIEU OF ANY AND ALL OTHER REMEDIES AT LAW OR IN EQUITY.

10. Indemnity: EXCEPT AS OTHERWISE PROVIDED OR LIMITED IN THE CONTRACT, BUYER SHALL INDEMNIFY AND HOLD HARMLESS POLE/ZERO AGAINST ANY AND ALL LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEY’S FEES AND OTHER COSTS OF DEFENDING ANY ACTION) THAT IT MAY SUSTAIN OR INCUR AS A RESULT OF THE USE, OPERATION OR POSSESSION OF THE PRODUCTS AND/OR SERVICES BY BUYER OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, THE NEGLIGENT OR WILLFUL ACT OR NEGLIGENT OR WILLFUL OMISSION OF BUYER OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR THE ALTERATION OR MODIFICATION OF THE PRODUCTS AND/OR SERVICES OR THE USE OR COMBINATION OF THE PRODUCTS AND/OR SERVICES WITH OTHER PRODUCTS, DEVICES OR SERVICES BY BUYER OR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES.

11. Security Interest: As collateral security for the payment of the purchaseprice of the Products and/or Services, Buyer hereby grants to Pole/Zero a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products sold hereunder, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this section constitutes a purchase money security interest under the applicable Uniform Commercial Code.

12. Applicable Laws: In performing its obligations and exercising its rights under the Contract, Buyer shall, at all times, act ethically and in compliance with all applicable laws of the United States and any jurisdiction in which Buyer is established or conducts operations relating to the Contract, including (without limitation) any applicable laws in force from time to time regarding bribery, fraudulent acts, corrupt practices and/or money laundering and any applicable laws in force from time to time regarding import/export regulations, tax and/or customs and duties (the “Import/Export Legislation”).Any orders for Products to be exported from the U.S. shall be accepted subject to U.S. Government approval for export where applicable. Buyer expressly acknowledges that a Product (including any technical information related to such Product) may also be subject to the Import/Export Legislation of the country into which the Product is sold, and the Buyer shall abide by such Import/Export Legislation. Buyer shall ensure that the Products(including any technical information related to such Product), and any other products or technology acquired from Pole/Zero under the Contract, will not be exported, sold, diverted, transferred or otherwise disposed of in violation of the Import/Export Legislation, either in their original form or after being incorporated into other products or as part of a resale by Buyer.

13. Data Security: Buyer shall fully comply with the data protection and privacy legislation in all relevant countries and shall ensure that its employees, agents and contractors observe the provisions of that legislation. Buyer represents that it has developed and implemented and covenants that it will maintain effective information security policies and procedures that include administrative, technical and physical safeguards designed to (i) ensure the confidentiality, security, integrity and availability of Pole/Zero’s confidentialinformation provided hereunder; (ii) protect against anticipated threats or hazards to the confidentiality, security, integrity and availability of such information; (iii) protect against unauthorized access or use of such information; and (iv) ensure the proper disposal of such information. Buyer shall promptly notify Pole/Zero of any breach of confidentiality by Buyer or any of its agents, disclosure of Pole/Zero’s confidential information by Buyer or one of its agents or a breach of Buyer’s information security policies or procedures. Notice shall be provided to Pole/Zero no later than 24 hours upon discovery of breach.

14. Nonsolicitation: Beginning on the effective date of the Contract and continuing until the date that is 1 year after the date of the last purchase order submitted by Buyer to Pole/Zero, Buyer shall not directly or indirectly solicit for employment or hire any employee of Pole/Zero with whom Buyer has had contact or who became known to Buyer in connection with the Contract.

15. Governing Law/Venue: The Contract shall be governed by and be construed in accordance with the laws of the State of New York, without giving effect to any choice of law rules. To the extent applicable, each party expressly consents to the exclusive jurisdiction of the federal, state and local courts in the State of New York, to govern all disputes arising out of the Contract.

16. Termination: Upon a material breach of the Contract, in addition to any remedies that may be provided under the Contract, Pole/Zero reserves the right to suspend fulfillment of or terminate the Contract and any other outstanding contracts with immediate effect upon written notice to Buyer.

17.*Termination for convenience : If the Buyer terminates this contract for any reason other than due to the Pole/Zero’s material breach, by giving a least thrty (30) day notice in writing to Pole/Zero, the Buyer shall reimburse Pole/Zero in the amount equal to an agreed upon cancelation charge plus all of Pole/Zero ‘s cost incurred, up to and including the date of termination, that are related to such contract. Such costs include, but are not limited to, any finished goods, work in process, raw matrials manufactured or otherwise procured in furtherance of this contract and any costs related to Pole/Zero’s purchaseobligations to its subcontractors, if any, that cannot be canceled without a cost to Pole/Zero. Pole/Zero shall mitigate such costs to the extend reasonably practicable.*

SCHEDULE: INTERNATIONAL TERMS AND CONDITIONS OF SALE

This Schedule: International Terms and Conditions of Sale (these “International Terms”) provides additional terms and conditions applicable to the Contract. If any provision in these International Terms is inconsistent with any other provision of the Terms, the provision in these International Terms shall govern. 

1. Language: In case of controversy or dispute between a translation of the Contract and the English language original, the English original shall control for all purposes.

2. Shipment and Delivery: This section replaces section 3 of the Terms in its entirety. Unless otherwise agreed in writing between the parties, any Products shall be delivered DAT to the airport agreed to by the parties that is located in the destination country (Incoterms 2010) (the term “delivered at terminal” or “DAT” as used herein shall be interpreted in accordance with Incoterms 2010). Title to all Products shall pass to Buyer upon delivery to Buyer at the delivery point. All Products shall be packaged and packed for shipment in accordance with appropriate commercial practices. Claims for shortages and other error in delivery must be made in writing to Pole/Zero within 10 days after deliveryand failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer. Pole/Zero reserves the right to make delivery in installments, unless otherwise expressly agreed to in the Contract; all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer’s obligations to accept remaining deliveries.Pole/Zero shall use reasonable efforts to comply with the delivery date specified herein (if any), but any such date is an estimate only, unless otherwise agreed in writing by the parties. 

3. Governing Law/Arbitration: This section replaces section 15 of the Terms in its entirety. The Contract shall be governed by and be construed in accordance with the laws of the State of New York, without giving effect to any choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the transactions contemplated by the Contract.Except as provided in this section, all disputes shall be finally resolved by binding arbitration before 3 arbitrators pursuant to the rules (“Rules”) and under the auspices of the International Chamber of Commerce (“ICC”). Such arbitration shall be held in New York, New York, U.S.. In accordance with the Rules, each party shall select 1 arbitrator and the 2 arbitrators so selected shall select the 3rd arbitrator. The arbitrators shall be knowledgeable in the chosen law and the industry. At either party’s request, the arbitrators shall give a written opinion stating the factual basis and legal reasoning for their decision. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings shall be conducted in the English language and all documents and witness depositions, whether written or oral, provided as proof during the arbitration proceedings, if any, shall be presented in English. The arbitration award shall be final and binding upon the parties. The arbitration award shall be rendered in writing and duly substantiated. The responsibility of the parties for the costs of the arbitral procedure, including but not limited to, ICC administrative fees, arbitrators’ fees and expenses, fees and expenses of experts appointed by the arbitral tribunal, attorney’s and party-appointed experts’ fees and expenses, shall be decided by the arbitral tribunal. Either party may, at its sole discretion, seek interim judicial relief in any court of competent jurisdiction (including, but not limited to, interim injunctive relief). The provisions of this section may be enforced by any court of competent jurisdiction. 

4. Anti-Bribery Compliance: Buyer hereby certifies that Buyer and its directors, officers, employees, agents, sub-contractors and/or consultants:(i) are familiar with, and shall comply in all respects with, all applicable laws in force from time to time regarding bribery, fraudulent acts, corrupt practices and/or money laundering, including the U.S. Foreign Corrupt Practices Act, as amended, and the U.K. Bribery Act 2010, as amended; (ii) have not and shall not authorize or make any payments or gifts or any offers or promises of payments or gifts of any kind, directly or indirectly, in connection with the Contract to any “foreign official,” including (a) any official, agent, or employee of any government or governmental agency; (b) any political party or officer, employee or agent thereof; or (c) any holder of public office or candidate for political office; and (iii) are not officials or employees of any government, an official of a political party, or a candidate for political office, or a director, officer, employee, or affiliate of a government instrumentality.Buyer understands that for purposes of this section, a “foreign official” may include an employee or official of a commercial entity in which a government body has an ownership interest or exerts control over the activities of such  entity, as well as officials and employees of public international organizations