Terms and Conditions of Sale

Festo Corporation

All quotations and sales of products and services (the “Products”) by Festo Corporation (hereinafter referred to as “Festo”) to a buyer anywhere in the world (each a “Buyer”, and collectively the “Buyers”) are subject to the following terms and conditions (the “Terms”), which form an integral part of a contract for the sale of Products by Festo. Any modification hereto must be in writing signed by Festo. These Terms are deemed an offer and a rejection of any other terms or conditions contained in any of Buyer’s documents (which, if construed to be an offer, is hereby rejected). This transaction with Festo is expressly made conditional on Buyer’s assent to the Terms set forth below, which are binding to the exclusion of any additional or different terms contained in any other document, any course of dealing or performance, and any trade custom or usage. Buyer’s acceptance of any Product or service will manifest Buyer’s assent to these Terms. Sales outside of North America may be subject to separate or supplemental terms and conditions of sale.

1. ORDERS AND DELIVERIES

1.1. All orders are subject to written acceptance by Festo. After acceptance by Festo, Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Festo's prior wrritten approval and adjustments in price, scheduling and other affected terms and conditions. Festo reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Festo's design or manufacturing capabilities. Festo further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.

1.2. Delivery schedules (even if accepted or agreed to in writing by Festo) are tentative and based upon best information available at the time of quotation or acceptance of an order. All commercially reasonable steps to meet delivery schedules will be taken by Festo. Festo shall not be liable for any delays, loss or damage in transit. Festo is not responsible for any errors, omissions or misdirected or lost orders, or orders which may be delayed. If Buyer causes a delay in the delivery of Products or any part thereof, Festo, at its exclusive option, may extend delivery by a reasonable period and recoup any expenses incurred or damages suffered by Festo as a result of such Buyer-caused delays. In addition, if the delay causes Festo substantial inconvenience, Festo has the right to cancel the delivery of the Products whose delivery is delayed.

1.3. Products are shipped EXW Festo’s loading dock as defined in the Incoterms 2020 using Festo’s standard methods for packaging and shipping such Products.

1.4. Partial deliveries are allowed. Buyer shall bear all risk of loss to the Products while in transit. Title shall pass to the Buyer upon payment in full.The Buyer shall arrange for reciept of the Products in accordance with the agreed upon delivery schedule. In the event that the Buyer fails to receive the Products, Festo may, without further notice, arrange for storage and Buyer shall be liable for all storage charges.

1.5. Any claim for non-conforming Products arising out of or in connection with the condition or quality or quantity of the Products shall be made in writing to Festo within ten (10) days after the delivery of said Products. A failure to present such claim within this period shall constitute a waiver of such claim. If Buyer wrongfully rejects or revokes acceptance of the Products or fails to make payment when due on or before delivery, or repudiates all or part of the contract for any Products shipped, Festo may withhold delivery, or stop delivery of Products or cancel the contract and/or sue for damages at Festo's exclusive option.

2. PRICES AND QUOTATIONS

2.1. Prices are subject to change without notice, but any such changes shall not affect accepted orders scheduled for shipment within 30 days from the date the order is entered. Prices of Products scheduled for shipment after that period shall be those as published and in effect at the time of shipment. However, Buyer may, by written notice within 5 days of receipt of the information on price increases, elect to cancel the order for said Products.

2.2. Price quotations are firm for 30 days.

2.3. Prices in catalogs or brochures are not binding unless confirmed in writing by Festo in an order confirmation. Prices do not include sales, use, excise, customs, value-added or similar taxes. Unless otherwise agreed in writing between the parties, all prices are net EXW Festo’s loading dock and exclusive of packaging, transport, delivery, assembly, installation, initial commissioning and acceptance costs. Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.

3. PAYMENT

3.1. All orders will be invoiced upon shipment. Unless otherwise specified in a written order confirmation, payment shall be made to Festo within 30 days of the date of invoice. Unless otherwise agreed in writing, Festo reserves the right to submit invoices for partial shipments.

3.2. Festo may charge interest from the due date of payment at the rate of 1.5 % per month, or at the maximum lesser rate allowed by law. In the event of collection of the amount due by an attorney, Festo shall be entitled, in addition to such other relief as may be granted, to reasonable attorney’s fees which the parties agree are twenty percent (20%) of the amount of the non-payment. All further rights and remedies are expressly reserved.

4. SECURITY INTEREST

4.1. As security for the timely payment and performance of all amounts due by Buyer to Festo, Buyer hereby grants to Festo a first priority security interest (the “Security Interest”) in the Products following delivery thereof to Buyer (“Collateral”). The Security Interest shall remain in force until payment in full of the entire purchase price for the Products and any other amounts due to Festo by the Buyer has been effected.

4.2. If so requested in writing by Festo, Buyer shall deliver to Festo, in form and substance satisfactory to Festo, and duly executed as required by Festo, such financing statements and other security interest perfection documentation, duly filed under the UCC in all jurisdictions as may be necessary, or in Festo’s opinion, desirable, to perfect Festo’s Security Interest in the Collateral, in order to establish, perfect, preserve and protect the Security Interest as a legal, valid and enforceable security interest and lien, and all property or documents of title, in cases in which possession is required for the perfection of the Security Interest.

5. SOFTWARE

5.1. With respect to software incorporated into, or used in connection with, the Products, Festo hereby grants Buyer a non-exclusive and non-transferable license to use such software in connection with the Products for which the software was delivered upon payment in full for such Products. Such license shall not include any right to copy, modify, market, sublicense or distribute the software, to make the software available to any other person, whether on a time sharing basis or otherwise, or to create works derivative of the software. Use of certain software or firmware may be subject to Buyer's acceptance of additional terms and conditions set forth in separate Festo or third-party license agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein.

5.2. Any software delivered to Buyer by or on behalf of Festo may not be reverse engineered, decompiled, decrypted or otherwise altered without Festo’s prior written approval.

5.3. Buyer acknowledges and agrees that all title and interest, including all patents, copyrights and trade secret rights in software are the exclusive property of Festo or its licensors, if any, and that such software is licensed to Buyer by or on behalf of Festo and not sold to Buyer.

6. RETURN POLICY

6.1. Returns are not allowed without Festo’s prior written consent. Only unused standard Products in original packaging and suitable for resale will be considered for returns, provided that such Products are received within 90 days of the original invoice date. Only credit will be issued for any such returns. Special Order Products are not returnable for credit.

6.2. Credit will be based upon prices in effect at the time of return or time of invoicing, whichever price is lower, less deduction for handling, re-inspection, and less any additional expenses incurred in restoring Products to saleable condition, as determined by Festo’s inspection. The restocking charge will be the higher of 20% of the purchase price invoiced for such Products or Festo’s documented costs and expenses in connection with restocking the returned Products. All return shipping charges must be prepaid by the Buyer.
6.3. Products not accepted for credit (such as used or damaged Products, or Products with missing accessories or packaging materials) will be returned freight collect to Buyer.

6.4. Notwithstanding anything to the contrary herein, Festo’s Return Policy , as amended by Festo from time to time, shall apply to all returns of Products by Buyer including without limitation annual stock rotations.

6.5. Products which, after delivery to the Buyer, have been in contact with materials, substances or similar which may be classified as hazardous to health must be properly decontaminated by Buyer before being returned. Such Products may only be returned after consultation with Festo and only after submission of a completed contamination declaration (available at: https://www.festo.com/net/de_corp/SupportPortal/Files/707454/Declaration%20 of%20Contamination_EN.pdf)

7. ORDER CANCELLATIONS

Orders for Special Order Products (including but not limited to non-stocked items, items specially configured for Buyer, specifically-designed Products, non-standard length cylinders, special assemblies and valve manifolds, control systems, and electronic Products) may not be cancelled for any reason. Cancellations of orders for Festo standard parts are subject to a reasonable fee of the higher of 10% of the purchase price invoiced for such Products or Festo’s documented costs and expenses resulting from such cancellation will be applied to any order cancellation.

8. DESIGNS AND PUBLISHED DATA

All Festo designs and specifications are subject to change without notice. Such changes are not applicable to accepted orders. All data is sufficiently accurate for general use, however, any responsibility for errors or omissions is excluded. Certified prints are available on request at such charge as shall be in effect from time to time.

9. WARRANTY

9.1. Festo warrants to Buyer that for a period of 12 months from the date of shipment of the Products (“Warranty Period”), that such Products (excluding software and firmware) will materially conform to Festo’s published specifications in effect as of the date of manufacture and will be free of defects in material and workmanship provided that the Products are used for the purpose intended and are maintained, handled, serviced and operated in accordance with the written instructions and manuals supplied by Festo or the manufacturer of the Products. THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES; AND FESTO SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No agent, distributor or employee of Festo has authority to extend the scope of this warranty or make any other representation, promise or warranty with respect to the Products.

9.2. If a warranty defect arises, Festo will, at its option, repair or replace the defective Product or refund the purchase price thereof. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND FESTO'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY. Festo will not be liable to remove defective parts or material, or install replacement parts or material, or to pay for the same. In no event shall any warranty claims be made more than twelve (12) months after the date of shipment of the purchased Products (or three (3) months after the date of shipment of the licensed software). Warranty satisfaction is available only if (a) Festo is provided prompt written notice of the warranty claim and (b)Festo’s
examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by someone other than Festo; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.

9.3. Festo shall have no responsibility to repair, replace or issue refunds for Products damaged as a result of (a) inadequate installation, handling, operation or maintenance of Products (including without limitation, the installation, handling, operation or maintenance of Products contrary to written instructions and/or recommendations of Festo), or (b) acts of Buyer or third parties, acts of God or Nature, modification, misapplication, abuse, or other similar events.

9.4. Unless expressly warranted in Festo’s order confirmation, Festo makes no warranty that the Products comply with applicable law, regulations or specifications in any jurisdiction in which the Products may be sold, marketed or used, except for the designated use in the United States, its states, territories and possessions. Any governmental or other approvals necessary in connection with the resale, marketing, distribution or use of the Products shall be the sole responsibility of Buyer.

9.5. Software Warranty At the time of shipment and for a period of three (3) months thereafter, Festo warrants that software or firmware will comply with the published specifications. Festo makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer's intended use or requirements.

9.6 . Buyer Specifications/Compatibility: Festo does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Festo does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer's application except to the extent expressly represented in Festo's published specifications or written quotation.

9.7. Services: Festo warrants that Products comprised solely of services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Festo.

10. LIMITATION OF LIABILITY

10.1. IN NO EVENT SHALL FESTO BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES OF ANY KIND, OR DAMAGES CAUSED BY DELAY IN PERFORMANCE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE OR COST OF SUBSTITUTES, ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FESTO’S MAXIMUM LIABILITY FOR ANY CLAIMS ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER IN CONTRACT, INDEMNIFICATION, OR TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM.

10.2. It is agreed and acknowledged that the provisions of these Terms allocate the risks between Festo and the Buyer in a fair and equitable manner, Festo’s pricing reflects this allocation of risk, and but for this allocation and limitation of liability, Festo would not have agreed to sell the Products to Buyer.

10.3. In jurisdictions that limit the scope of, or preclude limitations or exclusions of, remedies or damages or of liability such as liability for gross negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth herein are intended to apply to the maximum extent permitted by applicable law.

11. INDEMNIFICATION

11.1. Buyer as Indemnifier. Subject to the limitations set forth in these Terms, Buyer agrees to diligently defend, hold harmless, and indemnify Festo and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all liability, claims, lawsuits, losses, demands, damages, costs and expenses, including, without limitation, attorney’s fees and costs, expert’s fees and costs, and court costs, (the “Losses”) arising from any third party claim (i) due to any use of the Products of any nature, except to the extent such Losses have been incurred as a direct result of a breach of Festo’s warranty, Festo’s willful and knowing infringement of the intellectual property rights of any third party, or Festo’s gross negligence or willful misconduct, or (ii) arising out of any breach of any of Buyer’s representations or covenants or other obligations contained in these Terms or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or (iii) arising out of the improper use, storage, handling, transportation, maintenance, modification or alteration of Products by or on behalf of Buyer or any third party; or (iv) arising out of a design or specification which is the property of or provided by or on behalf of Buyer.

11.2. Festo as Indemnifier. Subject to the limitations set forth in these Terms, Festo agrees to diligently defend, and hold harmless and indemnify, Buyer and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all Losses to the extent directly arising out of from third party claims asserting (i) Festo’s strict liability, negligence or willful misconduct with respect to any product liability claims, or (ii)that the design or construction of the Products sold or licensed hereunder by Festo infringes any patent, copyright or trademark granted or registered in the United States or the European Union. Festo's obligations under this paragraph will be fulfilled if Festo, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Buyer the purchase price of the affected Products in exchange for their return. Festo will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [b] the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties, or [c] the use of the Products in combination with other equipment, software or materials not supplied by Festo.

11.3. Indemnification Process. Each indemnitee shall notify the indemnitor in writing within 10 days of the receipt of any notice, claim, suit or proceeding, including any incidents involving personal injury or damage to property. The indemnitee shall cooperate with the indemnitor with regard to the defense of any suit or threatened suit. In the event of a claim involving an accident or safety issue, the indemnitee shall make available all statements, reports and tests concerning the incident. The indemnitor may assume control of the defense of any such claim, proceeding or suit and shall have the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered, except that the indemnitor shall obtain the indemnitee’s prior written consent to any settlement, which consent will not be unreasonably withheld.

12. PROPRIETARY RIGHTS

12.1. All inventions (whether patented or not), methods, processes, know-how, layouts, models, designs, sketches, drawings, blueprints, patterns, trade secrets, copyrights, mask works, trade names, registered and unregistered trademarks and service marks, proprietary materials or other intellectual property and all improvements or modifications relating to any of the foregoing, incorporated into or in any manner associated with or attached to the Products or otherwise provided to Buyer (the “Festo Intellectual Property”) are and shall at all times remain the sole property of Festo or its licensors.

12.2. Buyer agrees not to (a) modify, translate, decompile, reverse engineer, copy or duplicate the Festo Intellectual Property, nor to remanufacture or have remanufactured any Products which incorporate the Festo Intellectual Property, (b) to use any of Festo’s trademarks, service marks or trade names in any manner without the prior written permission of Festo, or (c) to infringe, or permit a third party to infringe, any such Festo Intellectual Property or to adapt the Products in any way or to create a derivative work of any of the Festo Intellectual Property, except as may be authorized in writing by Festo. Any act or omission of Buyer contrary to the provisions of this Section 12 shall be a material breach of these Terms.

12.3. In the event of a violation or threatened violation of Festo’s proprietary rights, Festo shall have the right, in addition to such other remedies as may be available pursuant to law or these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that Festo would suffer irreparable harm.

13. FORCE MAJEURE

13.1. Festo shall not be liable for delays in performing contractual obligations due, in whole or in part, to any contingency beyond its reasonable control, including acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, accidents, strikes, labor disputes, supply chain disruptions, epidemics, quarantine restrictions, floods, wars, terrorism, riots, acts of terrorism, sabotage, delays in transportation, or transportation embargoes or governmental laws, ordinances, rules or regulations or any other events, occurrences or conditions beyond Festo’s control.

13.2. If Buyer fails to accept delivery of any Products due to reasons beyond Festo’s control, Buyer shall nonetheless pay the purchase price for the Products to Festo.

14. EXPORT CONTROL

14.1. Generally. Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision herein to the contrary, in the event that U.S. or local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Festo will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party. Festo will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Festo's discretion.

14.2. “No Russia” Clause

14.2.1. Any deliveries of Products (hardware and/or software and/or technology and the respective documents, irrespective of the manner in which they are made available) as well as work and services including technical support of all kinds by Festo to Buyer (collectively called “Festo Performance”) shall be subject to the precondition that such Festo Performance is not prohibited according to national or international export control regulations, in particular embargos or other sanctions. Buyer undertakes to provide all information and documentation which is required for export and shipment. Delays due to export examinations or approval procedures render deadlines and delivery dates inapplicable. If necessary approvals are not granted or if the delivery and service are not capable of being approved, the purchase order and/or contract shall be considered null and void with respect to the parts affected.

14.2.2. Festo shall be entitled to terminate any contract regarding Festo Performance without notice if such termination is necessary for Festo in order to comply with national or international legal provisions.

14.2.3. In the event of termination pursuant to section 14.2.2, Buyer is excluded from raising a claim for any damage or other rights on account of the termination.

14.2.4. When passing on all or any portion of the Festo Performance to third parties, whether in Germany or elsewhere, Buyer must comply with the respectively applicable provisions of national and international (re-) export control law. In particular Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any of the Festo Performance that fall under the scope of the Council Regulation (EU) No 833/2014. Any violation of this section 14.2.4 by Buyer shall constitute a material breach of an essential element of a purchase order or contract and Festo shall be entitled to seek appropriate remedies. In addition, section 14.2.2 and 14.2.3 shall apply respectively. Buyer shall immediately inform Festo about any problems in applying this section 14.2.4 including any relevant activities by third parties that could frustrate the purpose of section 14.2.4. Buyer shall make available to Festo information concerning compliance with the obligations under section 14.2.4 immediately upon request by Festo.

14.3 ”No Belarus” Clause When passing on any of the Festo Performance to third parties and abroad, Buyer must comply with the respectively applicable provisions of national and international (re-) export control law.In particular Buyer shall not sell, export or re-export, directly or indirectly, (i) to the Russian Federation or for use in the Russian Federation any of the Festo Performance that fall under the scope of the Council Regulation (EU) No 833/2014 and /or (ii) to the Republic of Belarus or for use in the Republic of Belarus any of the Festo Performance that fall under the scope of the Council Regulation (EG) No 765/2006. Any violation of this section 14.4shall constitute a material breach of an essential element of the terms and shall be entitled to seek appropriate remedies. Buyer shall immediately inform Festo about any problems in applying this section 14.3 including any relevant activities by third parties that could frustrate the purpose of section 14.3. Buyer shall make available to Festo information concerning compliance with the obligations under section 14.3 immediately upon request by Festo.

15. APPLICABLE LAW AND JURISDICTION

15.1. These Terms and any contracts and the performance thereof shall be governed by the laws of the State of New York without giving effect to the principles of conflicts of law thereof or the UN Convention on Contracts for the International Sale of Goods of 1980.

15.2. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts for the Eastern District of New York, for the adjudication of any dispute hereunder or in connection with any transaction contemplated or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

16. NO ASSIGNMENT

Buyer may not assign its orders or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or any right or interest herein or therein, or any other obligation arising hereunder or thereunder without the prior written consent of Festo.

17. SEVERABILITY

If any provision contained in these Terms is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of these Terms, and the remainder of these Terms shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in these Terms, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under these Terms by one party to the other, the remaining provisions of these Terms shall also be modified to the extent necessary to equitably adjust the parties’ respective rights and obligations hereunder.

18. COMPLIANCE

18.1. Buyer shall comply with Festo’s “Code of Conduct for Business Partners” (available at https://www.festo.com/us/en/e/about-festo/sustainability-and-responsibility/compliance-id_3757/)

18.2. Application of government contract regulations and clauses to the Products or the agreement evidenced by these terms and conditions are subject to the separate review and consent by an authorized representative at Festo's headquarters. Products sold or licensed hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a "Basic Component" as defined under United States nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.

18.3. The waiver by Festo of any breach or violation of these Terms by Buyer shall not be construed as a waiver of any other existing or future breach or breaches by Buyer.

18.4. The parties hereto are independent contractors and nothing in these Terms will be construed as creating a joint venture, partnership, employment or agency relationship between the parties.

18.5. These Terms shall apply to all sales of Products to Buyer and shall survive the termination or cancellation of any other agreements, including but not limited to development agreements, service agreements or supply agreements, between Festo and Buyer.

Last Revised: August 16, 2024

Festo Didactic, Inc.

All quotations and sales of products and services (the "Products") by Festo Didactic, Inc. (hereinafter referred to as "Festo") to a buyer anywhere in the world (each a "Buyer", and collectively the "Buyers") are subject to the following terms and conditions (the "Terms"), which form an integral part of a contract for the sale of Products by Festo. Any modification hereto must be in writing signed by Festo. These Terms are deemed an offer and a rejection of any other terms or conditions contained in any of Buyer's documents (which, if construed to be an offer, is hereby rejected). This transaction with Festo is expressly made conditional on Buyer's assent to the Terms set forth below, which are binding to the exclusion of any additional or different terms contained in any other document, any course of dealing or performance, and any trade custom or usage. Buyer's acceptance of any Product or service will manifest Buyer's assent to these Terms. Sales outside of North America may be subject to separate or supplemental terms and conditions of sale.

1. ORDERS AND DELIVERIES

1.1. All orders are subject to written acceptance by Festo. After acceptance by Festo, Buyer-requested order changes, including those affecting the identity, scope and delivery of the Products, must be documented in writing and are subject to Festo's prior written approval and adjustments in price, scheduling and other affected terms and conditions. Festo reserves the right to reject any change that it deems unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with Festo's design or manufacturing capabilities. Festo further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function.

1.2. Delivery schedules (even if accepted or agreed to in writing by Festo) are tentative and based upon best information available at the time of quotation or acceptance of an order. All commercially reasonable steps to meet delivery schedules will be taken by Festo. Festo shall not be liable for any delays, loss or damage in transit. Festo is not responsible for any errors, omissions or misdirected or lost orders, or orders which may be delayed. If Buyer causes a delay in the delivery of Products or any part thereof, Festo, at its exclusive option, may extend delivery by a reasonable period and recoup any expenses incurred or damages suffered by Festo as a result of such Buyer-caused delays. In addition, if the delay causes Festo substantial inconvenience, Festo has the right to cancel the delivery of the Products whose delivery is delayed.

1.3. Products are shipped EXW Festo's loading dock as defined in the lncoterms 2020 using Festo's standard methods for packaging and shipping such Products.

1.4. Partial deliveries are allowed. Buyer shall bear all risk of loss to the Products while in transit. Title shall pass to the Buyer upon payment in full. The Buyer shall arrange for receipt of the Products in accordance with the agreed upon delivery schedule. In the event that the Buyer fails to receive the Products, Festo may, without further notice, arrange for storage and Buyer shall be liable for all storage charges.

1.5. Any claim for non-conforming Products arising out of or in connection with the condition or quality or quantity of the Products shall be made in writing to Festo within ten (10) days after the delivery of said Products. A failure to present such claim within this period shall constitute a waiver of such claim. If Buyer wrongfully rejects or revokes acceptance of the Products or fails to make payment when due on or before delivery, or repudiates all or part of the contract for any Products shipped, Festo may withhold delivery, or stop delivery of Products or cancel the contract and/or sue for damages at Festo's exclusive option.

2. PRICES AND QUOTATIONS

2.1. Prices are subject to change without notice, but any such changes shall not affect accepted orders scheduled for shipment within 30 days from the date the order is entered. Prices of Products scheduled for shipment after that period shall be those as published and in effect at the time of shipment. However, Buyer may, by written notice within 5 days of receipt of the information on price increases, elect to cancel the order for said Products.

2.2. Price quotations are firm for 30 days.

2.3. Prices in catalogs or brochures are not binding unless confirmed in writing by Festo in an order confirmation. Prices do not include sales, use, excise, customs, value-added or similar taxes. Unless otherwise agreed in writing between the parties, all prices are net EXW Festo's loading dock and exclusive of packaging, transport, delivery, assembly, installation, initial commissioning and acceptance costs. Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.

3. PAYMENT

3.1. All orders will be invoiced upon shipment. Unless otherwise specified in a written order confirmation, payment shall be made to Festo within 30 days of the date of invoice. Unless otherwise agreed in writing, Festo reserves the right to submit invoices for partial shipments.

3.2. Festo may charge interest from the due date of payment at the rate of 1.5 % per month, or at the maximum lesser rate allowed by law. In the event of collection of the amount due by an
attorney, Festo shall be entitled, in addition to such other relief as may be granted, to reasonable attorney's fees which the parties agree are twenty percent (20%) of the amount of the non-payment. All further rights and remedies are expressly reserved.

4. SECURITY INTEREST

4.1. As security for the timely payment and performance of all amounts due by Buyer to Festo, Buyer hereby grants to Festo a first priority security interest (the "Security Interest") in the Products following delivery thereof to Buyer ("Collateral"). The Security Interest shall remain in force until payment in full of the entire purchase price for the Products and any other amounts due to Festo by the Buyer has been effected.

4.2. If so requested in writing by Festo, Buyer shall deliver to Festo, in form and substance satisfactory to Festo, and duly executed as required by Festo, such financing statements and other security interest perfection documentation, duly filed under the UCC in all jurisdictions as may be necessary, or in Festo's opinion, desirable, to perfect Festo's Security Interest in the Collateral, in order to establish, perfect, preserve and protect the Security Interest as a legal, valid and enforceable security interest and lien, and all property or documents of title, in cases in which possession is required for the perfection of the Security Interest.

5. SOFTWARE

5.1. With respect to software incorporated into, or used in connection with, the Products, Festo hereby grants Buyer a non-exclusive and non-transferable license to use such software in connection with the Products for which the software was delivered upon payment in full for such Products. Such license shall not include any right to copy, modify, market, sublicense or distribute the software, to make the software available to any other person, whether on a time sharing basis or otherwise, or to create works derivative of the software. Use of certain software or firmware may be subject to Buyer's acceptance of additional terms and conditions set forth in separate Festo or third-party license agreements that will control to the extent necessary to resolve any conflict with the terms and conditions stated or otherwise referenced herein.

5.2. Any software delivered to Buyer by or on behalf of Festo may not be reverse engineered, decompiled, decrypted or otherwise altered without Festo's prior written approval.

5.3. Buyer acknowledges and agrees that all title and interest, including all patents, copyrights and trade secret rights in software are the exclusive property of Festo or its Iicensors, if any, and that
such software is licensed to Buyer by or on behalf of Festo and not sold to Buyer.

6. RETURN POLICY

6.1. Returns are not allowed without Festo's prior written consent. Only unused standard Products in original packaging and suitable for resale will be considered for returns, provided that such Products are received within 90 days of the original invoice date. Only credit will be issued for any such returns. Special Order Products are not returnable for credit.

6.2. Credit will be based upon prices in effect at the time of return or time of invoicing, whichever price is lower, less deduction for handling, re-inspection, and less any additional expenses incurred in restoring Products to saleable condition, as determined by Festo's inspection. The restocking charge will be the higher of 20% of the purchase price invoiced for such Products or Festo's documented costs and expenses in connection with restocking the returned Products. All return shipping charges must be prepaid by the Buyer.

6.3. Products not accepted for credit (such as used or damaged Products, or Products with missing accessories or packaging materials) will be returned freight collect to Buyer.

6.4. Notwithstanding anything to the contrary herein, Festo's Return Policy, as amended by Festo from time to time, shall apply to all returns of Products by Buyer including without limitation annual stock rotations.

6.5. Products which, after delivery to the Buyer, have been in contact with materials, substances or similar which may be classified as hazardous to health must be properly decontaminated by Buyer before being returned. Such Products may only be returned after consultation with Festo and only after submission of a completed contamination declaration (available at:
https://www.festo.com/net/ de_corp /Su pportPortal/ Files/707454/Declaration%20 of%20Contamination_EN.pdt)

7. ORDER CANCELLATIONS

Orders for Special Order Products (including but not limited to non-stocked items, items specially configured for Buyer, specifically-designed Products, non-standard length cylinders, special assemblies and valve manifolds, control systems, and electronic Products) may not be cancelled for any reason. Cancellations of orders for Festo standard parts are subject to a reasonable fee of the higher of 10% of the purchase price invoiced for such Products or
Festo's documented costs and expenses resulting from such cancellation will be applied to any order cancellation.

8. DESIGNS AND PUBLISHED DATA

All Festo designs and specifications are subject to change without notice. Such changes are not applicable to accepted orders. All data is sufficiently accurate for general use, however, any responsibility for errors or omissions is excluded. Certified prints are available on request at such charge as shall be in effect from time to time.

9. WARRANTY

9.1. Festo warrants to Buyer that for a period of 12 months from the date of shipment of the Products ("Warranty Period"), that such Products (excluding software and firmware) will materially conform to Festo's published specifications in effect as of the date of manufacture and will be free of defects in material and workmanship provided that the Products are used for the purpose intended and are maintained, handled, serviced and operated in accordance with the written instructions and manuals supplied by Festo or the manufacturer of the Products. THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES; AND FESTO SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No agent, distributor or employee of Festo has authority to extend the scope of this warranty or make any other representation, promise or warranty with respect to the Products.

9.2. If a warranty defect arises, Festo will, at its option, repair or replace the defective Product or refund the purchase price thereof. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND FESTO'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY. Festo will not be liable to remove defective parts or material, or install replacement parts or material, or to pay for the same. In no event shall any warranty claims be made more than twelve (12) months after the date of shipment of the purchased Products (or three (3) months after the date of shipment of the licensed software). Warranty satisfaction is available only if (a) Festo is provided prompt written notice of the warranty claim and (b)Festo's examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by someone other than Festo; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.

9.3. Festo shall have no responsibility to repair, replace or issue refunds for Products damaged as a result of (a) inadequate installation, handling, operation or maintenance of Products
(including without limitation, the installation, handling, operation or maintenance of Products contrary to written instructions and/or recommendations of Festo), or (b) acts of Buyer or third parties, acts of God or Nature, modification, misapplication, abuse, or other similar events.

9.4. Unless expressly warranted in Festo's order confirmation, Festo makes no warranty that the Products comply with applicable law, regulations or specifications in any jurisdiction in which the Products may be sold, marketed or used, except for the designated use in the United States, its states, territories and possessions. Any governmental or other approvals necessary in connection with the resale, marketing, distribution or use of the Products shall be the sole responsibility of Buyer.

9.5. Software Warranty: At the time of shipment and for a period of three (3) months thereafter, Festo warrants that software or firmware will comply with the published specifications. Festo makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer's intended use or requirements.

9.6. Buyer Specifications/Compatibility: Festo does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Festo does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer's application except to the extent expressly represented in Festo's published specifications or written quotation.

9.7. Services: Festo warrants that Products comprised solely of services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Festo.

10. LIMITATION OF LIABILITY

10.1. IN NO EVENT SHALL FESTO BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND/OR PUNITIVE DAMAGES OF ANY KIND, OR DAMAGES CAUSED BY DELAY IN PERFORMANCE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE OR COST OF SUBSTITUTES, ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, INDEMNIFICATION, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. FESTO'S MAXIMUM LIABILITY FOR ANY CLAIMS ARISING FROM OR IN ANY WAY CONNECTED TO THIS AGREEMENT OR ORDER, WHETHER IN CONTRACT, INDEMNIFICATION, OR TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM.

10.2. It is agreed and acknowledged that the provisions of these Terms allocate the risks between Festo and the Buyer in a fair and equitable manner, Festo's pricing reflects this allocation of risk, and but for this allocation and limitation of liability, Festo would not have agreed to sell the Products to Buyer.

10.3. In jurisdictions that limit the scope of, or preclude limitations or exclusions of, remedies or damages or of liability such as liability for gross negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages or liability set forth herein are intended to apply to the maximum extent permitted by applicable law.

11. INDEMNIFICATION

11.1. Buyer as lndemnifier. Subject to the limitations set forth in these Terms, Buyer agrees to diligently defend, hold harmless, and indemnify Festo and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all liability, claims, lawsuits, losses, demands, damages, costs and expenses, including, without limitation, attorney's fees and costs, expert's fees and costs, and court costs, (the "Losses") arising from any third party claim (i) due to any use of the Products of any nature, except to the extent such Losses have been incurred as a direct result of a breach of Festo's warranty, Festo's willful and knowing infringement of the intellectual property rights of any third party, or Festo's gross negligence or willful misconduct, or (ii) arising out of any breach of any of Buyer's representations or covenants or other obligations contained in these Terms or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or (iii) arising out of the improper use, storage, handling, transportation, maintenance, modification or alteration of Products by or on behalf of Buyer or any third party; or (iv) arising out of a design or specification which is the property of or provided by or on behalf of Buyer.

11.2. Festo as lndemnifier. Subject to the limitations set forth in these Terms, Festo agrees to diligently defend, and hold harmless and indemnify, Buyer and its directors, officers, employees, shareholders, affiliates, agents and representatives from and against any and all Losses to the extent directly arising out of from third party claims asserting (i) Festo's strict liability, negligence or willful misconduct with respect to any product liability claims, or (ii) that the design or construction of the Products sold or licensed hereunder by Festo infringes any patent, copyright or trademark granted or registered in the United States or the European Union. Festo's obligations under this paragraph will be fulfilled if Festo, at its option and expense: (i) procures for Buyer the right to continue using such Products, (ii) replaces the same with non-infringing equipment/software having functionality similar to that of the Products, (iii) modifies the Products to make them non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Buyer the purchase price of the affected Products in exchange for their return. Festo will have no obligation to defend or for any other liability with respect to: [a] any suit or proceeding to the extent based on or arising out of a configuration or modification made, specified or requested by Buyer and which is incorporated into or constitutes the Products, [bl the use of the Products in a process or application specified, requested or controlled by Buyer or any third parties, or [c] the use of the Products in combination with other equipment, software or materials not supplied by Festo.

11.3. Indemnification Process. Each indemnitee shall notify the indemnitor in writing within 10 days of the receipt of any notice, claim, suit or proceeding, including any incidents involving personal injury or damage to property. The indemnitee shall cooperate with the indemnitor with regard to the defense of any suit or threatened suit. In the event of a claim involving an accident or safety issue, the indemnitee shall make available all statements, reports and tests concerning the incident. The indemnitor may assume control of the defense of any such claim, proceeding or suit and shall have the authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any adverse judgment which may be entered, except that the indemnitor shall obtain the indemnitee's prior written consent to any settlement, which consent will not be unreasonably withheld.

12. PROPRIETARY RIGHTS

12.1. All inventions (whether patented or not), methods, processes, know-how, layouts, models, designs, sketches, drawings, blueprints, patterns, trade secrets, copyrights, mask works, trade names, registered and unregistered trademarks and service marks, proprietary materials or other intellectual property and all improvements or modifications relating to any of the foregoing, incorporated into or in any manner associated with or attached to the Products or otherwise provided to Buyer (the "Festo Intellectual Property") are and shall at all times remain the sole property of Festo or its licensors.

12.2. Buyer agrees not to (a) modify, translate, decompile, reverse engineer, copy or duplicate the Festo Intellectual Property, nor to remanufacture or have remanufactured any Products which incorporate the Festo Intellectual Property, (b) to use any of Festo's trademarks, service marks or trade names in any manner without the prior written permission of Festo, or (c) to infringe, or permit a third party to infringe, any such Festo Intellectual Property or to adapt the Products in any way or to create a derivative work of any of the Festo Intellectual Property, except as may be authorized in writing by Festo. Any act or omission of Buyer contrary to the provisions of this Section 12 shall be a material breach of these Terms.

12.3. In the event of a violation or threatened violation of Festo's proprietary rights, Festo shall have the right, in addition to such other remedies as may be available pursuant to law or these Terms, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree that legal remedies for such violations or threatened violations are inadequate and that Festo would suffer irreparable harm.

13. FORCE MAJEURE

13.1. Festo shall not be liable for delays in performing contractual obligations due, in whole or in part, to any contingency beyond its reasonable control, including acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, accidents, strikes, labor disputes, supply chain disruptions, epidemics, quarantine restrictions, floods, wars, terrorism, riots, acts of terrorism, sabotage, delays in transportation, or transportation embargoes or governmental laws, ordinances, rules or regulations or any other events, occurrences or conditions beyond Festo's control.

13.2. If Buyer fails to accept delivery of any Products due to reasons beyond Festo's control, Buyer shall nonetheless pay the purchase price for the Products to Festo.

14. EXPORT CONTROL

14.1. Generally. Products and associated materials supplied or licensed hereunder may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all such laws and regulations. Notwithstanding any other provision herein to the contrary, in the event that U.S. or local law requires export authorization for the export or re-export of any Product or associated technology, no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Festo will be relieved of any further obligation relative to the sale and/or license and delivery of the Product(s) subject to such denial without liability of any kind relative to Buyer or any other party. Festo will not comply with boycott related requests except to the extent permitted by U.S. law and then only at Festo's discretion.

14.2. "No Russia" Clause

14.2.1. Any deliveries of Products (hardware and/or software and/or technology and the respective documents, irrespective of the manner in which they are made available) as well as work and services including technical support of all kinds by Festo to Buyer (collectively called "Festo Performance") shall be subject to the precondition that such Festo Performance is not prohibited according to national or international export control regulations, in particular embargos or other sanctions. Buyer undertakes to provide all information and documentation which is required for export and shipment. Delays due to export examinations or approval procedures render deadlines and delivery dates inapplicable. If necessary approvals are not granted or if the delivery and service are not capable of being approved, the purchase order and/or contract shall be considered null and void with respect to the parts affected.

14.2.2. Festo shall be entitled to terminate any contract regarding Festo Performance without notice if such termination is necessary for Festo in order to comply with national or international legal provisions.

14.2.3. In the event of termination pursuant to section 14.2.2, Buyer is excluded from raising a claim for any damage or other rights on account of the termination.

14.2.4. When passing on all or any portion of the Festo Performance to third parties, whether in Germany or elsewhere, Buyer must comply with the respectively applicable provisions of national and international (re-) export control law. In particular Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any of the Festo Performance that fall under the scope of the Council Regulation (EU) No 833/2014. Any violation of this section 14.2.4 by Buyer shall constitute a material breach of an essential element of a purchase order or contract and Festo shall be entitled to seek appropriate remedies. In addition, section 14.2.2 and 14.2.3 shall apply respectively. Buyer shall immediately inform Festo about any problems in applying this section 14.2.4 including any relevant activities by third parties that could frustrate the purpose of section 14.2.4. Buyer shall make available to Festo information concerning compliance with the obligations under section 14.2.4 immediately upon request by Festo.

15. APPLICABLE LAW AND JURISDICTION

15.1. These Terms and any contracts and the performance thereof shall be governed by the laws of the State of New Jersey without giving effect to the principles of conflicts of law thereof or the UN Convention on Contracts for the International Sale of Goods of 1980.

15.2. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts of Monmouth County in New Jersey, for the adjudication of any dispute hereunder or in
connection with any transaction contemplated or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

16. NO ASSIGNMENT

Buyer may not assign its orders or any contract in which these Terms are incorporated or to which these Terms are attached or made part of, or any right or interest herein or therein, or any other obligation arising hereunder or thereunder without the prior written consent of Festo.

17. SEVERABILITY

If any provision contained in these Terms is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of these Terms, and the remainder of these Terms shall be enforced. In addition, the invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in these Terms, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstanding the foregoing, however, if the severed or modified provision concerns all or a portion of the essential consideration to be delivered under these Terms by one party to the other, the remaining provisions of these Terms shall also be modified to the extent necessary to equitably adjust the parties' respective rights and obligations hereunder.

18. COMPLIANCE

18.1. Buyer shall comply with Festo's "Code of Conduct for Business Partners" (available at
https:/ /www.festo.com/us/en/ e/ about-festo/sustainability-and-responsibility/ compliance-id_3757 /)

18.2. Application of government contract regulations and clauses to the Products or the agreement evidenced by these terms and conditions are subject to the separate review and consent by an authorized representative at Festo's headquarters. Products sold or licensed hereunder are not intended to be used, nor should they be used, in any nuclear-related application either as a "Basic Component" as defined under United States nuclear regulations or under similar nuclear laws and regulations of any other country or otherwise.

18.3. The waiver by Festo of any breach or violation of these Terms by Buyer shall not be construed as a waiver of any other existing or future breach or breaches by Buyer.

18.4. The parties hereto are independent contractors and nothing in these Terms will be construed as creating a joint venture, partnership, employment or agency relationship between the parties.

18.5. These Terms shall apply to all sales of Products to Buyer and shall survive the termination or cancellation of any other agreements, including but not limited to development agreements, service agreements or supply agreements, between Festo and Buyer.

Last Revised: September 12, 2024