Terms & Conditions

TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“Terms”) shall govern all sales of Goods or Services to Buyer (“Order”). Seller and Buyer are the parties named on the Order.

1. Applicability: These Terms shall govern the Order to the exclusion of any other terms and conditions subject to which any quotation is purported to be accepted or order is purported to be made by Buyer. These Terms supersede any terms and conditions contained in Buyer’s request for quote, purchase order, invoice, order acknowledgement, Goods inwards/ delivery stamp, or similar document or notation. These Terms may not be amended, supplemented, changed or modified except by concurrent or subsequent written agreement, signed by an authorized representative of Seller and Buyer. Seller’s acknowledgement of Buyer’s purchase order shall not constitute acceptance of any terms and conditions contained therein, regardless of how such terms and conditions may be prefaced or described. Seller accepts Buyer’s Order on condition that Buyer assents to these Terms and any terms included on Seller’s quotation. Buyer’s assent to these Terms and waiver of any differing terms is evidenced either by Buyer’s purchase order which constitutes an offer by Buyer to buy on these Terms (any contrary terms or conditions of which shall be disregarded) and which shall be accepted by Seller by written confirmation issued by Seller’s authorized representative or (if earlier) by Seller providing the Goods and /or Services.

2. Payment and Shipping Terms: Payment terms are net 30 days, Seller’s Facility, unless expressly provided to the contrary on the accompanying quotation. Any amount not paid by the due date shall therefrom incur interest on the amount at the maximum legal rate.

All new customers or first-time buyers must contact the Credit Dept. for credit terms. On all orders under $30,000, net cash after 30 days of shipment

On all orders $30,000 and over, as follows.
30% with order or approval to proceed with manufacture, whichever is later.
50% before shipment
20% within 30 days of shipment
The standard terms are that net 30 accounts go on credit hold when payment exceeds 45 days.

**NOTE: If paying by credit card, an additional 3% fee will be added to the total invoice value**

Shipping dates are approximate and are based on prompt receipt of all necessary information. In the event of delay in furnishing complete information, dates of shipment may be extended by Seller for a reasonable time. In the event that Seller provides transport services the price will be based on destination and shipping mode.

If Buyer’s financial condition is or becomes unsatisfactory to Seller, Seller reserves the right to: (a) require payment from Buyer on a Cash In Advance basis; (b) require a letter of credit or other acceptable security before shipment; or (c) cancel shipment at any time prior to delivery of the Goods without obligation or liability on Seller’s part.

3. Delivery: Seller shall not be liable for delay in delivery due to causes beyond its reasonable control including, but not limited to, acts of God, acts of government, acts of Buyer, fires, labor disputes, boycotts, floods, epidemics, quarantine restrictions, war, insurrection, terrorism, riot, civil or military authority, freight embargoes, transportation shortages or delays, unusually severe weather or inability to obtain necessary labor, materials or manufacturing facilities due to such causes. In the event of any such delay, the date of delivery shall be extended for a length of time equal to the period of the delay.

4. Price: All price quotations issued by Seller are valid for (a) thirty days, or (b) issuance of a purchase order expressly referencing the quotation, whichever is earlier. Buyer shall reimburse Seller for any excise, sales, use, or other taxes incident to this transaction for which Seller may be liable or which Seller is required by law to collect. All transportation, insurance and similar charges incident to delivery shall be paid by Buyer. Seller shall issue its invoice upon shipment, or upon notice to Buyer that Seller is ready to ship, whichever is earlier.

Title: Title to the goods supplied by Seller (“Goods”) shall not pass to Buyer until the earlier of (i) Seller receives payment in full for the Goods and any other Goods that Seller has supplied to Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or (ii) Buyer resells the Goods in the ordinary course of its business, in which case title to the Goods shall pass to Buyer immediately before the time that the resale occurs. Buyer shall sell as principal and not as Seller’s agent. Until title to the goods has passed to Buyer, Buyer shall store the Goods separately and readily identifiable; not remove, deface or obscure any identifying mark or packaging, maintain the Goods in merchantable condition and keep them insured against all risks from the date of delivery. In the case of any insolvency of Buyer/ Buyer being unable to pay its debts howsoever arising, Buyer’s right to resell or use the Goods shall cease immediately and Seller may at any time require Buyer to deliver up all the Goods in its possession not resold or irrevocably incorporated into another product, and /or enter into any premises of Seller or any third party where the Goods are stored to recover the Goods. The Goods in stock shall be presumed to be those unpaid.

5. Buyer Cancellation: Buyer may cancel the Order at the sole discretion of the Seller only upon written notice and payment to Seller of all costs and expenses incurred by Seller (i) in fulfilling the Order prior to cancellation and (ii) as a result of cancellation.

6. Returns: Returns are only permitted at Seller’s sole discretion and subject always to prepayment of (i) Seller’s restocking fee and (ii) transportation to location specified by Seller.

7. Set-off: All amounts owed to Seller shall be due and payable according to the terms of the Order in full without any set-of, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Intellectual Property: Notwithstanding delivery of and the passing of title in any product, nothing in these terms and conditions shall have the effect of granting or transferring to, or vesting in, Buyer any intellectual property rights in or to any Goods. Buyer shall have no rights to use any trademarks owned or used by Seller. Any designs, drawings, plans or other data supplied by Seller to Buyer or specifically produced by Seller for Buyer in connection with the Order together with all intellectual property shall be the exclusive property of Seller.

9. Buyer’s Designs and Specifications: Buyer will protect and indemnify Seller against all claims arising out of patents, designs, trade secrets, copyrights, or trade names with respect to Goods manufactured wholly or partially to Buyer’s designs or specifications, including any costs, expenses, loss, attorneys’ fees, settlement payments, or damages.

10. Claims: All claims must be made within 14 days after receipt of Goods (except for warranty claims, which are governed by the Limited Warranty below).

11. Performance Estimates: Any performance standards furnished by Buyer may depend on several variable factors, and as such no results or estimates are guaranteed

12. Limited Warranty: Subject to the LIMITATION OF LIABILITY / EXCLUSION OF CONSEQUENTIAL LOSS (Section 14 below), Seller warrants as follows:

For a period of twelve (12) months following original shipment by the Seller or for repairs three months from the date of their initial use or three months from the date of their delivery, whichever occurs first (the “Warranty Period”), the Goods shall be free from defects in material and workmanship. If within the Warranty Period the Goods, or any part thereof, do not conform to this warranty, and Buyer so notifies Seller in writing within a reasonable time after discovery, Seller shall correct such nonconformity by repair or replacement within ninety (90) business days. Seller’s sole obligation and Buyer’s sole remedy under this warranty is repair or replacement, at Seller’s election, of any Goods found by Seller to be defective in breach of this warranty. Goods must be returned transportation prepaid to the location specified by the Seller. No returns will be accepted without prior authorization of Seller. The seller must be contacted in writing to initiate the warranty process. All Goods repaired or replaced shall be re-warranted only for the remainder of the original warranty period.

With regard to any work, direction of work, technical information or technical consulting and advice or other services furnished by Seller to Buyer (“Services”), Seller warrants the subject of the Order will be performed with reasonable skill and care and within a reasonable period. Performance dates are only estimates and Seller shall not have any liability therefor. Buyer shall notify Seller in writing of any non- conforming Services within twenty (20) business days of completion of the Service. Seller’s sole obligation and Buyer’s sole remedy under this warranty in relation to the Services shall be re-performance of the Services found by Seller not to conform to the warranty of which Seller was properly notified. Buyer agrees to provide Seller reasonable and clear access to perform the Services which may include removal of material or structures as well as supplying any equipment, materials or structures which are necessary to provide reasonable access for the Services to be performed.

THE LIMITED WARRANTY CONTAINED HEREIN IS THE SOLE AND EXCLUSIVE WARRANTY OF SELLER AND THE SOLE AND EXCLUSIVE REMEDY OF BUYER FOR DEFECTIVE OR NON-CONFORMING GOODS OR SERVICES AND IS IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS, AND GUARANTEES. ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED BY SELLER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.

Seller shall have no liability for any defect arising from any drawing, design or specification provided by Buyer. Seller shall not be liable for repairs or alterations made by Buyer or third parties without written agreement between Seller and Buyer, and any such repairs or alterations shall void the limited warranty herein. Seller does not warrant the Goods or any repair/replacement part against, and shall not be liable to the Buyer for, the effects of willful damage, negligence or abnormal working conditions, misuse, incorrect handling or application of the Goods, erosion, corrosion, or normal wear and tear due to operation or the environment. The warranty and remedies of the Buyer are conditional upon proper storage, installation, use and maintenance of the Goods in all material respects, and in accordance with Seller’s written recommendations. Seller will endeavor to convey to Buyer the benefit of any manufacturer’s warranty for parts materials and equipment not manufactured by Seller.

13. Limitation of Liability and Exclusion of Consequential Loss: The total aggregate liability of the Seller with respect to any Order, or any breach of any Order, whether based on contract, warranty, tort (including negligence) indemnity, strict liability, under statute, or otherwise, (including liability for recovery of sums paid by Buyer and for all damages, costs and expenses) shall not exceed the net Order price of the specific Goods or Services from which Buyer’s claim arises.

IN NO EVENT SHALL SELLER BE LIABLE FOR
(i)LOSS OF USE (WHETHER DIRECT OR INDIRECT);
(ii) LOSS OF ACTUAL OR ANTICIPATED PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT);
(iii) LOSS OF REVENUE, LOSS OF PRODUCTION, OR LOSS OF BUSINESS (IN EACH CASE, WHETHER DIRECT OR INDIRECT);
(iv) LOSS OF GOODWILL, LOSS OF REPUTATION, OR LOSS OF OPPORTUNITY (IN EACH CASE WHETHER DIRECT OR INDIRECT); (v) LOSS OF ANTICIPATED SAVINGS OR LOSS OF MARGIN (IN EACH CASE, WHETHER DIRECT OR INDIRECT);
(vi) LOSS OR DAMAGE TO OR CORRUPTION OF DATA;
(vii) ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND;
(viii) DEFECTS IN DESIGN OR ENGINEERING WHETHER PERFORMED BY SELLER OR OTHERS; OR
(ix) ANY AMOUNTS IN EXCESS OF SELLER’S NET PRICE OF THE GOODS OR SERVICE IN QUESTION,
HOWSOEVER CAUSED INCLUDING, WITHOUT LIMITATION, BY NEGLIGENCE AND/OR ARISING FROM BREACH OF OR DEFECT OR DELAY IN PERFORMANCE OF ANY OF SELLER’S OBLIGATIONS UNDER THESE TERMS.

Where it is prohibited by law, these terms shall not operate to exclude or restrict Seller’s liability, if any, for (i) death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable, (ii) fraud or fraudulent misrepresentation or for the fraud or fraudulent misrepresentation by a person for whom it is vicariously liable, or (iii) breach of its obligations relating to title.

Seller’s prices are determined on the basis of the limits of liability set forth in these Terms. Buyer may by written notice to Seller request Seller to agree to a higher limit of liability. In the event Seller agrees to a higher limit of liability and contingent upon insurance coverage for such higher limit being obtained, Seller shall use reasonable endeavors to effect insurance up to such limit and Buyer shall pay upon demand the amount of all premiums. Buyer shall disclose such information as the insurer(s) shall require. In no case shall Buyer be entitled to recover from Seller more than the amount received from the insurer(s).

14. Non-use of Seller’s data: Buyer agrees that it shall not use Seller’s data for the manufacture or procurement of Goods which are the subject of an Order or any similar Goods, or cause said Goods to be manufactured by, or procured from, any other source or reproduce said data and information or otherwise appropriate them without the written authorization of Seller.

15. Non-disclosure: Buyer agrees that it shall not disclose or make available to any third party any of Seller’s data or other information pertaining to this Order which is proprietary to Seller without obtaining Seller’s prior written agreement.

16. Compliance with Warnings: Buyer agrees to comply with such health and safety information, warning statements and/ or instructions in connection with the installation, use or maintenance, including preventative maintenance of Goods as may be provided by Seller and will further communicate these to any of its employees, agents and contractors and any subsequent buyer or end user supplied by Buyer.

17. Export and Import: Buyer agrees to comply with all applicable import and export control law and/or regulations, including without limitation those of the United States and all other jurisdictions from which the Goods or technology may be supplied or to which the Goods or technology may be shipped. In no event shall Buyer export or re-export to any entity or person within any country that is subject to sanctions or use, transfer, release, import, export, or re-export the Goods or technology in violation of applicable export laws and/or regulations. If Seller is required to prepare an export license application on Buyer’s behalf Buyer will reimburse any costs and shall allow such additional time to be added to the delivery as shall be necessary.

18. Special Tooling and Data: Charges for tools, dies and other equipment cover only a portion of their cost and ownership and sole right to possession and use thereof shall not pass to Buyer but shall remain in Seller. Seller retains all rights, title and interest in drawings, engineering instructions, specifications, and all other written data, if any, furnished and/or specified to be supplied with the Goods.

19. Code of Conduct: Seller is committed to conducting its business ethically and lawfully. Seller expects that Buyer will also conduct its business ethically and lawfully. If Buyer has cause to believe that Seller or any employee or agent of Seller has behaved unethically or unlawfully under, or in connection with, these Terms, Buyer is encouraged to report such behavior to Seller.

20. General: Waiver: Failure by Seller to assert all or any of its rights upon any breach of an Order shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment of service. No waiver of any right shall extend to or affect any other right Seller may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach. Severability: If any portion of these Terms are determined to be illegal, invalid, or unenforceable, for any reason, then such provision shall be deemed modified/ stricken to the minimum extent necessary to make it valid, legal and enforceable for purposes of the dispute in question and all other provisions shall remain in full force and effect. Assignment and Third Party Rights: Buyer may not assign or transfer all or part of its rights or obligations under this Order without the prior written consent of Seller. Seller may assign or transfer all or part of its rights and to sub-contract any of its obligations under the Order. Entire Agreement: These Terms constitute the entire agreement and understanding between Buyer and Seller in connection with the subject matter of this Order, and supersede all prior oral or written communications, representations or agreements in relations thereto and neither party has entered into the Order in reliance upon, and shall have no remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in these Terms or Sellers Quotation. Nothing in the preceding sentence shall be interpreted or construed as limiting the liability of Seller for fraud or fraudulent misrepresentation.

22. Applicable Law and Dispute: This Order shall be interpreted in accordance with the laws of the jurisdiction in which Seller’s facility accepting the Order hereunder is located (“Local Law”), exclusive of any choice of law provisions. Seller and Buyer expressly agree to exclude from this Order the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto.

Seller’s action to collect unpaid balances shall be subject to the exclusive jurisdiction of the local courts in the territory in which Seller’s principal office is located. All other disputes arising out of or in connection with an Order shall be finally settled by binding arbitration in the country in which Seller’s facility accepting the order hereunder is located, under the Rules of Arbitration of the International Chamber of Commerce then in effect by one or more arbitrators appointed in accordance with said Rules.

23. Language and Translations: English shall be the legal language of this Order, and all parties waive any right to use and/or rely upon any other language, translation or interpretation. The parties specifically agree that in the case of any inconsistencies or interpretation disputes, the English language version shall control.

These Terms and Conditions of Purchase (“Terms”) shall govern all purchases of goods or services (“Products”) by Advanced Fluid Technologies. Buyer and Seller are the parties named on the Purchase Order issued by Buyer (“PO”). The PO shall constitute the exclusive offer of Buyer to purchase Products and shall incorporate these Terms.

1. Acceptance of Terms: Seller acknowledges that the PO is conditioned upon Seller’s acceptance of these terms. Seller’s acceptance of the PO, acceptance of payment, the commencement of fulfillment of the PO, commencement of services, production or shipment of goods, or act, statement, or course of conduct which constitutes acceptance under applicable law, whichever is earliest, shall constitute acceptance of these Terms. Seller agrees that these Terms shall govern the PO to the exclusion of any other terms and conditions subject to which any quotation is purported to be accepted or order is purported to be made by Seller. These Terms may not be amended, supplemented, changed, or modified except by concurrent or subsequent written agreement, signed by an authorized representative of Buyer and Seller.

2. Price and Payment: The price for the Products shall be as stated on the PO and include all other charges unless stated otherwise. Payment shall be made sixty (60) days from the dated invoice unless otherwise agreed in writing by the Buyer.

3. Delivery: Seller shall deliver the Products at the time specified on the PO. Time shall be of the essence. If, for any reason, Seller is unable to deliver the Products within the specified time, Seller shall give Buyer notice in writing without delay of its intention to claim an extension of time, which Buyer may grant Seller at its discretion but without prejudice to its rights. If the Products or any portion thereof are not delivered within the time or times specified in the PO (or any extension of such time or times granted by Buyer), Buyer shall be entitled to determine the PO in respect of the Products undelivered and of any other Products already delivered under the PO which cannot be effectively and commercially used by reason of the non-delivery of the Products undelivered. On such determination, Buyer shall be entitled to (a) to return to Seller at Seller’s expense any of the Products already delivered but which cannot be effectively and commercially used as aforesaid and to recover from Seller any moneys paid by Buyer in respect of such Products; and (b) to recover from Seller any additional expenditure reasonably incurred by Buyer in obtaining other Products in replacement of those in respect of which the PO has been determined.

The Products, properly packed and secured to reach their destination in good condition under normal conditions of transport, shall, unless otherwise directed by Buyer, be delivered by Seller to Buyer’s works, shipping paid and, in the manner specified in the PO. Invoices must bear the Buyer’s PO number. A packing note quoting this number must be sent with the Products to the place of delivery, and an advice note must be forwarded separately on the day of shipping to the destination specified in the PO. No charge will be allowed for packing materials or containers unless the Buyer agrees.

The seller is responsible for complying with any legislation or regulations governing the importation of the Products into the country of destination and for paying any duties on them.

If Seller fails to deliver Products in accordance with the stated time for delivery, Seller shall pay Buyer on demand (or Buyer may deduct from its payments to Seller) 1% of the price payable for such Products for each week’s delay, up to a maximum of 10% as liquidated damages. The parties confirm that these sums represent a genuine pre-estimate of the Buyer’s loss. Seller shall not be allowed additional time outside of the time stated for delivery without the express written consent of Buyer.

4. Warranty: Seller warrants that the Products shall: (a) conform in all respects as to quality, quantity and any specification within the particulars stated in the PO; (b) be of sound materials and workmanship; (c) be capable of any standard or performance specified in the PO; (d) if the purpose for which they are required is indicated in the PO either expressly, or by implication, be fit for that purpose; (e) comply in all respects with all relevant requirements of any Statute, Statutory rule or Order, or other instrument having the force of law which may be in force at the time when the same are supplied; (f) be clear and free of all liens and encumbrances whatsoever and that Seller has a good and marketable title to the same; and (g) not infringe or misappropriate any intellectual property rights held by any third party. Buyer’s rights under Clause 4 are in addition to the statutory conditions implied in favor of Buyer by law.

5. Inspection and Testing: Before shipping the Products, the Seller shall, where stipulated by Buyer, carefully inspect and test Products for compliance. If instructed by the Buyer, the Seller shall give the Buyer reasonable notice of such tests, and the Buyer shall be entitled to be represented thereat. The Seller shall also, at the request of the Buyer, supply the Buyer with a copy of the Seller’s test sheets certified by the Seller to be a true copy. Buyer will be entitled to inspect and test the Products during manufacture and storage or within a reasonable delivery time and reject any goods supplied and/or work executed which may not be to Buyer’s satisfaction. If Buyer exercises this right, Seller shall, if requested by Buyer, provide, or shall procure the provision of all such facilities as may reasonably be required. No Products shall be deemed to have been accepted by the Buyer until any certificate required by it from the Seller that the goods and/or work are satisfactory has been provided.

6. Indemnity and Insurance: Seller shall indemnify Buyer against all loss, actions, costs, claims, demands, expenses, and liabilities which Buyer may incur either at common law or by statute, including but not limited to those relating to: (a) defective workmanship, quality or materials; (b) an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Products; and (c) any claim made against Buyer in respect of any liability, loss, damage, injury, cost or expense sustained by Buyer’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Products as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the PO by Seller. Seller shall hold satisfactory insurance cover with a reputable insurer to fulfill Seller’s insurance obligations, including public liability insurance cover. Seller shall effect insurance against all those risks arising from Seller’s indemnity in this Clause 6. Satisfactory evidence of such insurance and payment of current premiums shall be shown to the Buyer upon request. The total aggregate liability of Buyer with respect to any PO, whether based on contract, warranty, tort (including negligence) indemnity, strict liability, under statute, or otherwise (including liability for recovery of sums paid by Buyer and for all damages, costs and expenses) shall not exceed the PO price of the specific Products. IN NO EVENT SHALL BUYER BE LIABLE FOR: (A) LOSS OF USE (DIRECT OR INDIRECT); (B) LOSS OF ACTUAL OR ANTICIPATED PROFITS (DIRECT OR INDIRECT); (C) LOSS OF REVENUE, LOSS OF PRODUCTION, OR LOSS OF BUSINESS (DIRECT OR INDIRECT); (D) LOSS OF GOODWILL, LOSS OF REPUTATION, OR LOSS OF OPPORTUNITY (DIRECT OR INDIRECT); (E) LOSS OF ANTICIPATED SAVINGS OR LOSS OF MARGIN (DIRECT OR INDIRECT); (F) LOSS OR DAMAGE TO OR CORRUPTION OF DATA; (G) ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND; (H) DEFECTS IN DESIGN OR ENGINEERING  WHETHER PERFORMED BY BUYER OR OTHERS; OR (I) ANY AMOUNTS IN EXCESS OF THE PRICE OF THE PRODUCTS IN QUESTION, HOWSOEVER CAUSED INCLUDING, WITHOUT LIMITATION, BY NEGLIGENCE AND/OR ARISING FROM BREACH OF OR DEFECT OR DELAY IN PERFORMANCE OF ANY OF BUYER’S OBLIGATIONS UNDER THESE TERMS.

7. Termination: Buyer shall have the right at any time and for any reason to terminate the PO in whole or in part by giving Seller written notice, whereupon all work on the PO shall be discontinued, and Buyer shall pay to Seller fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss. Buyer shall have the right at any time by giving notice in writing to Seller to terminate the PO forthwith if: (a) Seller commits a material breach of any of the terms and conditions of the Purchase Order; (b) Seller takes any step or action in connection with its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; (c) Seller ceases or threatens to cease to carry on its business; or (d) the financial position of Seller deteriorates to such an extent that in the reasonable opinion of Buyer the capability of Seller to fulfill its obligations under the PO has been placed in jeopardy. The termination of the PO, however arising, shall be without prejudice to the rights and duties of Buyer accrued prior to termination. The Clauses which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding  termination. In the event of termination due to the material breach or insolvency of Seller, Buyer may purchase similar Products elsewhere or secure the manufacture and delivery of Products by contract or otherwise, and Seller shall be liable for any excess cost incurred by Buyer.

8. Buyer’s Property: All information and property supplied by Buyer in connection with the PO or prepared or obtained by Seller for Buyer including, without limitation, patterns, dies, molds or other tooling or materials, design rights, drawings, designs, specifications, data, equipment, software, product manufacturing information, intellectual property, and associated metadata (collectively, ”Property”) shall remain the sole property of Buyer returnable in good condition on demand. Seller shall insure all Property sent to Seller by Buyer and shall maintain all such Property in good order and condition and insure it against all risks while in Seller’s custody. Suppose the PO calls for the machining, processing, or treatment of any material or parts of the Property of Buyer or for which Buyer is responsible. In that case, Buyer reserves the right to charge Seller the cost of such materials or parts if, whilst in Seller’s custody, they are destroyed or damaged or rendered unfit for the purpose for which they were originally manufactured. Seller shall not, at any time, use such Property, nor shall it authorize or knowingly permit Property to be used by anyone else for, or in conjunction with, any purpose other than the supply of the Products to Buyer unless such use is expressly authorized by Buyer, previously and in writing. Nothing contained in these Terms transfers ownership nor constitutes a license to any information or Property of Buyer. All existing and future rights, titles and interests in any and all inventions or discoveries arising, or to arise from Products or Property shall vest in the Buyer to the fullest extent permissible by law. All intellectual property and trademarks of Buyer including, without limitation, any trademarks that Buyer requests Seller to affix to the Products or packaging thereof are owned by Buyer and Seller shall not acquire or claim any right, title, or interest therein or use any such trademarks for any purpose except fulfilment of the PO.

9. Compliance/Export Controls/Customs: Anti-Terrorist Measures: Seller guarantees that it maintains no direct or indirect commercial or other ties with terrorists, terrorist organisations or other criminal or anti-constitutional organisations. In particular, through adopting suitable organisational measures, Seller shall independently ensure the implementation of applicable embargo orders, the European anti-terrorism and anti-crime regulations applicable in the context of the supplier relationship as well as the corresponding US and other applicable provisions in the context of its business operations, particularly through appropriate software systems. Deliveries of Products: Seller agrees to comply with all applicable import and export control law and/or regulations, including without limitation those of the United States and all other jurisdictions from which the Products or technology may be supplied or to which the Products or technology may be shipped. In no event shall Seller export or re-export to any entity or person within any country that is subject to sanctions or use, transfer, release, import, export, or re-export the Products or technology in violation of applicable export laws and/or regulations. Evidence of Origin: Seller undertakes to keep evidence of the origin of the Products, i.e. Seller must promptly supply the necessary declarations regarding the Products’ origin in terms of trade and preferences (supplier declaration or certificate of origin) and also promptly and automatically give notice of any change of origin. Where relevant, Seller shall give evidence of its information on the origin of the Products in a form satisfactory to Buyer. If Seller fails to comply with this obligation, it shall be liable for all loss or damage and commercial disadvantages thereby arising.

10. Confidentiality: Seller will not, without first obtaining the written consent of Buyer in any way whatsoever, advertise or publish the fact that Seller has contracted to supply Buyer with the Products. Seller shall keep in strict confidence all technical or commercial know how, specifications, inventions, processes or initiatives that are confidential and have been disclosed to Seller by Buyer or its agents and any other confidential information concerning Buyer’s business or its products which Seller may obtain. Seller shall restrict disclosure of such confidential material to such of its employees, agents, or subcontractors as need to know same or the purpose of discharging Seller’s obligations to Buyer and shall ensure that such employees, agents, or sub- contractors are subject to like obligations of confidentiality as bind Seller.

11. Health and Safety: When on Buyer’s premises or Buyer’s customer premises, Seller shall comply with Buyer’s policies outlined in Buyer’s current edition of ‘Advanced Fluid Technologies Inc. Health and Safety Manual’ which shall be provided to Seller upon request.

12. Anti-Bribery and Anti-Corruption: Seller, its subsidiaries and affiliates, and all their respective directors, officers, employees and authorized agents and any other person associated with or acting on behalf of Seller shall: (a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”); (b) not engage in any activity or conduct which would constitute an offense under legislation in the jurisdiction in which Seller operates; (c) comply with Buyer’s Anti-bribery and Anti-corruption Policies and Buyer’s Code of Conduct (copies of which will be provided to Seller upon request), as Buyer may update them from time to time (“Relevant Policies”); (d) have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate; (e) promptly report to Buyer any request or demand for any undue financial or other advantages of any kind received by Seller in connection with the performance of the PO and immediately notify Buyer (in writing) if a foreign public official becomes an officer or employee of Seller or acquires a direct or indirect interest in Seller and Seller warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this PO. Seller shall ensure that any person associated with it who is performing services or providing Products in connection with this PO does so only based on a written contract which imposes on and secures from such person terms equivalent to those imposed on Seller in this Clause 12 (“Relevant Terms”). Seller shall be responsible for the observance or performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons. Seller agrees to comply with all anti-discrimination laws and regulations applicable in the jurisdiction in which Seller operates.

13. Modern Slavery: Seller undertakes, warrants and represents that: (a) neither Seller nor any of its officers, employees, agents or subcontractors has committed, is subject to an investigation or is aware of any circumstances giving rise to an offense under the Tariff Act of 1930 (b) and it shall notify Buyer immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or sub-contractors have breached or potentially breached any of the obligations under this Clause 13.

14. General: Waiver: Failure by Buyer to assert all or any of its rights upon any breach of a PO shall not be deemed a waiver of such rights either with respect to such breach or any subsequent breach, nor shall any waiver be implied from the acceptance of any payment of service. No waiver of any right shall extend to or affect any other right Buyer may possess, nor shall such waiver extend to any subsequent similar or dissimilar breach. Assignment and Sub-Contracting: Seller shall not be entitled to assign, subcontract charge or otherwise deal with the PO or any part of it without the prior written consent of Buyer (such consent is not to be unreasonably withheld or delayed). Buyer may assign the PO or any part of it to any other party. Severability: If any portion of these Terms are determined to be illegal, invalid, or unenforceable for any reason, then such provision shall be deemed modified/stricken to the minimum extent necessary to make it valid, legal, and enforceable for purposes of the dispute in question and all other provisions shall remain in full force and effect. Entire Agreement: These Terms constitute the entire agreement and understanding between Buyer and Seller in connection with the subject matter of this PO and supersede all prior oral or written communications, representations, or agreements in relation thereto and neither party has entered into the PO in reliance upon, and shall have no remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in these Terms or the PO. Force Majeure: Buyer reserves the right to defer the date of delivery or payment or to cancel the PO or reduce the volume of the Products ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Buyer including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. Notice: Any notice required or permitted to be given by either party to the other under these Terms shall be in writing and be addressed to the other party at its registered office or principal place of business or such other address as may have been notified to the other party. Set-Off: Buyer shall be entitled to set-off under the PO any liability which it has or any sums which it owes to Seller. Seller shall pay all sums that it owes to Buyer without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law. No Partnership: The parties are independent persons and are not partners, principal and agent or employer and employee and these Terms do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

15. Applicable Law and Dispute: This PO shall be interpreted in accordance with the laws of the jurisdiction in which Buyer’s facility issuing the PO hereunder is located (“Local Law”), exclusive of any choice of law provisions. Seller and Buyer agree to exclude from this PO the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto. All disputes arising out of or in connection with a PO or these Terms shall be finally settled by binding arbitration in the country in which Buyer’s facility accepting the order hereunder is located, under the Rules of Arbitration of the International Chamber of Commerce then in effect by one or more arbitrators appointed in accordance with said Rules.

16. Language and Translations: English shall be the legal language of the PO, and all parties waive any right to use and/or rely upon any other language, translation, or interpretation. The parties specifically agree that in the case of any inconsistencies or interpretation disputes, the English language version shall control.