AMETEK, Inc.

PROCESS & ANALYTICAL INSTRUMENTS

1 Executive Drive, Suite 101                                                                                                                              Phone: 978-486-0123
Chelmsford, MA 01824-2563                                                                                                                              Fax: 978-486-0030
USA                                                                                                                                                                Email: Sales.spectrosci@ametek
                                                                                                                                                                       Web: http://www.spectrosci.com

THE FOLLOWING TERMS/CONDITIONS, TOGETHER WITH ANY OTHER TERMS/CONDITIONS SPECIFICALLY AGREED TO IN WRITING BY SELLER, SHALL APPLY TO ALL ORDERS ("Order{s)") FROM, AND SALES OF PRODUCTS ("Products") OR SERVICES ("Services’) TO BUYER. ANY ACCEPTANCE OF ANY ORDER OF BUYER IS CONDITIONED UPON THESE TERMS/CONDITIONS. ANY ADDITIONAL OR DIFFERENT TERMS/CONDITIONS PROPOSED BY BUYER IN ANY DOCUMENT ARE OBJECTED TO
AND SHALL NOT BE BINDING UPON SELLER. No salesperson is authorized to bind Seller lo any promise or understanding not expressed herein.

I. PRICES
All prices are subject to change without notice in the event of any changes in cost of materials or labor, specifications, quantities, delivery schedules, customs duties, other factors beyond Seller’s control, or in the event of delays caused by instructions of the Buyer, or failure of lhe Buyer to give Seller adequate infomation. Further, prices payable by the Buyer shall be subject lo immediate increase, should the Seller as a result of governmental action or regulation including, without limitation, those contemplated by an investigation under Section 232 of the Trade Expansion Act of 1962 (19 U.S.C. §1862), incur additional duties, tariffs or restrictions on products sold hereunder, or on the raw materials that are used in making such products. In no event shall prices include any amounts imposed on the Buyer in connection with Buyer’s purchases from Seller, such as taxes, including but not limited to Value Added Tax (VAT) or excise taxes, duties, tariffs, or any other cosls assessed against the Buyer by a governmental authority.

II. DELIVERY
Delivery dates are approximate and are dependent on prompt receipt by Seller of all necessary information. Seller may deliver all or any part of Products/ Services as early as 30 days in advance of agreed schedule. The point of delivery shall be "Ex-works" Seller’s premises, unless otherwise specified by Seller. Upon delivery, title to Products and all risk of loss or damage thereto shall pass to Buyer. Where Buyer notifies Seller that il cannot take timely delivery of the Products, Seller may place such Products in storage, al the risk of Buyer, and Buyer shall reimburse Seller for all expenses incurred in connection with such storage. Buyer shall dispose of the packing mateñals for Products at its own expense, and shall defend, indemnify and hold harmless Seller from any legal obligations in connection with such packing waste.

III.PAYMENT

A. The term of payment shall be net 30 days from date of Seller's invoice, unless otherwise specified. Payments shall be made by Buyer without any deduction or set-off. Unless otherwise agreed, payment shall be made in U.S. dollars. Seller may charge late payment fees at the rate of 1.5% per month, or the highest rate permitted by law, whichever is less, accruing daily.

B. If the financial condition of Buyer is unsatisfactory to Seller, Seller may require full or partial payment in advance, or satisfactory security, in lhe form of a letter of credil or otherwise. In the event of bankruptcy or insolvency of Buyer, Seller may immediately cancel any Order then outstanding.

C. Buyer grants Seller a purchase money security interest in Products located in the Uniled States, or Services, as well as any proceeds, for the purpose of securing the obligations of Buyer hereunder. Buyer authorizes Seller to execute on Buyer's behalf and file such financing statements as Seller deems appropriate to perfect and notify Buyer’s creditors of Seller‘s secuñty interest.

IV.VARIATIONS IN QUANTITY; CHANGES
Buyer shall accept delivery of quantities greater or smaller lhan the quantity specified in Order(s), provided that any such variation shall not exceed 5% of the quantity originally specified, or 2 units, whichever is greater. Seller shall not be required to give notice of any such vañations other than in the applicable shipping nolice and invoice. Seller reserves the option to make changes to Products or Services which do not affect form, fit, or function, and shall deliver Products to the latest configuration part number at the time of delivery.

V. EXPORT CONTROLS; FCPA; ANTI-BOYCOTT
A. Buyer shall not make any disposition of lhe Products, by way of lransshipment, re-export, diversion or otherwise, except as applicable U.S. export laws and regulations may expressly permit, and other than in and to the ultimate country of destination specified on Order(s) or declared as the country of ultimate destination on Seller's invoices or in the End Use Statement that Buyer supplies Seller. Seller shall not be named as shipper or exporter of record or U.S. principal party-in-interest (USPPI) unless specifically agreed to in writing by Seller in which case, Buyer shall provide Seller with a copy of the documents filed by Buyer for Export clearance purposes. At Sellers request, Buyer shall supply end-use and end-user information to determine export license applicability. Failure of Buyer lo comply with this section shall constitute a material default allowing Seller to cancel related Order(s) without liability.
B. Buyer warrants that it shall not violate or cause lhe Seller to violate the U.S. Foreign Corrupt Practices Act of 1977 (FCPA), as amended, the United Kingdom Bribery Act (UKBA) of 2010, as amended, or their respective implementing regulations in connection with Buyers sale or distribution of the Products and/or Services, and that Buyer does not know or have reason to believe that any consultant, agent, representative or other person retained by Buyer in connection wilh the sale and/or distribution of Products/Services has violated, nor caused Seller to violate the FPCA and/or the UKBA. Where Buyer learns of or has reason to know of any violation of FCPA and/or or UKBA in connection with the sale or distribution of Products/Services, Buyer shall immediately advise Seller.
C. Buyer further warrants that Buyer shall not violate or cause Seller to violate the U.S. Antiboycott Provisions of the U.S. Export Administration Regulations issued pursuant to the U.S. Export Administration Act of 1979, as amended, in connection with Buyer’s purchase of Products/Services and lhat Buyer shall not request or require Seller to make statements or certifications against countries that are not subject to boycott by the U.S.

VI. WARRANTIES
A. Seller warrants lhat Products manufactured by Seller, when delivered, shall be free from defects in material/workmanship. Seller warrants that Services shall be performed in accordance with generally accepted industry practice. Seller's obligations under this warranty shall be limited exclusively to repairing or replacing, at Seller’s option, any part of Products which, if properly installed, used and maintained, proved to have been defective in material or workmanship within 18 months from the date of shipment or 12 months from date of installation, whichever comes first. Seller warrants for a period of 1 year from the date of shipment that software or firmware, when used with Products, shall perfom in accordance with Seller’s published specifications. Seller makes no warranty, express or implied, lhat the operations of the software or firmware shall be uninterrupted or error-free, or that functions contained therein shall meet or satisfy lhe Buyer’s intended use/requirements. Buyer shall nolify Seller of any de(ect in the quality or condition of Products (including software/firmware) or Services wilhin 7 days of the date of delivery or performance, unless the defect was not apparent on reasonable inspection, in which case, within 7 days after discovery of the defect. If Buyer does not provide such timely notification, it shall not be entitled to reject Products (including software/firmware) or Services, and Seller shall have no liability for such defect.
B. Seller’s warranty obligations shall not apply lo Products which (1) have been altered or repaired by someone other than Seller, or (2) have been subjected to misuse, neglect, or improper use or application, or (3) are normally consumed in operation, or (4) have a normal life inherently shorter than the warranty peñod stated therein.
C. No Products may be returned unless authorized in advance by Seller, and then only upon such conditions to which Seller may agree. Buyer musl obtain a Return Material Authorization (RMA) number from Seller prior to any return shipment, and such RMA number must appear on lhe shipping label and packing slip. Buyer shall be responsible for returned Products until such lime as Seller receives the same at ils facility, and for all charges for packing, inspection, shipping, transportation or insurance associated with returned Products.
D. This section VI sets forth the exclusive remedies and obligations for claims based upon defects in or nonconformity of Products/Services, whether the claim is in contract, warranty, tort (including negligence of any degree or stricl liability) or otherwise. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.

VII. PATENTS/INDEMNITY
If Buyer receives a claim that Products, or part thereof manufactured by Seller infringes a patent, Buyer shall notify Seller promptly in writing and give Seller information, assistance and exclusive authority to evaluate, defend and settle such claim. Where Buyer has furnished specifications/designs for the manufacture of the allegedly- infringing Products, Buyer shall defend, indemnify and hold harmless Seller against third-party claims for infringement arising out of Sellers use of such specifications/designs.

VIII. LIMITATION OF LIABILITY
The total liability of Seller on any claim, whether in contract, tort (including negligence of any degree and strict liability) or otherwise arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, repair, replacement or use of any Products/Services, shall not exceed the pñce allocable to the Products/Services or part thereof which gives rise to the claim. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR PATENT INFRINGEMENT) OR OTHERWISE, SHALL sELLER, iTS AFFILIATES, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY LOSS OF PROFIT OR REVENUES. LOS5 OF USE OF THE PRODUCTS OR SERVICES, OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS OR CLAIMS OF BUYER'S CUSTOMERS FOR DAMAGES OR FOR ANY SPECIAL, PROXIMAT E, CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR EXEMPLARY DAMAGES. If Buyer transfers litle to, or leases Products sold hereunder to, or otherwise permits or suffers use by, any third party, Buyer shall obtain from such third party a provision affording Seller and its subcontractors/suppliers the protection of the preceding sentence. Any action against Seller must be brought within 18 months after cause of action accrues.

IX. EXCUSABLE DELAYS
A. Seller shall not be liable for delays in delivery or failure to perform due directly or indirectly to causes beyond Seller's reasonable control including but not limited to: acts of God; war; terrorism; civil commotion; riots; embargoes; government regulations, orders, instructions or priorities; port congestion; acls of or failure to act on the part of Buyer or its agents/employees; fires; floods; sabotage; nuclear incidents; earthquakes; storms; epidemics; strikes; lockouts or other labor difficulties; shortages of or inability to timely oblain proper labor, materials, components, shipping space or lransportalion, fuel, supplies or power at current prices; or due lo limitations imposed by the extent of availability of Seller’s normal manufacturing facilities.
B. If a delay excused per the above extends for more than 90 days and the parties have not agreed upon a revised basis for continuing providing Products/Services at the end of the delay, including adjustment of the price, then either party (except where delay is caused by Buyer, in which event only Seller) upon thirty (30) days' notice may terminate the Order with respect to the unexecuted portion of the Products/Services, whereupon Buyer shall promptly pay Seller its reasonable termination charges upon submission of Seller’s invoices thereof.

XI. DIES, TOOLS, PATTERNS
Sellers charges for dies, molds, patterns and the like represent the Buyers proportionate cost thereof, il being expressly understood that lhey remain the property of Seller. Modifications made to dies, molds, patterns and the like in order to manufacture Products shall be at the discretion of Seller.

X. SOFTWARE/TECHNICAL/PROPRIETARY INFORMATION
A. Buyer shall not acquire any rights to any software which may be delivered with Products, except as granted in Seller's standard software license. Any software license granted in connection with Products shall be an interim license, which may be withdrawn, pending payment for Products in full.
B. The purchase of Products shall not include any right to supply of technical information such as drawings or specifications.
C. Proprietary information, including drawings, documents, technical data, reports, software, designs, inventions and other technical information supplied by Seller in connection herewith (hereinafter called "Data"), shall remain Seller‘s sole property and shall be held in confidence by Buyer. Data shall nol be reproduced, used or disclosed lo others by Buyer without Seller’s prior written consent. Upon completion of Order, Buyer shall promptly return all Data to Seller together with all copies or reprints thereof then in Buyer's possession or control, and Buyer shall thereafter make no future use, eilher directly or indirectly, of any Data or any information derived therefrom without Seller's prior written consent. The foregoing shall in no way obligate Seller to provide or supply Data.

XI. DIES, TOOLS, PATTERNS

Seller’s charges for dies, molds, patterns and the like represent the Buyer’s proportionate cost thereof, it being expressly understood that they remain the property of Seller. Modifications made to dies, molds, pakems and the like in order to manufacture Products shall be at the discretion of Seller.

XII. GENERAL
A. The rights and obligations of the Buyer and Seller hereunder shall be governed in all respects by the law of the Commonwealth of Pennsylvania, U.S.A. The exclusive forum for adjudication of any disputes shall be the federal or state courts of the Commonwealth of Pennsylvania, and Buyer/Seller hereby consent to personal jurisdiction and venue in such courts in any proceeding. The United Nations Convention on the International Sale of Goods shall not apply.
B. These Terms and Conditions of Sale together with any other terms specifically agreed lo in writing by Seller constitute the enlire agreement between Buyer and Seller and supersede
any prior or contemporaneous representations, agreements, proposals, warranties, or understandings, oral or written, express or implied. No waiver, modification, amendment,
rescission or other change to lhese Terms and Conditions of Sale shall be binding unless specifically agreed to in writing by an authorized representative of Seller.
C. The invalidity, of any part hereof shall not affect the validity of lie remainder. The failure of Seller to assert any right at any time hereunder shall not prevent Seller's subsequent assertion of the same or different rights.
D. Buyer may not assign this contract without the prior wriken approval of the Seller.

XIII. PROHIBITION FOR HAZARDOUS USE
Products sold hereunder are not intended for application in, and shall not be used by Buyer in construction or application of a nuclear installation or in connection wilh use or handling of nuclear material or for any hazardous activity or critical application, where failure of a single component could cause substantial ham to persons or property, unless Products have been specifically approved for such activity or application. Seller disclaims all liability for loss or damage resulting from such unauthorized use and Buyer shall defend, hold harmless and indemnify Seller against any such liability, whether arising under breach of contract, warranty, tort (regardless of the degree of fault or negligence), strict liability or otherwise.
Where Seller approves the application of the Products in a nuclear facility, the Buyer shall, before such use or provision, arrange for insurance or governmental indemnity protecting the Seller against liability and hereby releases and agrees to indemnify the Seller and its suppliers for any nuclear damage, including loss of use, in any manner arising out of a nuclear incident, whether alleged lo be due, in whole or in part to the negligence or otherwise of the Seller or its suppliers.

XIV. STATUTORY REQUIREMENTS
Seller reserves the right to make any changes in the general specifications of lhe Products which are required for the Products to conform to any statutory requirement.

XV. GOVERNMENT CONTRACTS
Only Federal Acquisition Regulation (“FAR") supplement clauses expressly accepted in writing by Seller shall be included or incorporated by reference herein. Seller shall not be bound by and makes no representation of compliance with any FAR or FAR supplement clauses lhat Seller shall not have expressly accepted in writing.