Sales Order Terms and Conditions

Sales Order Terms and Conditions incorporated by reference into all Sales Order Acknowledgements by Juki America, Inc. EAS Division are as follows:

• Juki Terms and Conditions

  1. DEFINITIONS

  Seller means Juki America Inc. EAS Division. Buyer means the person to whom this document is addressed.

  2. CONDITIONS OF AGREEMENT MODIFICATION

  These terms and conditions, together with the provisions of the document to which they are attached, may not be modified without written approval of Seller and constitute the entire agreement between the parties and thereafter may be modified or terminated only by a written instrument executed by both parties. Should Buyer place an order with Seller referring therein in any way to a quotation of Seller, or otherwise incorporating in such order any price, delivery, shipment or other information contained in Seller's quotation, then in that event, these terms and conditions shall be deemed to be accepted by Buyer, incorporated in Buyer's order and to be in lieu of any other terms or conditions in Buyer's order which are inconsistent with these terms and conditions. Any price or delivery, shipment, quotation by Seller shall remain valid for 60 days unless otherwise stated in the document to which this is attached. Any orders are subject to acceptance by Seller and are subject to credit approval by Seller.

  3. SHIPMENT

  A) Estimated lead time is given at time of quotation. Shipment date will be established at the time a formal purchase order is received and acknowledged by Seller in writing.

  B) The shipment date is Seller's best estimate of the time products will be shipped from the factory. Seller will use its best efforts to meet the shipment date but Seller shall have no liability for loss, damage or consequential damages due to delay in delivery or shipment.

  C) All shipment dates are based upon timely receipt from Buyer of any drawings, parts, test components, instructions or any other things or information which Seller requires Buyer to furnish to Seller.

  D) Seller shall not be responsible for and Buyer shall have no right of cancellation for delays in Seller's performance due to causes beyond the control and without the fault of negligence of Seller,

  including, but not limited to, acts of God, fire, strikes, epidemics and failure of suppliers to deliver due to causes beyond their control and without their fault or negligence.

  4. PAYMENT TERMS; SECURITY INTEREST

  Payment Terms are stated on the sales order acknowledgement issued to Buyer by Seller upon the acceptance of Buyer's order. If not otherwise stated on the sales order acknowledgement, payment terms on equipment shall be 50% of purchase price paid prior to shipment, and the balance due net 90 days from the date of shipment. Payment for spare parts is due net 30 days from date of shipment.

  Final payments shall be made by Buyer no later than 45 days after the date of shipment. Buyer shall also pay to Seller interest accrued on any past due payments at the rate at 10% annually. If Buyer accepts partial deliveries, Buyer agrees to pay for partial deliveries in accordance with stated payment terms.

  As collateral security for the payment of the purchase price of the items purchased by Buyer and performance of the obligations of Buyer hereunder, Buyer hereby grants and pledges to Seller a lien and security interest in and to all right, title and interest of the Buyer in the equipment and other items purchased by Buyer hereunder, wherever located, and whether now existing or hereafter arising, and in all accessions replacements and modifications, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under the clause constitutes a purchase money security interest under Article 9 of the Uniform Commercial Code of North Carolina. Buyer also authorizes the Seller to file financing statements covering the products as necessary or desirable to protect Seller’s interest in the products sold as collateral.

  In addition to equipment and spare parts, Seller may provide paid services, including but not limited to software integration, system commissioning, training, and application engineering support. Charges for such services will be defined in the applicable quote or sales order acknowledgment for that service and are subject to the payment terms as outlined within that quote or Sales Order, unless otherwise stated in writing by Seller.

  5. MINIMUM ORDER VALUE

  A service charge of $100 shall be added to any order where the aggregate purchase price is less than $100.

  6. WARRANTY

  Seller warrants that its products will conform to official published specifications in effect at time of order placement. These specifications are available upon request. Unless otherwise agreed and confirmed by Seller in the sales order acknowledgement or invoice, Seller further warrants its new products to be free from defects in material and workmanship for a period (i) beginning on the date 90 days after shipment for a period of ONE (1) year with respect to labor and parts, component/supply units/feeders/trays, and accessories); (ii) ninety (90) days after the shipment date with respect to spare parts; and (iii) no warranty with respect to consumable parts and nozzles. Warranty on pick and place equipment shall be as stated on the sales order acknowledgment from Seller to Buyer.

  This warranty is void unless the products are installed as specified by Seller, maintained by qualified service personnel, and are operated in accordance with published operating procedures. For purposes of the foregoing warranties, the "completion of installation" shall be that date on which the products are installed and operating to the published specifications. If Buyer believes a product to be defective in material or workmanship or to fail to meet the specifications, Buyer shall notify Seller of such alleged defect or failure. Seller shall have a reasonable opportunity to investigate any alleged defect or failure, and upon its confirmation of the existence thereof Seller shall promptly remedy the same by repair or replacement at its discretion and without charge. Seller warrants parts repaired or replaced pursuant to this warranty for the duration of the original warranty period.

  This warranty does not apply to (1) defects or failures as a result of noncompliance with Seller's installation specifications, or (2) Buyer's failure to perform recommended normal maintenance, set-up and adjustment of the product(s), or (3) Buyer's alteration/modification to product(s) without Seller's prior written approval, or (4) damages resulting from noncompliance with published operating procedures, or movement of product(s) from the original installation location, or (5) the use of replacement parts not supplied by Seller or Seller's approved suppliers In the event of Buyer's alteration/modification to product(s) without Seller's prior express written approval, or the use of accessories or replacement parts not supplied by Seller or Seller's approved suppliers, this warranty shall terminate with respect to both the products and also any product systems of which the parts or products are a component.

  Seller does not represent or warrant that the products supplied hereunder comply with any local laws or ordinances and Buyer will assume complete responsibility for compliance with local laws and ordinances and obtain all permits, licenses, authorizations or certificates required by any regulatory body for installation or use of the products. Seller is not liable for any consequential or special damages resulting directly or indirectly from the design, material, workmanship, operation or installation of any of its products and neither assumes nor authorizes any other person to assume for it any other liability in connection herewith.

  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR USE AND

  MERCHANTABILITY, EXCEPT AS TO TITLE.

  Replacement Parts Warranty

  Seller warrants replacement parts sold to Buyer by Seller’s Replacement Parts Division to be free from defects in material and workmanship upon leaving its facility. Seller's obligation under this paragraph is limited to repairing or exchanging, at Seller’s discretion, and without charge, items returned to Seller's factory, transportation charges prepaid, within 90 days from shipment of said items to Buyer's facility.

  7. NO INDEMNIFICATION FOR USE

  Seller makes no warranty that the products specified herein will not, when used in their normal manner, infringe any claims of any United States or foreign patents. Seller will not indemnify Buyer or its customers for any claims brought against Buyer or its customers for infringement of any such patents.

  8. CHANGES

  Any order may be amended from time to time by identical express written change orders signed by both Seller and Buyer, setting forth the particular changes to be made and the effect of such changes on the price and time of shipment. Buyer may also terminate this contract in whole, or in part, upon express written notice delivered to Seller no less than ten (10) days prior to shipment date. In event of such termination by Buyer, Buyer shall pay to Seller a cancellation charge equal to 25% of the quote price. For goods that are non-standard items built to the Buyer’s custom order, Buyer shall pay a cancellation charge equal to 25% of the quote price, unless goods are non-standard items built to the Buyer’s custom order, in which case Buyer shall pay a cancellation charge equal to 50% of the quote price. Such cancellation and freight charges shall be payable to Seller within 10 days after cancellation, with interest of 10% per annum on any past due payments. If Buyer returns any product for any reason, (i) such returned product shall be returned by Buyer to Seller at Buyer’s sole expense, without damage or excessive use, and (ii) Buyer shall pay a restocking fee in the amount ten percent (10%) of the quote price plus all freight charges. Buyer shall pay the restocking fee within ten days after the date of demand by Seller. Seller may elect to deduct the amount of the restocking fee or other charges referred to herein from any refund payments Seller makes to Buyer. Seller shall not refund any payments to Buyer or credit Buyer for any returns until the returned product is received by Seller intact. The restocking fee is required because of costs incurred in preparing the returned products to be resold and is not a measure of damages to Seller. Seller reserves all rights to assert all claims against Buyer for monetary damages arising out of Buyer's return of the product, whether such claims arise under contract, tort, or any other law.

  9. SHIPMENT, TITLE AND RISK OF LOSS

  Except as otherwise set forth herein, shipment will occur and shipment will be Freight On Board (FO.B.) Ex-works, and the price includes packing and packaging for international shipment by air and for domestic shipment by padded air van or truck. An extra charge will be made for special packing. Seller will use appropriate air and surface transportation unless otherwise specified in the order and assumes no responsibility for delay, breakage or damage after the product(s) are delivered to the carrier in good order. Risk of loss will pass to Buyer upon delivery of the product(s) to the carrier at Seller's plant. Claims for breakage and damage by Buyer shall be made by Buyer to the carrier.

  After shipment and until Buyer shall have paid in full for all products covered by this agreement, a security interest in the equipment shall be retained by Seller as provided above.

  10. INSTALLMENT SHIPMENT

  If Buyer's order provides for shipment in installments, Seller may manufacture or have manufactured the entire quantity of ordered products at one time, subject to shipment in accordance with the order. If Buyer defaults in any way, under the order subsequent to such completion of manufacture, the balance of the entire purchase price remaining unpaid will forthwith become due.

  11. OSHA

  In the designing and manufacturing of the product(s), subject to this order, Seller or its manufacturer will comply in good faith with the safety standards of the Occupational Safety and Health Act of 1970 as they exist on the date of acceptance of any order. Seller welcomes the inspection by Buyer's authorized representatives) with regard to OSHA. Additions to, or modifications of, the product(s) requested at that time will be quoted on a time and material basis.

  12. ELECTRICAL CODES

  In the designing and manufacturing of the product(s), Seller or its manufacturer shall comply in good faith with the electrical standards of the International Electrotechnical Commission (IEC) as they exist on the date of acceptance of an order. Seller welcomes the inspection by Buyer's authorized representatives) with regard to electrical codes. Additions to, or modifications of, the product(s) requested at that time will be quoted on a time and material basis.

  13. SOFTWARE

  All software is the exclusive property of the Seller and remains at all times the property of the Seller. Therefore, provided that the Buyer abides by each provision of this Agreement, the Seller grants to the Buyer personally a non-exclusive and nontransferable license giving Buyer the right to use the Software (as defined herein) solely in connection with the products. Without the express prior written consent of Seller, Buyer will not; (A) use, copy, merge or transfer copies of the software or the documentation provided in connection with or as a part of the products (the "Software"), except as specifically authorized in connection with the use of the products; (B) use the backup or archival copy of the Software (or permit any third party to use such copy) for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective; or (C) rent, lease, sublicense, distribute, transfer, copy or modify the Software, or any of its rights associated with the Software, except as expressly authorized in this Agreement; (D) reverse engineer, disassemble, decompile or otherwise attempt to access the source code of the Software; or (E) use the Software, or any part of either of it except in connection with the products; (F) directly or indirectly, contest, usurp or infringe any of the intellectual property rights, titles and interests of the Seller, nor shall it participate in or facilitate the commission of such acts. Buyer shall (A) inform Seller forthwith of any defect or problem affecting the Software

  (B) ensure that its employees, suppliers, associates and subcontractors, if any, fully comply with the provisions of this Agreement. Nothing shall have the effect of granting or transferring, or be interpreted as granting or transferring to anyone whomsoever any intellectual property right, title or interest in or to the software, other than in accordance with the provisions of this Agreement. Notwithstanding the use of the terms “purchase” or “sale” or other similar terms in this Agreement in connection with the Software, the said Software is not, in any manner whatsoever, being purchased or sold, and the said terms have been used solely for convenience and in order to reflect current business language. The only rights conferred upon the licensee pursuant to this Agreement shall be license rights.

  14. SPECIAL FEATURES

  Tools, dies and facilities embody Seller's design and experience, and any charges made for them represent only a portion of their cost. Accordingly, Seller retains title and all rights to their possession.

  15. TAXES

  Buyer is responsible for payment of any applicable sales use, turnover or other taxes due to any federal, state, or local taxing authority imposing the same. If said transaction is exempt from sales and/or use tax, Buyer shall provide Seller with a statement of such exemption.

  16. INSOLVENCY

  Either party shall have the right to cancel any order resulting from this quotation in the event that the other party files a petition in bankruptcy, is the subject of an involuntary petition in bankruptcy, or makes assignment for benefit of creditors.

  17. LAW

  This agreement shall be governed by, subject to and construed according to the laws of the State of North Carolina, USA, without regard to conflicts of laws principles.