Customer and Adaptive I/O Technologies, Inc. d/b/a AiT Instruments ("AiT"), agree that the purchase and sales of AiT hardware products (the "Products") are made under these terms and conditions, and that AiT SHALL NOT BE BOUND BY CUSTOMER'S ADDITIONAL OR DIFFERENT TERMS. Customer's order and purchase of the Products shall constitute acceptance of these terms and conditions. Notwithstanding the foregoing, in the event software is incorporated into the Product, Customer’s license and use of such software shall be governed by the separate end user license agreement by and between AiT and Customer.

TITLE. Title to the Products shall pass at AiT’s plant. AiT retains a security interest and right of possession in the Products until Customer makes full payment.

TAXES. Product prices are exclusive of, and Customer shall pay, applicable sales, use, service, value added or like taxes, unless Customer has provided AiT with an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities.

PRICES AND PAYMENT. All quotations shall expire thirty (30) days from date of issuance, unless otherwise set forth on the quotation or agreed in writing. Customer shall make payment in full prior to or upon delivery by cashier's check, credit card, or money order, unless AiT approves Customer for credit terms. If AiT approves Customer's credit application, payment shall be due no later than 30 days from the date of AiT’s invoice. All sums not paid when due shall accrue interest daily at the lesser of a monthly rate of 1.5% or the highest rate permissible by law on the unpaid balance until paid in full. Payments for orders accepted in the United States shall be made in U.S. Dollars. In the event of any order for several units, each unit(s) may be shipped separately and may be invoiced when shipped. Exceptions will be made for government purchase orders.

ORDERS. All orders are subject to acceptance by AiT. AiT’s booking of an order shall constitute its acceptance of an order.

DELIVERY. AiT shall deliver the Products to a carrier at AiT’s plant. Customer shall pay all applicable freight charges. On Products to be shipped to Customers in the United States, AiT shall prepay all freight charges and other necessary fees and will invoice the Customer for applicable charges as shipping and handling fees. Orders are entered as close as possible to the Customer's requested shipment date, if any. Shipment dates are scheduled after acceptance of orders and receipt of any necessary documents. Claims for shipment shortage shall be deemed waived unless presented to AiT in writing within forty-five (45) days of shipment.

LIMITED WARRANTY. AiT hardware Products are warranted against defects in materials and workmanship for one (1) year (“Limited Warranty”) from the date AiT ships the Products to Customer ("Delivery Date"). Customer must obtain a Return-Material Authorization number from AiT before returning any Products under warranty to AiT. AiT shall pay expenses for shipment of repaired or replacement Products to and from AiT. After examining and testing a returned Product, if AiT concludes that a returned product is not defective, Customer will be notified, the Product returned at Customer's expense, and a charge made for examination and testing. This Limited Warranty is void if failure of the Products has resulted from accident, abuse, misapplication, modification, improper calibration by Customer, utilization of an improper hardware key or unauthorized maintenance or repair. Customer shall not expand the scope of this Limited Warranty upon sale or transfer of the Products to any third party.

CUSTOMER REMEDIES. AiT’s sole obligation (and Customer's sole remedy) with respect to the foregoing Limited Warranty shall be to, at its option, return the fees paid or repair/replace any defective Products, provided that AiT receives written notice of such defects during the applicable warranty period and AiT determines that the Product is defective. Customer may not bring an action to enforce its remedies under the foregoing Limited Warranty more than one (1) year after the accrual of such cause of action.

RETURN/CANCELLATION/CHANGE POLICY. A Return-Material Authorization number must be obtained from AiT for return of any Products. Customer may return unwanted Products within thirty (30) days of the Delivery Date. Customer shall pay expenses for shipment of returned unwanted Products. Customer shall pay a fifteen percent (15%) restocking charge on any unwanted Products returned to AiT. No returns will be accepted after the thirty (30) day period has expired. Where special equipment or services are involved, Customer shall be responsible for all related work in progress; however, AiT shall take reasonable steps to mitigate damages immediately upon receipt of a written cancellation notice from Customer. AiT may terminate any order if any representations made by Customer to AiT are false or misleading. Changes to orders shall not be binding upon nor be put into effect by AiT unless confirmed in writing by AiT’s appropriate representative.

NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. AiT DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. AiT EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES. The entire liability of AiT and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall AiT and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the Products, even if AiT or its licensors, distributors, and suppliers has been advised of the possibility of such damages. Customer acknowledges that the applicable purchase price or license fee for the Products reflects this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because an AiT Product sold or licensed to Customer is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall AiT’s liability for property damage exceed the cost of the Product.

WARNING. (1) AIT PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN.
(2) IN ANY APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE PRODUCTS CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT NOT LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON THE PART OF THE USER OR APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY TERMED "SYSTEM FAILURES"). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM AIT’S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION DESIGNER MAY USE AIT PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY AIT, THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF AIT PRODUCTS WHENEVER AIT PRODUCTS ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE DESIGN, PROCESS AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION.
(3)CUSTOMER UNDERSTANDS AND AGREES THAT AIT HAS NOT TESTED OR CERTIFIED ITS PRODUCTS FOR USE IN HIGH RISK APPLICATIONS INCLUDING MEDICAL LIFE SUPPORT, NUCLEAR POWER, MASS AND AIR TRANSPORTATION CONTROL, OR ANY OTHER POTENTIALLY LIFE CRITICAL USES AND MAKES NO ASSURANCES THAT THE PRODUCTS ARE SUITABLE FOR ANY HIGH RISK USES.
(4) AIT EXPRESSLY DISCLAIMS ALL LIABLIITY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY LIABILITY ASSOCIATED WITH PERSONAL INJURY, ARISING OUT OF CUSTOMER’S USE OR MISUSE OF THE PRODUCT.

OWNERSHIP. The Product and the technology embedded therein or otherwise used to facilitate the Product’s operation is proprietary to AiT and title to such technology and all associated intellectual property rights remains with AiT. Customer acknowledges that (a) all copyrights, trademarks, patents, trade secrets and other proprietary rights in or related to the Product are owned by AiT and (b) that any changes or modifications that AiT makes to the Product as a result of any requests by Customer shall be owned solely and exclusively by AiT and shall not confer upon or convey to Customer any ownership or other rights in the technology and/or intellectual property rights associated with the Product.

INTELLECTUAL PROPERTY. Customer accepts responsibility for, and agrees to indemnify and hold AiT harmless from, any and all liability, damages, claims, costs, or proceedings, including attorney’s fees, arising out of or relating to (a) the failure of Customer to obtain the appropriate license, intellectual property rights, or any other permissions required to support any Products, including but not limited to, the right to make any copies or reproductions of any Customer-provided software or (b) any inaccurate representations regarding the existence of an export license or the eligibility for export of software or other materials without a license. Similarly, Customer shall indemnify, defend and hold AiT harmless against any claims of unfair competition or antitrust violations arising from the actions set forth in subsections (a) or (b) above. The sale of products or any parts thereof hereunder confers upon Customer no license, express or implied, under any rights of AiT, except to the extent any such license is necessary to enable Customer to use the Products as integrated units for their intended purpose. In no event will any such license entitle Customer to reverse engineer, disassemble, decompile, deconstruct, make or manufacture the Products or any components thereof.

LIMITED INDEMNITY AGAINST INFRINGEMENT. AiT shall, at its own expense, defend any litigation resulting from sales of the Products to the extent that such litigation alleges that the Products or any part thereof infringes any United States patent, copyright, or trademark, provided that such claim does not arise from the use of the Products in combination with equipment or devices not made by AiT or from modification of the Products, and further provided that Customer notifies AiT immediately upon its obtaining notice of such impending claim and cooperates fully with AiT in preparing a defense. If Customer provides to AiT the authority, assistance, and information AiT needs to defend or settle such claim, AiT shall pay any final award of damages in such suit and any expense Customer incurs at AiT's written request, but AiT shall not be liable for a settlement made without its prior written consent. If the Products are held to be infringing and the use thereof is enjoined, AiT shall, at its option, either (i) procure for the Customer the right to use the Products, (ii) replace the Products with others which do not constitute infringement, or (iii) remove the infringing Products and refund the payment(s) made therefor by Customer. The foregoing states the Customer's sole remedy for, and AiT's entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Products provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.

FORCE MAJEURE. AiT shall be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of Customer, interruptions of transportation or inability to obtain necessary labor or materials. AiT’s estimated shipping schedule shall be extended by a period of time equal to the time lost because of any excusable delay. In the event AiT is unable to perform in whole or in part because of any excusable failure to perform, AiT may cancel orders without liability to Customer.

SEVERABILITY. In the event of any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this contract will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

INDEPENDENT CONTRACTORS. The relationship of the parties is that of individual independent contractors or of vendor and vendee and nothing contained herein shall be deemed to (i) create a joint venture or partnership among AiT and Customer, or (ii) cause either party or any of their respective officers, agents or employees to be or become the agent or employee of the other party for any reason. To the extent Customer may be deemed a distributor or reseller of AiT, Customer acknowledges and agrees that its appointment as a distributor or reseller of AiT is for a one (1) month term (“Initial Term”), provided that the Initial Term shall automatically renew for additional one (1) month renewal terms (each, a “Renewal Term” together with the Initial Term, the “Term”) unless either party provides five (5) days written notice of its intent not to renew the then current Term. Additionally, either party may terminate such appointment upon fifteen (15) days prior written notice to the other party upon the material breach of the other party of any of the terms and conditions set forth herein, provided that such breach is not cured within such notice period. Upon any termination of the appointment hereunder, Customer shall not be entitled to any termination fees or other statutory damages.

EXPORT CONTROL. Customer will comply fully with all export control laws and regulations of the United States Government and with any applicable laws and regulations of any other country and will indemnify, if requested, AiT for any failure. Customer agrees not to export or re-export either directly or indirectly any technical data furnished hereunder or the direct product of such technical data to any country that, as set forth in the Export Administration Regulations of the United States Department of Commerce, is prohibited.

COMPLETE AGREEMENT. These terms and conditions and all attachments and documents incorporated by reference herein, constitutes the complete and exclusive statement of the terms and conditions of the sale contract between AiT and Customer and supersedes all prior or contemporaneous agreements, representations and/or communications, either oral or written, between the parties hereto or any representative of such parties with respect to the subject matter hereof. No change to this contract or waiver of any provision hereof will be binding on AiT unless made in writing and signed by a duly authorized representative of AiT.

ACKNOWLEDGMENT. Customer acknowledges reading these Terms and Conditions, understands them and agrees to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof.

GOVERNING LAW. With respect to all orders accepted by AiT in the United States, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Customer agrees that it will submit to the personal jurisdiction of the competent courts of the Commonwealth of Virginia and the courts of the United States sitting in the Western District of Virginia, in any controversy or claim arising out of the sale contract. The parties hereby expressly disclaim the operation of the United Nations Convention on the International Sale of Goods.

Rev. 12/13