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<br />22619780v9
<br />Software License: Products containing software owned by BAUER are subject to the terms and conditions of the License
<br />Agreement for Embedded Software (“License Agreement”) found at www.bauercomp.com, which License Agreement is hereby
<br />incorporated by reference and made part of these Conditions of Sale.
<br />Ownership: BAUER uses its own proprietary information and intellectual property, combined with commercially available off-the-
<br />shelf products, to manufacture BAUER products. Accordingly, in the absence of an express written agreement to the contrary,
<br />signed by BAUER, BAUER reserves the right to sell any BAUER product to any of its other customers, even a product that has been
<br />designed and customized for a specific Purchaser need or purpose, to a Purchaser’s specified design, or with Purchaser’s design
<br />input. Any Purchaser claim of exclusivity for a particular BAUER product, or any claims of specific intellectual property or proprietary
<br />information protection asserted by Purchaser, as to any particular BAUER product, must be asserted, in writing, in advance of BAUER
<br />entering into a binding contract with Purchaser to manufacture or sell a BAUER product for the Purchaser, or any such claim will be
<br />forever waived. Nothing contained herein shall, or shall be deemed to, assign, transfer or convey any BAUER proprietary information
<br />or intellectual property, or any rights, title or interest therein, to Purchaser. BAUER expressly reserves for itself and retains all
<br />proprietary information and intellectual property, and all rights, title and interest in and to all such proprietary information and
<br />intellectual property. Purchaser shall not, and shall not authorize or cause any other person to, reverse engineer, decompile or
<br />otherwise duplicate BAUER’s products, proprietary information or intellectual property.
<br />Weights: Catalog weights are approximate and vary with equipment specifications.
<br />Limitation of Action: Purchaser must give BAUER written notice of any claim asserted against BAUER arising out of BAUER’s sale of
<br />products or services to Purchaser within ninety (90) days of any such claim arising, or the claim will be barred. Any suit must be
<br />filed within one (1) year of the claim arising, or the suit will be barred by the parties’ agreement herein to a one-year statute of
<br />limitations.
<br />Changes: Notice of changes in orders must be made and accepted in writing by BAUER. If work is in process for special equipment,
<br />Purchaser will be charged accordingly. Any sales order change requested after the date reflected on the sales order (the sales order
<br />change window) will incur a change order fee of $100 or 3% of the sales order value, whichever is greater.
<br />Material Returned for Credit: New part returns, and warranty returns must be handled expeditiously. Goods purchased by the
<br />Purchaser may, with the written consent of BAUER, be returned under the terms and conditions of the BAUER warranty and
<br />procedures manual, provided the product is new, in unused condition, in current production and/or regularly carried by BAUER as a
<br />stocked item. Purchaser must notify BAUER of shortages in writing within ten (10) working days of receipt of product. Return of
<br />goods must be within thirty (30) days for the product to be considered for warranty or credit. Items shall be sent freight prepaid by
<br />Purchaser to a location specified by BAUER. After products have been inspected, accepted and restocked the purchase price paid by
<br />the Purchaser shall be credited less the total of the transportation cost and reasonable restocking charges, if applicable, charged by
<br />BAUER.
<br />Minimum Billing: Orders for less than $100 net will be billed at $100 plus a $25 fee and all transportation and insurance charges.
<br />Expediting Fee: Orders for non-warranty parts placed for same day shipment after 3:00 PM Eastern Time will carry an additional
<br />charge of $75. Courier service will be used. Same day UPS shipments terminate at 2:00 PM.
<br />Compliance with Laws: BAUER will comply with all applicable federal, state and local laws and specifically represents that any
<br />goods to be delivered hereunder will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as
<br />amended.
<br />Controlling Law: This Agreement and all claims, controversies, disputes and actions related to this Agreement or the relationship
<br />created thereby shall be governed, enforced, construed and interpreted according to the internal laws of the Commonwealth of
<br />Virginia, without regard to its choice of law principles. It is further expressly understood and agreed that this agreement shall be
<br />deemed to have been executed in the City of Norfolk, and to have been performed in the City of Norfolk, Commonwealth of
<br />Virginia.
<br />Dispute Resolution: The parties agree to attempt to settle all disputes, controversies or claims, whether based on contract, tort,
<br />statute, fraud, misrepresentation or any other legal theory, through good faith negotiations. If such negotiations fail to resolve the
<br />dispute within fifteen (15) days of the date of the initial demand for negotiations, then the parties shall refer the dispute (except
<br />those set forth below) to final, binding arbitration in Norfolk, Virginia, under the then current Commercial Arbitration Rules of the
<br />American Arbitration Association. This provision shall apply to all claims, regardless of when those claims arose or accrued. BAUER
<br />reserves the right to bring in court any claims for equitable relief, including specifically for injunctive relief, and to bring any claims
<br />for recovery of outstanding invoices directly in court, foregoing the negotiation and arbitration otherwise called for in this paragraph.
<br />For matters not subject to arbitration, as set forth above, any action at law, suit in equity or judicial proceeding relating to this
<br />Agreement or any provision hereof (including any suit to compel arbitration) shall be instituted only in the applicable Virginia state
<br />court situated in Norfolk, Virginia or in the United States District Court for the Eastern District of Virginia, Norfolk Division. BAUER
<br />and the Purchaser hereby consent to the exclusive jurisdiction of such courts and acknowledge that such courts have personal
<br />jurisdiction over them and agree that venue is proper in those courts. BAUER and the Purchaser hereby waive the right to a jury
<br />trial in any such suit or action.
<br />Attorney’s Fees: In the event BAUER employs an attorney because of a violation of any term or provision of this Agreement by the
<br />Purchaser, the Purchaser shall pay and be liable for reasonable attorney’s fees, expert fees, and court costs incurred by BAUER,
<br />including an allowance for fees required in post judgment collection efforts.
<br />Entire Agreement: This Agreement, including the License Agreement incorporated by reference herein, sets forth the entire
<br />understanding of the parties hereto and supersedes all other agreements or representations, oral or written, regarding the subject
<br />matter of this Agreement.
<br />Severability: Any determination that any provision hereof is illegal, or void, shall not affect the remaining provisions hereof, which
<br />shall continue in full force and effect.
<br />BAUER Form TC(S) Rev 6/2026
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<br />Docusign Envelope ID: 3088CA5E-7AAF-880A-8270-E0349071C5A2
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