Allen-Bradley 5069-IB16 CompactLogix 5000 16-Pt DC Input Module For Sale

STANDARD TERMS AND CONDITIONS OF SALE

All sales of equipment described on the attached CRITICALSUPPLY CO quotation or order acknowledgment shall be deemed to incorporate the following terms and conditions:

Unless otherwise agreed in writing: (a) all equipment shall be shipped EXW (INCOTERMS 2020) from the location ("Equipment Location") specified on the applicable quotation, order acknowledgment or sale agreement; (b) title and all risk of loss shall pass to Buyer when the equipment has been made available to Buyer at the Equipment Location, or at any other destination specified in the quotation or sale agreement, regardless of any provision for payment of freight or insurance or the form of shipping documents; (c) Buyer shall pay all brokerage, packing, crating, loading, transportation, export, customs and insurance costs; and (d) any equipment held by CRITICALSUPPLY CO for Buyer shall be at Buyer's risk and expense.

Quoted prices do not include any customs duties, sales, use, value added, excise or similar taxes. All such duties or taxes shall be paid by Buyer unless Buyer has provided CRITICALSUPPLY CO with an appropriate resale or exemption certificate.

Unless otherwise agreed in writing, Buyer shall pay the purchase price in full prior to taking possession of any equipment. Payment shall be made in US dollars by wire transfer.

All sales of equipment consist of hardware items only and do not include a sale or license of software in any form, regardless of whether such software has been packaged with, integrated into or otherwise embedded within the hardware. Any software included with the equipment may be the property of a third party. Buyer shall destroy all such software or obtain an appropriate license for its continued use.

Except as otherwise agreed in writing, the equipment is being sold "as is", with all faults and defects, latent and patent, and without warranty of any kind. CRITICALSUPPLY CO expressly disclaims all warranties, expressed or implied, including (a) any warranty of merchantability or fitness for a particular purpose or (b) any warranty that the equipment is free of claims of intellectual property infringement (including patent, trademark, copyright or trade secret infringement). No oral or written information or advice given by CRITICALSUPPLY CO or any representative of CRITICALSUPPLY CO shall create any warranty.

Notwithstanding anything herein or in any order acknowledgment or quotation to the contrary, CRITICALSUPPLY CO may cancel or terminate the equipment sale contemplated herein for any reason at any time before CRITICALSUPPLY CO has released physical possession of the equipment to Buyer or its freight forwarder. In the event of any such cancelation or termination, CRITICALSUPPLY CO shall return to Buyer all funds that Buyer has paid to CRITICALSUPPLY CO in respect of the equipment but Buyer shall not have any other claim against CRITICALSUPPLY CO for canceling or terminating the sale transaction.

In no event shall either party be liable for any lost profits, lost production, or downtime, or any indirect, special, incidental, consequential, or punitive damages, regardless of the circumstances or legal theory underlying any claim for such damages.

The equipment may be subject to export control restrictions under the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), the Foreign Assets Control regulations of the U.S. Treasury Department and/or export control laws of other jurisdictions. If any of the equipment requires one or more export control licenses to be sold to Buyer, CRITICALSUPPLY CO shall seek to obtain such licenses from the applicable authorities as promptly as practicable. Buyer shall provide CRITICALSUPPLY CO with all information and assistance reasonably necessary to pursue such licenses. Buyer shall also provide CRITICALSUPPLY CO with any "end user" statements or similar Buyer assurances reasonably requested by CRITICALSUPPLY CO in order to obtain a license or to confirm that a license is not required. CRITICALSUPPLY CO shall not be obligated to release the equipment for shipment until CRITICALSUPPLY CO has received all licenses, end user statements or other assurances that CRITICALSUPPLY CO determines to be reasonably necessary under the circumstances.

Buyer hereby confirms that it will not use any equipment in any activity related to the design, development, production, use or maintenance of missiles, rocket systems, unmanned air vehicles, nuclear, chemical or biological weapons, or any other nuclear activities, and that it will not transfer, export or re‐ export, directly or indirectly, any equipment to any party engaged in any such activity, in each case without first obtaining all required licenses. Buyer further confirms that it shall not make any equipment available to any party restricted from receiving or prohibited from using it by the EAR or other laws, and will not transfer, export, re‐export or resell any of the equipment other than in compliance with any export control laws that may apply.

The equipment has previously been used in a semiconductor manufacturing process that entailed the use of hazardous and/or toxic substances. Although the original owner of the equipment may have endeavored to clean and decontaminate the equipment, it is nonetheless possible that residual amounts of hazardous and/or toxic substances may remain on or in, or have leached into, the equipment or certain components of the equipment. Accordingly, proper protective gear and clothing, and proper safety methods, should be used at all times when handling or using the equipment. Buyer shall provide the same disclosure regarding hazardous/toxic substances to any subsequent purchaser of the equipment.

The sale transaction and all related documents shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of laws principles. Any dispute arising under or relating to the sale agreement or any related documents shall be subject to the exclusive jurisdiction of state and federal courts sitting in the State of New York. Buyer hereby waives any objection that it may have to the jurisdiction of such courts or their suitability as a forum for resolving any such disputes