MAS - Telesis Technologies, Inc. - GS25F0042R

05.13.2024 1

STANDARD TERMS & CONDITIONS

Rev May 13, 2024

1. CONTRACT. Any acceptance by TELESIS TECHNOLOGIES, INC.

(TELESIS) of the Buyer’s order is expressly conditional on the Buyer’s assent to the terms and conditions contained herein. In the event of conflict between the quotation and these terms and conditions, the quotation will prevail. Quotations issued by a TELESIS field office or

Sales Representative are not offers and should not be construed as offers to sell. Such quotations issued are not binding on TELESIS unless expressly confirmed in writing by TELESIS Headquarters at

Circleville, Ohio. All orders are received subject to acceptance by

TELESIS at said Headquarters.

2. PRICES. (a) The prices shown in published price lists and other published literature issued by TELESIS are not offers to sell and are subject to change without notice. (b) Prices stated in the contract are firm except where delivery and/or performance by TELESIS is specified to occur after or is excusably delayed beyond the six (6) months period immediately following the date of contract. In such case, contract prices shall be adjusted to reflect those TELESIS prices or rates in effect at time of such delivery or performance. (c) All prices are

EXW or FOB TELESIS Plant. (d) Minimum order is $150.

3. TAXES. The TELESIS prices do not include any applicable sales, use, excise, or similar taxes; and any such taxes which TELESIS may now or hereafter be required to pay or collect shall be billable to the Buyer as a separate item unless the Buyer has furnished the Company with a tax exemption certificate acceptable to the taxing authorities.

4. DUTIES. The TELESIS prices do not include any import duty that may be required to ship TELESIS equipment into a foreign country or to import foreign manufactured equipment for resale in another country. If TELESIS is required to pay such duties, they will be billed to the Buyer as a separate item.

5. INSTALLATION. Unless specifically quoted and agreed to, the

TELESIS prices for equipment do not include installation and/or final on-site testing, training or adjustment. Any such service performed by

TELESIS shall be billable to the Buyer as a separate item at the published TELESIS Service Charge Schedule.

6. ADDITIONAL MATERIALS & EQUIPMENT. The TELESIS prices for equipment do not include positioning or mounting materials, or conveyors or other material handling equipment, unless specifically noted in the formal quotation. The Buyer will be responsible for supplying and connecting all utilities including water, clean air, and electricity to the TELESIS supplied equipment. The Buyer will also be responsible for the proper connection and implementation of all communication and control interfaces such as host computer interface, PLC interface etc.,

7. PAYMENT. Unless otherwise expressly stated in the TELESIS acceptance, payment terms are cash (United States dollars), net 30 days from date of invoice. Amounts past due are subject to a service charge of 1.5% per month or fraction thereof. TELESIS reserves the right to restrict the terms of payment or to require payment prior to time of shipment if, in TELESIS’ opinion, circumstances do not warrant shipment under the terms originally specified in the contract documents. The unpaid balance of this contract shall immediately become due and payable for: (a) any attempt by the Buyer to sell or transfer possession of TELESIS furnished equipment; (b) removal by the Buyer of TELESIS furnished equipment; (c) upon loss or destruction of the machines; (d) failure by the Buyer to make payments as provided for in the contract; (e) impaired Credit of the Buyer as determined in the sole judgment of TELESIS. TELESIS may enter any facility and repossess this equipment without legal process and retain as rental all monies paid.

8. SECURITY INTEREST. TELESIS retains a security interest in the equipment furnished by it under the contract until the full purchase price has been paid. The Buyer agrees, promptly upon request by

TELESIS, to execute such Uniform Commercial Code financing statements, as TELESIS deems necessary to perfect such security interest. No equipment furnished by TELESIS shall become a fixture by reason of being attached to real estate. The Buyer’s failure to pay any amounts when due gives TELESIS the immediate right to possession and removal of the equipment without legal process and without being guilty of forcible entry and detainer. TELESIS at its option may elect to retain as rental all monies paid.

9. DELIVERY. Delivery dates indicated in the contract documents are approximate and are based on prompt receipt of all necessary information regarding the equipment covered by the contract.

TELESIS will make every effort to meet the indicated delivery dates, but cannot be held responsible for its failure to do so due to fire, war, civil commotion, strikes, failure of transportation, any act of God, or other cause beyond its control. In the event of any delay in delivery caused by the Buyer, TELESIS will store and handle all items ordered at the Buyer’s risk and will invoice the Buyer for the unpaid portion of the contract price, on or after the date on which the equipment is ready for delivery. This amount will become due and payable in full within

30 days from invoice date. A monthly storage and extra handling charge of 1% per month or any fraction thereof will be applied. The contract price covering stored equipment shall be billable as a separate item.

10. SHIPPING. Unless otherwise provided in the contract, TELESIS will select the method of transportation and routing for equipment sold

EXW or FOB TELESIS Plant and shipment may be made freight collect. Laser Systems typically require air ride vans.

11. CHANGES. The Buyer may, with the express written consent of

TELESIS, make changes in the specifications for equipment or work covered by the contract. In the event that TELESIS accepts such changes, the contract price and delivery dates shall be equitably adjusted. TELESIS shall be entitled to payment for reasonable costs and expenses incurred by it for work and materials rendered unnecessary as a result of such changes and for work and materials required to effect said changes, plus TELESIS’ usual profit thereon.

12. CANCELLATION. Equipment or work that remains to be furnished under the contract may be canceled by the Buyer only with the express written consent of TELESIS. In the event of such cancellation, TELESIS is entitled to payment for the cancelled project, per the following:

Standard Products: 25% cancellation penalty of the contract price if order is cancelled 30 days or more prior to scheduled shipment or 50% cancellation penalty if order is cancelled less than 30 days prior to scheduled shipment.

Custom Products: 25% cancellation penalty of the contract price if cancelled 90 days or more prior to scheduled shipment; 50% penalty if cancelled 60-89 days prior to scheduled shipment; 75% penalty if cancelled 30-59 days prior to scheduled shipment, or a

100% penalty if cancelled less than 30 days prior to scheduled shipment.

13. RETURNS. In the event that Buyer desires to return a standard product (system or spare parts) purchased from TELESIS, please contact Customer Support within 14 days from date of shipment for approval and a Return Merchandise Authorization # (RMA#). Returns will not be accepted after 14 days and/or without an RMA #. Any/all returns are at TELESIS’ sole discretion and are subject to a minimum

25% restocking fee. Returned items are subject to inspection by Telesis for damage, abuse, etc. prior to issuance of any credit – any damage, etc. will reduce the amount of credit issued, again at TELESIS’ sole discretion. Returns of custom products are NOT permitted at any time.

14. WARRANTIES. TELESIS expressly warrants the equipment manufactured by it as set forth herein (Section 24). TELESIS makes no other warranties, either expressed or implied (including without limitation warranties as to merchantability or fitness for a particular purpose). In addition, the following shall constitute the sole and exclusive remedies of the Buyer for any breach by TELESIS of its warranties hereunder.

14.1. STANDARD PINSTAMP and LASER PRODUCTS. All

TELESIS standard products are warranted against defects in workmanship and materials from date of original shipment by

TELESIS to the Buyer, subject to limitations hereinafter set forth. Should any such defects be found and reported during the warranty period, TELESIS will, at its option, repair, replace, or issue credit for the system involved, after it is returned, freight prepaid to TELESIS TECHNOLOGIES, INC. Laser products being returned to Telesis for repair are to be shipped in the original shipping packaging or Telesis-approved packaging material. Units will be inspected and documented upon arrival.

Customers failing to ship a laser unit in an approved shipping container and/or packaging are responsible for any and all damage incurred during shipment. If Buyer is unable to obtain or provide proper shipping material, shipping material can be purchased from TELESIS for a nominal charge that can be added to the cost of the repair. As an additional option, TELESIS reserves the right to correct such deficiencies at the owner’s facility, furnishing necessary replacement parts, provided the equipment owner agrees to pay all of the field service engineer’s expenses, including travel to and from

TELESIS and the service location, and reasonable living expenses. If a field service engineer’s services are required by

05.13.2024 2 the equipment owner during other than normal TELESIS work hours, TELESIS shall furnish such service, provided the equipment owner agrees to pay the prevailing difference between normal and overtime TELESIS service rates, in addition to expenses. Excluded from the scope of this warranty are any components deemed by TELESIS to be wear items.

Wear items are those that, due to their intended use, will naturally degrade and not be usable over an extended period of time. See Section 25 for items covered, warranty periods and wear items excluded.

14.2. CUSTOM-ENGINEERED SYSTEMS. Any TELESIS

standard product utilized in a custom engineered system manufactured by TELESIS is warranted as described in

Section 14.1 above. Custom-engineered equipment manufactured by TELESIS is warranted against defects in workmanship and materials for a period of one year from the date of original shipment by TELESIS to the Buyer, subject to limitations hereinafter set forth. Should any such defects be found and reported during the warranty period, TELESIS will, at its option, repair, replace, or issue credit for the custom-engineered system involved, after it is returned, freight prepaid to TELESIS. As an additional option, TELESIS reserves the right to correct such deficiencies at the owner’s facility, furnishing necessary replacement parts, provided the equipment owner agrees to pay all of the field service engineer’s expenses, including travel to and from TELESIS and the service location and reasonable living expenses. If a field service engineer’s services are required by the equipment owner during other than normal TELESIS work hours, TELESIS shall furnish such service, provided the equipment owner agrees to pay the prevailing difference between normal and overtime TELESIS service rates, in addition to expenses. Charges for expediting delivery of replacement parts will be borne by the equipment owner.

14.3. NON-TELESIS PRODUCTS. TELESIS does not warrant any

equipment, components, or parts sold to the Buyer but not manufactured by TELESIS; but, to the extent that TELESIS may lawfully do so, TELESIS hereby transfers and assigns to the Buyer any warranty given to TELESIS by the manufacturer of such equipment, components, or parts.

14.4. SOFTWARE. TELESIS warrants that the program medium on

which the Software is recorded and the Documentation provided will perform to the documentation provided by

TELESIS. TELESIS warrants that the Software will be also perform to the documentation provided by Telesis when installed in accordance with TELESIS’ instructions. The warranty shall not apply when the Software is operated concurrently with other software programs not supplied by

TELESIS or if defects occur as a result of interaction from software products not supplied by TELESIS to the Buyer. If the Software does not meet the above warranty and the Buyer promptly notifies TELESIS in writing and provides the description of the error and complete information about the manner of its discovery, and the Software is within the warranty period as stated in 13A and 13B, TELESIS will correct the error

(at its option):

A. by modifying the erroneous program.

B. by making available to the Buyer instructions for modifying any erroneous program, or

C. by making available at TELESIS’ Plant necessary corrected or replacement programs.

15. GENERAL. The foregoing warranties shall not apply to any equipment where the installation, maintenance, calibration, or servicing of such equipment is made by other than personnel authorized by TELESIS, or where equipment is operated above rated load capacity, or subject to accident, alteration, misuse, abuse, or failure on the part of the Buyer to ensure proper storage, operation and maintenance of the equipment.

In no event shall TELESIS be liable for any type of special, consequential, incidental or penal damages, whether such damages arise out of or are a result of breach of contract, warranty, tort

(including negligence), strict liability or otherwise; such damages shall include but not be limited to loss of profits or revenues, loss of data, loss of use of the software, loss of use of the equipment or associated equipment, cost of substitute equipment, facilities, down-time costs, increased construction costs or claims of the Buyer’s customers or contractors for such damages. TELESIS may, at its option, use reconditioned replacement parts when performing warranty work.

16. INSURANCE. TELESIS maintains Worker’s Compensation

Coverage with the State of Ohio regardless of the place services are performed. TELESIS also maintains Comprehensive and Automobile

Liability coverage with at least a $1,000,000 limit per occurrence.

Certificates of coverage are available on request. Naming of a customer as Additional Named insured will be subject to a charge.

17. PATENT INFRINGEMENT. TELESIS makes no representations as to whether the goods being sold are free of the rightful claim of any third person by way of infringement or similar claims and disclaims any warranty against infringement or similar claims with respect to the goods. No grant of license in TELESIS patents, trademarks, or copyrights is given herein.

18. CONFIDENTIAL INFORMATION. Selected software and hardware, drawings, diagrams, manuals, specifications, and other materials furnished by TELESIS relating to the use and service of articles furnished hereunder, including any information, may be identified as proprietary to TELESIS. Such software and hardware, diagrams, manuals, drawings, specifications and other materials, have been developed at a great expense and are considered to be trade secrets of TELESIS. The Buyer may not reproduce in any way without the expressed written permission of TELESIS, such diagrams, drawings, manuals, specifications and other materials, except as needed to operate and maintain the equipment supplied by TELESIS. All documents and/or materials aforementioned relative to the articles, supplied directly by TELESIS (except information as may be established to be in the public domain or disclosed pursuant to judicial or Government action) shall be received in confidence and the Buyer shall exercise reasonable care to hold such information in confidence.

19. DRAWINGS AND MANUALS. One complete set of standard operation, installation and/or maintenance manuals, in English, will be delivered with each system. On Custom-Engineered Systems, a custom addendum will be provided which will include custom operational procedures and custom drawings. For either Custom or Standard

Systems, should the Buyer, or the Buyer’s agent, require additional copies of Manuals, then additional charges shall be made.

20. PERMITS. The Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the equipment furnished under the contract.

21. PREVAILING LAW. This contract shall be governed in accordance with the laws of the State of Ohio. Should any term or condition contained in the contract contravene or be invalid under applicable law, the contract shall not fail by reason thereof, but shall be construed in the same manner as if such term or condition has not appeared here.

22. CHOICE OF FORUM. TELESIS and the Buyer agree that jurisdiction and venue for all actions with respect to this contract shall be proper only in the Pickaway County, Ohio, Court of Common Pleas and the United States District Court for the Southern District of Ohio.

23. TIME LIMIT FOR BRINGING SUIT. Any action for breach of contract or breach of warranty must be commenced within six (6) months following the expiration of the applicable warranty period.

24. DEFAULT. Should the Buyer default on a contract of which this instrument is a part, the Buyer agrees to pay additionally 15% of the amount involved as attorney’s fees.

25. WARRANTY PERIOD TABLE – STANDARD PRODUCTS. (See next page)

05.13.2024 3

WARRANTY PERIOD TABLE – STANDARD PRODUCTS

*NOTE: Determination as to warranty eligibility is at Telesis’ sole discretion. Items are subject to inspection by

Telesis for damage, wear, etc. prior to warranty replacement.

TELESIS ITEM(S) INCLUDED IN

WARRANTY

EXCLUDED FROM

WARRANTY

WARRANTY PERIOD*

PINSTAMP® Impact Marking Systems &

TeleScribe® Scribe Marking Systems

Marking Head, Controller, Pneumatic Regulator, Accessories ordered w/system

Impact Pins, Scribe Pins, Pin Cartridge Assembly, Solenoid, Pushbuttons, Slide

Plates

24 Months from Date of Shipment from Telesis

12 Months for IZONIT Option (where offered – Pinstamp only)

BenchMark® Impact Marking Systems &

NOMAD Marking Systems

Marking Head

Controller

Impact Pins, Pin Cartridge

Assembly, Solenoid, Pushbuttons

12 Months from Date of Shipment from Telesis

24 Months from Date of Shipment from Telesis only for the

BenchMark 320/520Izonit Marking System

Fiber Laser Series

APEX 200

(Diode Pumped Fiber Lasers)

Fiber Laser Source, Controller, Galvo, RTC Card w/Cable, Mirrors, Lenses, Filters, Fiber-Optic Cables, Back Reflection Isolator

Assy, Optics & Consumables

24 Months Source only (Failure occurs at <85% of Rated Power)

12 Months on all other components (including Vari-Z or IZONIT)

Warranty begins at Date of Shipment from Telesis

Summit Pro

(Diode Pumped Fiber Lasers)

Fiber-Optic Cables, Back Reflection Isolator

Assy, Optics & Consumables

24 Months Source only (Failure occurs at <85% of Rated Power)

12 Months on all other components (including Vari-Z or IZONIT where offered)

XpressMark Lasers

(Q-Switch Pulsed Fiber Lasers)

Optics & Consumables

Stiletto 60W MOPA (Class 1)

Fiber Laser Source, Controller, Galvo, E Series Lasers

(End Pumped Diode Lasers)

Laser, Controller, Galvo, RTC Card w/cable, Fiber-Optic Cables

24 Months Diodes only (Failure occurs at <85% of Rated Power)

12 Months on all other components (including IZONIT where offered)

CO Series Lasers

(CO2 Lasers)

Laser, Controller, Galvo, RTC Card w/Cable, UV Series Lasers

UV/One, UV Kryo

(UV Lasers)

Laser Source, Controller, Galvo, RTC Card w/cable, UV/One: 15 Months Source (Failure occurs at <85% of Rated Power); balance of system 12 Months from Date of

Shipment from Telesis*

UV Kryo: 12 months from Date of Shipment from Telesis*

*Including IZONIT or Vari-Z where offered. (Failure occurs at

<85% of Rated Power)

Spare Parts

Spare parts (except as specifically excluded)

Impact Pins, Cartridge Assy, Solenoid, Filters, Mirrors, Pushbuttons, Mirrors, Lenses, Fiber-Optic Cables, 90 Days from Date of Shipment from Telesis

Service & Repairs

Spare parts (except as specifically excluded)

Same as Spare Parts Above

120 Days from Date of Shipment from Telesis or Service Date against failure of the same issue that was corrected on the Repair or Service order

Optional Accessories

(ordered separately from system)

Accessories

Same as Spare Parts above