Quotation Terms and Conditions

1. Any purchase orders issued by buyer (“Buyer”) pursuant to this quotation, including without limitation, these terms and conditions (collectively “Quotation”) must be in writing. All orders received by Nikon Instruments Inc. (“Nikon Instruments”) for products under this Quotation (“Products”) shall be subject to Nikon Instruments' acceptance, and Nikon Instruments reserves the right to reject any purchase order in whole or in part. No purchase order shall be deemed accepted by Nikon Instruments unless acknowledged by Nikon Instruments in writing by an authorized representative of Nikon Instruments at its Melville, NY headquarters. Nikon Instruments reserves the right without prior notice to discontinue the sale of any Products, to change any Products and Product specifications, to allocate any Products, and to cancel any accepted purchase order to the extent of any back-order Products. All sales of Products under this Quotation shall be subject to the terms and conditions contained in this Quotation, and any purchase order or other business form which contains terms or conditions which are in addition to, in conflict with, or inconsistent with, the terms and conditions contained in this Quotation are hereby rejected and such terms and conditions are of no force and effect. Notwithstanding anything to the contrary contained in this Quotation, in the event that Buyer is an entity that is providing procurement services for a separate end user customer identified as the “Ship-To” or similar designation party on the Buyer purchase order (“Procurement End User Customer”) that is contemplated to purchase the Product from Buyer, then in such event (i) Buyer acknowledges, agrees and certifies that Buyer is purchasing the Products from Nikon Instruments for immediate resale by Buyer to the Procurement End User Customer, that Buyer has requested that Nikon Instruments deliver the Products to Procurement End User Customer’s address as shown on the Buyer purchase order and that Buyer shall be deemed to have received the Product once the shipment is delivered to such Procurement End User Customer’s address as evidenced by Nikon’s proof of delivery receipt, (ii) all terms and conditions, including without limitation, all exclusions of damages and liabilities, of this Quotation are deemed also binding on the Procurement End User Customer, (iii) Buyer’s obligation to make payment for the Product is not conditioned or connected in any way whatsoever to Buyer’s receipt of payment from the Procurement End User Customer, (iv) Nikon Instrument’s end user customer limited warranty extends only to the Procurement End User Customer and not to Buyer, and (iv) Nikon Instruments’ accommodation of Buyer’s procurement relationship with the Procurement End User Customer shall not be deemed or otherwise construed to create a relationship with Buyer as a Nikon Instruments Authorized Dealer; instead, Buyer shall be deemed at all times as a surrogate purchaser (with obligation for payment) for the Procurement End User Customer.

2. Buyer’s credit standing shall be established in each instance with Nikon Instruments and Nikon Instruments reserves the right to refuse to ship any orders accepted by it if at any time, in Nikon Instruments’ opinion, Buyer's credit standing becomes impaired or unsatisfactory to Nikon Instruments. Standard payment terms are net thirty (30) days after the invoice date. Any payments made to Nikon Instruments for Products after the due date shall be deemed past due and interest will be charged to Buyer on the past due amount at the lower of a rate of one and one-half (1.5%) percent per month or the maximum rate allowed by law until paid in full.

3. All price quotations for Products provided hereunder are valid for thirty (30) days from date of Quotation unless otherwise expressly stated in this Quotation. After the expiration of this Quotation, Nikon Instruments shall sell Products to Buyer at the prices set forth in Nikon Instruments’ most current Nikon Instruments Price List for Products on the date the order was placed. The order date indicated on each invoice determines the price. Except as stated above in this Section 3, Nikon Instruments reserves the right without prior notice to change prices, charges, and the terms and conditions of sale of all Products. Any tax or other charges imposed by federal, state, or other government authority on the Products referred to in this Quotation shall be paid by Buyer in addition to the quoted price.

4. Cancellation of the purchase order by Buyer can only be made with Nikon Instruments’ written consent. Cancelled orders may be subject to a 15% restocking fee. Cancellations of special orders, custom orders, or specific equipment requiring special factory orders will not be accepted at any time.

5. A. All shipments are F.O.B. Nikon Instruments’ U.S.A. facility from which Products are shipped. Freight charges are for the account of Buyer and will be added to the invoice unless otherwise stipulated by Nikon Instruments. TITLE AND RISK OF LOSS TO PRODUCTS TRANSFER TO BUYER UPON DELIVERY TO THE CARRIER. Dates of delivery are determined from the date of Nikon Instruments’ acceptance of any purchase order or purchase orders by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Nikon Instruments shall not be liable for failure or delay in shipping products under this Quotation for any reason whatsoever. All claims for damage, carton shortage, pilferage, or non-delivery must be made by Buyer to the delivering carrier as Nikon Instruments is not responsible for such claims. Upon request of the Buyer, Nikon Instruments will cooperate in presenting the claim to the carrier providing Nikon Instruments is notified (i) in the case of damage, carton shortage, or pilferage, within three (5) working days after receipt of shipment and the proper claim exception has been noted on the delivery receipt; (ii) in the case of damage or pilferage not readily apparent at the time of delivery, within ten (10) days after receipt of shipment and shipment is left intact until examination is made by carrier; and (iii) in the case of non-delivery, in writing within ten (10) days from date of invoice.

B. Nikon Instruments may ship in installments and shall render a separate invoice for each installment, and Buyer shall pay each such invoice when due, without regard to subsequent shipments. Each installment shall be deemed a separate sale. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept delivery of remaining installments.

6. Buyer shall promptly inspect all products and notify Nikon Instruments in writing of any claims for damages within twenty (20) days of receipt of Product. In the absence of such notification, Products will be deemed accepted upon installation or confirmed delivery if no installation is to be provided, and a waiver by Buyer of any and all such claims.

7. All Products are sold without return privileges. If Nikon Instruments consents to return of Products, Nikon Instruments’ return procedure must be followed.

8. Buyer will be supplied with location specifications for certain Products, such as specifications for power, water, and HVAC. It is the Buyer’s responsibility to ensure that the location intended for such Product meet these specifications prior to delivery of the Product. Failure on the part of the Buyer to fully prepare the intended location to meet such specifications shall not be deemed reason for non-payment of any invoice.

9. Nikon Instruments will defend, indemnify, and hold Buyer harmless from any costs or damages as a result of any third party action or claim brought against Buyer in any court of competent jurisdiction based on an allegation that a Product furnished by Nikon Instruments hereunder constitutes an infringement of a United States patent or copyright of a third party, provided Nikon Instruments is notified promptly in writing of such action or claim, shall have sole control of the defense or settlement of any such action or claim, and shall receive the full cooperation of Buyer in its defense or settlement of any such action or claim. This indemnification shall apply only to actual costs and damages awarded against Buyer and incorporated in a judgment by a court of last resort finding that such Product constitutes an infringement. In no event shall Nikon Instruments be responsible for any special, indirect, punitive, incidental, or consequential damages of any kind whatsoever incurred by Buyer or for any costs or settlements incurred without Nikon Instruments’ prior written consent. In the event a final injunction shall be obtained against Buyer’s use of a Product by reason of such infringement or in the event, in Nikon Instruments’ opinion, a Product is likely to become the subject of an action or claim of such infringement, Nikon Instruments will, at its option, (i) procure for Buyer the right to continue using the Product, (ii) replace or modify the Product so that it becomes noninfringing, or (iii) give Buyer a credit for the Product at an amount based on a depreciated straight line basis over the lifetime of the Product as shall be determined by Nikon Instruments. Notwithstanding anything to the contrary contained in this Quotation, this indemnification, defense and holding harmless shall not apply to (i) any product that is modified or altered in any manner whatsoever by any party other than Nikon Instruments, (ii) the combination, operation or use of technology or products not provided or agreed to by Nikon Instruments where such claim or infringement would not have occurred in the absence of such combination, or (iii) the continuance of allegedly infringing activity after being notified thereof,. IN NO EVENT SHALL NIKON INSTRUMENTS HAVE ANY OTHER LIABILITY TO BUYER AS THE FOREGOING STATES NIKON INSTRUMENTS’ ENTIRE LIABILITY FOR ANY PATENT OR COPYRIGHT INFRINGEMENT ACTION OR CLAIM.

10. OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH IN THE WARRANTY STATEMENT THAT ACCOMPANIES THE PRODUCT, THE “CLICK WRAP” OR “SHRINK WRAP” END USER LICENSE AGREEMENT THAT GOVERNS THE USE OF SOFTWARE PRODUCT, OR THIS QUOTATION, IF ANY, AS THE CASE MAY BE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGMENT, NOR ANY OBLIGATION OR LIABILITY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES ON THE PART OF NIKON INSTRUMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS QUOTATION, NIKON INSTRUMENTS’ LIABILITY ON ANY CLAIM OF ANY KIND ARISING FROM OR RELATING DIRECTLY OR INDIRECTLY TO THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR OR USE OF ANY PRODUCTS FURNISHED BY NIKON INSTRUMENTS SHALL IN NO CASE EXCEED THE PRICE APPLICABLE TO THE PRODUCT OR PART THEREOF WHICH GIVES RISE TO THE CLAIM. IN NO EVENT SHALL NIKON INSTRUMENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

11. This Quotation is personal to Buyer, and Buyer cannot assign or transfer, in whole or in part, its rights or obligations under this quotation nor can Buyer appoint any other person or entity to act for or instead of it without Nikon Instruments’ prior written consent in each instance, and any purported or violative assignment or transfer shall be void and of no force and effect. Any change in Buyer’s ownership (including but not limited to the transfer of shares of Buyer's stock or ownership interest), control or management shall be deemed an assignment or transfer for the purpose of this Section 11. Buyer agrees that Nikon Instruments may at its sole discretion assign this Quotation to an affiliate. For purposes of this Section 11, affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with Nikon Instruments.

12. The failure to enforce at any time any of the provisions of this Quotation shall in no way be construed to be a waiver of such provisions, nor in any way affect the validity of this Quotation or the right thereafter to enforce one or more of the provisions thereof.

13. This Quotation constitutes the entire agreement between Nikon Instruments and Buyer superseding all prior agreements, if any, in connection with the sale of Products listed in this Quotation. Neither this Quotation nor any provisions hereof may be modified, waived, amended, or discharged except by an instrument in writing signed by both Nikon Instruments and Buyer.

14. If at the time of purchase of Products there is a contract in place between Nikon Instruments and any organization under which contract the Buyer is eligible to purchase Products, Buyer’s purchase order is deemed placed under said contract and the terms in such contract shall take precedence over this Quotation. In such case however, this Quotation shall continue to take precedence over and supersede any additional or conflicting terms and conditions set forth in the Buyer’s purchase order or in any other communication from the Buyer and not included in said contract.

15. THIS QUOTATION IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS QUOTATION, THE BREACH OR TERMINATION THEREOF, THE RELATIONSHIP OF THE PARTIES AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE FINALLY DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. ARBITRATION SHALL BE CONDUCTED IN NEW YORK CITY UNLESS THE PARTIES AGREE IN WRITING OTHERWISE. ANY AWARD, ORDER OR JUDGMENT RENDERED PURSUANT TO SUCH ARBITRATION SHALL BE FINAL, SHALL INCLUDE THE REASONABLE ATTORNEYS' FEES OF THE PREVAILING PARTY, SHALL NOT INCLUDE PUNITIVE DAMAGES AND MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY AGREES TO SUBMIT TO THE JURISDICTION OF ANY COURT SITTING IN NEW YORK STATE FOR PURPOSES OF THE ENFORCEMENT OF ANY SUCH AWARD, ORDER OR JUDGMENT.

16. Notices given pursuant to this Quotation shall be in writing and shall be deemed given when the same are mailed postage prepaid by registered or certified mail, return receipt requested, or shipped by a nationally recognized overnight courier with tracking capability, shipping prepaid, in the case of Buyer, to Buyer at the address set forth on the face of the Quotation and in the case of Nikon Instruments, to Nikon Instruments Inc., Attention NII Sales Administration Manager, 1300 Walt Whitman Rd, Melville, NY 11747; or such other addresses as may be designated in writing by either party and sent in accordance with this Section 16.

17. If any of the provisions of this Quotation shall be determined to be invalid for any reason, the remaining provisions shall not thereby be invalidated and such remaining provisions shall to the extent practicable remain in full force and effect.

18. BUYER SHALL NOT, DIRECTLY OR INDIRECTLY, TRANSMIT, DELIVER, SEND OR EXPORT ANY PRODUCT TO ANY FOREIGN COUNTRY (i) IN VIOLATION OF ANY OF THE UNITED STATES EXPORT CONTROL LAWS OR REGULATIONS, AND (ii) WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN CONSENT OF NIKON INSTRUMENTS.

19. Buyer represents and warrants that it shall not, directly or indirectly, (i) condone, permit, or engage in bribery, corruption, or unethical practices in any and all business transactions being performed in connection with or as a result of this Quotation with any person or entity in either the public or private sector, or (ii) offer, give, request or receive any money, gratuity, gift, entertainment, hospitality or other benefit to or from any person or entity including without limitation, any employee, agent or representative of Nikon Instruments for the purpose of influencing or securing an improper business advantage. Further, Buyer represents and warrants that it is and will remain in compliance with any applicable U.S. anti-bribery and anti-corruption laws and regulations, including without limitation, the Foreign Corrupt Practices Act, as well as the anti-bribery and anti-corruption laws of the United States and any other applicable anti-bribery or anti-corruption laws or regulations. In the event Buyer violates any of its foregoing representations or warranties, Nikon Instruments shall have the right to immediately terminate this Quotation without any liability, damages, penalties, costs and expenses of any kind. In addition, in the event Buyer violates any of its foregoing representations or warranties, Buyer shall indemnify and hold harmless Nikon Instruments, its parent and affiliate companies and all director, officers and employees of the foregoing from and against any and all claims, liabilities, damages, losses, costs and expenses including without limitation its attorneys' fees resulting from, related to or arising out of its violation of any such representations or warranties.

EFFECTIVE DATE MARCH 22, 2023

F-489b-2