TERMS AND CONDITIONS | JME ADVANCED INSPECTION SYSTEMS

TERMS AND CONDITIONS OF SUPPLY (AF30 R2)

1. SCOPE

1.1 In these Conditions: “Contract” means the contract for the supply of goods and/or services by the Supplier to the Buyer in accordance with these Conditions; “Supply” means any supply by the Supplier to the Buyer including the supply of Goods and/or services; “Buyer” means the party buying Goods or procuring Services and shall include, if the context so permits, its agents or sub‐contractors; “Supplier” means JME Ltd (company registration number 02056386); “Purchase Order” means an order placed with the Supplier by the Buyer; “Goods” means consumable materials, equipment, equipment components, spare parts, software and other goods and materials which the Supplier has agreed to sell to the Buyer; and “Services” means any services supplied by the Supplier to the Buyer.

1.2 These Conditions apply to and are deemed to be incorporated in all contracts for Goods and Services to be supplied by the Supplier to the Buyer and shall apply to and prevail over all conditions endorsed on, delivered with or contained in Buyer’s purchase terms, or any Purchase Order, or other documentation. No modification to these Conditions shall be valid unless in writing and duly signed by a person authorised by the Supplier. All Purchase Orders are subject to acceptance by the Supplier and shall constitute an offer by the Buyer to enter into a Contract.

1.3 Once accepted, the Purchase Order (save for any Buyer standard terms as outlined in clause 1.2 above) and these Conditions shall constitute the Contract between the Buyer and the Supplier for the Supply and shall constitute the entire agreement between the Buyer and Seller in relation to the Supply. For the avoidance of doubt, no Contract shall come into existence unless and until the Supplier has issued written notice of acceptance of the Buyer’s offer (whether via Purchase Order or otherwise), which will normally be via the issue of a sales order confirmation

2. PRICE QUOTATIONS

2.1 Prices quoted for (a) standard Goods and Services remain valid for 7 (seven) days unless otherwise specified; and (b) non‐standard Goods and Services are estimates only and may be increased without notice in the event of increases in the Supplier’s costs of (including, but not limited to): (i) transport, labour and materials; (ii) handling of, and compliance with laws and regulations concerning hazardous materials; (iii) handling, delivery and shipping; (iv) energy or fuel; and/or (v) any other costs of supply or of the Supplier’s performance arising between the time of quotation and the time of supply.

2.2 Prices quoted are exclusive of all applicable taxes, including but not limited to, any value added tax, Federal, state and/or municipal excise, sales and/or use taxes, levies and duties of any nature whatsoever (“Taxes”) applicable to the Goods and Services. All taxes shall be paid by Buyer unless Buyer provides Supplier with an exemption certificate acceptable to the relevant taxing authority.

3. INSPECTION AND TESTING

3.1 Whilst the Supplier will use reasonable endeavours to ensure Goods are of satisfactory quality before supply, an additional charge will be made for any tests or trial runs carried out at the Buyer’s request. In the event that the Buyer does not attend such tests after 14 days’ notice, the Supplier shall be entitled to perform the tests in the Buyers absence and the Goods will be deemed to be accepted by the Buyer.

4. SUPPLY

4.1 Unless otherwise agreed in writing all shipments shall be made EXW (Incoterms 2010) by JME Ltd. The Buyer may request other delivery arrangements on terms to be agreed. The Risk of damage to or loss of Goods shall pass to the Buyer once made available by the Supplier in accordance with these Conditions (unless otherwise agreed in writing) and the Buyer shall indemnify the Supplier against all loss of, or damage to, the Goods from this time.

4.2 The Buyer will supply the Supplier with any delivery instructions promptly on the Supplier’s notification to the Buyer that the Goods are ready for shipment. If all appropriate delivery instructions, documents, licenses or authorisations are not received in a timely fashion, or if the Buyer requests for one or more shipments to be postponed for more than 10 days after the date the Buyer is notified that the Goods are ready for shipment, the Supplier shall be entitled to make arrangements for storage of the Goods at the Buyer’s risk and expense and to charge the Buyer accordingly. In such case, the Supplier’s obligation to deliver the Goods will be deemed satisfied and the Buyer will be responsible for the risk of loss of, or damage to, the Goods and for paying the purchase price.

4.3 The Buyer agrees to comply with all laws, rules and regulations applicable to the Supply and to obtain all permits, licenses and authorisations or certificates that may be required in connection with the Supply. The Buyer shall not export or re‐export, directly or indirectly, Goods or information pertaining thereto to any country in respect of which an export licence or governmental approval is required without first obtaining such licence or approval. The Buyer must obtain, at the Buyer’s expense, any import licence required for the country into which the Goods are to be imported. The Buyer shall attach to all Purchase Orders the necessary information to permit the Supplier to commence its work, together with any licenses and/or permits and related certificates, which may be necessary.

4.4 Goods will be supplied and paid for as and when available unless the Buyer specifically requests “one consignment”. Each shipment shall be considered a separate and independent transaction. The Supplier may suspend shipment of any unfulfilled Contract in the event of any act or omission on the part of Buyer or if Buyer is in material breach of Buyer’s obligations under the Contract.

4.5 All Goods and Services supplied in accordance with the Contract will be deemed accepted by the Buyer unless the Buyer promptly notifies the Supplier in writing that the Goods are not in compliance with the Contract. Any damaged Goods and packaging must be kept for inspection by the Supplier.

4.6 The Supplier may modify the specification of the Goods without notice provided that the modification does not materially affect the performance, form or fit of the affected Goods. Service, installation and commissioning are not included in the purchase price of Goods unless agreed in writing.

5. PAYMENT

5.1 All amounts are stated and payments are to be made in Sterling unless otherwise agreed in writing. If the Buyer specifies a different currency, the Supplier reserves the right to amend the quoted price by any amount as it deems reasonably necessary to cover movements in the exchange rate between the relevant currency and Sterling (including any transaction fees) arising between the time of quotation and acceptance of the Purchase Order.

5.2 A non‐refundable deposit is required to secure any order unless otherwise agreed in writing. The balance is due when the Goods are made available for delivery by the Supplier. Goods will only be released for dispatch when the final balance has been paid unless agreed in writing with the Supplier. Payment of a deposit is taken as acceptance of these Conditions.

5.3 All Purchase Orders are subject to the Supplier’s credit approval before shipment. If, in the Supplier’s judgement and at any time, the Buyer’s financial condition is such that the Supplier believes it may not be able to fulfil its obligations pursuant to the Contract, the Supplier may cancel or suspend any unfulfilled Contract.

5.4 The Supplier reserves the right to require the Buyer to furnish the Supplier with a confirmed irrevocable letter of credit drawn on a bank acceptable to Supplier prior to supply or at any time during the Contract.

5.5 If any payment by the Buyer to the Supplier is overdue, the Supplier shall be entitled, without prejudice to any other right or remedy, to suspend all further deliveries to Buyer without notice and/or charge interest on any amount overdue at the rate of 8.5% per annum.

6. RETENTION OF TITLE

6.1 Goods shall remain the Supplier’s property until the Buyer has made full and unconditional payment to the Supplier of all sums due to it in respect of the Goods. The Buyer’s goods the subject of Services by the Supplier shall remain the Buyer’s property at all times unless such are exchanged for Goods when title to the Buyer’s goods shall pass to the Supplier.

6.2 Until payment is made in full by the Buyer, Goods shall be held by the Buyer as bailee for the Supplier and title of goods shall remain with the Supplier. Goods shall be kept, unaltered and in good condition (at no cost to the Supplier) separately from all other goods of the Buyer or any third party in such a way that they can remain readily identifiable as the Supplier’s property, until such time as full payment has been made by the Buyer.

6.3 If, before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the circumstances listed in clause 12.1 then without limiting any other right or remedy the Supplier may have, any right the Buyer has to resell the Goods or use them in the ordinary course of its business shall cease immediately.

6.4 If any payment becomes overdue, or on the occurrence of any termination event referred to in Condition 12 below, the Supplier may, where permitted by law, and after giving notice to the Buyer, enter upon any premises in the Buyer’s control where the Supplier reasonably believes the Goods to be, or take such other action as is reasonably necessary, to recover the Goods.

7. INTELLECTUAL PROPERTY

7.1 The Supplier shall retain all right, title and interest in and to, and possession of, any know‐how, technical information, drawings, specifications or documents, ideas, concepts, methods, processes, techniques and inventions developed or created by or on behalf of the Supplier and supplied by the Supplier under any Contract. All such information should be kept confidential by the Buyer and shall not be disclosed to any third party unless and until the same is or becomes public knowledge nor shall any such information be used by the Buyer for any purpose other than for the purpose of using any Goods supplied under the Contract.

7.2 Ownership is retained by the Supplier of any patent, copyright, trade secret, design right or other intellectual property right in or relating to the Supply and the Buyer shall acquire no rights in or over such intellectual property rights save as expressly set out herein including, but not limited to, any technical information, know‐how, drawings and specifications supplied by the Supplier or relating to the Supply. Including without limitation all intellectual property rights, including without limitation all current and future worldwide patents and other patent rights, copyrights, trade secrets and all applications and registrations with respect to and of the foregoing.

7.3 The Supplier’s trademarks and names shall not be used otherwise than as applied by the Supplier to the Goods, Services or associated documentation.

8. SERVICE, REPAIR AND WARRANTY

8.1 In respect of the supply of Goods comprising equipment and related components, spares and parts; A. The Supplier hereby undertakes to repair or replace (at the Supplier’s option), or to arrange repair or replacement by the Supplier’s representative of, any Goods supplied to the Buyer if a defect in materials or workmanship arises under conditions of normal and proper use and maintenance (fair wear and tear, and consumables excepted) provided that (i) the Goods were purchased and used for a purpose for which they were suitable, (ii) the Goods were operated and maintained in accordance with the operating instructions; (iii) (unless otherwise agreed by the Supplier, in writing) the defect occurs within twelve months from the date of shipment of the Goods (Betatron Systems, X‐Ray Tubes & Glassware for 12 months (1000 Hours) pro rata whichever occurs sooner)) and (iv) Condition 8.3 is satisfied. With the exception of the JME PXBMJ, this is provided with 18 months/2000 hours on the system and 1000 Hours/12months on the X-Ray tube. B. Any repaired or replaced Goods will continue to be warranted for the unexpired period of the warranty referred to in Condition 8.1 A above and for the avoidance of doubt such supply or repair shall not increase the original warranty period. C. The Supplier may raise an additional charge for the cost of shipping, taxes, etc for the Goods to and from JME UK, or an approved Supplier service centre if the Goods to be repaired or replaced are located in a country in which the Supplier does not have a service centre.

8.2 In respect of supply of Services:
A. Services shall be performed in a workmanlike manner using reasonable skill and care and in accordance with the Supplier’s service policy and practice. Unless otherwise agreed in advance and in writing, the Supplier shall provide such Services, including repair and replacement as are in Supplier’s reasonable opinion necessary in order to provide the Service, and whilst the Supplier shall use all reasonable endeavours to meet any deadlines or estimates agreed, time shall not be of the essence for the Supplier’s performance under the Contract. B. If subsequent to the performance of Services failure or breakdown (fair wear and tear and consumables excepted) occurs: (A) during the warranty period notified to the Buyer at the time the Services are performed (or if no such period is notified to Buyer, and unless otherwise agreed, in writing within 90 days of the date that the Services are completed); (B) during normal usage; and (C) shown by the Buyer to the Supplier’s reasonable satisfaction (after a reasonable opportunity for the Supplier to inspect the allegedly defective Services and to review documentation pertinent to the failure or breakdown) to have been caused by the Supplier’s failure to perform the Services in accordance with this clause, at its option, shall correct or re‐perform the service or replace the serviced product or refund the cost of the Services; provided that: (i) the failure or breakdown was not caused, or contributed to, by the Buyer’s act or omission, breach of contract, negligence, process reactions, excessive process build ups or accidents or by the Buyer’s failure toobserve the Supplier’s recommended maintenance schedules and activities; and (ii) Condition 8.3 is satisfied. C. Except as expressly warranted above, Services are provided “as is” and the Buyer assumes the entire risk as to the results of the Services. Nothing stated in these Conditions implies that the operation of any serviced product will be uninterrupted or error free or that errors will be corrected. Other written or oral statements by the Supplier, its representatives, or others do not constitute warranties of the Supplier.

8.3 The following provisions must be satisfied in respect of all claims under Conditions 8.1 and 8.2: A) the claim must first be notified promptly in writing to the Supplier as soon as the Buyer is aware of the issue; B) the Goods or any serviced product must not have been repaired or modified by anyone other than the Supplier or authorised by the Supplier; C) in the case of equipment and related components, spares and parts not of the Supplier’s own manufacture, (unless otherwise required by law) the Supplier’s responsibility shall be limited to passing on to the Buyer the benefit of any guarantee or warranty given to the Supplier by the manufacturer of such Goods; D) in the case of a replacement, the Buyer returns at its cost the defective Goods to the Supplier prior to delivery of the replacement Goods by the Supplier; E) the defect does not arise from the Buyer’s specification or instructions; and F) the Buyer has paid the purchase price in full or paid in accordance with any agreed payment schedule and there are no other payments due from the Buyer to the Supplier.

8.4 The Supplier may satisfy its liability under this Condition 8 by reducing the purchase price or refunding the purchase price and retaking the Goods or issuing a credit note.

8.5 Except as expressly warranted above, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied as to title by Section 12 of the Sale of Goods Act 1979) are (to the fullest extent permitted by law) excluded.

9. LIABILITY AND INDEMNITY

9.1 Subject to Condition 8, the following provisions set out the entire liability of the Supplier (including any liability for the acts of omissions of its employees, agents, or subcontractors) to the Buyer in respect of: (A) any breach of the Contract; or (B) any representation, statement or tortuous act or omission, including negligence, arising under or in connection with the Contract.

9.2 Nothing in these Conditions excludes or limits the liability of the Supplier for: (A) death or personal injury caused by the Supplier’s negligence or (B) fraudulent misrepresentation; or (C) physical damage to property to the extent that it directly results from breach of Contract or Supplier’s negligence in connection with the performance of the Contract, subject always to an overall limit of the amount received by the Supplier from the Buyer under the Contract.

9.3 Subject to Conditions 8.4 and 9.2: A. The Supplier shall have no liability in: (i) contract; (ii) tort (including negligence or breach of statutory duty); (iii) misrepresentation; (iv) restitution or otherwise arising in connection with the performance or contemplated performance of these Conditions; and B. The Supplier shall not be liable to the Buyer for: (i) personal injury (so far as not caused by Supplier’s negligence); (ii) damage to tangible property (so far as not caused by Supplier’s negligence); (iii) pure economic loss; (iv) loss of profit; (v) loss of business; (vi) depletion of good will or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

9.4 No action or suit shall be brought by the Buyer against the Supplier for damages arising out of the purchase, manufacture, use, delivery (including late delivery), or transportation of Goods, whether such suit or action is for breach of contract, breach of warranty, tort or otherwise, unless such action is commenced within one year after the cause of action has been accrued. If the Buyer fails to perform any of its obligations pursuant to these Conditions, the Buyer shall pay to the Supplier all costs and expenses incurred by the Supplier, including all legal fees, in enforcing the Supplier’s rights relating to such obligation, whether by formal proceedings or otherwise, in addition to any other remedy available to supplier.

9.5 Subject to Conditions 9.2 and 9.3 the Buyer will indemnify and keep indemnified the Supplier from and against any costs, claims, demands, liabilities, damages or losses and all interest, penalties and legal and other professional costs and expenses arising out of or in connection with the Buyer’s use of the Goods or the Buyer supplying the Goods to any party who is not a party to these conditions and the Goods’ subsequent use. This indemnity shall cover (but is not limited to) the Suppliers liability to third parties arising out of the use or sale of the Goods, except to the extent directly caused by the Supplier’s negligence.

10. FORCE MAJEURE

10.1 The Supplier shall not be liable for any failures in performance, including delay or non‐shipment, resulting from acts or events beyond its reasonable control.

10.2 In the event of such delay, the date of shipment or performance shall, at the request of the Supplier, be deferred for a period equal to the time lost by reason of the delay for a reasonable time.

11. CANCELLATION

11.1 No Contract may be cancelled or altered by the Buyer except with the Supplier’s written agreement.

11.2 Unless otherwise agreed in writing, should the Buyer cancel any Contract and such cancellation be accepted by the Supplier, the Buyer shall be liable for the costs of all work done and materials purchased or provided up to the time of cancellation plus a charge for overhead and loss of profit. If Goods have been shipped to the Buyer, the Buyer shall return the Goods promptly, at the Buyer’s expense, to the Supplier in the same condition as shipped and risk shall remain with the Buyer during this time.

12. TERMINATION

12.1 If the Buyer commits any act of bankruptcy or, being a company has a receiver appointed or an administration order made against it or goes into liquidation or if a smaller event occurs under applicable insolvency laws (except for the purpose of reconstruction or amalgamation) or the Supplier has reasonable cause to believe that it is about to do so, then all sums due to the Supplier under the Contract shall immediately become due and payable and Supplier may, notwithstanding any previous waiver, terminate the Contract forthwith by written notice.

12.2 The Supplier may terminate the Contract with immediate effect in the event of a failure by the Buyer to comply with any material provision of these Conditions if the failure continues for more than 14 days after the Buyer has been given written notice of such failure.

12.3 The Supplier also reserves the right to terminate any order if payment has not been received within 90 days of a P.O., or an alternative payment method agreed.

12.4 Termination shall be without prejudice to any prior right of either party.

13. MISCELLANEOUS

13.1 The Buyer may neither assign nor transfer any or all of its rights under the Contract. The Supplier may assign or transfer any of its rights under the Contract.

13.2 Save as expressly provided, no term or provision of these Conditions shall be enforceable by a third party.

13.3 No waiver by either party of any breach of any of these Conditions shall be deemed to constitute a waiver of any other breach nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy hereunder operate as a waiver thereof. A waiver given by a party hereunder shall be binding upon such party only if in writing and signed by such party.

13.4 All drawings, descriptive matter, technical specifications, capacities, performance rates, descriptions and other particulars given in respect of Goods (whether in catalogues or advertisements or accompanying or referred to in the Contract) are stated by the Supplier in good faith based on Supplier’s experience as being correct within acceptable tolerances but are not binding in detail and do not form part of the Contract unless specifically stated to do so. Unless agreed otherwise in writing, it is the Buyer’s responsibility to ensure that Goods are sufficient and suitable for the Buyer’s purposes.

13.5 The Supplier hereby acknowledges that the relevant safety and training literature relating to the Goods and Services will be supplied by the Supplier to the Buyer free of charge and may be photocopied by the Buyer as required for its own use in relation to operation of the Goods only. The Buyer shall be fully responsible for implementation of the contents of all safety and training literature provided by the Supplier. The Buyer shall ensure any persons who use, maintain or otherwise handle Goods or receive Services receive adequate safety and training literature.

13.6 All environments at the Buyer’s premises and all Goods returned to the Supplier must be free from risks to health and safety. The Supplier may decline, without penalty, to provide Services or work in any environment in which, in the Supplier’s opinion, the risks to health and safety are not managed by the Buyer in a manner that is satisfactory to the Supplier. The Buyer shall afford the Supplier the opportunity to conduct a risk assessment to assess such risks.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 The Contract shall be governed by and construed in accordance with the laws of England and Wales.

14.2 The Buyer and the Supplier agree that the courts of England and Wales shall have the exclusive jurisdiction to settle any disputes, which may arise in connection with the Contract.

14.3 The Supplier shall have the option (but not the obligation) to bring suit before the Courts of domicile of the Buyer when the claim is for or related to payments due from the Buyer.