GLOBAL TERMS AND CONDITIONS OF SALE

1. APPLICABILITY. These Global Terms and Conditions of Sale (“Terms”) apply to the
purchase of products and ancillary services (collectively the “Products”) by
seller (“Seller”) and the buyer (“Buyer”), each of which is identified in the accompanying
quotation, credit application, proposal, order acknowledgement, or invoice (the “Sales
Confirmation”). These Terms and the Sales Confirmation comprise the entire agreement
between the parties (collectively, the “Agreement”). Buyer accepts these Terms by signing and
returning Seller’s quotation, by sending a purchase order in response to the quotation, or by
Buyer’s instructions to Seller to ship the Product. No terms, conditions or warranties other than
those identified in the quotation and no agreement or understanding, oral or written, in any way
purporting to modify the terms and conditions whether contained in Buyer's purchase order or
shipping release forms, or elsewhere, shall be binding on Seller unless hereafter made in writing
and signed by Seller's authorized representative. Buyer is hereby notified of Seller’s express
rejection of any terms inconsistent with this Agreement or to any other terms proposed by Buyer
in accepting Seller’s quotation. Neither Seller's subsequent lack of objection to any terms, nor
the delivery of the products or services, shall constitute an agreement by Seller to any terms.
2. CANCELLATION. CANCELLATION. Cancellation or modifications of all or part of any
order are subject to Seller’s prior written consent in each instance. If cancellation or modification
is allowed, Buyer agrees to pay to Seller all expenses incurred and damage sustained by Seller on
account of the cancellation or modification, plus a reasonable profit.
3. PRICE. Prices on accepted orders are firm for a period of 90 days from date of acceptance. All
stated prices are exclusive of any taxes, fees, duties, and levies, however designated or imposed,
including but not limited to value-added and withholding taxes that are levied or based upon the
amounts paid under this Agreement (collectively, “Taxes”). Any Taxes related to the Products
purchased pursuant to this Agreement are the responsibility of Buyer (excluding taxes based on
Seller’s net income), unless Buyer presents an exemption certificate acceptable to Seller and the
applicable taxing authorities. If possible, Seller will bill Taxes as a separate item on the invoice
presented to Buyer. If any exemption certificate presented by Buyer is held to be invalid, then
Buyer will pay Seller the amount of the Tax and any penalties and interest related thereto.
4. PAYMENT. Unless otherwise set forth in the Sales Confirmation, Buyer will pay all invoiced
amounts within thirty (30) days following the date of Seller’s invoice. Unpaid amounts will
accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month and the
maximum rate permitted by applicable law, from due date until paid, plus Seller’s reasonable
costs of collection. Seller reserves all other rights granted to a seller under the Uniform
Commercial Code (“UCC”) for Buyer’s failure to pay for the Products or any other breach by
Buyer of these Terms. In addition to all other remedies available to Seller (which Seller does not
waive by the exercise of any rights hereunder), Seller may suspend the delivery of any Products
if Buyer fails to pay any amounts when due and the failure continues for five (5) days following
Buyer’s receipt of notice thereof. Buyer may not withhold payment of any amounts due and
payable as a set-off of any claim or dispute with Seller, regardless of whether relating to Seller’s
breach, bankruptcy, or otherwise.
5. DELIVERY; SHIPPING.
(a) Seller will deliver the Products within a reasonable time after receiving Buyer’s purchase
order, subject to their availability. The delivery date provided by Seller for the Products is only
an estimate and is based upon prompt receipt of all necessary information from Buyer. If Buyer
causes Seller to delay shipment or completion of the Products, Seller will be entitled to any and
all extra costs and expenses resulting from the delay. Seller will not be liable for any delays, loss,
or damage in transit, and failure to deliver within the time estimated will not be a material breach
of contract on Seller’s part.

(b) Unless otherwise agreed in writing by the parties, Seller will deliver the Products, EXW
(Incoterms® 2010) at the location specified in the Sales Confirmation (the “Delivery
Location”), using Seller’s standard methods for packaging and shipping same. Buyer will take
delivery of the Products within three (3) days of Seller’s notice that the Products have been
delivered to the Delivery Location. If Buyer fails to take delivery of the Products within this
three (3) day period Buyer will pay Seller for the Products and all storage expenses incurred by
Seller. Seller may, in its sole discretion, without liability or penalty, make partial shipments of
Products to Buyer. Each shipment will constitute a separate sale, and Buyer will pay for the units
shipped whether the shipment is in whole or partial fulfillment of Buyer's purchase order. Buyer
is responsible for obtaining any import licenses and other consents required for a Product
 shipment at its own expense, and will provide the licenses and consents to the Seller before
shipment.
(c) The quantity of any installment of the Products, as recorded by Seller on the dispatch from
Seller’s place of business, is conclusive evidence of the quantity received by Buyer upon
delivery, unless Buyer provides conclusive evidence to the contrary. Seller will not be liable for
any non-delivery of the Products to the Delivery Location, unless Buyer gives written notice to
Seller of the non-delivery within five (5) days following the date that Buyer would, in the
ordinary course of business, have received the Products. Seller’s liability for any non-delivery of
the Products will be limited to replacing the Products within a reasonable time or adjusting the
invoice for the Products to reflect the actual quantity delivered.

6. TITLE; RISK OF LOSS.

(a) Risk of loss or damage passes to Buyer passes upon delivery to the carrier. If Buyer fails to
accept delivery of any of the Products on the date set forth in Seller’s notice that Seller has
delivered the Products to the Delivery Location, or if Seller is unable to deliver the Products to
the Delivery Location on the date because Buyer has failed to provide appropriate instructions,
documents, licenses, or authorizations, then: (i) risk of loss to the Products will pass to Buyer;
(ii) the Products will be deemed to have been delivered to Buyer; and (iii) Seller, at its option,
may store the Products until Buyer takes possession of them, at which time Buyer will be liable
for all costs and expenses resulting from the failure (including but not limited to the cost of
storage and insurance).

(b) Title passes to Buyer upon Buyer’s payment in full for the Products.

7. INSPECTION; REJECTION OF PRODUCTS.

(a) As used in this Section 7, “Nonconforming Products” means only the following: (i) the
items shipped are different from those identified in Buyer’s purchase order; or (ii) the labels or
packaging of the items incorrectly identifies them. Buyer will inspect the Products within five (5)
days following receipt thereof (the “Inspection Period”). The Products will be deemed accepted
at the end of the Inspection Period unless Buyer notifies Seller in writing of any Nonconforming
Products and furnishes Seller with written evidence or other documentation reasonable required
by Seller.
 (b) If Buyer timely and properly notifies Seller of any Nonconforming Products, then Seller will,
in its sole discretion, (i) replace the Nonconforming Products with conforming Products or (ii)
credit or refund the purchase price for the Nonconforming Products, together with any
reasonable shipping and handling expenses incurred by Buyer. At Seller’s request, Buyer will
dispose of the Nonconforming Products or return the Nonconforming Products to Seller at
Seller’s expense. Upon receipt of the Nonconforming Products, Seller will promptly refund the
monies owed or ship the replacement Products to the Delivery Location at Seller’s expense, with
Seller retaining the risk of loss until delivery.

(c) Buyer acknowledges and agrees that the remedies set forth in this Section 7 are Buyer’s
exclusive remedies for the delivery of Nonconforming Products, and except as set forth in this
Section 7, Buyer has no right to return the Products to Seller without Seller’s written
authorization.

8. LIMITED WARRANTY.
(a) Seller warrants to Buyer that the Products will be free from defects in material and
workmanship for a period of twelve (12) months following the date of delivery to the Delivery
Location (the “Warranty Period”). Notwithstanding the foregoing, the Warranty Period for
consumable Products will in no event exceed recommended replacement intervals set forth in the
published specifications and instructions provided by Seller or its suppliers or subcontractors
Instructions (“Instructions”). If, prior to the expiration of the Warranty Period, Buyer informs
Seller in writing of any breach of this limited warranty, then Seller may repair or replace the
Products that gave rise to the breach or, in Seller’s sole and exclusive discretion, refund the
amounts that Buyer paid for the Products.
(b) The foregoing limited warranties do not apply to (i) any defect in Products not manufactured
by Seller; and (ii) any Products manufactured according to Buyer’s specifications.

(c) Buyer will bear the costs of access, de-installation, re-installation and transportation of the
Products to Seller and back to Buyer. Any repair or replacement pursuant to this limited warranty
will not extend the Warranty Period. Seller does not warrant the Products, or any repaired or
replacement parts, against normal wear and tear or corrosion. This limited warranty and remedy
are expressly conditioned upon: (i) Buyer’s payment of the purchase price in full, (ii) Buyer
giving written notice of the defect, reasonably described, to Seller within ten (10) days of the
 time when Buyer discovers or ought to have discovered the defect, (iii) the storage, installation,
operation, use, and maintenance of the Products in compliance with the Instructions, (iv) the
existence of proper records of Buyer’s operation and maintenance of the Products during the
Warranty Period, (v) Buyer providing Seller with a reasonable opportunity to examine the
Products and the aforementioned records, and (vi) the absence of any unauthorized modification
or repair of the Products, including without limitation the removal or alternation of any serial
numbers or warranty date decals.

(d) Before any test may be used to evaluate the Products, Buyer will: (i) provide Seller with
reasonable written notification of the test, (ii) allow Seller to be present during the test, and (iii)
receive Seller’s consent to the conditions of the test, which consent will not be unreasonably
withheld. If a test is performed on the Products, and Seller has not consented to the conditions of
the test, then this limited warranty will be void.

(e) THE REMEDIES SET FORTH IN THIS SECTION 8 ARE BUYER’S SOLE AND
EXCLUSIVE REMEDIES FOR ANY FAILURE OF SELLER TO COMPLY WITH ITS
OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING ANY BREACH OF THE
LIMITED WARRANTY SET FORTH IN THIS SECTION 8. SELLER MAKES NO
OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OF ANY KIND, AND
SELLER DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER, INCLUDING
BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
9. INDEMNIFICATION.
(a) Buyer will defend, indemnify, and hold harmless Seller and its parent company, their
respective subsidiaries, affiliates, successors, and assigns and their respective directors, officers,
shareholders, and employees from and against any loss, injury, death, damage, liability, claim,
deficiency, action, judgment, interest, award, penalty, fine, cost, fees (including import and
export customs fees), or expense (including reasonable attorney and professional fees and costs,
and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any
insurance providers) (“Claims”) arising out of or occurring in connection with the negligence or
willful misconduct of Buyer or its employees or agents, including but not limited to: (i) any
misuse or modification of the Products by Buyer or its employees or agents, (ii) any act (or
 failure to act) by Buyer or its employees or agents in contravention of any safety procedures or
instructions that Seller provides to Buyer or its employees or agents, or (iii) the failure to store,
install, operate, or maintain the Products in accordance with the Instructions.
(b) Seller will defend, indemnify, and hold harmless Buyer and its subsidiaries, affiliates,
successors, and assigns and their respective directors, officers, shareholders, and employees from
and against any Claims arising out of or occurring in connection with the negligence or willful
misconduct of Seller or its employees or agents.

10. INFRINGEMENT.
(a) Seller will defend, at its own expense, any action against Buyer brought by a third party to the
extent that the action is based upon a claim that the Products infringe any U.S. patents or
copyrights, or misappropriate any trade secrets, of a third party. Seller will pay those costs and
damages finally awarded against Buyer in any the action that are specifically attributable to the
claim or those costs and damages agreed to in a monetary settlement of the action.

(b) The foregoing obligations are conditioned on Buyer (i) notifying Seller promptly in writing
of the action, (ii) making no admission of liability and giving Seller sole control of the defense
thereof and any related settlement negotiations, and (iii) cooperating and, at Seller’s request and
expense, assisting in the defense.

(c) If the Products become, or in Seller’s opinion are likely to become, the subject of an
infringement claim, Seller may, at its option and expense, either (i) procure for Buyer the right to
continue using the Products, (ii) replace or modify the Products so that they become non-
infringing, or (iii) accept return of the Products and refund Buyer the amounts actually paid by
Buyer to Seller for the Products.

(d) Notwithstanding the foregoing, Seller will have no obligation under this Section 10 or
otherwise with respect to any infringement claim based upon any: (i) misuse or modification of
the Products by Buyer or its employees or agents, (ii) use of the Products in combination with
other materials, goods, products, or services for which the Products were not intended to be used,
(iii) failure of Buyer to implement any update provided by Seller that would have prevented the
claim, (iv) Products that Seller made to Buyer’s specifications or designs.

(e) THIS SECTION 10 STATES SELLER’S ENTIRE LIABILITY AND BUYER’S

EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
11. LIMITATIONS OF LIABILITY..
(a) IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO ANY LOSS OF USE OR UNDER- UTILIZATION OF LABOR OR
FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST DATA, AND
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF
SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES.
(b) EXCEPT FOR DEATH OR BODILY INJURY RESULTING FROM SELLER’S
NEGLIGENCE OR WILLFUL MISCONDUCT, SELLER’S TOTAL LIABILITY FOR
ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE GOODS WILL BE
LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED
THE TOTAL PURCHASE PRICE FOR THE GOODS GIVING RISE TO THE CLAIM.
12. CHANGES. Seller reserves the right to alter, modify, or redesign its products without any
obligation to replace previous shipments to Buyer.
13. NO LICENSE.
(a) Except as provided in Section 13(b), the sale of the Products will not confer upon Buyer any
license, express or implied, under any patents, trademarks, trade names, or other proprietary
rights owned or controlled by Seller, its subsidiaries, affiliates, or suppliers; it being specifically
understood and agreed that all the rights are reserved to Seller, its subsidiaries, affiliates, or
suppliers. Without limiting the foregoing, Buyer will not, without Seller’s prior written consent,
use any trademark or trade name of Seller in connection with any the Products, other than with
respect to the resale of the Products pre-marked or packaged by or on behalf of Seller.

(b) If software is provided by Seller under the Agreement, Buyer agrees that the software may
only be used in accordance with the terms and conditions of the software license agreement that
accompanies the software. Buyer agrees not to directly or indirectly decompile, disassemble,
reverse engineer or otherwise derive the source code for the software. If Buyer is a U.S.
Government agency, Buyer acknowledges that the software licensed under the Agreement is a
commercial item that has been developed at private expense and not under a Government
contract. The Government's rights’ relating to the software are limited to those rights applicable
to Buyer’s as set forth herein and is binding on Government users in accordance with Federal
 Acquisition Regulation 48 C.F.R. Section 12.212 for non-defense agencies and/or Defense FAR
Supplement 48 C.F.R. Section 227.7202-1 for defense agencies.

14. TERMINATION. In addition to any other remedies that Seller may have, Seller may terminate
this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any
amount when due under this Agreement and the failure continues for five (5) days after Buyer’s
receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any
of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or
commences or has commenced against it proceedings relating to bankruptcy, receivership,
reorganization or assignment for the benefit of creditors.
15. CONFIDENTIALITY. All non-public, confidential, or proprietary information of Seller,
including but not limited to specifications, samples, patterns, designs, plans, drawings,
documents, data, business operations, customer lists, pricing, discounts or rebates, that Seller
discloses to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or
other form or media, and regardless of whether marked, designated, or otherwise identified as
“confidential,” in connection with the Agreement is confidential, solely for the use of performing
the Agreement, and may not be disclosed or copied unless authorized in advance by Seller in
writing. Upon Seller's request, Buyer will promptly return all documents and other materials
received from Seller. Seller will be entitled to injunctive relief for any violation of this Section
15, without having to post bond or establish the insufficiency of a remedy at law. This Section 15
does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of
disclosure; or (c) rightfully obtained by Seller on a non-confidential basis from a third party.
16. FORCE MAJEURE. Seller will not be liable for any failures or delays caused by strikes,
differences with workers, or any causes beyond the reasonable control of Seller, including but
not limited to fires, floods, accidents, action of any governmental authority, war, insurrection or
riots, or shortages of labor, energy, raw materials, production facilities, or transportation. Where
delays or failures are caused by labor difficulties, Seller will not be obligated to seek or obtain
any settlement that, in Seller’s sole judgment, is not in Seller’s best interest.
17. COMPLIANCE. Each party will comply with all applicable laws, regulations, and ordinances,
and Buyer will comply with the export and import laws and regulations in effect as of the date of
shipment of the Products of any country involved in the transactions contemplated by the
Agreement.
18. GOVERNING LAW; VENUE; DISPUTE RESOLUTION.
(a) All matters arising out of or relating to this Agreement is governed by and construed in
accordance with the internal laws of the State of Wisconsin without giving effect to any choice
or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than those of the State of
Wisconsin. Any legal suit, action or proceeding arising out of or relating to these Terms will be
instituted in the federal or State courts located in the City of Milwaukee, Wisconsin. Each party
irrevocably submits to the exclusive jurisdiction of the courts in any the suit, action or
proceeding.

(b) If neither party is a Chinese entity and Seller is not a U.S. entity, then any controversy or
claim arising out of or relating to these Terms including, but not limited to, its breach, existence,
validity, legality, enforceability, interpretation, performance, nullity, termination or expiration, (a
“Controversy”) will be settled by binding arbitration; and notwithstanding its place of execution
or performance, these Terms will be governed by, and construed under and in accordance with,
the Laws of the State of New York, USA, irrespective of any laws regarding choice or conflict of
laws that direct the application of the laws of another jurisdiction. The place of arbitration will be
New York, New York, under the rules prescribed by the International Centre for Dispute
Resolution (“ICDR”) in accordance with its ICDR Rules. Unless the parties agree to a single
arbitrator, the arbitration will be heard and determined by three arbitrators, who will be
appointed pursuant to the ICDR Rules. The arbitration proceedings will be conducted in the
English language. The award will be rendered in writing with the reasons detailed. The award
may be in the nature of money damages, injunctive relief, or specific performance as decided by
the arbitrator. Either party may initiate arbitration by notifying the other in writing. The
arbitrator’s ruling and award from such arbitration is final; the parties consent to judgment upon
the award; and the award may be entered in any court of competent jurisdiction.
(c) If either party is a Chinese entity, the laws of China govern these Terms, irrespective of any
laws regarding choice or conflict of laws that direct the application of the laws of another
jurisdiction. The Controversy will be submitted to the China International Economic and Trade
Arbitration Commission in Shanghai (“CIETAC”) for final resolution by arbitration in
accordance with the rules and procedures of CIETAC. The CIETAC tribunal will consist of three
(3) arbitrators. The parties will at all times comply with, and observe all requirements and rulings
 of, CIETAC made in relation to any Controversy submitted to CIETAC for resolution.
Submission of evidentiary documents may be in copies without the need of notarization unless
specifically ordered by the CIETAC tribunal. Any interim decisions or orders by the CIETAC
tribunal will be binding, and sanctions may be given on failures of any party in implementing
such interim decision or order. Any award or determination by the CIETAC tribunal is final and
binding on both parties. The arbitration proceedings will be conducted in the English language.
The United Nations Convention on Contracts for the International Sale of Goods does not apply
to the Agreement or the documents related thereto.
(d) Seller will have the sole and exclusive right to determine whether any dispute, controversy or
claim arising out of or relating to the Agreement, or the breach thereof, will be submitted to a
court of law or arbitrated. The venue for any the arbitration will be in Milwaukee, Wisconsin.
The arbitrator’s award may be confirmed and reduced to judgment in any court of competent
jurisdiction. In the event the matter is submitted to a court, Seller and Buyer hereby agree to
waive their right to trial by jury and covenant that neither of them will request trial by jury in any
the litigation.

19. CHOICE OF LANGUAGE. It is by the express intention of the parties hereto that the present
Agreement and all its related documents be drafted in English. Il est de l’intention expresse des
parties à la présente Convention (connaissement, bon de commande, bon de conditionnement ou
facture) et tout document s’y rattachant soient écrit en langue anglaise.
20. SURVIVAL. In addition to any other term whose context may so require, the terms contained in
Sections 1, 4, 6, 7, 8, 9, 10, 11, 15, 18, 19, 20, and 21 will survive any cancellation of the
purchase order.
21. MISCELLANEOUS. Buyer acknowledges that is has not been induced to purchase any the
Products from Seller by any representation or warranty not expressly set forth in this Agreement.
These Terms and the Sales Confirmation constitute the entire agreement of the parties and
supersede all existing agreements and all other oral or written communications between them
concerning its subject matter. None of the Terms may be added to, modified, superseded, or
otherwise altered, except by a written document signed by an authorized representative of Seller
that specifically references these Terms and states that it modifies them. If there is a conflict
between the provisions of the Sales Confirmation and these Terms, then the terms of the Sales
Confirmation will govern. No waiver by Seller of any of the provisions of these Terms is
effective unless explicitly set forth in writing that specifically references these Terms and is
signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power, or
privilege arising from these Terms operates or may be construed as a waiver thereof. No single
or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege. The
Section headings contained in these Terms are for convenience only and will not affect the
interpretation of any provision. If any provision of this Agreement is held to be prohibited or
unenforceable, the provision will be changed and interpreted to accomplish the objectives of the
provision to the greatest extent possible under applicable law and the remaining provisions will
continue in full force and effect. Buyer will not assign any quotation or accepted order for the
Products, in whole or in part, without Seller’s prior written consent.