Terms & Conditions of Sale

1.1 These Terms, together with the Optamate quotation they accompany, form the entire agreement between Optamate and the Customer (the "Agreement"). They replace any earlier proposal, discussion or representation, written or oral.

1.2 Optamate's quotation is accepted, and these Terms apply, when the Customer signs the quotation, issues a purchase order referencing it, or pays the down payment, whichever happens first. These Terms also apply to orders placed through online checkout on optamate.com. For those orders, the order confirmation takes the place of the quotation, and the Customer accepts these Terms by completing checkout.

1.3 Any different or additional terms in the Customer's purchase order, supplier portal, or other documents are rejected and do not apply unless an authorized Optamate representative accepts them in a signed writing.

1.4 If the quotation and these Terms conflict, the quotation governs for that order.

2.1 Quotations are valid for the period stated on them, or 30 days from the issue date if no period is stated.

2.2 Prices are in US dollars. Prices exclude sales, use, excise and similar taxes, customs duties, tariffs, brokerage fees, freight and insurance unless the quotation states otherwise. The Customer pays these amounts or provides a valid exemption certificate.

2.3 Optamate designs, selects and quotes equipment based on the application information the Customer provides, including product samples, case and pallet specifications, rates and site conditions. The Customer is responsible for the accuracy of that information. Changes to it may affect price, performance and delivery.

2.4 Production rates stated in a quotation are estimates based on manufacturer data and similar applications. They are not guaranteed unless the quotation expressly says so.

2.5 Optamate may substitute components of equal or better function and quality, including different brands or models, to protect delivery dates or because of availability.

3.1 The Customer will pay according to the payment milestones in the quotation. Where no milestones are stated, payment is due net 30 days from the invoice date, subject to Optamate's credit approval.

3.2 Amounts not paid when due accrue interest at 1.5% per month, or the highest rate allowed by law if lower, from the due date until paid. The Customer also pays Optamate's reasonable costs of collection, including attorney fees.

3.3 If any amount remains unpaid 15 days after its due date, Optamate may, after written notice, suspend work, engineering, shipment or services until the account is current. Delivery dates are extended by the length of the suspension, and the Customer pays any resulting storage, remobilization or other costs.

3.4 The Customer is solely responsible for arranging any financing or leasing. Payment obligations are not conditional on obtaining financing.

3.5 The Customer may not withhold or offset payment because of a claim against Optamate unless Optamate agrees in writing.

4.1 Where Products are manufactured in or sourced from outside the United States, the Customer is responsible for all U.S. tariffs, duties and similar charges imposed now or in the future ("Tariffs").

4.2 Where the Customer is the importer of record, the Customer pays Tariffs directly to U.S. Customs and Border Protection or the applicable authority and provides Optamate timely proof of payment.

4.3 Where Optamate or a third party pays Tariffs, Optamate will add them to its invoice and the Customer will pay that invoice in full on receipt.

4.4 Any Tariff amount shown in a quotation is an estimate based on rates in effect on the quotation date. Changes in Tariffs after that date are passed through to the Customer at cost.

5.1 Delivery terms are as stated in the quotation, interpreted under Incoterms® 2020. If none are stated, delivery is FCA the shipping point.

5.2 Risk of loss or damage passes to the Customer at the delivery point under the applicable Incoterm. After that point, Optamate is not responsible for any loss of or damage to the Products.

5.3 Unless the quotation states otherwise, the Customer pays freight, insurance, rigging, unloading and storage. Freight estimates in a quotation are billed at actual cost.

5.4 Lead times and delivery dates are good-faith estimates measured from receipt of the purchase order, down payment and all information needed to proceed. Optamate is not liable for delays, and a delay does not entitle the Customer to cancel, except as these Terms provide.

5.5 If the Customer delays shipment or is not ready to receive the Products, Optamate may store them at the Customer's risk and expense and invoice the shipment payment as if shipped.

5.6 The Customer must inspect Products on receipt and report any visible shipping damage or shortage on the carrier's delivery receipt and to Optamate in writing within 5 business days.

6.1 Optamate is not liable for any delay or failure to perform caused by events beyond its reasonable control. These include acts of God, fire, flood, severe weather, epidemics, war, terrorism, government action, changes in law, tariffs or trade restrictions, labor disputes, supply chain or carrier disruptions, and delays by manufacturers or suppliers.

6.2 Optamate's time for performance is extended by the length of the delay. If the delay makes performance commercially impracticable, Optamate may adjust the price or schedule by written notice. Either party may cancel the affected order if the delay lasts more than 180 days, in which case the Customer pays for work performed and costs incurred to that date.

7.1 Title to the Products passes to the Customer only when Optamate has received full payment of the purchase price.

7.2 Until then, the Customer grants Optamate a purchase-money security interest in the Products and authorizes Optamate to file any financing statement needed to protect it.

7.3 Until full payment, the Customer must keep the Products insured for their full value and in good condition. It may not sell, lease, move to another site or encumber them without Optamate's written consent.

8.1 Installation supervision, commissioning, training, production demonstration runs and other field services ("Services") are provided only as described in the quotation. Services not listed are billed at Optamate's service rates in effect when performed.

8.2 Before Optamate personnel arrive, the Customer must have the site ready as described in the quotation. This includes utilities connected, the equipment unloaded and in place, safe access, product and consumables available, and qualified Customer personnel present.

8.3 Waiting time, extra trips and other costs caused by the site not being ready, or by other causes outside Optamate's control, are billed at Optamate's service rates plus expenses.

8.4 Optamate personnel follow their own safety procedures and may stop work if they find an unsafe condition. Work resumes when the condition is corrected, and the time lost is billable.

8.5 Optamate will not supervise, commission or integrate equipment not supplied by Optamate unless the quotation includes it.

9.1 Products are accepted on the earliest of:

• successful completion of the commissioning or production demonstration run described in the quotation;
• the Customer's first use of the Products in production; or
• 30 days after delivery, if commissioning has not been completed for reasons outside Optamate's control.

9.2 Acceptance does not limit the Customer's rights under the warranty in Section 10.

10.1 Manufacturer warranties. Equipment and components made by third-party manufacturers carry the manufacturer's warranty, which Optamate passes through to the Customer to the extent permitted. The warranty period is the manufacturer's warranty period. Where the quotation states a warranty period, that period applies instead, starting on the earlier of acceptance or 60 days after delivery. Manufacturer warranty terms and conditions apply.

10.2 Optamate services. Optamate warrants that Services will be performed in a workmanlike manner. Claims must be made within 90 days after the Services are completed.

10.3 Remedy. For a valid warranty claim, Optamate will, at its option, repair or replace the defective part or re-perform the Service, or arrange for the manufacturer to do so. Replacement parts are shipped FCA the shipping point. Labor, travel and expenses for on-site warranty work are covered only if the manufacturer's warranty or the quotation includes them. This is the Customer's sole and exclusive remedy for warranty claims.

10.4 Exclusions. The warranty does not cover:

• normal wear and consumable parts, such as vacuum cups, belts, blades, filters, fuses and lamps;
• damage from misuse, accident, neglect, improper installation by others, or operation outside the manual or the site requirements in the quotation;
• damage from inadequate utilities, environment, product or packaging materials;
• equipment modified or repaired by anyone other than Optamate or the manufacturer without written approval; or
• equipment not fully paid for.

10.5 Claims. The Customer must notify Optamate in writing promptly after discovering a defect, and within the warranty period. The Customer must return defective parts if requested and give Optamate reasonable access to the equipment.

10.6 Disclaimer. THE WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.1 IN NO EVENT WILL OPTAMATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PRODUCTION, LOST PROFITS, LOSS OF USE, DOWNTIME OR PRODUCT LOSS, HOWEVER CAUSED.

11.2 OPTAMATE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO AN ORDER, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE PRICE PAID BY THE CUSTOMER FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM.

11.3 Any claim against Optamate must be brought within one (1) year after the cause of action arises.

12.1 The Customer will install, operate and maintain the Products safely, following the manufacturer's manuals and all applicable laws and safety standards. It will allow only trained, qualified personnel to operate, adjust or maintain them.

12.2 The Customer will purchase and use all safety equipment included in the quotation. If the Customer declines any safety-related item, or removes, bypasses or modifies a safety device, the Customer assumes all resulting risk and liability.

12.3 The Customer is responsible for performing a risk assessment of the Products as installed and integrated at its site, and for any additional guarding or risk reduction it identifies.

12.4 The Customer will defend, indemnify and hold harmless Optamate and its affiliates, employees and agents from claims, losses and expenses arising from the Customer's misuse, modification or unsafe operation of the Products, its breach of these Terms, or the acts or omissions of its employees, contractors or invitees.

12.5 Each party will maintain commercially reasonable insurance, including general liability and workers' compensation, while Optamate personnel are on the Customer's site.

13.1 All intellectual property in the Products, including software, firmware, drawings and documentation, remains with Optamate or the manufacturer that owns it. No ownership transfers with the sale.

13.2 Software supplied with the Products is licensed, not sold, for use only with the Products it is delivered with and under the owner's license terms.

13.3 The Customer will not copy, reverse engineer, decompile or duplicate the Products, software or documentation, or help anyone else do so.

13.4 Drawings, layouts, quotations and technical information provided by Optamate are for the Customer's internal use in evaluating, purchasing and operating the Products.

14.1 Each party will keep confidential the other's non-public business and technical information received in connection with an order, including pricing, drawings, specifications and product information. It will use that information only for the order. Optamate may share the Customer's information with manufacturers, suppliers and subcontractors who need it for the order.

14.2 This obligation does not apply to information that is public, already known to the receiving party, independently developed, or required to be disclosed by law. It lasts for 3 years after the last delivery under the order.

15.1 Changes to scope, specifications, quantities or schedule requested after acceptance must be agreed in a written change order signed by both parties. A change may adjust the price and delivery date.

15.2 The Customer may cancel an order only by written notice, and only on payment of cancellation charges for work performed, costs incurred and commitments Optamate cannot cancel. Unless the quotation states otherwise, cancellation charges are at least:

15.3 Standard stocked equipment may, at Optamate's option, be returned unused in its original packaging within 30 days of delivery, subject to a 20% restocking fee plus freight both ways. Custom, configured, special-order and electrical items cannot be returned.

15.4 Optamate may retain down payments and other amounts received and apply them toward the cancellation charge.

16.1 The Customer is in default if it fails to make a payment when due, or breaches these Terms and does not cure the breach within 10 days after written notice.

16.2 On default, Optamate may do any or all of the following: suspend performance, declare all unpaid amounts immediately due, cancel the order and recover the cancellation charges in Section 15, and exercise its rights as a secured party.

16.3 Optamate may cancel an order immediately on written notice if the Customer becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or files or has filed against it a bankruptcy petition.

17.1 Governing law and venue. These Terms are governed by the laws of the State of Indiana, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action relating to these Terms or an order must be brought only in the state courts located in Madison County, Indiana, or the United States District Court for the Southern District of Indiana, and each party consents to those courts' jurisdiction.

17.2 Severability. If any provision is found invalid or unenforceable, the remaining provisions stay in effect, and the invalid provision is interpreted to come as close as possible to the parties' original intent.

17.3 Assignment. The Customer may not assign an order or these Terms without Optamate's written consent. Optamate may assign or subcontract its rights and obligations to MasterControls, LLC, its affiliates or qualified subcontractors.

17.4 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture or agency, and neither party may bind the other.

17.5 No waiver. A failure or delay in enforcing any provision is not a waiver of that provision or any other.

17.6 Notices. Notices must be in writing and delivered by hand, recognized courier or email with confirmation of receipt, to the addresses in the quotation or as later designated in writing.

17.7 Export compliance. The Customer will comply with all applicable U.S. export control and sanctions laws for the Products, software and technical information.

17.8 Changes to these Terms. Optamate may update these Terms from time to time. The version in effect on the date of the quotation applies to that order.

17.9 Survival. Sections 3, 4, 7, 10 through 14, 16 and 17 survive completion, cancellation or termination of an order.