The following terms and conditions will govern the sales of KEYENCE CANADA INC.’S (“KEYENCE”) products ("Product(s)”). Any terms and conditions in Buyer's purchase orders or other communications contradictory to the following terms and conditions will be void. KEYENCE reserves the right to modify the following terms and conditions from time to time without prior written notice, in KEYENCE’s sole discretion.

1. GOVERNING LAW: These terms and conditions will be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction ) and shall be treated in all respects as an Ontario Contract. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sales of Goods or any other international convention governing sales of goods. The parties hereby consent to the non-exclusive jurisdiction of the courts of the Province of Ontario.

2. DELIVERY: Shipments of the Products shall be subject to freight space available, and partial shipments shall be allowed. Each delivery shall be considered a separate sale. Buyer waives the right to assert offsets, defenses or counterclaims. The Products are sold Free Carrier (FCA) (Incoterms 2000), shipping point and, upon delivery to carrier at shipping point. Buyer assumes all risk of loss or damage to the Products.

3. SHIPPING CARGES: TAXES: Separate charges for shipping and handling will be shown on the invoice(s). Unless Buyer provides KEYENCE with a valid and correct tax exemption certificate applicable to the Product ship-to-location prior to KEYENCE’s acceptance of the order, the Buyer is responsible for goods and services tax, sales tax, customs duties and all other taxes and charges associated with the order, however designated, except taxes on KEYENCE’s net income. If applicable, a separate charge for taxes will be shown on the invoice.

4. RETURN AND RESTOCKING CHARGE: Buyer may return the Products in as-new condition to KEYENCE within fourteen (14) days after the date of packing slip or invoice for a refund or credit of the Products purchase price. The refund or credit does not include any shipping and handling charges shown on invoice; the Buyer is responsible for these charges. The refund or credit may be subject to up to a 25% restocking charge (plus applicable taxes), unless otherwise prohibited by law. To return the Products, they Buyer must contact Keyence to receive a Returned Merchandise Authorization Number. To expedite the process of refund or credit, the Products need to be returned to KEYENCE in their original packaging within 7 days of the date that KEYENCE issues the Returned Merchandise Authorization Number. They Buyer must prepay shipping charges and insure the shipment or accept the risk of loss or damage during shipment.

5. PRODUCT MODIFICATION; DISCONTINUANCE: KEYENCE reserves the right to modify unordered Products from time to time, including the right to discontinue the Products.

6. PRICES AND PAYMENTS: All payments are due net 30 days of invoice dates unless otherwise expressly stated in the invoice. Prices and terms of payment stated in the invoice are not subject to any discount, rebate or modification, except if, during the time between the invoice date and the payment date, the Products' cost to KEYENCE is increased by reason of (a) any new legislation or regulations, (b) additional tax, duty tariff or similar charge, or (c) "Force Majeure described below, such an increase may be added to the invoice and shall be payable by Buyer. If there is any change in the foreign currency exchange rate, the invoice may be subject to renegotiation for adjustment or may be canceled by KEYENCE without any penalties. Buyer shall pay interest at the interest rate specified in the invoice or, if none is specified, at the rate of 12.68% per annum, on all overdue bills, and Buyer shall be liable for all costs and legal fees on a full indemnity basis incurred by KEYENCE in the collection of delinquent accounts. KEYENCE may alter or suspend credit or stop selling to Buyer, whenever in the sole discretion of KEYENCE, the payment historyor financial condition of Buyer warrants such action.

7. SHORTAGE: Credit will not be given for shortage in the ordered quantities unless Buyer notifies KEYENCE in writing of such shortage within fourteen (14) days after receipt of the Products.

8. FORCE MAJEURE: KEYENCE shall not be liable for any loss or damage due to delayed delivery or non-delivery caused, in part or in whole, by any acts of God, fire, strikes, floods, accidents, riots, lockouts, damages or losses in transportation, quotas, blockage, embargoes, insurrections, mobilization or any other actions of governmental authorities, any non-governmental restrictions, curtailment of production of KEYENCE's factory, equipment failures, power failures, non-performance of third parties or any other cause beyond KEYENCE’s control, whether at shipping point or destination point, in transit or wherever such event takes place or in the country for which the factory manufacturing the merchandise is located, and in any such event, KEYENCE may cancel the sale without liability to KEYENCE or to Buyer. If KEYENCE, following the happening of any such event beyond KEYENCE's control, elects not to cancel the sale, the time originally specified for the delivery in the invoice shall be deemed extended for a period equal to the period of KEYENCE's inability. In the event of Buyer's inability to accept the delivery of the cargo by reasons similar to or different from the above enumerated causes, KEYENCE, at its sole option, without limiting its legal remedies, may cancel the sale without liability to Buyer, or extend the time for delivery originally specified for a period equal to the period of Buyer's inability.

9. WARRANTIES AND DISCLAIMERS:

(A) KEYENCE warrants the Products to be free of defects in material and workmanship for one (1) year from shipment. Any Products found to be defective must be shipped to KEYENCE, freight prepaid, or offered to KEYENCE for inspection and examination. Upon examination, KEYENCE, at its sole option, will refund the purchase price of, or repair or replace at no charge any Products found by KEYENCE to be defective. This warranty extends to the original Buyer only, and does not apply to any defects resulting from Buyer's improper or inappropriate installation, interfacing, repair, modification, application and handling, such as exposure to outdoors air, excessive current, heat, coldness, moisture or vibration. Components which wear are not warranted.

(B) KEYENCE may offer suggestions on the use of its various Products, but the assessment of usefulness and suitability of the Products for each application rests solely with Buyer. KEYENCE will not be responsible for any damages that may result from the use of the Products in Buyer's application. The Products and any samples ("Product Samples”) supplied to Buyer are not to be used internally in humans, for human transportation, as safety devices or fail-safe systems, unless their written specifications state otherwise. Should any Products or Product Samples be used in such a manner or misused in any way, Buyer will indemnify KEYENCE and hold KEYENCE harmless from any resulting liability or damage. (C)OTHER THAN AS STATED HEREIN, THE Products and Product Samples ARE PROVIDED WITH NO CONDITIONS, REPRESENTATIONS OR WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY CONDITIONS , REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR POSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL KEYENCE AND ITS AFFILIATED ENTITIES BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF SAVINGS, THE COST OF PROCUREMENT OF SUBSTITUTED GOODS OR SERVICES OR TECHNOLOGIES, OR FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF KEYENCE OR ONE OF ITS AFFILIATED ENTITIES WAS ADVISED OF A POSSIBLE THIRD PARTY'S CLAIM FOR DAMAGES OR ANY OTHER CLAIM AGAINST BUYER. In some jurisdictions, some of the foregoing warranty disclaimers or damage limitations may not apply.

10. EXPORT CONTROL LAWS: The Products are subject to any export laws and regulations of Canada, the United States and other countries. Any diversion or re-export contrary to, or any violation of, applicable export control laws and regulations is prohibited.

11. ARBITRATION: Any disputes or differences occurring between the parties arising out of or in anyway relating to these terms and conditions, or their rights and responsibilities to each other, will be submitted to arbitration in Toronto, Ontario. Such arbitration is to be governed by the Arbitration Act 1991 (Ontario) and the sole arbitrator shall determine the procedure for the arbitration subject to the provisions of this section. If the parties cannot agree on the arbitrator after a party has given at least seven days’ notice to the other party to do so, such party may apply to the Superior Court of Justice of Ontario to appoint the arbitrator. The law applied to the arbitration shall be the laws of the Province of Ontario and the laws of Canada applicable therein. The arbitrator’s expenses are to be borne evenly by the parties subject to the discretion of the arbitrator to award costs (including legal fees on a full indemnity basis and disbursements) and expenses of the arbitration. The arbitration is a private arbitration and the result and evidence is to be kept confidential save with respect to the enforcement of any award. Any decision or award by the arbitrator shall be final and binding on the parties and there shall be no right of appeal therefrom. Nothing in the foregoing requirement that disputes or differences be submitted to arbitration will affect the right of KEYENCE to claim against the Buyer in a court of competent jurisdiction for payments for Products and related amounts or the right of either party to seek provisional or equitable relief from any court of competent jurisdiction, including injunctive relief or mandatory order, pending a final award issued by the arbitrator. Notwithstanding the foregoing requirement that disputes or differences be submitted to arbitration, if a third party commences a proceeding against KEYENCE in any jurisdiction, KEYENCE ay elect in its sole discretion to claim over against the Buyer in that proceeding. No party shall seek punitive damages. Judgment upon the award rendered by the arbitrator may be entered by a court having jurisdiction thereof.

12. BUYER'S TRANSFER OBLIGATIONS: If the Product or Product Samples purchased by Buyer are to be resold or delivered to a third party, with the consent of KEYENCE, Buyer must provide such third party with a copy of this document, all specifications, manuals, catalogs, leaflets and written information provided to Buyer pertaining to the Products.

13. NON-WAIVER; SEVERABILITY; NON-ASSIGNMENT; ENTIRE AGREEMENT: KEYENCE's failure to exercise any right or provision of the terms and conditions herein shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these terms and conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of these terms and conditions remain in full force and effect. The Buyer may not assign its rights or obligations under these terms and conditions without the prior written consent of KEYENCE. These terms and conditions contain the entire agreement between the parties relating to the subject matter of these terms and conditions. All prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter of these terms and conditions are hereby superseded by these terms and conditions.

14. LANGUAGE: The parties have expressly required that this Agreement and all documents and notices relating to Agreement be drafted in English. Les parties aux présentes sont expressément exigées que la présenteconvention ainsi que tous les documents et avis qui y sont afférents soient rédigés en anglais.