General Conditions of Sales

1. DEFINITIONS
The following definitions shall apply in these terms and conditions:

• "Conditions" means these terms and conditions.

• "Contract" means any contract between Exatronic and the Customer for the sale and purchase of any Goods, regardless its form.

• "Customer" means the person(s) or company(ies) whose Order of any Goods is accepted by Exatronic.

• "Goods" means any goods supplied or to be supplied by Exatronic to the Customer.

• "Order" means the Customer's order for the purchase of any Goods from Exatronic, as set out in Exatronic's order confirmation form with written acceptance by the Customer of Exatronic's quotation, placed by email or by any other means.

• "Product" means any Good as described by Exatronic, or any product subject to an individual quotation from Exatronic.

• "Services" means any services provided or to be provided by Exatronic to the Customer, under precisely defined terms.

• "VAT" means value added tax of Portugal or any similar sales tax imposed in any other jurisdiction.

• "Working Days" means Monday to Friday.

Any reference in these Conditions to: "in writing" includes electronic communications.

2. BUSINESS CUSTOMERS
Exatronic is a B2B (business-to-business) supplier. By placing an order, the Customer confirms they are seeking to obtain the Goods and/or Services for business purposes and not as a consumer.

3. CONDITIONS
All orders accepted by Exatronic are subject to these Conditions. If there is any conflict between any other provisions of Exatronic and these Conditions, or the provisions of any order from the Customer and these Conditions, then these Conditions shall prevail, unless Exatronic agrees otherwise in writing.

Together with any terms accepted by Exatronic related to a specific order, these Conditions constitute the entire agreement between Exatronic and the Customer regarding any Goods and/or Services ordered. No alteration to these Conditions is permitted unless expressly negotiated and authorized in writing by a director or manager of Exatronic.

4. NEW ACCOUNTS AND ORDERS
A Customer wishing to open a credit account must provide any information that may be requested by Exatronic. Exatronic reserves the right, at its sole discretion, to grant, refuse, or terminate any credit facilities or reduce or suspend any credit limit at any time. Exatronic also reserves the right to refuse to deal with any company or person.

5. DELIVERY
(a) The Customer may request delivery to be made according to a future schedule (supply program). Any changes the Customer wishes to make to the supply schedule must be agreed upon in writing by Exatronic.

(b) Delivery will be made from Portugal, EXW INCOTERMS 2010, to the address specified by the Customer, or made available at our premises for collection by the Customer.

(c) All orders are non-cancellable unless agreed in writing by Exatronic.

(d) Exatronic may employ any available delivery method. Exatronic will make reasonable efforts to meet delivery and/or performance estimates, and under no circumstances will be liable to compensate the Customer for non-delivery, quality of delivery, or late delivery.

(e) Time of delivery is not of the essence, and Exatronic reserves the right to delay shipment for various reasons, including ensuring the sourcing of raw materials, components, and all accessories and consumables or other production factors necessary to manufacture the Goods. Whenever shipment outside the agreed dates in the supply program is anticipated for such reasons, Exatronic will endeavor to inform the Customer.

6. INSPECTION, DEFECTS, AND NON-DELIVERY
(a) The Customer must inspect any Goods as soon as possible after delivery. Exatronic will not be liable for any defect in any Goods unless informed in writing by the Customer within four (4) working days from the delivery date.

(b) Exatronic will not be liable for any non-delivery of Goods unless informed in writing by the Customer within four (4) working days from the date the Goods should have been delivered. Subject to Condition 13 below, the liability of Exatronic for non-delivery or defective Goods notified upon delivery will be limited to replacing the defective product within a reasonable timeframe or refunding the EXW price paid for the defective Goods.

7. PRICES
The prices of the Goods are in the currency quoted in the Price List or individual quotation and are exclusive of VAT. Exatronic reserves the right to change its prices at any time due to the imposition of conditions from suppliers of raw materials, components, and all accessories and consumables or other production cost factors needed to manufacture the Goods.

8. PAYMENT
(a) Payment is typically required within a maximum of 30 days from the invoice date.

(b) Invoices will be sent electronically to the email address provided.

(c) Exatronic reserves the right to require prepayment under specific circumstances communicated from time to time by Exatronic to the Customer.

(d) The payment deadline is of the essence. If the Customer fails to make a payment by the due date, then, without prejudice to any other right or remedy, Exatronic shall be entitled to: 1. Cancel the order or suspend any deliveries or additional supplies, within or outside of any supply programs; 2. Appropriate any payment made by the Customer for such Goods (or any Goods made under any other contract) as Exatronic deems fit;
3. Immediately charge the customer for the entire cost of raw materials that have been procured to produce the Goods not yet supplied under the ongoing supply program, along with any penalties imposed on Exatronic by its suppliers. 4. Charge interest (before and after any court decision) on the outstanding amount at a rate of 10% per year above the European Central Bank 1 month EURIBOR rate from the due date until payment is made.

9. RETURNS
(a) Returns will generally only be agreed upon in the case of a product supplied by Exatronic being considered defective.

(b) Before returning any products to Exatronic for any reason, the Customer must contact Exatronic to obtain a Return Material Authorization number ('RMA').

(c) All products are returned at the Customer's expense and risk and must be undamaged and in their original packaging, where applicable. The Customer is responsible for returning the Goods to Exatronic and for providing proof of delivery of such return.

10. DESCRIPTION
(a) All specifications, drawings, illustrations, descriptions, and details of weights, dimensions, capacity, or other details, including, without limitation, statements regarding compliance with legislation or regulation (collectively, "Descriptions"), wherever they appear, are intended to give a general idea of the Goods, but shall not form part of the Supply Contract.

11. RISK AND PROPERTY
The risk of damage or loss of the Goods shall pass to the Customer when the Goods are collected by the Customer at Exatronic's premises or unloaded from Exatronic's carriers at the Customer's premises, as the case may be.

Ownership of the Goods shall not pass to the Customer until Exatronic has received full payment (in cash or immediately discountable instruments) of all sums due from the Customer to Exatronic. If payment is not received in full by the due date, or the Customer enters into revitalization, insolvency, or liquidation proceedings or a court issues a garnishment, seizure, or arrest warrant on any of the Customer's assets, Exatronic has the right, without notice, to repossess the Goods by any means provided by law.

12. WARRANTY
The Goods have been designed and/or manufactured by Exatronic for specific applications or uses that have been verified and accepted by the Customer prior to the Order. Therefore, misuse and/or incorrect specification will not be covered by the warranty and will be the responsibility of the Customer. The warranty offered by Exatronic is always for manufacturing defects and not for misuse or incorrect product specification.

Exatronic warrants the Goods against manufacturing defects for a period of twelve (12) months from the shipment of the Goods to the Customer. Furthermore, Exatronic will repair or, at its discretion, replace free of charge the Goods proven to be damaged or defective due to materials and workmanship.
No entanto, esta obrigação não se aplicará:

• Se o defeito surgir porque o Cliente (ou o cliente final no caso de o produto ser revendido) alterou ou reparou tais Bens sem o consentimento por escrito da Exatronic.
• Because the Customer has not followed Exatronic's instructions for storage, use, installation, or maintenance of the Goods.
• If the Customer has not notified Exatronic of any defect in accordance with Condition 6, where the defect should reasonably have been apparent after diligent inspection.
The warranty period starts from the day the Risk passes to the Customer, depending on the delivery conditions.
Before returning any product for repair, a detailed report of the description of the failure, conditions of use, etc., must be sent. This will be evaluated by Exatronic's technical department, which will assign the Customer a return RMA number. If the product is under warranty and has a manufacturing defect, it will be returned with carriage paid. Otherwise, the Customer will bear the costs of collection and return or disposal.

13. DISCLAIMER OF LIABILITY
Exatronic shall not be liable for any damages caused by any product sold. Exatronic cannot be held liable for damages caused to other equipment connected to or integrated with ours or third-party devices. Exatronic will only cover the repair of the Goods sold.

Exatronic shall not be liable to the Customer in any way (whether in contract, tort, including negligence, breach of statutory duty, restitution, or otherwise) for any injury, death, direct damage, or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, loss of goodwill, business interruption, increased purchase or manufacturing costs, loss of opportunity, loss of contracts, and related damages, or for any loss or damage that is not a foreseeable result of any breach of these Conditions, whether caused arising out of or in connection with Exatronic's total liability in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to the repair or replacement of Goods or, in the case of Services, the repeat of the Services or, at Exatronic's option, the reimbursement of costs.

14. INTELLECTUAL PROPERTY RIGHTS
Unless different terms are agreed in writing, Exatronic retains full industrial and intellectual property rights, including patents, know-how, trademarks, copyrights, and design rights concerning the "Exatronic" brand product or other brands it owns.
(a) All information related to or incorporated into the products is confidential and is proprietary information of Exatronic ("Proprietary Information") whether or not marked as Proprietary Information. Proprietary Information includes substantial and commercially valuable trade secrets, whose design and development reflect the efforts of qualified design and development experts and the investment of considerable amounts of time and money.

(b) The Customer acknowledges that any use or threat of use of the products inconsistently with this Contract or other misuse of Exatronic's Proprietary Information will cause immediate and irreparable harm to Exatronic for which there is no adequate legal remedy. Consequently, the Customer agrees that Exatronic shall be entitled to immediate and permanent injunction from a court of competent jurisdiction in case of any violation by the Customer.

(c) Nothing contained herein shall limit Exatronic's right to any legal remedies, including the recovery of damages caused by the Customer for violation of this Contract. The obligations set out in this paragraph do not apply to the extent that such information: (i) is or becomes available in the public domain except by the Customer; or (ii) is known or becomes known to the Customer independently of any disclosure by Exatronic.

(d) The Customer shall not modify, disassemble, reverse engineer, analyze, or decompile the software of any part of the products under any circumstances. No rights or licenses are granted to the Customer except the right to use the Goods or resell the Goods in the normal course of the Customer's business.

15. USE OF PERSONAL DATA
Exatronic processes personal data in accordance with the European Union General Data Protection Regulation (GDPR).

16. EXPORT
The Goods, including the documentation, and any related technical data included in, or contained in such Goods, and any products using such Goods, documentation, or technical data (collectively, "Regulated Goods") may be subject to export control laws and regulations of Portugal and/or other countries ("Export Laws"). The Customer must not, and must not permit any third party to, directly or indirectly, export, re-export, or release any Regulated Goods to any jurisdiction or country to which, or to any party to whom, the export, re-export, or release of any Regulated Goods is prohibited by Export Laws, including sanctions or embargoes administered by the Portuguese Government, or any other applicable government authority. The Customer must comply with all applicable Export Laws and fulfill all necessary commitments (including obtaining any required export license or other governmental approval) before exporting, re-exporting, or releasing any Regulated Goods.

17. LEGAL CONSTRUCTION
All specific contracts and non-contractual disputes shall be governed and interpreted in accordance with Portuguese law, and the Customer submits to the jurisdiction of Portuguese courts, but Exatronic may enforce such contract in any court of competent jurisdiction.

18. APPLICABILITY
This Contract reflects Exatronic's General Terms and Conditions of Sale, which will supersede any purchase conditions of the Customer, regardless of whether the Customer informs or not of the existence of such purchase conditions, unless Exatronic accepts such purchase conditions in writing in a document specifically settled for that purpose.