MASTER TERMS AND CONDITIONS OF SALE (Revision October 29, 2021)

UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS TAKE PRECEDENCE

OVER ANY OTHER TERMS AND CONDITIONS THAT APPEAR IN THE BODY OF PURCHASE ORDERS.

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1. CONTRACT FORMATION; DELIVERABLES

Parties. The terms govern agreements under which Mekitec Ltd or an

affiliate thereof (the “Seller”) agrees to provide products or services

(the “Products” and “Services”, respectively) to Buyer identified in

the enclosed order form, order confirmation, purchase order, or the

agreement between the parties (in each case, the “Order Form”).

Contract formation. Seller’s offers are not binding upon Seller. A

valid contract for the sale of Products or Services (the “Contract”) is

formed upon Seller and Buyer both signing Seller’s relevant Order

Form. These terms and conditions shall be considered an integral part

of the Contract. Any additional general or specific terms offered by

Buyer shall be without effect unless they are expressly incorporated

into or referred to in the Order Form. Once a Contract for an order

has been agreed on, Buyer is bound to it.

Deliverables. Seller shall provide Buyer the Products and Services

agreed on in the Order Form. The Products may be either tangible

physical goods or software and shall conform to (i) Seller’s standard

specifications for such Products made available to Buyer and (ii) any

specific additional specifications identified in the Order Form. The

Services may be either one-off services or ongoing services (including

online services) and shall be provided using all such endeavours

that would be made by a reasonable company of the same kind in the

same circumstances, using all due professional skill and care to reach

the envisioned result (below referred to as “best endeavours”) stated

in the Order Form.

Deviating Orders. If the Products or Services are of a type, size or

quality not normally produced by Seller, or the specifications of the

Products or Services are specifically agreed to deviate from Seller’s

standard specifications, or if the deliverables are specifically designed

for Buyer, Seller will use best endeavours to provide the Product

or Service. If this proves impossible, impracticable or uneconomical,

Seller reserves the right to terminate the Contract for convenience,

in which event Buyer shall only be liable for paying for the part

Products or Services actually delivered or performed.

2. DELIVERY

Delivery time. Unless agreed otherwise in the Order Form, stated

times for delivery of Products or performance of Services are estimates

only. Unless otherwise stated in the Order Form, time is not of

the essence for the Contract.

Delivery term. Unless agreed otherwise in the Order Form, Products

shall be delivered EXW INCOTERMS 2020 at a site defined by

Seller. If Seller arranges or undertakes carriage, freight, insurance, or

any other transport from that point onwards, the costs shall be for

Buyer’s account and shall not affect the passing of risk. Seller shall

not accept any responsibility for any damage or loss in transit.

Buyer’s Inspection. Buyer shall inspect the delivered Products and

Services for any defects and promptly give notice of any issues to

Seller. Seller shall have not liability for any defects not promptly notified

to Seller.

Commissioning. Seller shall be liable for the commissioning of Products

solely to the extent, and as, specified in the Order Form. Seller

shall not be liable for the installation of a Product into Buyer’s operating

environment.

Excusable delays. Seller shall not in any event be liable for delays in

delivery or failure to perform due to direct or indirect causes beyond

Seller’s reasonable control, nor shall Seller be liable for inabilities

due to causes beyond Seller’s reasonable control to timely obtain necessary

or proper materials, components, facilities, energy, fuel, transportation,

governmental authorizations or instructions, material or information

required by Buyer (each an “Excusable Delay”). The foregoing

shall apply even though any of such causes exists at the time of

the order. Further, if an Excusable Delay occurs after Seller’s non-

Excusable Delay, Seller shall be liable only for the portion of the non-

Excusable Delay so long as Seller reasonably proves such Excusable

Delay. Seller shall notify Buyer of any Excusable Delay and shall

specify the revised delivery date as soon as practicable.

Termination or rescheduling due to Excusable Delay. If an Excusable

Delay extends for more than 180 days and Seller and Buyer have not

agreed upon a revised plan for continuing the work at the end of the

delay or failure (including, without limitation, adjustment of the

price), then Buyer may terminate for convenience the relevant Contract

with respect to any undelivered Products or unperformed Services,

whereupon Seller shall promptly reimburse Buyer all payments

made up to that date relating to any undelivered Products or unperformed

Services. In the event of an Excusable Delay, Seller reserves

the right to terminate the order or to reschedule the shipment within

a reasonable period of time, and Buyer will not be entitled to refuse

delivery or otherwise be relieved of any obligations as the result of

such delay.

Delays due to Buyer. In the event delivery of a Product or performance

of a Service is delayed due to any cause within Buyer’s control,

the relevant Products, or parts for any Services, may be placed in storage

by Seller at Buyer’s risk and expense and for Buyer’s account.

Risk in the Products shall be deemed to have passed to the Buyer once

Seller has performed its own obligations in respect of the delivery.

3. EXPORT CONTROL

Export control. Buyer shall be responsible at its own expense for obtaining

any license and complying with any import and export regulations

to take delivery of Products or Services. Seller reserves the

right not to supply certain customers or countries and to enquire of

Buyer full details of the end use and final destination of the Products

or Services (or results thereof).

4. PRICES

Prices. Buyer shall pay the prices for the Products and Services agreed

in the Order Form. If no price has been agreed in the Order Form,

Buyer shall pay the prices specified in Seller’s offer or quotation. If

no price has been specified or quoted, Buyer shall pay Seller’s standard

prices as in effect when the Contract was concluded.

Shipping costs. Unless otherwise specifically agreed in writing by

Seller, the shipping costs payable by Buyer shall be the prices defined

in Seller’s valid quotations and price list in force from time to time. If

no shipping cost has been specified or quoted, it will be Seller's price

in effect at the time of shipment. Unless otherwise expressed in writing

Buyer shall also be responsible for and pay all packing, shipping,

freight and insurance charges and costs, which charges and costs

Seller may require Buyer to pay in advance.

Taxes and charges. Where required, Seller will add applicable value

added taxes to its invoice. All amounts payable under the Contract are

otherwise exclusive of all sales, use, value added, withholding, and

other taxes and duties. Buyer shall be responsible for and pay all taxes

and duties in connection with the Contract and its performance, by

any authority, except for taxes payable on Seller’s net income. Seller

shall be promptly reimbursed by Buyer for any and all taxes or duties

that Seller may be required to pay in connection with the Contract or

its performance and which are payable by Buyer under the terms

herein.

Currency. Seller may invoice in EUR or USD. In the event of specifications

or quotations in other currencies, these are based on the exchange

rate at the time of quoting, and Seller reserves the right without

prior notice to adjust the prices at Seller’s discretion in certain circumstances

including, but not limited to, changes in exchange rates prior

to the date of invoicing Buyer.

5. TERMS OF PAYMENT; LATE PAYMENT

Invoicing. Prices hereunder are payable against an invoice issued by

Seller. Unless the parties have agreed otherwise, Seller may use its

standard invoicing procedures for, e.g., electronic delivery of the invoice.

The invoices shall be paid by wire transfer to the IBAN bank

account number designated by Seller unless the parties in the Order

Form have specified otherwise. All payments shall be made without

set-off or deduction.

Payment term. The payment term of the invoices shall be net 14 days

of the date of the invoice, unless the parties have agreed otherwise, or

Seller has granted Buyer credit.

Late-payment interest. In case of Buyer’s failure to pay an invoice as

provided for in the payment term, Seller shall also have the right to

charge, and the Buyer shall be under an obligation to pay an interest

of 8% per annum on any overdue account.

Interruption of performance due to late payment. In case Buyer’s payment

is overdue more than 60 days, Seller may stop further shipments

or deliveries of Products, cease providing any Services to Buyer and

interrupt any ongoing Services until such time that the invoice has

been paid in full.

Repossession of Products. In case of Buyer’s failure to pay an invoice

as provided for in the payment term, Seller shall be entitled to the

immediate return of all Products delivered to Buyer the title to which

has not passed to Buyer.

Additional security. Where Seller has reasonable doubts as to Buyer’s

financial position, Seller reserves the right to require payment of an

advance security for future fees before delivering Products or performing

Services.

6. TITLE TO GOODS

Retention of title. Title and ownership to the Products, whether separate

and identifiable or incorporated with any other goods, shall, to the

extent permitted under mandatory law, remain with Seller until the

Products have been paid in full. Buyer shall keep the goods separately

and identifiable as the property of Seller until the title to the Products

passes to Buyer in accordance with the above. The Products shall be

deemed sold or used by Buyer in the order that they are delivered to

Buyer.

7. BUYER’S OBLIGATION TO CO-OPERATE

Necessary information. Buyer is responsible to provide all necessary

documents, drawings, plans, and other information to Seller for Seller

to fulfil its contractual obligations under these terms and the Contract.

Access to facilities. Buyer is responsible to organize and prepare the

installation or work location, and access thereto, including but not

limited to, space, support, fixing, electrical, pneumatics, ventilation,

entry and exit conveyors, for proper and timely installation and operation

of the Products or performance of the Services. In case the Products

include parts, which are connected to Buyer’s existing structures,

such as rejecters or barcode readers and alike, Buyer is responsible for

any and all modifications to Buyer’s structures for a successful fixing/

mounting of the Products. When applicable, Buyer agrees to assist

Seller and to cover its own costs from unloading of the Products at

Buyer´s site, storing and hauling the Products to the installation location

according to Seller’s instructions.

Delays. In case of a delay or interruption to the originally planned

commissioning schedule, Seller shall be entitled to charge Buyer

separately for the actual costs caused by the delay (e.g., extra travel

costs).

8. WARRANTIES

Standard warranty for new entire-system Products. Seller warrants,

for a period of 24 months from their delivery, that the Products substantially

will conform to the requirements set out in section 1 when

subjected to normal, proper, and intended usage, in accordance with

any instructions provided by Seller, by properly trained personnel and

that the Products are free from defects in material and workmanship.

For new entire-system Products’ X-ray generators, however, the warranty

term is 24 months or 15,000 hours of use, whichever comes first.

Standard warranty for refurbished Products and parts. Where Product

or part sold is refurbished, the above warranty shall apply with the

modification that the warranty term is 12 months except for refurbished

X-ray generators for which the warranty term is 12 months or

7,500 hours of use, whichever comes first.

Standard warranty for spare parts. Where the Product or part sold is a

spare part, the above warranty shall apply with the modification that

the warranty term is 18 months except for new spare part X-ray generators

for which the warranty term is 18 months or 11,250 hours of

use, whichever comes first.

Extended warranty in new entire-system Products. If agreed on in the

Order Form, Seller may also, by way of extended warranty, warrant

for a period of an additional 24 months (in addition to the standard

warranty, for a total of 48 months) or for a total of 30,000 hours of

usage, whichever comes first, that new entire-system Products´ X-ray

generators will conform to the requirements set out in section 1 when

subjected to normal, proper, and intended usage by properly trained

personnel and subject to Buyer’s full compliance with Seller’s environmental,

electrical, and general maintenance instructions. Generators

replaced under this extended warranty will be covered by this

warranty for an additional 6 months or until the expiry of the original

extended warranty period, whichever comes last.

Start of warranty term for spare part X-ray generators. Unlike other

warranties, for any spare part X-ray generators the warranty term

starts from when the part is installed into a Product. Buyer shall record

the relevant installation date and shall, upon request, be able to prove

the date (including providing Seller the related service report.) Buyer

shall also comply with all instructions on the proper installation, usage

and seasoning.

Repair or replacement of Product under warranty. In the event a Product

does not conform to the above warranties, Seller shall, at its discretion,

either repair or replace the relevant Product (or part thereof).

Seller shall use its best endeavours to perform the repair or replacement

within reasonable time. In the event of a replacement, Buyer

shall, at its cost, return the defective Product (or part thereof) without

undue delay after having been provided the replacement observing

any return requirements set out by Seller (e.g., on biohazard decontamination

procedures and other product-specific handling instructions).

Replacement parts may be new or refurbished, at the election

of Seller. Returned Products or parts shall be deemed Seller’s property.

Replacement Products or parts are provided on the delivery term set

out in “Delivery term” above. The above standard warranty for Products

shall apply to the repaired or replaced Product or part, with the

modification that the warranty term shall instead be 6 months of the

replacement Product or part having been delivered to Buyer or until

the end of the original warranty term, whichever comes last.

Standard warranty for one-off Services. For Services that are provided

on a one-off basis (such as a specific modification or repair, even if

provided as part of an ongoing service contract), Seller warrants that

the Services substantially will be performed in the manner set out in

section 1. In the event Seller has not performed such a one-off service

in conformity with this warranty, Seller shall be required to reperform

the Service in a manner that conforms to these terms and the relevant

Order Form. Seller shall use its best endeavours (as defined above) to

re-perform the Service within reasonable time. The terms stated in

“Notice of Defect” apply to the Standard warranty for one-off Services.

Standard warranty for ongoing Services. For Services that are performed

on an ongoing basis (e.g., access to an online service), Seller

warrants that the Services, during the agreed duration of the Service,

substantially will be performed in the manner set out in section 1

(and/or be available in that form, as applicable). In the event an ongoing

Service does not conform to this warranty, Seller shall repair or

otherwise remove this non-conformity from the Service so that the

ongoing Service going forward will comply with the warranty. Seller

shall use its best endeavours to repair or otherwise remove the nonconformity

from the Service within reasonable time.

Consumables. The aforesaid standard warranties do not apply to consumable

items such as, e.g., belts, protective curtains, and air filters.

For certain consumables, Seller may have agreed to provide a separate

warranty, in which case the terms of that warranty apply.

Sole remedy. The above obligations to repair or replace defective

Products, or to re-perform defective Services, shall be the sole remedy

of Buyer in the event of a defective Product or Service. Except as expressly

provided in the above warranties, Seller disclaims all other

warranties, whether express or implied, oral, or written, with respect

to the Products or Services, including without limitation all implied

warranties of merchantability or fitness for any particular purpose.

Wear and tear. In no event do the above warranties create any liability

for (i) normal wear and tear, (ii) consumption as part of normal

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operations, (iii) any kind of misuse or detrimental exposure, accident,

disaster or force majeure, (iii) fault or negligence of Buyer, (iv) use

of Products or Services in a manner for which they were not designed,

(v) causes external to the Products or Services such as, but not limited

to, power failure or electrical power surges, (vi) improper storage and

handling of Products or (vii) use of Products in combination with

equipment or software not supplied by Seller.

Extended warranties. Seller may also offer extended warranties for

Products or Services, or consumables. In the event the parties have

agreed on such extended warranties, and on the price to be paid therefor,

the terms of the extended warranties shall take precedence over

the above standard warranties.

Notice of defect. Buyer shall in any event promptly upon discovery

of a defect, and in any event no later than within one month thereof,

give written notice to Seller. Seller shall have no liability for any defect

or non-conformity in any Product or Services for which Buyer

fails to meet this obligation.

Third party products. The above warranties do not apply to thirdparty

products that are not part of Seller’s normal offering, unless the

parties have agreed otherwise.

9. INTELLECTUAL PROPERTY RIGHTS

Definition of IP. For the purposes of these terms and the Contract,

“intellectual property” means all copyrights, including database

rights and other neighbouring rights, and all industrial property rights,

such as patents, utility models, design rights, trademarks, in all relevant

cases whether registered or not, and in all cases irrespective of

the jurisdiction in which the intellectual property exists.

IP in Products and Services. Seller (or, where applicable, its licensors)

shall retain all intellectual property rights in any Products or Services,

including to any modifications made thereto.

IP in data. Intellectual property rights in Buyer-specific data generated

by a Product will vest in Buyer. Buyer, however, grants Seller

the right to use such data, e.g., collected as part of, diagnostics or the

provision of ongoing Services, to create aggregate data from which

Buyer may no longer be specifically identified. Any intellectual property

rights in such aggregate data shall vest exclusively in Seller.

Software licensed, not sold. With respect to any Product that is or

incorporates software, Seller and Buyer intend and agree that such

software is licensed and not sold, and that the words “purchase”, “sell”

or similar or derivative words are understood and agreed to mean “license”,

and that the word " Buyer" or similar or derivative words are

understood and agreed to mean "licensee". Notwithstanding anything

to the contrary contained herein, Seller or its licensor, as the

case may be, retains all rights and interest in software provided hereunder.

Licence to software. Seller hereby grants to Buyer a royalty-free, nonexclusive,

non-transferable license, without power to sublicense, to

use the software (whether as a standalone Product or as incorporated

in a tangible Product) provided hereunder solely for Buyer's own internal

business purposes on the hardware Products provided hereunder.

This license terminates when Buyer's lawful possession of the

hardware products provided hereunder ceases, unless earlier terminated

as provided herein. Buyer agrees to hold in confidence and not

to sell, transfer, license, loan or otherwise make available in any form

to third parties the software products and related documentation provided

hereunder. Buyer agrees, upon termination of this license, immediately

to return to Seller all software products and related documentation

provided hereunder and all copies and portions thereof.

IP notices. Buyer shall not delete or in any manner alter the trademarks

or any copyright, trademark, or other proprietary rights notices

of Seller or its licensors affixed on or in any Product (including software)

or Service.

Reverse engineering. Buyer shall not reverse engineer, copy, disassemble,

decompile, translate, or adapt any Product (including software)

or Service, save as expressly permitted by applicable mandatory

laws.

Seller’s liability for IP. In addition to the other warranties set out

herein, Seller warrants that the Products or Services made by it, when

used by Buyer and subject to normal, proper, and intended usage by

properly trained personnel, will not infringe any intellectual property

right held by a third party and valid in the country of intended usage

as specified in the Order Form. Seller agrees to indemnify, defend

and hold harmless Buyer from and against any and all damages, liabilities,

actions, causes of action, suits, claims, demands, losses, costs

and expenses (including without limitation reasonable attorney’s fees

and disbursement court costs) (“Indemnified Items”) arising out a

breach of this non-infringement warranty provided, however, Seller

shall have no liability for such issues to the extent any such Indemnified

Items are caused by either (i) the negligence or wilful misconduct

of Buyer, its employees, agents or representatives or contractors, (ii)

by any third party, (iii) use of a Product or Service in combination

with equipment or software not supplied by Seller where the Product

would not itself be infringing, (iv) compliance with Buyer’s designs,

specifications or instructions, (v) use of the Product in an application

or environment for which it was not designed or (vi) modifications of

the Product by anyone other than Seller without Seller's prior written

approval. Buyer shall provide Seller prompt written notice of any

third-party claim covered by Seller’s above indemnification obligation.

Seller shall have the right to assume exclusive control of the

defence of such claim or, at the option of Seller, to settle the same.

Buyer agrees to cooperate reasonably with Seller in connection with

the performance by Seller of its indemnification obligations. If the

continued use of the Products for the purpose intended is prohibited

by any court of competent jurisdiction, Seller shall take one or more

of the following actions, at Seller’s option, and Seller’s infringement

related indemnification obligations shall be extinguished and relieved

if Seller, at its discretion and at its own expense (a) procures for Buyer

the right, at no additional expense to Buyer, to continue using the

Product or Service; (b) replaces or modifies the Product or Service so

that it becomes non-infringing, provided that the modification or replacement,

remain in all material aspects in compliance with the

agreed technical specifications of the Product or Service; or (c) in the

event (a) and (b) are not practical, refund to Buyer the amortized

amounts paid by Buyer with respect thereto. The foregoing indemnification

provision states Seller’s entire liability to Buyer for the claims

related to the infringement of third-party rights.

Third-party products. The above intellectual property warranty and

indemnification obligations shall not apply in respect of any part of

any Product furnished hereunder that is not manufactured by Seller.

10. PERSONAL DATA

Independent data controllers. Unless the parties have agreed otherwise,

Seller and Buyer will both be deemed independently responsible data

controllers for the personal data they may collect as part of providing

the Products or Services hereunder. Seller is thus the data controller

for, e.g., its own customer database, and Buyer is the data controller

for any personal data collected or processed in or by the Products.

Certain services. For certain services, Seller may, however, instead be

a data processor acting on behalf of Buyer (e.g., certain ongoing hosting

services). In these cases, the parties will execute a separate data

processing agreement where legally required.

11. LIMITATION OF LIABILITY

Limitation of liability. Notwithstanding anything to the contrary

herein or in any Contract between the Parties and to the fullest extent

permitted by law, in no event will Seller be liable to Buyer for any

lost profits, lost savings or incidental, indirect, special or consequential

damages arising out of Buyer´s use or inability to use the Products

or Services, or the breach of the Contract, even if advised of the possibility

of such damages. Seller’s total liability to Buyer whether in

contract, tort (including negligence) or otherwise will in any event (a)

in respect of a Product, be limited to the purchase price of the relevant

Product and (b) in respect of a Service, be limited to the payments

actually received from Buyer under the Contract and in respect of the

Services at issue during the twelve months that immediately preceded

the event giving rise to such Seller’s liability. Any limitation of liability

herein shall not limit liability for loss caused through wilful misconduct,

gross negligence or for such liability for which liability cannot

be limited under applicable mandatory laws.

Exclusions. Buyer shall be responsible for ensuring the fitness of purpose

of the deliverables for Buyer’s needs and applications.

Force majeure. Seller shall not be liable for any failure to perform any

of its obligations under these terms or the Contract due to an event of

force majeure. Events of force majeure are events beyond the control

of Seller and include, without limitation, war, civil unrest, strikes,

lock-outs and other labour disputes, acts of government, extreme

weather, natural disasters, accidents or some other unusual event with

equally drastic effects.

12. CONFIDENTIALITY

Confidentiality. Each party shall keep confidential any such information

or materials that it receives from the other that is either marked

confidential or which must reasonably be understood to be confidential.

Without limiting the generality of this, information on Seller’s

pricing, discounts, commercial terms, as well as technical information

on the Products and Services provided to Buyer, shall be deemed

Seller’s confidential information.

Exceptions to confidentiality. This confidentiality undertaking shall

not apply in respect of (a) information or materials that are generally

available or otherwise public, (b) information or materials that the relevant

party has received from a third party without any obligation of

confidentiality, (c) information or materials that the relevant party has

developed independently without using information or materials from

the other party, (d) disclosures of information or materials that are

required under mandatory legal obligation applicable to the relevant

party, and (e) disclosures of information or materials to professional

advisors, or as part of audits, or the like, provided that the recipient is

under a general duty of confidentiality is respect of information or

materials received as part of their engagement.

Right of reference. Seller shall be entitled to use Buyer as a reference

customer, unless otherwise agreed in writing between the Parties.

13. TERMINATION

Seller’s right to terminate. Seller shall have the right to terminate the

Contract for cause and with immediate effect by giving Buyer a written

notice in the event that:

(i) Buyer commits a breach of these terms or the Contract and

fails to remedy such breach within thirty (30) days after having

been given written notice of the breach by Seller,

(ii) Buyer suffers financial or operational distress, becomes, voluntarily

or involuntarily, a subject of a petition for bankruptcy

or any proceeding relating to insolvency, liquidation, or composition

for the benefit of creditors,

(iii) Buyer ceases to do business for any reason.

Buyer’s right to terminate. Buyer shall have the right to terminate the

Contract for cause in the event that Seller commits a breach of these

terms or the Contract and fails to remedy such breach within thirty

(30) days after having been given written notice of the breach by

Buyer.

Effect of Termination. Upon termination or expiration of the Contract:

(i) All unshipped orders are automatically cancelled,

(ii) All outstanding invoices become due and payable on the effective

date of termination,

(iii) All rights granted to Buyer under the Contract shall expire.

No Residual Rights. Seller shall not be liable to Buyer for damages of

any kind because of termination or expiration of the Contract in accordance

with these terms. Seller shall not be liable to Buyer for damages

of any kind on account of termination or expiration of the Contract.

Non-exclusive remedy. Termination of the Contract shall be without

prejudice to the rights and obligations of Seller, which have accrued

up to the date of termination, and the exercise by Seller of its rights

under this section shall be without prejudice to its other remedies under

these terms.

Surviving terms. Such provisions of these terms and the Contract that

by their nature are intended to survive the termination or expiry of the

Contract, shall survive such termination or expiry irrespective of this

reason therefor.

14. NON-SOLICITATION

Non-solicitation. Buyer agrees that it shall not, directly or indirectly,

solicit the services of any of the employees of Seller during the term

of the Contract and for a period of one (1) year following the termination

or end of the performance of the Contract.

15. MISCELLANEOUS

Entire agreement. These terms and the Order Form constitute the entire

agreement between the parties in respect of the relevant subjectmatter.

Waivers and amendments. Waiver, amendment, or modification of

any provision of these terms or the Contract, or any right or remedy

hereunder, shall not be effective unless in writing and signed by both

Parties. Any failure or delay to exercise any right or remedy hereunder

shall not operate as a waiver thereof, nor shall any such failure or delay

prevent any further or other exercise thereof or the exercise of any

other right or remedy.

Partial invalidity. If, at any time, any provision hereunder is or becomes

illegal, invalid or unenforceable in any respect under the law

of any relevant jurisdiction, such provision shall be modified to reflect

the legally enforceable intent of the Parties, and the remaining provisions

of these terms and the Contract shall remain in full force and

effect.

Notices. Any notice or communication required or permitted hereunder

shall be in writing and may be delivered by email to a contact

person designated by the recipient party.

No assignment. Buyer shall not be entitled to assign or transfer any of

its rights, benefits, or obligations hereunder without the prior written

consent of Seller.

16. APPLICABLE LAW AND DISPUTE RESOLUTION

Governing law. These terms and the Contract are governed by and

shall be construed in accordance with the laws of Finland, excluding

its choice of law provisions and the application of the U.N. Convention

on Contracts for the International Sale of Goods (1980).

Dispute resolution. Any and all disputes that may arise between the

parties under or in connection with these terms or the Contract shall

be finally settled in arbitration in accordance with the Rules of Arbitration

of the Finnish Central Chamber of Commerce. Arbitration

shall be conducted in Helsinki, Finland, in the English language. Notwithstanding

the foregoing, Seller shall, at its own discretion, have

the right to initiate legal proceedings against Buyer in any competent

court of law for the purpose of collecting unpaid fees or other payments

under these terms or the Contract.