BINDING TERMS AND CONDITIONS OF SALE

The following are the terms and conditions (“Terms and Conditions”) for the sale of products (“Products”) by Foks Automation Co., Ltd. (“Foks”) to Foks’s customers (“Customers”). Foks is the Owner of ORION LEVEL brand

• 1 – ACCEPTANCE AND CANCELLATION OF ORDERS

All orders are subject to acceptance in writing by Foks or a duly authorized agent of Foks. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Foks may be cancelled by Customer upon written consent of Foks provided such order is not “NC/NR” or “Non-Cancelable/Non-Returnable”, “Non-Standard Products” or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Foks may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by Foks, and shall be paid by Customer to Foks. Customer requests to reschedule are subject to acceptance by Foks in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by Foks to the shipment carrier. Foks reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice.

• Returns

Returns are normally accepted when completed within 30 days of the ship date. If Foks agrees to accept a return, return freight charges must be prepaid by customer. Foks will not accept COD shipments.  All items must be in the original packaging and in resalable condition. Contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product.

• Counterfeit Product Prevention Clause

Only products originally shipped from Foks or from a supplier at Foks’s direction (drop-ship) will be returned to Foks. All others will be promptly quarantined and disposed of or returned to the customer. By a Customer returning products to Foks, the Customer certifies that the products were purchased from Foks and there has been no substitution in whole or part of same product from another supplier, distributor or other such source of the product. The return should be in the original packaging (manufacturer or Foks), in unused condition (except defective).

• 2 – PRICES

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Foks and will be applicable for the period specified in Foks’s quote. If no period is specified, quoted prices will be applicable for thirty (30) days. The catalog reflects the latest pricing information available at the time of printing. Prices shown in the catalog are subject to change without notice. Prices are subject to increase in the event of an increase in Foks’s costs or other circumstances beyond Foks’s reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, and document fees.

• 3 – TERMS OF PAYMENT

All payments must be made in the currency billed on the original invoice.

Credit cards accepted include major credit cards, purchase cards, and major bank debit cards including MasterCard, VISA, Diners Club, Discover, and American Express. Credit Card billing information must be verified on new customers prior to shipment of order. Payment via net thirty (30) days is available to businesses, schools, and agencies with three references or as otherwise specified by Foks.

Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will e-mail a Proforma invoice which includes our bank information, the merchandise total and shipping charges. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be canceled after 20 business days if funds have not been received. Customer is responsible for duties and taxes.

• 3.1 – TERMS OF PAYMENT

Customer agrees to pay the entire net amount of each invoice from Foks pursuant to the terms of each such invoice, without offset or deduction. Orders are subject to credit approval by Foks, which may in its sole discretion at any time change the terms of Customer’s credit, require payment in cash, bank wire transfer/EFT or by official bank check, and/or require payment of any or all amounts due or to become due for Customer’s order before shipment of any or all of the Products. If Foks reasonably believes that the Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, Foks may suspend delivery of any order or any remaining balance thereof, until such payment is made or cancel any order or any remaining balance thereof. Customer will remain liable to pay for any Products already shipped and all Non-Standard Products ordered by Customer. Customer agrees to submit such financial information as Foks may reasonably require for determination of credit terms and/or continuation of credit terms. Checks are accepted subject to collection and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Foks against any obligation owing by Customer to Foks under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer’s liability for any additional amounts owing by Customer to Foks. The acceptance by Foks of such check will not constitute a waiver of Foks’s right to pursue the collection of any remaining balance. Invoices not paid when due will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Foks may pursue any legal or equitable remedies, in which event Foks will be entitled to reimbursement of costs for collection and reasonable attorneys’ fees. There is a $25 (USD) service charge on all returned checks.

• 4 – SALES TAX

All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.

• 5 – DELIVERY AND TITLE

All shipments by Foks are F.O.B. point of shipment from Foks’s facility and the amount of all transportation charges will be paid to Foks by the Customer in addition to the purchase price of the Products. Subject to Foks’s right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Foks will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). Customer acknowledges that delivery dates provided by Foks are estimates only and that Foks will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Foks unless specifically designated by Customer. Foks reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

• 6 – FOKS’S LIMITED WARRANTY

Foks’s liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at Foks’s election, with such remedies exclusive and in lieu of all others. Customer must notify Foks within 360 days from date of shipment of any defective product. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Implied warranties of fitness for a particular purpose and merchantability are specifically excluded and shall not apply. Customer’s obligations and Foks’s remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered or altered in any way.

• 7 – LIMITATION OF LIABILITIES

IN NO EVENT SHALL Foks BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Foks for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise

• 8 – PRODUCT SAFETY NOTICE AND RESTRICTIONS

Products are intended for commercial use only. Products are traceable to the OEM manufacturer and Lot/Date Code where available and when requested at the time of customer order.

• 9 – STATEMENTS AND ADVICE

If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. Foks shall have no responsibility or liability for the content or use of such statements or advice. Foks Technical support is provided by telephone and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any customer products.

• 10 – NON-CANCELABLE/NON-RETURNABLE PRODUCTS

From time to time, Seller will notify Buyer of a product that is “NC/NR”, (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Buyer understands that “NC/NR” products are obtained by Foks from the manufacturer specifically for the buyer. Irrespective of circumstances, the buyer agrees that “NC/NR” products may not be cancelled, returned or rescheduled by the buyer without the agreement of both Foks’s supplier and the written consent of Foks Electronics.

• 11 – INTELLECTUAL PROPERTY

If an order includes software or other intellectual property, such software or other intellectual property is provided by Foks to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software may be returned for credit. Opened software may not be returned unless defective.

• 12 – FORCE MAJEURE

Foks will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Foks’s time for delivery or performance will be extended by the period of such delay or Foks may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

• 13 – EXPORT CONTROL

Foks Electronics is committed to compliance with all Turkey Export Regulations and Laws. Foks will not sell or ship to countries embargoed by the Turkey Treasury Office . Foks will not sell or ship to individuals or organizations identified by the Turkey Treasury as Specially Designated Nationals and Blocked Persons. Foks will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the Turkey Department of Commerce. Foks will not seek export licenses pursuant to Export Administration Regulations.  The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the Turkey and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

• 14 – GENERAL

The Terms and Conditions may not be modified or cancelled without Foks’s written agreement. Accordingly, goods furnished and services rendered by Foks are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer’s order, the information and conditions on the Credit Application are controlling over Customer and Foks. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents (“Customer Documents”), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by Foks, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Foks. Foks’s performance of any contract is expressly made conditional on Customer’s agreement to Foks’s Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Foks. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of  Foks. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the Turkey