Shipping policy

Order of Precedence
Terms printed on the face of this quotation or invoice will supersede any conflicting terms contained in these Terms and Conditions of Sale (these “Terms”).

Payment
Unless otherwise indicated on the face of this quotation or invoice, Buyer shall pay Axiometrix Solutions Inc. (“Seller”) the amounts shown on Seller’s invoice for all goods sold or
software licensed to Buyer prior to shipment or delivery by Seller. Construction
In the interest of brevity in these Terms, the words “purchase”, “sold”, “sale”, and similar words shall mean with respect to Seller’s software products, “license”. In all cases, Buyer’s
rights respecting such software shall be that of a licensee and not an owner.

Prices, Taxes, Shipping
Trade terms are EXW (Ex Works). Seller’s office, Beaverton, OR. Shipment, insurance, and all expenses and risks related thereto are the responsibility of Buyer with shipping charges
billed freight collect to Buyer. Interest shall accrue on all amounts past due at the annual rate of eighteen percent (18%) or the maximum amount allowed by law, whichever is
less.Prices do not include sales, excise, use, or other taxes measured by the sales price of the goods and software sold or arising under such sale, nor do they include customs,
duties, tariffs, and taxes.Buyer shall pay any and all such duties, tariffs, and taxes for which either Buyer or Seller may become legally liable as a result of the sale of Seller’s goods and
software to Buyer, except for those taxes from which Buyer and Seller are exempt, and for which Buyer provides Seller with an exemption resale certificate in the appropriate form for the
jurisdiction of Buyer’s place of business and any jurisdiction to which hardware or software is to be directly shipped hereunder.

Software License
Subject to these Terms, Seller grants to Buyer a personal, nonexclusive, nontransferable license to use the software and firmware installed on the hardware products sold to Buyer.
Buyer shall use the software only in connection with the operation of the hardware products sold to Buyer.Buyer shall not (a) modify or prepare derivative works from the software, (b)
reverse engineer, disassemble, or decompile the software or hardware, (c) remove, obscure, or alter any notice of patent, copyright, trade secret, trademark, or other proprietary right
present on the software, and (d)sub­license, sell, lend, rent, lease, or otherwise transfer all or any portion of the software to any third party. Buyer shall promptly notify Seller of any
unauthorized use of the software that comes to Buyer’s attention.The software contains valuable copyright, trade secret, trademark, and other proprietary rights of Seller. Except for the
limited license granted herein, Seller reserves all rights in and to the software. No title to or ownership of any software or proprietary rights related to the software is transferred to
Buyer hereunder.

Copyrighted Materials
Seller’s copyrighted materials of all kinds shall not be copied by Buyer without Seller’s written permission.

Delivery and Risk of Loss
Seller shall deliver the goods and software by placing them with a carrier for delivery to Buyer.Risk of loss passes to Buyer upon delivery to the carrier. Shipment and delivery dates are
estimated only. In no event shall Seller be liable to Buyer or any third parties for any damages of any kind, direct or indirect, in the event of delay of delivery. In the event of any such
delay, Seller shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances.

Inspection, Acceptance
Buyer shall inspect the goods and software at the place of destination promptly upon arrival. Buyer's acceptance of the goods and software will be conclusively presumed if Buyer fails
to give Seller written notice of defective or non­conforming goods or software within fifteen (15) days after delivery in the case of defects discoverable through inspection or testing, or
within fifteen (15) days after discovery in the case of defects not discoverable through inspection or testing. The notice shall describe the rejected goods and software and the defects
upon which rejection is based. Seller shall be given a reasonable opportunity to investigate all claims and to inspect allegedly defective goods or software.

New Product Limited Warranty
Seller warrants to Warrantee that all new hardware products will be free from defects in materials and workmanship for the warranty duration, as specified by product type or category,
from the date Seller first ships the products. Specified warranty durations by product type can be found at https://www.ap.com/services­calibration/warranty/ (Audio Precision products)
and https://www.grasacoustics.com/repair­center/warranty (GRAS Sound & Vibration products). The specified warranty durations may be updated from time to time by Seller to add
new products and parts; provided however, that any update to such schedule shall only apply to purchases made by Warrantee after such update is posted to Seller's
websites.Warranty service can only be provided by Audio Precision at its Beaverton, Oregon facility unless otherwise authorized by Audio Precision.

Licensed Software Limited Warranty
Seller warrants to Warrantee that Axiometrix Solutions supplied Audio Precision licensed software and firmware products that are properly installed on hardware products
manufactured by Audio Precision will not fail to execute their programming instructions due to defects in materials and workmanship for three (3) years from the date of purchase.

Upgrades, Used Products & Service Warranties
Axiometrix Solutions offers a limited one year warranty on all Audio Precision product upgrades and used product sales. All Service is warranted for 90 days. Terms and conditions are
identical to the New Product Limited Warranty set forth in Section 9 with the exception of the term of the warranty. An upgrade does not invalidate an existing New Product Limited
Warranty on the original product.

Warranty Exclusions
Seller does not warrant that the operation of its hardware, licensed software, or firmware shall be uninterrupted or error­free. ALL WARRANTIES ARE VOIDED AND INVALIDATED IF ANY
UNAUTHORIZED REPAIRS OR MODIFICATIONS TO THE HARDWARE OR SOFTWARE PRODUCTS ARE UNDERTAKEN OR ANY UNAUTHORIZED PARTS ARE USED. Seller’s limited
warrantiesshall not apply to defects resulting from (a) improper or inadequate maintenance or calibration, (b) software or interfacing supplied by someone other than Axiometrix
Solutions used in combination with Audio Precision products, (c) unauthorized modification, repair, or misuse of Audio Precision products supplied by Axiometrix Solutions, (d)
operation outside of the environmental specifications for the product, or (e) improper site preparation, installation or maintenance. Warrantee must promptly notify Seller in writing of
any claim under this limited warranty and pack and ship the non­conforming hardware, licensed software, or firmware according to Seller’s instructions. Warrantee will be responsible
for payment of all inbound shipping, customs, duties and taxes in connection with any warranty service.

DISCLAIMER OF ALL OTHER WARRANTIES
THE LIMITED WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE, AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. SELLER
SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Buyer’s Remedies
Seller will, at its option, either repair or replace its non­conforming goods and software. In the alternative, at Seller’s option, Seller may reimburse Buyer that portion of the amount
actually paid by Buyer for the non­conforming goods or software, less an allowance for Buyer’s use of the goods and software based on straight­line depreciation over a period of five
years.

Limitations on Buyer’s Remedies
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY FROM THE SALE OR DELIVERY OF GOODS OR SOFTWARE
OR ANY OTHER BREACH OF CONTRACT BY SELLER OR OTHER THEORY OF RECOVERY ASSERTED BY BUYER. The limitation of Seller's liability is applicable to any and all
claims or theories of recovery, including without limitation breach of contract, breach of warranty (expressed or implied), negligence, or strict liability.

Limitation on Time to Bring Action
Any action for Seller's breach of its limited warranty or any other breach of contract must be commenced by Buyer within one year after the cause of action arises.

Grant of Security Interest
Buyer hereby grants to Seller a security interest in all goods and software sold by Seller to Buyer, together with all products and proceeds thereof, to secure full payment of the
purchase price for such goods and software and the full performance of all of Buyer's obligations to Seller whether arising hereunder or under any other agreement between Buyer
and Seller. Buyer authorizes Seller to execute financing statements and other documents as Seller deems necessary for the purpose of perfecting its security interest in the goods and
software.

Delays and Force Majeure
Seller shall not be in default or otherwise responsible or liable for any delay in performance or delivery caused by circumstances beyond its control, including, but not limited to, acts of
God, weather conditions, fires, floods, wars, government actions, laws, accidents, terrorist acts, riots, strikes, labor disputes, labor shortages, shortages or unavailability of materials,
equipment, or transportation. If such delay continues for ninety consecutive days, Seller may terminate without liability its obligations to Buyer.

Seller’s Remedies
In the event of Buyer’s default, Seller shall have all of the remedies afforded Seller under Oregon’s Uniform Commercial Code, at law, or in equity. Without limiting the foregoing, Seller
may recover as damages the purchase price of the goods and software together with all incidental damages and reasonable costs, may immediately accelerate all amounts due from
Buyer to Seller, and may withhold further deliveries or terminate any order without notice, or stop in transit any shipment to Buyer or Buyer's designee. Seller’s remedies set forth in this
paragraph are cumulative and supplemental to, and not in lieu of, any and all remedies otherwise available to Seller at law, in equity, or hereunder.

Severability
If any clause or provision herein shall be adjudged invalid or unenforceable, it shall not affect the validity of any other clauses or provisions, which shall remain in full force and effect.

Non-­Waiver
Except as otherwise provided herein, these Terms may be amended, altered, or terminated only by written instrument signed by both parties hereto.

Clerical Errors
Stenographic, computer, mathematical computation, or other clerical errors made by Seller on a quotation, an acknowledgment, or an invoice issued to Buyer shall be subject to
correction by Seller.

No Assignment by Buyer
Buyer’s rights to goods or software ordered from Seller are not assignable by Buyer without the prior written consent of Seller.
Notices
All notices under these Terms shall be in writing and deemed to have been received upon actual receipt if delivered personally or by fax, e­mail, or an overnight delivery service, or on
the fifth business day after deposit in the mail, postage pre­paid, certified, return receipt requested to the party’s last known address.

Complete Agreement
These Terms together with the applicable quotation or invoice are the parties’ entire agreement regarding the subject hereof and supersede and replace all prior oral and written
representations and agreements, with the exception of any pre­existing master distributor or sales agreement, which shall remain effective until terminated in accordance with its
terms. To the extent that any of the terms herein differ from Buyer’s documents, such documents shall not control and varying terms are hereby rejected.

Choice of Law; Arbitration; Attorney Fees
These Terms shall be governed by and construed under the laws of the State of Oregon, U.S.A, and not under the United Nations Convention on Contracts for the International Sales of
Goods. In the event of any dispute, claim, or controversy between the parties, the parties shall consult with each other and attempt to reach a solution satisfactory to both parties. If the
parties cannot resolve the dispute, claim, or controversy within thirty days, it shall be subject to mandatory, binding arbitration in accordance with the International Arbitration Rules of
the International Centre for Dispute Resolution. Arbitration shall be conducted in Portland, Oregon in the English language. The prevailing party in arbitration shall be entitled to its
reasonable attorney fees and costs from the non­prevailing party.

Compliance with Laws
Buyer must obtain all permits, licenses, and approvals necessary for this transaction, including all required export and import licenses. Buyer must comply with all applicable U.S. and
foreign laws, rules, and regulations, and may not export or divert the goods or software in violation of thereof.