The following terms and conditions of sale shall apply to any sale of goods and services by OMIL OFFSHORE (“Supplier”). The Buyer shall be deemed to have full knowledge of the terms and conditions set forth herein and to have made unreserved acceptance thereof upon the first of the following events: (a) the receipt by the Supplier of any invoice or agreement signed by the Buyer or other communication confirming the Buyer’s acceptance thereof; (b) the payment by the Buyer of any amount due under any invoice or agreement incorporating the terms and conditions; (c) the delivery by the Supplier of the Products (as defined below); or (e) any other event constituting acceptance under applicable law.

1. Governing Provisions

Supplier offers to provide the goods and/or services described herein and identified on the applicable invoice or contract (the “Products”) to the purchaser identified on the applicable invoice or contract (“Buyer”), subject to the terms and conditions set forth herein. Buyer may not modify, change, waive or waive any term or condition hereof without the express written consent of Supplier. Supplier agrees to provide Buyer with the Products and Buyer accepts the Products only on the terms hereof. Buyer may not amend, modify or replace the terms hereof with any conflicting, different or additional terms previously or subsequently received by Supplier, even if such terms indicate that any action or inaction by Supplier constitutes Supplier’s agreement or consent to such amendment, modification or replacement. If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to the express terms contained herein. Supplier objects to and rejects any additional, different or varying terms proposed by Buyer unless such terms are expressly agreed to in writing by an authorized officer of Supplier. Such proposal of additional, different or varying terms by Buyer shall not operate as a rejection of Supplier’s offer except to the extent such variations are in terms of description, quantity, price or place or date of delivery of the Products, and Supplier’s offer shall be deemed accepted without such additional, different or varying terms.

2. Payment

Unless otherwise expressly stated in the applicable invoice or agreement, full payment is due prior to shipment of the Products for delivery to Buyer. Payment shall be deemed made when funds are received by Supplier. Late payments shall accrue after the notice period, until full payment is received by Supplier at the lesser of (a) one and one-half percent per month compounded monthly, or (b) the maximum rate permitted by law.

3. Cancellation or Modification

Buyer may not cancel or modify its order except on terms agreed to by Supplier in writing, as cancellation requests are subject to Supplier receiving Supplier’s approval. In the event of cancellation or modification, Buyer shall compensate Supplier for all resulting costs and damages, including, but not limited to, out-of-pocket expenses and lost profits and fees and charges imposed by Supplier’s suppliers.

4. Returns

No returns are accepted.

5. Taxes

Buyer shall pay or reimburse Seller for any taxes (including sales, use, service, value-added, goods and services, or harmonized taxes), assessments, duties, customs, inspection or testing fees, or any other fees or charges imposed, in connection with or measured by the transaction between Seller and Buyer, in addition to the quoted or invoiced prices.

6. Delivery

A. General

Risk in all goods supplied hereunder shall pass to Buyer upon delivery to the carrier and thereafter, except as otherwise specifically provided herein, all risk of loss or damage to goods ordered hereunder shall pass to Buyer and shall not relieve Buyer of any obligation hereunder. Title to the Goods ordered hereunder shall not pass to Buyer until Supplier has received in full all sums due to Supplier in respect of the Goods and all other sums due or to become due to Supplier from Buyer for any reason whatsoever. Until title to the goods has passed to Buyer, Buyer shall maintain the goods in satisfactory condition and keep them insured on Supplier’s behalf for their full price against all risks. Supplier expressly reserves the right to effect delivery of the Goods ordered in any number of separate shipments. Subject to Buyer’s instructions as to carrier, delivery shall be effected using such modes of transport and carriers as Supplier deems appropriate. During any period of shortage of any product, Supplier shall have the right to allocate its supply of such product among its customers, including Buyer, in accordance with their respective orders and contracts in such manner as Supplier deems appropriate.

B. Delivery Date

All delivery dates are approximate. Delivery dates provided by Supplier are based on prompt receipt of all necessary order information. Supplier will use reasonable efforts to meet such delivery dates but does not guarantee compliance with such dates. Supplier’s failure to meet any delivery date does not constitute cause for cancellation and/or damages of any kind. Delivery time shall not be of the essence.

C. Delays in Delivery

Any delay in delivery due to causes beyond Supplier’s reasonable control or due to any priority or allocation necessitated by governmental orders or regulations, will extend the delivery time for a period equal to the duration of such delay.

D. Claims

Claims for shortages, defects, nonconformities or other errors must be made in writing to Supplier within five (5) days after Supplier’s delivery. Failure to give such notice shall constitute unqualified acceptance and waiver of all such claims by Buyer. Buyer shall, promptly upon delivery, open, inspect and test all Products and report any discrepancies in writing to Supplier.

7. Software License

If a Product includes any software provided by Supplier, including, but not limited to, program code together with applicable technical documentation made available by Supplier from time to time (collectively, “Software”), Buyer acknowledges that the Software may be subject to additional terms and conditions as set forth in executable or electronic license agreements (“Other Agreements”). The Other Agreements, if any, shall control and govern all use of such licensed Software to the extent necessary to resolve any conflict herewith. Subject to the terms of the Other Agreements, all rights not expressly granted herein are reserved, and all other uses of the Software are subject to this Agreement and payment of applicable Software license fees, including fees for specific functionality of the Software, as identified by Provider in writing.

8. Confidential Information

Any information disclosed in written, graphic, model or oral form, including but not limited to drawings, prints, publications, specifications, processes, manufacturing techniques, oral explanations, schedules, financial reports or mechanical, electrical or software attributes obtained by Buyer from Supplier prior to and during the performance of the order that is marked “Proprietary” or “Confidential” by Supplier shall be held confidential by Buyer and shall remain the property of Supplier, and shall be returned upon Supplier’s request. Such information shall be used for the performance of this order and shall not be used for any other purpose unless otherwise agreed to in writing by Supplier. Such information shall not be reproduced, published, disseminated or disclosed to any third party by Buyer without Supplier’s written consent. Nothing contained herein shall be construed as granting an implied license or license by Supplier or otherwise to any intellectual property of Supplier.

9. Restrictions on Use

Buyer agrees that it shall not, directly or indirectly: (i) modify, enhance, adapt, translate, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human- or machine-readable form, or circumvent any technological measure that controls access to or permits derivation of the source code of the Software or any portion thereof; (ii) reverse engineer the Products, any portion thereof, or any composition made using the Products; (iii) rent, lease, sell, transfer, assign, or sublicense the rights granted hereunder, except in connection with the rental, lease, sale, or transfer of the entire Product; (iv) copy any portion of the Software except one (1) complete copy thereof for archival and/or backup purposes, or as expressly authorized by Supplier in writing; (v) change, distort, or delete any patent, copyright, or other proprietary notices that appear in writing on a Product (or on any copy of the Software); (vi) operate or make use of the Products in any manner that violates applicable laws and regulations; and/or (vii) take or permit any other action that may prejudice the rights of the Supplier, or damage the image or reputation for quality inherent in the Products, the Supplier’s business, reputation, intellectual property or other valuable assets or rights.

10. Buyer Problems

For any Buyer problems with the Products, the Supplier Support Team will, in its sole discretion, determine and diagnose the problems before taking any other course of action. Any such support will be limited to telephone support. Buyer will contact Supplier Support by email at info@omil.es.

11. Supplier Trademarks

Certain trademarks, trade names, service marks and logos used on or in association with the Products are registered and unregistered trademarks, trade names and service marks of Supplier and its affiliates. Neither Buyer nor any other person is granted, by implication, estoppel or otherwise, any license or right.

12. Limited Warranties

The limited warranty for the product can be found in the applicable product manual. Supplier MAKES NO WARRANTIES, express or implied, statutory or otherwise, in the event of damage in transit, acts of God, acts of war or other occurrences beyond the control of any party, neglect, abuse, abnormal use, misuse, alteration or modification that adversely affects the operation, performance or durability of the product, accidents, damage due to impact with another object, partial cuts or belt breakage, normal wear and tear, damage due to chemical attack, environmental or natural elements, radioactive contamination or radiation exposure, a product serviced by an unauthorized repair facility, repairs, modifications or alterations by a party other than Supplier, failure to follow Supplier’s instructions or improper installation, storage, maintenance or reassembly. Purchaser must submit claims for defects in writing within five (5) days of discovery of such defects. Failure by Buyer to make such a claim within the warranty period and within five (5) days after discovery of a defect shall constitute Buyer’s irrevocable acceptance of the Products and Buyer’s acknowledgment that the Products fully comply with the terms and conditions hereof. Supplier will repair or replace, at its expense, factory-installed parts and components of any covered Product, including equipment, hardware and software, proven to Supplier’s satisfaction to be defective within (a) the warranty period of one (1) year from the date of delivery to Buyer if the Product is delivered within twenty-four (24) months from the date of manufacture, or (b) the period ending thirty-six (36) months after the date of manufacture when the Product is delivered more than twenty-four (24) months from the date of manufacture. Such warranty satisfaction shall be available to Buyer only if: (i) the Supplier or Buyer’s factory authorized distributor is notified in writing within five (5) days after discovery of an alleged defect; and (ii) it is not otherwise excluded under this Clause 12, Clause 15 or any other term or condition herein or by operation of law. A sales receipt or other proof of the original purchase date is required before warranty or service will be performed. SELLER’S SOLE OBLIGATION AND BUYER’S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS WHICH SELLER DETERMINES ARE COVERED BY THIS LIMITED WARRANTY. Notice of any warranty claim or request for warranty service must be sent to Supplier at the following address: OMIL OFFSHORE, Avenida de Marín, 78, 1ªA, CP36930, Bueu, Pontevedra, Attention: Service Department. Any assistance Supplier provides or obtains for Buyer outside of the terms, limitations, or exclusions of this warranty shall not constitute a waiver of the terms, limitations, or exclusions of this limited warranty, nor shall such assistance extend or reactivate the warranty. Supplier will not reimburse Buyer for expenses incurred to repair, correct or replace defective products, except those incurred with Supplier’s prior written permission. This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary from region to region.

13. Limitations of Liability

EXCEPT AS SET FORTH IN SECTION 13, SELLER SHALL NOT BE LIABLE TO BUYER OR ANY PERSON CLAIMING UNDER BUYER FOR ANY OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE SALE, INSTALLATION, USE, SERVICE OR FAILURE OF ANY PRODUCT, INCLUDING EQUIPMENT, HARDWARE AND SOFTWARE, OR ANY DEFECTS THEREIN, OR FOR ANY OTHER CAUSE. IN NO EVENT SHALL SELLER BE LIABLE FOR LOST PROFITS OR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES, PERSONAL INJURY OR PROPERTY DAMAGE RELATING TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OR DELIVERY OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL LIABILITY UNDER THIS AGREEMENT OR ANY CLAIM OR ACTION ARISING BY REASON OF OTHER STATUTE OR LAW (INCLUDING ACTIONS FOR BREACH OF CONTRACT OR ACTIONS ARISING IN TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY AND INTENTIONAL TORT) SHALL BE LIMITED TO MONIES PAID TO SELLER HEREUNDER. Buyer agrees that Supplier has no post-sale obligation to warn Buyer or any other party of any matter or, if such obligation exists, Supplier discharges that obligation by providing required warnings only to Buyer. Buyer assumes all post-sale obligations to warn its customers and indemnifies Supplier for any damages related to such obligation or breach.

14. ANTI-BRIBERY AND ANTI-CORRUPTION

A. Conduct

The Buyer shall not, in connection with the Products or performance under these terms and conditions, directly or indirectly, offer, pay, promise to pay or authorize the payment of, or give, promise to give or authorize the delivery of, money or anything of value to any government official or to any person, director, employee, agent, representative or any other person acting on behalf of or in the interest of a business entity or government authority where circumstances appear to suggest that all or any part of such money or thing of value will be offered, given or promised, directly or indirectly, for the purpose of influencing any act or decision of such person to use his or her influence to obtain for the Buyer and/or Supplier a contract or to influence a business transaction, whereby the Buyer and/or Supplier receives dishonest and unfair preferential treatment with respect to a procurement of goods or services as reflected in these terms and conditions. Buyer acknowledges that no employee of Supplier (including its divisions or affiliated companies) has the authority to give any instructions, written or oral, in relation to the making of payments or commitments by Buyer to any third party in contravention of the foregoing.

B. Compliance

Buyer, its affiliates and their directors, officers, shareholders, employees, agents or other intermediaries, consultants, subcontractors and suppliers shall abide by the obligations contained herein and shall comply with all applicable laws in its jurisdiction by carrying out (1) all applicable laws, regulations, codes and sanctions relating to anti-bribery and corruption, including, but not limited to: (i) local and national laws in the territories in which it operates, (ii) the Corruption of Foreign Public Officials Act of 1998 (Canada), (iii) the UK Bribery Act of 2010, (iv) the US Foreign Corrupt Practices Act of 1977 and (v) the United Nations Convention against Corruption; and (2) the Halma plc Group Code of Conduct on Bribery and Corruption, which can be found on Halma’s website (www.halma.com). Buyer shall also have its own policies and procedures in place to ensure compliance with this Section and shall ensure that all parties with whom it is associated or who provide goods or services in connection with the terms and conditions hereof (including subcontractors, agents, consultants and other intermediaries) are aware of and comply with the requirements of this Section.

C. Records and Audit Rights

Buyer shall maintain complete and accurate records of all transactions and payments relating to the terms and conditions hereof and, upon reasonable request, disclose details of such transactions and payments to Seller. Buyer shall, upon reasonable request, confirm in writing to Seller that it has complied with the requirements of this section and, upon request, permit Seller to verify this compliance by auditing its records.

D. Notice

Buyer shall immediately inform Supplier if it suspects or becomes aware of any breach of this section by one of its employees, subcontractors, agents, consultants or other intermediaries and shall provide detailed information regarding the breach.

E. Indemnification

Buyer shall indemnify, hold harmless and hold Supplier harmless (on a full indemnity basis) against all costs, expenses and losses incurred or suffered by Supplier as a result of any breach by Buyer of any of its obligations under this section.

F. Termination

If Buyer breaches or fails to comply with the provisions of this section, Supplier shall have the right to terminate the applicable purchase order and these terms immediately without notice and without compensation or indemnification, and shall not be in any way liable to Buyer with respect to such termination for the payment of damages or any other form of compensation.

15. Compliance with Export Laws

Buyer acknowledges and agrees that the products are or may be subject to export or import control laws in the jurisdictions from which they are exported or imported and are authorized for export only to the country of final destination for use by the ultimate consignee or end user. They may not be resold, transferred or otherwise disposed of to any other country or to any person other than the ultimate consignee or authorized end user, either in their original form or after being incorporated into other articles, without first obtaining the approval of the relevant government or as authorized by applicable laws and regulations. Buyer is responsible for ensuring that all applicable import and export laws are fully complied with. Buyer shall indemnify and hold harmless Supplier, its affiliates, and their directors, officers, shareholders, employees, agents or other intermediaries, consultants, subcontractors and suppliers (collectively, the “Supplier Parties”) from and against all claims, demands, damages, losses, costs, fines, penalties, attorneys’ fees and other expenses arising from Buyer’s breach of this section.

16. Nuclear

If Buyer uses any Product or sells the Products for use in connection with (i) any process, facility or activity involving the use of or exposure to or release of ionizing radiation or (ii) in any nuclear facility or activity of any kind or description, Buyer acknowledges and agrees that such sale or use is at Buyer’s sole risk and expense. Neither Supplier nor Supplier Parties shall be liable for any damages arising or resulting from the use of or exposure to the Product to any substance having radioactive, toxic, explosive or other hazardous properties under any circumstances, including, without limitation, use in any nuclear facility or centre, as such terms are defined or used in any legislation governing liability arising from the use of such substances, including, without limitation, the Nuclear Liability and Compensation Act (Canada) (“Nuclear Damage”). Buyer hereby releases and waives, and shall require its insurers to waive, all rights of recovery against Supplier and Supplier Parties for any damage, loss, expense, cost, destruction, injury or death arising out of or resulting from Nuclear Damage or Nuclear Incident or similar term as such terms are defined under applicable law in the relevant jurisdiction, including the Nuclear Liability and Compensation Act (Canada), whether or not alleged to be due to the negligence of Supplier or Supplier Parties or any other act or omission. The Purchaser hereby indemnifies and holds harmless the Supplier and the Supplier Parties from and against any damage, loss, expense, cost, destruction, injury or death, including any liability arising from loss of or damage to property at a nuclear installation site, arising or resulting from Nuclear Damage or a Nuclear Incident or similar term as such terms are defined under applicable legislation in the relevant jurisdiction, including the Nuclear Liability and Compensation Act (Canada), whether due to the negligence of the Supplier or the Supplier Parties or any other act or omission.

17. Supplier Indemnification

Buyer shall indemnify and hold Supplier and Supplier Parties harmless from and against any claim, suit or proceeding arising out of or relating to: (a) any production, sale or use of prototypes, products or other results of the Products; (b) any method of using a Product other than those methods inherent in and necessary to the operation of the Product as supplied; (c) the use of any Product with consumables, supplies, equipment, devices or software not manufactured or supplied and certified by Supplier; (d) the use of any Product that has been modified by Buyer or any third party without obtaining Supplier’s prior written authorization; (e) the result of Supplier’s compliance with any of Buyer’s requested designs or specifications; (f) the circumstances set forth in Section 18; and/or (f) Buyer’s continued use of any Product after receipt of notice of infringement, provided that Buyer shall not settle any claim or enter into any agreement affecting Supplier’s rights or interests without Supplier’s prior written consent; and that if Buyer fails to diligently defend itself against any such claim, suit or proceeding, Supplier shall be entitled to obtain its own legal counsel to direct the defense thereof at Buyer’s expense.

18. Assignment

Neither party may assign these terms and conditions or any rights or obligations hereunder without the prior written consent of the other party; provided, however, that Supplier may assign, without Buyer’s consent, these terms and conditions or its interest herein to any affiliate or any entity succeeding Supplier’s business. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of Supplier and Buyer and their permitted successors and assigns.

19. Miscellaneous

Seller reserves the right to correct clerical or similar errors relating to price or any other term shown on any applicable invoice or contract. Supplier’s failure in one or more instances to insist upon performance of any of the terms, covenants and conditions hereof shall not be construed as a waiver or relinquishment of any rights granted hereunder or of future performance of such terms, covenants or conditions. The invalidity of any provision or clause hereof shall not affect the validity of any other provision or clause hereof.

20. Entire Agreement

These terms and conditions constitute the entire agreement of the parties with respect to the subject matter hereof. Any negotiations or understandings between Supplier and Buyer not contained in this agreement (including, without limitation, correspondence or statements that conflict with, differ from, or modify this agreement) shall have no force unless in writing and signed by authorized officers of Supplier and Buyer.