THIS IS AN OFFER BY THE MOREY CORPORATION ("MOREY") TO SELL THE GOODS DESCRIBED IN MOREY'S WRITTEN QUOTATION TO BUYER. ACCEPTANCE OF THIS OFFER IS EXPRESSLY LIMITED TO, AND EXPRESSLY MADE CONDITIONAL ON BUYER'S ASSENT TO, THESE STANDARD TERMS OF SALE (THE "STS"). ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER (INCLUDING IN ANY PURCHASE ORDER, ACKNOWLEDGMENT, INVOICE, PORTAL, CLICK-THROUGH, OR OTHER DOCUMENT) ARE HEREBY OBJECTED TO, REJECTED, AND SHALL NOT BECOME PART OF ANY CONTRACT BETWEEN THE PARTIES BY CONDUCT, COURSE OF DEALING, OR OTHERWISE. NO CONTRACT IS FORMED UNTIL BUYER ASSENTS TO THIS OFFER ON THE STS.

About This Document
This Standard Terms of Sale document (the "STS") states the terms on which The Morey Corporation ("Morey") sells its _______________ to commercial customers ("Buyer," "you," or "Customer"). The STS is incorporated by reference into every Morey written quotation for the Product (each, a "Quotation"), and into every Morey order acknowledgment ("Order Acknowledgement"). The STS, together with the applicable Quotation and any Customer Sales Letter Agreement signed by both parties, constitutes the entire agreement between Morey and Buyer with respect to the sale of the Product.
The STS is intentionally short and customer-readable. It is published, versioned, and archived; the version applicable to any sale is the version stated on the Quotation cover sheet. If you have questions about this document, please contact your Morey commercial representative.

1. Definitions
"Affiliate" means an entity controlling, controlled by, or under common control with a party. "Business Day" means any day other than Saturday, Sunday, or a U.S. federal holiday. "Confidential Information" means non-public information of either party identified as confidential or that, given its nature and the circumstances of disclosure, a reasonable person would understand to be confidential. Confidential Information also includes schematics, board designs and layouts, the dev kit itself, Morey documentation of hardware and use, Morey enabling firmware and software and peripherals. "Customer Contract" means an agreement between Buyer and its end customer for products or services that include or rely on the Product. "Effective Date" means, for any sale, the earlier of (a) Buyer's assent (express or by conduct as set forth herein) to a Quotation, or (b) Morey's issuance of an Order Acknowledgement that is not timely rejected by Buyer. "Goods" or "Product" means _________________ hardware and/or accessories supplied by Morey under a Quotation. "Intellectual Property Rights" means patents, copyrights, trademarks, trade dress, trade-secret rights, mask-work rights, moral rights, and similar rights worldwide. "Order Acknowledgment" has the meaning given in Section 2.3. "Personal Data" has the meaning given in applicable Data Protection Laws. "PO" means a Buyer purchase order issued in response to a Morey Quotation. "Quotation" means a written quotation for the Product issued by Morey under Section 2.1. "Specifications" means the technical, functional, environmental, regulatory, safety, and cybersecurity specifications for the Product set forth in the Morey datasheet, the Quotation, and any documents expressly referenced therein. "STS" means this Standard Terms of Sale, as amended from time to time and identified by version on the Quotation cover sheet.

2. Order, Acceptance, and Battle of the Forms

2.1 Quotation as Offer.
Each Morey Quotation is an offer to sell the Product on the terms set forth in (a) the Quotation cover sheet, (b) this STS (incorporated by reference and attached to or hyperlinked from the Quotation), and (c) any Customer Sales Letter Agreement signed by Buyer and Morey covering the relationship.

2.2 Acceptance Limited; Battle of the Forms.
Acceptance of a Quotation is expressly limited to, and expressly made conditional upon, Buyer's assent to this STS and the Quotation. Buyer's assent may be evidenced by (i) Buyer's signature on the Quotation; (ii) Buyer's issuance of a PO that references the Quotation number and contains no terms additional to or different from this STS; (iii) Buyer's countersignature on a Customer Sales Letter Agreement covering the relationship; or (iv) Buyer's express written or email acceptance of the Quotation. Any additional or different terms in any Buyer PO, acknowledgment, invoice, click-through, portal, or other Buyer document are hereby objected to and rejected, and shall not become part of the contract between the parties by performance, course of dealing, course of performance, usage of trade, or otherwise. The parties intend to invoke and rely upon the proviso of UCC § 2-207(1) and the protections of UCC § 2-207(2)(a) and § 2-207(2)(c).

2.3 Order Acknowledgment.
Within five (5) Business Days after receiving a Buyer PO, Morey will send Buyer a written "Order Acknowledgment" confirming the order details and re-stating that the order is governed exclusively by this STS and the Quotation, with all additional or different terms in Buyer's PO objected to and rejected. Failure of Morey to send an Order Acknowledgment shall not constitute acceptance of any contrary Buyer term. Buyer may object to the Order Acknowledgment by written notice to Morey within five (5) Business Days of receipt. If Buyer does not object and Morey ships the Product, Buyer's acceptance of the shipment shall constitute Buyer's assent to the STS and the Quotation, but shall not constitute Buyer's assent to any term in Buyer's PO that is additional to or different from this STS.

2.4 No Customer-PO Modification.
No purchase order, order acknowledgment, invoice, click-through, packing list, shipping document, portal, or website terms shall modify this STS, the Quotation, or any Customer Sales Letter Agreement, regardless of acceptance or non-objection. Any contrary terms are hereby rejected absent an express written modification signed by an authorized officer of Morey expressly referencing this Section 2.4.

2.5 Modifications.
No amendment, modification, or waiver of these terms shall be effective unless in writing and signed by an authorized officer of each party. Course of dealing, course of performance, and usage of trade shall not be construed as an amendment, modification, or waiver of any term of the STS.

3. Pricing, Taxes, and Payment

3.1 Prices.
Prices are stated in the applicable Quotation in U.S. dollars unless otherwise expressly stated. Prices are exclusive of taxes, freight, insurance, duties, and other pass-through charges. Prices are firm for the validity period stated on the Quotation (and absent express provision, sixty (60) days from the date of the Quotation).

3.2 Taxes.
Buyer is responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes lawfully imposed on the purchase, except for taxes based on Morey's net income. Buyer shall provide Morey with valid resale or exemption certificates as applicable.

3.3 Payment Terms.
Unless otherwise stated in the Quotation, payment is due Net 30 from the date of Morey's invoice. Payments shall be made in U.S. dollars to the account designated by Morey. Undisputed past-due amounts accrue interest at one percent (1.0%) per month or the maximum rate permitted by applicable law, whichever is lower. Buyer may withhold a disputed amount only if Buyer (i) timely pays the undisputed portion, (ii) provides Morey written notice and reasonable detail of the dispute within fifteen (15) days of the invoice date, and (iii) cooperates in good faith to resolve the dispute. Buyer may not set off against amounts owed to Morey absent a final, non-appealable adjudication or a written agreement signed by an authorized Morey officer.

3.4 Credit; Security.
Morey may, in its commercially reasonable discretion, condition acceptance of POs on satisfactory credit review. If Buyer's financial condition materially deteriorates or Buyer has past-due undisputed amounts in excess of thirty (30) days, Morey may, after written notice and a reasonable opportunity to cure, modify payment terms, require advance payment or a letter of credit, or suspend acceptance of new POs.

4 Forecasts, Volume, and Volume Rebates

4.1 Forecasts.
Buyer-provided forecasts are non-binding, good-faith estimates only and do not constitute POs or minimum purchase commitments unless expressly designated as binding in a writing signed by both parties.

4.2 Volume Commitments.
No volume commitment exists unless expressly stated in the Quotation or a Customer Sales Letter Agreement signed by both parties.

4.3 Annual Volume Rebates.
Where the Quotation establishes annual volume-tier pricing, Morey shall, following annual review, confirm the units shipped and paid for during the period and issue a rebate (or credit memo) for the difference between the unit prices paid and the achieved tier price, multiplied by the applicable units. Rebates apply only to the unit-priced items expressly identified in the Quotation, exclude taxes, freight, duties, services, tooling, and other non-per-unit charges, and are subject to no claw-back, multi-year true-up, or retroactive price increase. Rebates shall be issued within sixty (60) days after annual confirmation.

5. Delivery, Title, and Risk of Loss

5.1 Delivery.
Unless otherwise specified in the Quotation, delivery shall be FCA (Incoterms 2020) Morey's designated facility (Woodridge, Illinois). Delivery dates stated on the Quotation are good-faith estimates and not commitments unless expressly designated as firm.

5.2 Title; Risk of Loss.
Title and risk of loss pass from Morey to Buyer upon delivery to Buyer's carrier in accordance with the applicable Incoterms.

5.3 Packaging and Labeling.
Morey shall package, mark, and label the Product in accordance with its standard practices and applicable industry and regulatory standards. Custom packaging or labeling requested by Buyer is available at additional charges set forth in the Quotation.

6 Acceptance, Returns, and RMA

6.1 Acceptance Testing.
Buyer may inspect the Product within fifteen (15) Business Days after delivery (the "Acceptance Period") to verify conformance to the Quotation, the Specifications, the Specifications, and packaging/labeling requirements. The Product is deemed accepted at the end of the Acceptance Period unless Buyer provides Morey written notice of non-conformance, with reasonable detail and supporting evidence, before the Acceptance Period expires. Acceptance does not waive any warranty or RMA right available under Section 7 for defects discovered later within the Warranty Period.

6.2 RMA Process.
To return Product, Buyer shall request a return-material authorization ("RMA") from Morey, providing the part number, serial number, PO/invoice reference, quantity, and a reasonable description of the non-conformance or defect. Morey shall issue or reject an RMA within five (5) Business Days. Approved returns shall ship to Morey's designated location with the RMA number clearly marked.

6.3 RMA Remedies.
Morey shall, at its option and as Buyer's sole and exclusive remedy under this Section 6.3 (without limiting Section 7 (Warranty) or Section 11 (Indemnification)), (a) repair, (b) replace, or (c) issue a credit for the price paid by Buyer for the affected Product.

6.4 RMA Logistics.
For warranty claims accepted by Morey, Morey pays inbound and outbound freight. For Product found, on inspection, to be (i) outside warranty, (ii) damaged by misuse, abuse, accident, neglect, improper installation, or unauthorized modification, (iii) used outside the Specifications, or (iv) otherwise not subject to remedy under this STS, Buyer pays freight and Morey may charge a reasonable inspection or repair fee, after notice and a reasonable opportunity for Buyer to authorize the work or recall the Product.

6.5 All Sales Final; Stock Rotation.
Except for warranty-covered or non-conforming Product, all sales are final. No return rights, stock rotation, price protection, or buy-back rights exist unless expressly stated in the Quotation. No such right shall arise by implication, course of dealing, or otherwise.

7 Limited Warranty

7.1 Hardware Warranty.
Morey warrants to Buyer that, for twelve (12) months from the date of delivery (or such other period as expressly stated in the Quotation, the "Warranty Period"), the Product, when used in accordance with the Specifications and in the environment for which it is designed, shall: (a) conform to the Specifications; (b) be free from defects in materials and workmanship; and (c) be free from liens or third-party encumbrances at the time title passes.

7.2 Warranty Exclusions.
The warranty does not cover defects, failures, or damage caused by: (a) misuse, abuse, accident, neglect, improper installation, improper environmental conditions, or use outside the Specifications; (b) modification, alteration, repair, or service by any party other than Morey or its authorized representatives; (c) combination with hardware, software, or services not approved or specified by Morey; (d) failure to install firmware or configuration updates made available by Morey within a reasonable time after release; or (e) Force Majeure events.

7.3 EXCLUSIVE WARRANTIES; DISCLAIMER.
THE WARRANTIES IN SECTION 7.1 ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY MOREY WITH RESPECT TO THE PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, MOREY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT (EXCEPT AS PROVIDED IN SECTION 11), AND ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MOREY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY SET FORTH IN THIS STS.

7.4 Exclusive Remedy.
Buyer's sole and exclusive remedies for breach of the warranties in Section 7.1 are repair, replacement, or credit as set forth in Section 6.3. The parties intend that this remedy is the essential basis of the bargain and that the limitation in Section 8 (Limitation of Liability) applies regardless of any failure of essential purpose of any limited remedy under UCC § 2-719.

7.5 Reduced Limitations Period.
Pursuant to UCC § 2-725(1), the parties agree that any action for breach of any warranty or other claim arising out of the sale of Product must be commenced within one (1) year after the cause of action has accrued.

8 Limitation of Liability

8.1 EXCLUSION OF INDIRECT DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 8.3, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR PERMITTED ASSIGNS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, PROFITS, USE, BUSINESS, GOODWILL, DATA, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS STS OR THE PRODUCT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 AGGREGATE CAP.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS IN SECTION 8.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS STS OR ANY QUOTATION SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY BUYER TO MOREY FOR THE PRODUCT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) FIFTY THOUSAND U.S. DOLLARS (US$50,000), OR SUCH OTHER AMOUNT AS MAY BE EXPRESSLY SET FORTH IN THE APPLICABLE QUOTATION.

8.3 Excluded Claims.
The exclusions and cap in Sections 8.1 and 8.2 do not apply to: (a) Buyer's obligation to pay undisputed amounts owed for Product delivered and accepted; (b) breach of Section 9 (Confidentiality); (c) breach of Section 12 (Compliance with Laws) involving export, sanctions, or anti-bribery violations; (d) a party's gross negligence, willful misconduct, or fraud; (e) personal injury (including death) or tangible property damage caused by a party's acts or omissions; and (f) liabilities that cannot be excluded or limited under applicable law. Each party's indemnification obligations under Section 11 are subject to the cap in Section 8.2 multiplied by three (3), except that the cap multiplier does not apply to (a)-(f) of this Section 8.3.

8.4 Allocation of Risk.
The parties acknowledge that the prices and other commercial terms reflect the allocation of risk set forth in this Section 8 and that the limitations of liability are an essential basis of the bargain.

9 Confidentiality
Each party (the "Receiving Party") shall (a) hold in confidence and not disclose to any third party (other than its Affiliates, employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than this Section 9) the Confidential Information of the other party (the "Disclosing Party"), and (b) use the Disclosing Party's Confidential Information only for the purpose of performing under this STS or evaluating, ordering, or supporting the Product. The obligations in this Section 9 do not apply to information that the Receiving Party can demonstrate (i) was in its possession without a duty of confidentiality before disclosure, (ii) is or becomes publicly available through no fault of the Receiving Party, (iii) was independently developed without reference to the Disclosing Party's Confidential Information, or (iv) was rightfully received from a third party without a duty of confidentiality. The Receiving Party may disclose Confidential Information to the extent required by law, court order, or regulator, provided that, where lawful and practicable, it gives the Disclosing Party reasonable prior notice and an opportunity to seek protective relief. The obligations in this Section 9 survive for three (3) years after the date of disclosure (except that obligations regarding trade secrets continue for so long as the information qualifies as a trade secret under applicable law). Where the parties have a separate non-disclosure agreement, that agreement shall control to the extent it provides greater protection to the Disclosing Party.

10 Data Protection
To the extent the performance of any Quotation involves the processing of Personal Data, the parties shall execute a Data Processing Addendum ("DPA") consistent with applicable Data Protection Laws (including, as applicable, the EU/UK GDPR, the California Consumer Privacy Act, and other U.S. state privacy laws). Each party shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Personal Data and the other party's Confidential Information.

11 Intellectual Property and Indemnification

11.1 Reservation of IP.
Each party retains all right, title, and interest in and to its respective Intellectual Property Rights. No license, express or implied, is granted under this STS except as expressly set forth herein. Buyer is granted a limited, non-exclusive, non-transferable, revocable license to use the Product solely for its internal business purposes consistent with the Specifications. Buyer may resell unmodified Product subject to the flow-down requirements in Section 11.3.

11.2 No Reverse Engineering.
The parties agree that the Receiving Party will not reverse engineer, de-compile, or disassemble any Confidential Information disclosed to the Receiving Party.

11.3 Flow-Down Requirements.
If Buyer resells the Product to its end customers, Buyer shall include in its end-customer agreements terms substantially equivalent to the warranty disclaimers, remedy limitations, and limitations of liability in Sections 7.3, 7.4, and 8 of this STS. Buyer shall not make any representation or warranty regarding the Product beyond those expressly set forth in the Specifications and Section 7.1.

11.4 IP Indemnity by Morey.
Morey shall defend, indemnify, and hold harmless Buyer and its Affiliates and their respective officers, directors, employees, and agents (the "Buyer Indemnitees") from and against third-party claims alleging that the Product, as delivered by Morey and used in accordance with the Specifications, infringes any U.S. patent, copyright, or trademark, or misappropriates any trade secret of a third party. Morey shall pay damages and reasonable attorneys' fees finally awarded against the Buyer Indemnitees by a court of competent jurisdiction or agreed in settlement by Morey. If a Product is, or in Morey's reasonable opinion is likely to become, the subject of a covered claim, Morey may, at its option and expense, (a) procure for Buyer the right to continue using the Product, (b) modify or replace the Product so it becomes non-infringing while substantially preserving its functionality, or (c) accept return of the affected Product and refund the price paid by Buyer (less reasonable depreciation), terminate the right to use that Product, and accept return of unsold inventory. The remedies in this Section 11.4 are Buyer's sole and exclusive remedies for IP infringement claims relating to the Product.

11.5 IP Indemnity Exclusions.
Morey has no obligation under Section 11.4 to the extent a claim arises from: (i) Buyer's modification of the Product not authorized by Morey; (ii) combination of the Product with hardware, software, or services not supplied or specified by Morey, where the claim would not have arisen but for the combination; (iii) use of the Product outside the Specifications, or after Buyer has been notified that such use likely infringes; (iv) Buyer's use of a superseded version of the Product after Morey has made a non-infringing version available; or (v) compliance with Buyer's or its end customer's specifically required design where the infringement is inherent to that design.

11.6 Indemnity by Buyer.
Buyer shall defend, indemnify, and hold harmless Morey and its Affiliates and their respective officers, directors, employees, and agents (the "Morey Indemnitees") from and against third-party claims arising out of (a) Buyer's modification or unauthorized use of the Product; (b) Buyer's combination of the Product with hardware, software, or services not supplied or specified by Morey, where such combination is the cause of the claim; (c) Buyer's breach of an end-customer agreement; or (d) Buyer's violation of applicable law (including export, sanctions, anti-bribery, or Data Protection Laws).

11.7 Indemnification Procedure.
The indemnified party shall (a) promptly notify the indemnifying party of the claim (provided that delay shall not relieve the indemnifying party except to the extent it is materially prejudiced); (b) tender sole control of the defense and settlement to the indemnifying party (which shall not enter into any settlement imposing non-monetary obligations, admissions of liability, or financial obligations on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) reasonably cooperate at the indemnifying party's expense.

12 Compliance with Laws
Each party shall comply with all applicable laws and regulations, including U.S. and non-U.S. export-control laws (e.g., the U.S. Export Administration Regulations and the U.S. International Traffic in Arms Regulations), economic sanctions (including those administered by OFAC), anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act), customs laws, and Data Protection Laws. Buyer shall not export, re-export, or transfer the Product to any prohibited destination, end-user, or end-use, and shall obtain all required export licenses or authorizations.

13 Term and Termination

13.1 Term.
This STS applies to each Quotation in effect during the Warranty Period for Product delivered under that Quotation. Either party may discontinue future Quotations on thirty (30) days' written notice; such discontinuation does not affect any Quotation already accepted or any then-pending PO.

13.2 Termination for Cause.
Either party may terminate any Quotation immediately upon written notice if the other party (a) materially breaches the STS or the Quotation and fails to cure within fifteen (15) days after written notice, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy or similar proceeding not dismissed within sixty (60) days.

13.3 Effects of Termination.
Upon termination, (a) Buyer shall pay all undisputed amounts owed for Product delivered or accepted, (b) Morey shall complete shipment of any Product then in production (or, at Morey's option, refund any prepayment for unproduced Product), and (c) the parties' rights and obligations that, by their nature, are intended to survive (including Sections 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, and 17) shall survive.

14 Force Majeure
Neither party shall be liable for any delay or failure to perform (other than payment of amounts due and not disputed in good faith) caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, embargo, government action, sanctions, fire, flood, earthquake, severe weather, pandemic, epidemic, public-health emergency, labor strike (other than affecting only that party's own workforce), or material disruption to internet, power, or transportation infrastructure (each, a "Force Majeure Event"). The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate and resume performance. If a Force Majeure Event continues for more than ninety (90) consecutive days, the unaffected party may terminate the affected Quotation on written notice without liability.

15 Relationship of the Parties; Non-Solicitation
The parties are independent contractors. Nothing in this STS creates a partnership, joint venture, agency, employment, or franchise relationship; neither party has authority to bind the other. During the term of any Quotation and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party with whom it has had material contact in connection with the performance of a Quotation, except that general solicitations not specifically targeted at the other party's employees, and the hiring of any individual who responds to such a general solicitation or otherwise approaches the soliciting party of his or her own initiative, shall not constitute a breach of this Section 15.

16 Governing Law; Venue; Dispute Resolution

16.1 Governing Law.
This STS and any sale of Product hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, exclusive of its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

16.2 Venue.
The state and federal courts located in DuPage County, Illinois shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this STS or any Quotation, and each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection to venue or forum non conveniens. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16.3 Dispute Escalation.
Before initiating litigation, the parties shall escalate any dispute that cannot be resolved at the day-to-day operational level to senior executives of each party for not less than thirty (30) days. The thirty (30)-day pre-suit escalation does not apply to (a) requests for emergency injunctive or equitable relief to protect Confidential Information or Intellectual Property Rights, or (b) collection of undisputed past-due amounts.

16.4 Equitable Relief.
The parties acknowledge that a breach of Sections 9 (Confidentiality) or 11 (Intellectual Property) may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party shall be entitled to seek injunctive and other equitable relief, in addition to all other remedies available at law or in equity, without the requirement to post a bond.

17 Notices, Assignment, and Miscellaneous

17.1 Notices.
Notices shall be sent to the addresses set forth in the Quotation cover sheet (or such other address as a party may designate by written notice). Notices shall be deemed delivered upon confirmed delivery, three (3) Business Days after mailing if sent by recognized courier, or fifteen (15) minutes after sending by email without a delivery-failure notification.

17.2 Assignment.
Neither party may assign or transfer this STS or any rights or obligations hereunder, by operation of law or otherwise, without the other party's prior written consent, except in connection with a merger, acquisition, sale of substantially all assets, or change of control. Any purported assignment in violation of this Section 17.2 is void.

17.3 No Third-Party Beneficiaries.
This STS is for the benefit of the parties and their permitted assigns only. No third party (including Buyer's end customers) is an intended beneficiary or has any right to enforce this STS, except that the indemnified persons identified in Sections 11.4 and 11.6 may enforce the indemnities granted to them.

17.4 Severability; Waiver.
If any provision of this STS is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall continue in full force and effect. No waiver is effective unless in writing signed by the waiving party, and no waiver of any breach is a waiver of any subsequent breach.

17.5 Counterparts; Electronic Signature.
Where signed, this STS or any Customer Sales Letter Agreement may be executed in counterparts (including by electronic signature, e.g., DocuSign), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17.6 Entire Agreement; Order of Precedence.
This STS, together with the applicable Quotation and any Customer Sales Letter Agreement signed by both parties, constitutes the entire agreement of the parties with respect to the sale of the Product and supersedes all prior or contemporaneous agreements, communications, proposals, and understandings on that subject. In the event of a conflict, the documents shall control in the following order (most controlling first): (i) any Customer Sales Letter Agreement signed by both parties; (ii) the Quotation cover sheet; (iii) this STS; (iv) the Order Acknowledgment; and (v) any non-conflicting purchase-order logistics terms expressly accepted by both parties.

17.7 Construction.
Section headings are for convenience only and shall not affect interpretation. The words "include" and "including" are without limitation. References to a section include subsections.

For questions regarding this STS, please contact: Morey commercial representative.

(630) 754-2300 | 100 Morey Drive, Woodridge, IL 60517.

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