Terms and Conditions for Quotation and Sale

1. ACCEPTANCE OF PURCHASE ORDERS
Sales of any goods or any related services (collectively, “Products”) referenced in Customer’s written Purchase Order to Reina Imaging (“Purchase Order”) is expressly conditioned upon the terms and conditions set forth below. Other than as specifically provided in a separate written agreement between Reina Imaging and Customer, any additional or different terms specified or referenced in Customer’s Purchase Order are hereby excluded and shall not be deemed effective or binding unless expressly agreed to in writing by an authorized representative of Reina Imaging. These terms and conditions represent the entire agreement between the Customer and Reina Imaging pertaining to the subject matter of this Purchase Order and shall supersede all prior oral and written agreements, proposals, communications, and documents. No Purchase Order placed by Customer shall be deemed accepted unless or until Reina Imaging issues a written acknowledgement. Any amendment, change order, revision, or termination to an already-accepted Purchase Order shall be subject to acceptance by an authorized representative of Reina Imaging and may involve additional charges to Customer.

2. PRICES, TAXES, DATED DELIVERIES
2.1. The price set forth in Reina Imaging’s Quotation (“Price”) is in United States Dollars. Nothing set forth in Customer’s Purchase Order shall modify or amend the quoted Prices, quantities, and/or the scope of Products offered, unless such modification or addition is agreed to in writing by Reina Imaging prior to the Purchase Order. Prices quoted are valid for 30 days. Although Reina Imaging may choose to honor pricing on quotes older than 30 days, it has no obligation to do so and may provide a revised Quotation at its sole discretion.
2.2. The prices are exclusive of any taxes, including, without limitation, sales, use, value added, goods and services, business, property (real or personal, tangible or intangible), license, documentation, registration, import, export, excise, franchise, stamp, or other tax - custom fees or tolls, levy, impost, withholding, fee, duty or other charge of any nature imposed by any governmental authority or other tax authority in any jurisdiction, and any and all fines, penalties, additions to tax, interest and other charges relating thereto (collectively, “Taxes”). All Taxes shall be paid by Customer in addition to the Price. If any payment by the Customer is subject to withholding tax, the Customer agrees to increase the amount of any payment which is subject to a withholding or pay an additional amount as is necessary to ensure that Reina Imaging receives the same amount it would have received if there had been no withholding. Customer shall deliver any certifications and other documents required to demonstrate eligibility and to benefit from any exemption or other relief from any Tax.
2.3. Reina Imaging shall make reasonable accommodations for dated deliveries of Products ordered in advance. No dated delivery schedule longer than 90 days from Purchase Order acceptance will be allowed, except at Reina Imaging’s sole discretion. Customer must take delivery of all items included in the Purchase Order within 90 days. Customer agrees to pay for the entire Purchase Order according to the terms set forth in Section 6 of this agreement, “Payment,” irrespective of outstanding dated deliveries scheduled more than 30 days past invoicing. Payment must be made in full within 30 days, even if product delivery is scheduled for a later date.

3. CUSTOM WORK, ENGINEERING FEES, ART FEES
3.1. Any custom work by Reina Imaging shall be subject to additional charges to Customer. When Customer requests custom work, additional fees apply, such as engineering fees and art fees, etc. All fees must be paid to Reina Imaging even if Customer ultimately does not proceed with a product Purchase Order.
3.2. Engineering fees shall be estimated by Reina Imaging during the product development process and will be documented on the Product Requirements Document (PRD). Customer’s sign-off on the PRD constitutes their acceptance of the estimated fees, which may increase or decrease depending on the scope of work and any changes requested. The final Quotation will include the total engineering fees for which Customer is liable.
3.3. Art fees will be applied to any custom request involving new artwork of any kind (branded overlay, decals, etc.). Art fee is a one-time charge to set up the artwork files and is payable even if Customer does not move forward with the purchase of the Product.

4. PACKAGING, SHIPPING
4.1. Reina Imaging shall pack all Products in accordance with its standard commercial practices. If Customer has any special shipping or handling requirements, Customer shall notify Reina Imaging in a timely manner regarding any such special requirements, and Customer shall be responsible for any increase in cost to pack the Products.
4.2. The Price does not include any shipping or handling charges, and Customer shall incur both the cost and the risk for bringing the Products to their final destination. Reina Imaging shall notify Customer when the articles are available at Reina Imaging’s facility for pickup and Customer shall be responsible for arranging to have the articles picked up from Reina Imaging’s facility and for completing any export documentation and clearing the Purchase Order through US Customs or Customs for any country to which delivery is specified. In the event Customer would like Reina Imaging to deliver the articles to a specified destination (“drop ship”), the destination shall be clearly identified in the Purchase Order and Customer shall provide an account number that Reina Imaging can use for the shipping costs.

5. DELIVERY, TITLE, AND RISK OF LOSS
5.1. Reina Imaging’s quoted delivery schedule represents its best estimate and is based on current supply chain factors, schedules and workload. Reina Imaging shall have no liability for delay, or any damages or losses sustained by Customer as a result of such estimate not being met. Partial deliveries shall be permitted as agreed to by both parties in writing.
5.2. Unless otherwise agreed to by Reina Imaging in writing, delivery shall be deemed to have occurred EXW (Incoterms 2020) for all deliveries.

6. PAYMENT
Customer shall pay for all Products delivered or services performed within 30 days from the date of Reina Imaging’s invoice (“net 30”). Payment shall be deemed to have been made when a check is received by Reina Imaging or payment is received by an electronic transfer in Reina Imaging’s bank account. Reina Imaging reserves the right to assess interest on any late payments from the date due until receipt of payment in full at the lesser of (a) one and one-half percent per month compounded monthly, or (b) the maximum rate permitted by law, and to charge Customer for any collection or litigation expenses, including reasonable attorney’s fees incurred by Reina Imaging in the collection of late payment. In addition to any remedies under law, Reina Imaging may at its sole discretion suspend future deliveries or services until all delinquent payments due are received. Reina Imaging may require an advance payment or milestone payments prior to beginning performance of the Purchase Order. Reina Imaging may require Customer to obtain a letter of credit for international orders. All payments hereunder shall be paid without any deductions, set-off, or counterclaims including for any Taxes. Customer is responsible for and shall pay any fees associated with its payment method (e.g., wire transfer fees, bank charges/fees and the like).

7. FORCE MAJEURE AND EXCUSABLE DELAY
7.1. Reina Imaging shall not be liable for any damages of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to:
(a) Customer, including omissions or failure to act on the part of Customer or its agents or employees;
(b) An Event of Force Majeure, defined herein as including acts of God, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workmen or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization;(c) Causes beyond Reina Imaging’s reasonable control, including adverse events at Reina Imaging’s plant, unforeseen production or engineering delays or inability of Reina Imaging or its vendors to secure adequate materials, manufacturing facilities or labor, or any other acts and causes not within the control of Reina Imaging.
7.2. Reina Imaging shall notify Customer of any delayed or non-performance due to an excusable delay or Event of Force Majeure as soon as practicable. If any such event should occur, Reina Imaging’s period of performance shall be extended for a period of time equal to the duration of such event. If the excusable delay or Event of Force Majeure extends more than six months, Reina Imaging and Customer may mutually agree to terminate the Purchase Order or any portion thereof impacted by the excusable delay or Event of Force Majeure, and Customer shall promptly pay Reina Imaging for any delivered Products or services performed, any works in process, any termination costs, including vendor settlement expenses, and a reasonable profit on the terminated Purchase Order or portion thereof that Reina Imaging and Customer agreed to terminate.

8. WARRANTY
Subject to the terms and conditions set forth in Article 13, Limitation of Liability, Reina Imaging warrants that the Products manufactured by Reina Imaging shall be free from defects in material and workmanship under normal use and service when operated in accordance with Reina Imaging’s operating instruction for twelve months from shipment for Products, and 90 days from shipment for non-warranty repairs. Reina Imaging’s obligation and Customer’s sole remedy under the Warranty shall be limited to, at Reina Imaging’s option, the repair or replacement of the nonconforming warranted Product, or any part thereof, EXW origin. Notwithstanding the foregoing, the Warranty shall not apply to an Event of Force Majeure, normal wear and tear, or to defects arising from or connected with Customer’s or any third party’s (i) improper receipt, transport, handling, storage, maintenance, testing, installation, operation or of the Product, or (ii) alteration, modification, maintenance, overhaul, repair, neglect or foreign object damage of the Product. Reina Imaging shall have no obligation to Customer for any failure, to the extent that it is aggravated by such continued use. The Warranty does not apply to consumable items. Customer shall provide prompt written notice of the Product’s failure within the Warranty period, and ensure the failed Product is properly packed and returned to Reina Imaging, transportation and insurance prepaid.

9. PROPRIETARY INFORMATION
Reina Imaging and Customer, to the extent of their right to do so, may exchange proprietary and/or confidential information not generally known to the public (“Proprietary Information”), only to the extent and as reasonably required to perform its obligation hereunder. Any document marked “Confidential” or “Proprietary” and all copies made of any such document shall be returned by the receiving party (“Recipient”) of Proprietary Information to the disclosing party (“Owner”) upon completion of the purpose for which they were provided or destroyed by Recipient at Owner’s direction. Neither Reina Imaging nor Customer shall be liable for any disclosure if the data: (a) is generally available to the public (or becomes so) without breach of by Recipient; (b) was available to Recipient on a non-confidential basis from a source that had the right to disclose such information; (c) was rightfully in the possession of Recipient prior to receipt from Owner; or (d) was independently developed without use of Owner’s Confidential Information. No license to a party, under any trademark, patent, copyright, mask protection right or any other intellectual property right, is either granted or implied by the conveying of Proprietary Information to such party. No use of any Reina Imaging trademark, service mark, trade name, design, logo or other trade dress may be made without the prior written consent of Reina Imaging. Any Reina Imaging mark or logo existing on the Product must not be altered or modified in any manner, combined with other elements, or rearranged in any fashion. None of the Proprietary Information which may be disclosed or exchanged by Owner shall constitute any representation, warranty, assurance, guarantee or inducement to Recipient of any kind and, in particular, regarding the non-infringement of trademarks, patents, copyrights or any intellectual property rights, or other rights of third persons other than the rights expressly granted herein. Customer agrees that it will not attempt, nor will it direct or employ others to attempt, to reverse engineer the Product, subassemblies and/or software that is developed, manufactured or sold by Reina Imaging. The ownership in all Proprietary Information disclosed Owner to the other pursuant to the Purchase Order shall remain with Owner unless otherwise stated in the Purchase Order. The confidentiality obligations herein shall survive for a period of five years after expiration of the Purchase Order.

10. INTELLECTUAL PROPERTY RIGHTS
10.1. Reina Imaging grants to Customer a nonexclusive, nontransferable, revocable license to use a copy of any software program embedded in the Product, in object code only, for use as part of the Product (“License”). Notwithstanding the foregoing, this License is subject to the following prohibitions: (a) Customer shall not attempt to decompile, reverse engineer, or disassemble the object code, or in any other way convert the object code into a human-readable form; (b) Customer shall not manufacture, sell, deliver or in any way provide any products containing the object code; (c) Customer shall not use the object code to create derivative or competing products of any kind; or (d) Customer shall not transfer the object code to a third party for any reason without prior written consent of Reina Imaging, which may be withheld at Reina Imaging’s sole and reasonable discretion, and only then subject to Customer executing a sub-license agreement with the same terms and conditions herein and providing Reina Imaging the sub-license agreement executed by the transferee. Any transfer must be in full compliance with U.S. Export Laws and may require additional export licenses or other authorizations to be obtained by Customer and/or Reina Imaging. Other than the License, Reina Imaging is not granting any other rights to its intellectual property, patents, trademarks, software, or proprietary data, other that the right of Customer to use the Product for its intended purposes. Reina Imaging’s vendors are direct and intended beneficiaries of this License and may enforce it directly against Customer.
10.2. Subject to Article 14, Limitation of Liability, and except as otherwise provided herein, Reina Imaging shall defend Customer against any claims based on a substantive allegation that the Product directly infringes a United States patent, copyright or other intellectual property right of a third party. Reina Imaging shall have the right, at its option and expense, to (a) procure a right for Customer to use the Product; (b) modify or replace the infringing parts of the Product so that it becomes non-infringing; or (c) request that Customer return the article and refund to Customer the purchase price, including all license fees, paid by Customer. The indemnity shall not apply and Reina Imaging has no indemnity obligation for any claim based upon any of the following: (a) Reina Imaging’s compliance with Customer’s design, specifications or design instructions; (b) alterations by Customer or by third parties of the Product furnished by Reina Imaging not approved in writing by Reina Imaging; (c) failure of Customer to use updated Product provided by Reina Imaging to avoid infringement; (d) use of Product in a manner, or for a purpose, for which was neither designed nor foreseeable by the Reina Imaging; (e) assembly, function or use of Product in combination with any materials and/or software not supplied by Reina Imaging; (f) a patent, trademark or copyright in which Customer or affiliate has a direct or indirect interest by license or otherwise, or (g) Open source software. Customer shall defend and indemnify Reina Imaging from and against any third-party claim arising from any of the aforementioned circumstances.
10.3. THIS ARTICLE SETS FORTH REINA IMAGING’S ENTIRE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. The indemnities are conditional on Customer giving Reina Imaging prompt written notice of any claims being made against Customer, Customer not making any admission which might be prejudicial to the defense of such claim, Reina Imaging having full and sole authority at Reina Imaging’s own expense to assume the defense of the claim, and Customer providing reasonable assistance for defense of any claim.
10.4. All products developed during this process are the sole intellectual property of Reina Imaging and subject to the terms and conditions governing quotations and purchase orders attached to the relevant quotation.

11. EXPORT COMPLIANCE
The Products, including any associated technology, are controlled under the Export Laws and Regulations of the United States Government, including but not limited to Export Administration Regulations and the International Traffic in Arms Regulations. The Products and any associated data cannot be exported out of the United States, re-exported or transferred to another country without the prior approval of the US Government. Customer shall first obtain Reina Imaging’s written consent and any authorization required by the US Government, including the filling of additional export licenses or authorizations which must occur and/or be approved by the US Government prior to any export, re-export, or transfer of US original articles, data, or associated technology. If the Purchase Order requires the delivery of Product and/or performance of services outside of the United States, the Purchase Order shall be subject to the US Government approving any licenses or any other approvals or US Customs clearances required for Reina Imaging to meet the obligations of the Agreement. Customer shall provide an end-user letter and/or non-transfer end use certificate, or other supporting documentation if requested by Reina Imaging to accompany Customer’s export license request or any other approval as required by the US Government. If the Purchase Order requires Reina Imaging to perform defense services, Reina Imaging may be required to obtain a Technical Assistance Agreement approved by the US Government and signed by Reina Imaging, Customer and any other foreign parties before any defense services can be performed. In the event the US Government fails to grant any license or approval in a timely manner, the delay in the performance of the Purchase Order shall be considered an Event of Force Majeure.

12. GOVERNING LAW
These Terms and Conditions and any action related hereto shall be governed, controlled, interpreted and defined by and under the laws of the State of Illinois, USA, without regard to the conflict of laws provisions thereof. The Parties specifically disclaim application of the U.N. Convention on Contracts for the International Sale of Goods (1980) or any subsequent revision(s) thereto.

13. DISPUTES
In the event of any dispute arising out of or in connection with these Terms and Conditions, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Crystal Lake, IL, USA. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties.

14. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE (ACTIVE OR PASSIVE) OR OTHERWISE, REINA IMAGING SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQEUENTIAL DAMAGES OF ANY KIND, AND SHALL NOT BE LIABLE TO CUSTOMER FOR LOSSES OF USE, DATA, PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. EXCLUDING GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, REINA IMAGING’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PURCHASE ORDER SHALL IN NO EVENT EXCEED ACTUAL, DIRECT, AND PROVEN DAMAGES OF THE PRICE OF THE PRODUCT DIRECTLY PURCHASED BY CUSTOMER UNDER THE PURCHASE ORDER GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. TO THE EXTENT THESE TERMS AND CONDITIONS CONTAIN ANY SPECIFIC REMEDIES PROVIDED BY REINA IMAGING TO CUSTOMER, REGARDLESS OF FORM, SUCH REMEDIES SHALL BE PROVIDED BY REINA IMAGING ON A SOLE AND EXCLUSIVE BASIS AND IN LIEU OF ANY OTHER REMEDIES, DAMAGES, OR LOSSES.

15. MODIFICATION
Any modification of these Terms and Conditions shall be valid only if it is in writing and signed by the authorized representatives of both Reina Imaging and Customer.

16. ASSIGNMENT
Neither Party may assign or delegate a Purchase Order or any of its rights, duties or obligations regarding a Purchase Order to any other party without the prior written consent of the other party. Any attempt by either party to assign or delegate any of its rights, duties or obligations regarding a Purchase Order without such consent shall be void and of no effect. Notwithstanding the foregoing, Reina Imaging shall be permitted to subcontract its rights, duties or obligations regarding a Purchase Order to another division, affiliate or wholly-owned subsidiary of Reina Imaging and shall have the right to assign a Purchase Order to any successor by way of merger or consolidation or the acquisition of substantially all of the entire assets of Reina Imaging relating to the subject matter of the Purchase Order; provided, however, that such successor shall assume all of the obligations of Reina Imaging under the Purchase Order. Nothing in this provision is intended to preclude Reina Imaging from awarding routine subcontracts or purchase orders to vendors or other Reina Imaging-affiliated entities.

17. AUDIT
Notwithstanding anything set forth herein to the contrary, Customer shall not be allowed or have the right to audit or examine Reina Imaging’s financial records. Customer shall not have the right to access to or review Products’ costed bills of materials, design and development documents or any other materials deemed sensitive, proprietary or confidential by Reina Imaging.

18. NO THIRD-PARTY BENEFICIARIES
Except as expressly provided herein, these Terms and Conditions are for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

19. WAIVER
If either party, at its option, agrees to waive any of these Terms and Conditions, then such waiver shall not for any purpose be construed as a waiver of any succeeding breach of the same or of any other of these Terms and Conditions, nor shall such a waiver be deemed as a course of conduct.

20. SEVERABILITY
If any of these Terms and Conditions are at any time held to be invalid or unenforceable, then such term or condition shall be construed as severable and shall not in any way render invalid or unenforceable the remainder of these Terms and Conditions, which shall remain in full force and effect.

21. SUPREMACY
This agreement represents the sole and only agreement between the parties regarding the Purchase Order and shall render void and unenforceable any prior or subsequent terms in Customer’s Request for Quotation or Purchase Order or any other terms contained in any other document used by Customer in the process of obtaining a Quotation or issuing a Purchase Order.

22. ACCEPTANCE
This agreement shall be considered accepted by Customer and legally in force upon Customer’s issuance of a Purchase Order to Reina Imaging. By issuing a Purchase order, Customer agrees to be bound by these terms, irrespective of any other terms or conditions contained in Customer’s documents or communications.

Should you have any questions regarding this agreement, please contact us at customer_service @reinaimaging.com.