These terms and conditions of sale, together with the Basic Order Terms (defined in Section 1.3 below) set forth on a purchase order accepted by APPLANIX constitute the entire agreement of Buyer and APPLANIX for purchase and sale of the Product(s) (hereafter sometimes referred to as the “contract”).

1. General :

1.1 Validity of sales agreement: APPLANIX’ quotations are binding only for the period expressly stipulated in writing in the quotation. Orders cannot be canceled for any reason without the prior written consent of APPLANIX.

1.2 Intellectual property ownership of tender materials: APPLANIXretains title and full intellectual property ownership of all tender documents and materials, including without limitation, calculations, drawings, models, plans, sets of tools, etc. All such documents and materials are considered confidential and Buyer shall not copy such documentation or materials or disclose them to third parties without APPLANIX’ prior written consent.

1.3 Basic Order Terms: All purchase orders for Products shall be on Buyer’s letterhead and include the following information: (i) Products and quantities,(ii) prices, (iii) shipping instructions, (iv) the APPLANIX quotation number, (v) requested delivery date and (vi) information for export authorization, if applicable, as requested by Applanix (collectively, “Basic Order Terms” ).

1.4 Software License: If a Product order includes software (whether built into hardware cir­cuitry as firmware, provided as a standalone com­puter software product, embedded in flash memory, or stored on magnetic or other media) , such software is licensed, not sold, and Buyer is granted a non-exclusive, non-assignable right to use the Product software for no other purpose than that of operating the APPLANIX Product(s) furnished under these terms and conditions. If accompanied by a separate end user license, use of any such software will be subject to the terms and conditions of the end user license (including any differing limited warranty terms exclusions and limitations). Nothing herein shall be construed to grant any rights or license to use any software in any manner or for any purpose not expressly permitted by the APPLANIX license.

2. Delivery of goods :

2.1 Delivery time: Delivery times are established when the order is received and accepted by APPLANIX. APPLANIX will use commercially reasonable efforts to meet Buyer’s requested delivery dates, unless Buyer is in default under the contract or Applanix’s performance is otherwise excused. APPLANIX will notify Buyer if APPLANIX is unable to meet Buyer’s requested delivery date. APPLANIX shall not be liable for late or delayed shipment.

2.2 Delivery terms: Delivery of the Products will be made on an FCA (Incoterms 2000) Applanix’s facility basis, at which point title and risk of loss or damage to each of the Products covered by these Terms and Conditions shall pass to Customer (except for title to software products, in which case only title to the media shall pass).

Unless otherwise agreed, APPLANIX will deliver the Product freight collect and all other costs of shipment including insurance, taxes and duties will be unpaid. APPLANIX has the right to make partial deliveries.

3. Acceptance, Inspection, Notice of Nonconformance :

3.1 Buyer’s acceptance of ordered Products shall be deemed to occur at delivery to the FCA point. It is Buyer’s responsibility to give prompt written notice of identified damage or nonconformance of goods.

4. Return of Product : Any return of Product will be subject to APPLANIX’ prior written consent and must be made pursuant to Applanix’ product return procedures then in effect. Products must be returned, transport prepaid, to the APPLANIX facility (no C.O.D. or Collect Freight accepted) in original boxes and packing material, unless otherwise agreed by APPLANIX. The Products travel at the risk and responsibility of Buyer. If returned Product is claimed to be defective, a complete description of the nature of the defect must be included with the returned Products. All returns are subject to inspection. Product not eligible for return shall be returned to Buyer by APPLANIX, freight collect.

5. Pricing, Terms of Payment :

5.1 Unless otherwise stated by APPLANIX in writing, and subject to credit approval, 30% of the purchase price is due on order with the remaining 70% of the purchase price due within 30 days of the date of Applanix’ invoice to Customer upon delivery of the Products. The date of the receipt of payment by APPLANIX shall be determinative. Payment shall be made in the currency indicated on the Product order or invoice, as applicable. APPLANIX shall be entitled to offset payments against prior debt balances in Buyer’s account. Products or services purchased under APPLANIX’ United States General Services Administration ("GSA") Schedules will be subject to all of the pricing and other terms, conditions described in the applicable GSA Schedule.

5.2 APPLANIX shall have the continuing right to review Buyer’s credit and change Buyer's payment terms.

5.3 Interest shall be charged on all overdue sums owing to APPLANIX under these terms and conditions at the rate of one (1) percent (1%) per month (or the highest legal limit if lower than said amount), and shall be calculated from the date the sums in question were payable to the date on which payment is made in full.

5.4 Buyer grants APPLANIX a purchase money security interest in each Product shipped to Buyer until payment is made in full to APPLANIX for such Products. Upon request from APPLANIX, Buyer will cooperate with APPLANIX in perfecting any such security interest.

5.5 Buyer shall be liable for any costs incurred by APPLANIX in the event of variation or suspension of any order by Buyer. And in case of international payment transaction, Buyer shall be liable for any additional costs incurred.

5.6 Stated Product prices do not include any applicable sales taxes, Value Added Tax, export or import charges, transportation or insurance charges, customs and duty fees, personal property or similar taxes; all of which shall be paid by Buyer. Any tax that APPLANIX may be required to collect or pay upon the sale or delivery of the Product shall be paid by Buyer to APPLANIX unless Buyer provides direct payment authority or an exemption certificate valid in the state and/or country to which the Product will be shipped.

6. Custom Design Work : Any custom design work performed by APPLANIX at Buyer’s request will be subject to additional engineering charges. APPLANIX will retain all copyright and other proprietary rights to the Product and any additional custom design work, and shall have the right and authority to use, sell and distribute the Product and utilize the custom design work for any other purpose, in Applanix’ sole discretion, without requirement of notification or liability to Buyer of any kind (including, without limitation, monetary remuneration). The Buyer shall respect the foregoing rights of APPLANIX and shall use best efforts to prevent unauthorized disclosure of Applanix’ confidential and proprietary information relating to the Product and any additional custom design work.

7. Warranty :

7.1 Product Limited Warranty : Unless the limited warranty included with any Product covered by these terms and conditions grants different rights to the Buyer, APPLANIX warrants to Buyer, and only to Buyer, that the APPLANIX Products furnished under the contract shall be designed and manufactured to conform to APPLANIX’ specifications and all parts are and will be free from defects in material and workmanship for a period of twelve (12) months from date of shipment. During the warranty period, APPLANIX’ liability is limited to replacing, repairing or issuing credit for any Product that is returned to APPLANIX by the original purchaser freight prepaid and which upon inspection is determined by APPLANIX to be defective in materials or workmanship. APPLANIX’ repair or replacement of a defective Product as provided in this section is Buyer’s only and exclusive remedy for a defective Product, and is made subject to the terms of this warranty. During the warranty period, APPLANIX will use its best efforts to provide, but does not guarantee that it will provide, an interim no-charge substantially equivalent product if required by the Buyer to maintain Buyer’s operational status while Buyer’s original Product is with APPLANIX for repair.

7.2 Warranty Exclusions : The foregoing Product limited warranty shall only apply in the event and to the extent that (a) the Product is properly and correctly installed, configured, interfaced, main­tained, stored, and operated in accordance with APPLANIX' applicable operator's manual and specifications, and; (b) the Product is not modified or misused. This Product limited warranty shall not apply to, and APPLANIX shall not be responsible for defects or perfor­mance problems resulting from (i) the combination or utilization of the Product with hardware or software products, information, data, systems, interfaces or devices not made, supplied or specified by APPLANIX; (ii) the operation of the Product under any specifica­tion other than, or in addition to, APPLANIX' stan­dard specifications for its products; (iii) the unauthorized, installation, modification, repair or use of the Product; (iv) damage caused by: accident, lightning or other electrical discharge, fresh or salt water immersion (outside of Product specifications); or exposure to environmental conditions for which the Product is not intended; (v) normal wear and tear on consumable parts (e.g., batteries) or (vi) cosmetic damage. APPLANIX does not warrant or guarantee the results obtained through the use of the Product.

NOTICE REGARDING PRODUCTS EQUIPPED WITH GPS TECHNOLOGY : APPLANIX IS NOT RESPONSIBLE FOR THE OPERATION OR FAILURE OF OPERATION OF GPS SATEL­LITES OR THE AVAILABILITY OF GPS SAT­ELLITE SIGNALS.

7.3 Software Fixes: Unless the limited warranty included with any Product covered by these terms and conditions grants different rights to the Buyer: During the limited warranty period Buyer will be enti­tled to receive such Fixes to the Product software that APPLANIX releases and makes commercially available and for which it does not charge separately, subject to the procedures for delivery to purchasers of APPLANIX products generally. Upgrades, new prod­ucts, or substantially new software releases, as identi­fied by APPLANIX, are expressly excluded from this fix process and limited warranty. Receipt of soft­ware fixes shall not serve to extend the limited warranty period.

For purposes of this warranty the following defini­tions shall apply: (1) "Fix(es)" means “Service Packs” which are error corrections or other updates created to fix a previous software version that does not substantially conform to its APPLANIX specifications; (2) “Upgrade" occurs when new features or enhancements are added to software, or when a new product containing new fea­tures or enhancements replaces the further development of a current product line. APPLANIX reserves the right to determine, in its sole discretion, what constitutes a Fix or an Upgrade.

7.4 WARRANTY DISCLAIMER: THE FOREGOING LIMITED WARRANTY TERMS STATE APPLANIX'S ENTIRE LIABIL­ITY, AND YOUR EXCLUSIVE REMEDIES, RELATING TO PERFORMANCE OF THE APPLANIX PRODUCT. EXCEPT AS OTHER­WISE EXPRESSLY PROVIDED HEREIN, THE PRODUCT, ACCOMPANYING DOCU­MENTATION AND MATERIALS ARE PRO­VIDED "AS-IS" AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND, BY EITHER APPLANIX OR ANYONE WHO HAS BEEN INVOLVED IN ITS CREATION, PRODUCTION, INSTALLATION, OR DISTRI­BUTION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MER­CHANTABILITY AND FITNESS FOR A PAR­TICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON THE PART OF APPLANIX ARISING OUT OF, OR IN CONNECTION WITH, ANY PROD­UCT. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WAR­RANTY, SO THE ABOVE LIMITATION MAY NOT APPLY OR FULLY APPLY TO YOU.

IN NO EVENT MAY BUYER, IF A RESELLER OF THE PRODUCT(S), MAKE OR PASS ON TO ITS OWN CUSTOMERS ANY WARRANTY OR REPRESENTATION ON BEHALF OF APPLANIX OTHER THAN, OR INCONSISTENT WITH, THE APPLICABLE LIMITED WARRANTY PROVIDED TO BUYER.

8. Warranty Repair Service :

8.1 Warranty Repair Procedure : APPLANIX reserves the right to refuse warranty services if the date of purchase of the Product cannot be proven or if a claim is made outside the warranty period. Claims for shipment damage (evident or concealed) must be filed with the carrier by Buyer in accordance with Section 3.1 above. No product may be returned for repair, whether in warranty or out of warranty, without first obtaining approval from APPLANIX. No credit will be given nor repairs made to products returned without such approval. Products must be returned, transport and other shipment costs prepaid, to the APPLANIX facility (no C.O.D. or Collect Freight accepted) in accordance with APPLANIX’ product return procedures then in effect.

8.2 Warranty Determination of Returned Products: Following APPLANIX’ or its authorized representative’s examination, warranty or out-of-warranty status will be determined. If upon examination a warranted defect exists, then the Product(s) will be repaired at no charge and shipped, prepaid, back to Buyer. Where APPLANIX elects to replace a Product or parts, repair parts and replacement Products will be provided on an exchange basis and will be either new, equivalent to new or reconditioned. All replaced parts and Products become the property of APPLANIX. Warranty repairs do not extend the original warranty period.

8.3 Non-Warranty Determination of Returned Products: Following APPLANIX’ examination, Buyer shall be notified of the repair cost of Products out-of-warranty. At such time Buyer must issue a valid purchase order to cover the cost of the repair and return shipment, or authorize the product(s) to be shipped back as is, at Buyer’s expense.

8.4Non-responsibility for Lost Data. APPLANIX shall not be responsible for any modification or damage to, or loss of any programs, data, or other information stored on any media or any part of any Product serviced hereunder. APPLANIX shall not be liable for the consequence of such damage or loss, including business loss, in the event of system, program or data failure. It is your responsibility, prior to servicing, to backup data and remove all features, parts, alterations, and attachments not covered by warranty prior to releasing the Product to APPLANIX. The Product will be returned to you configured as originally purchased, subject to availability of software.

9. LIMITATION OF LIABILITY : WITHOUT LIMITING THE FOREGOING, APPLANIX’S ENTIRE LIABILITY TO BUYER UNDER OR FOR BREACH OF THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY BUYER TO APPLANIX UNDER THE CONTRACT. FURTHER, NEITHER APPLANIX NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR OTHER DAMAGES, OR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, DOWNTIME AND USER TIME OR FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE PRODUCT. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY IMPLIED WARRANTY OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE ON THIS PRODUCT IS LIMITED IN DURATION TO THE DURATION OF THE FOREGOING WARRANTY. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIFIED OTHER DAMAGES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, OR MAY NOT FULLY APPLY.

10. Intellectual Property Ownership : As between APPLANIX and Buyer, Buyer agrees that APPLANIX owns all right, title and interest to all intellectual property and other proprietary rights to the technology, software, designs, engineering details, schematics and similar data relating to or incorporated in the Products and any accompanying documentation or information derived from the foregoing. Buyer shall take reasonable precautions to prevent unauthorized access and use of the software and documentation by third parties. To the extent permitted by relevant law, Buyer shall not, nor allow any third party to copy, decompile, disassemble or otherwise reverse engineer the Products, or attempt to do so, provided, however, that to the extent any applicable mandatory laws (such as, for example, national laws implementing EC Directive 91/250 on the Legal Protection of Computer Programs) give Buyer the right to perform any of the aforementioned activities without APPLANIX’ consent in order to gain certain information about the Products for purposes specified in the respective statutes (e.g., interoperability), Buyer hereby agrees that before it exercises any such rights it shall first request such information from APPLANIX in writing detailing the purpose for which it needs the information. Only if and after APPLANIX, at its sole discretion, partly or completely denies Buyer’s request, shall Buyer exercise its statutory rights.

Buyer is prohibited from, and shall prevent any third party from, removing, covering or altering any of APPLANIX’ patent, copyright or trademark notices placed upon, embedded in or displayed by the Products or their packaging and related materials. APPLANIX reserves all rights not specifically granted to Buyer hereunder.

11. Export procedures : Buyer is informed that sale and delivery of Products in an export situation may be subject to export regulations of Canada, the United States or other countries. Buyer warrants that it will not export or re-export directly or indirectly, any Product in violation of any law or regulation, (including, without limitation, any law or regulation of the Canadian or United States Government or any agency and specifically the U.S. International Traffic in Arms Regulations (22 CFR 120-130)), or to embargoed or otherwise restricted countries, or sell Products to companies listed on the denied persons list published by the United States Department of Commerce. Buyer further warrants that it will not export or re-export any Product with knowledge that it will be used in the design, development, production or use of chemical, biological, nuclear or ballistic weapons. Laws and regulations change frequently. It is Buyer's responsibility to know the law pertaining to export/import procedures in the country of destination of the Product. Buyer will defend, indemnify and hold APPLANIX harmless against any liability (including attorneys’ fees) arising out of Buyer’s failure to comply with the terms of this paragraph.

12. Default : APPLANIX reserves the right, by written notice of default, to cancel or indefinitely suspend an accepted Product order if: (i) Buyer defaults in the performance of its obligations hereunder, or otherwise breaches the contract, (ii) Buyer ceases business operations or enters into any bankruptcy, insolvency, receivership or like proceeding not dismissed within thirty (30) days, or assigns its assets for the benefit of creditors, or (iii) when obtaining third-party financing in connection with Buyer’s Product purchase(s) fails to do so in a timely manner on terms satisfactory to APPLANIX.

13. Applicable law - Settlement of Disputes :

These terms and conditions will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without reference to “conflicts of laws” provisions or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Jurisdiction and venue of any dispute or legal action brought by either party arising under these terms and conditions, the Products provided under an order, or the commercial relationship of the parties, shall lie exclusively in, or be transferred to, the courts of the Province of Ontario, Canada. Buyer hereby submits, consents, and agrees not to contest such jurisdiction and venue. No dispute or legal action arising under this Agreement, may be brought by either party more than one (1) year after such cause of action accrued, except that an action for nonpayment may be brought within two (2) years of the date of the last payment.

14. Severability : These terms and conditions may be severable and the invalidity, illegality or unenforceability in whole or in part of any provision shall not affect the validity of other provisions. To the extent of any such invalidity, illegality or unenforceability the parties by mutual agreement, or the adjudicator in any proceeding shall have authority and jurisdiction to sever such provision and to add to these terms and conditions a provision similar in terms and intended effect as may be possible, legal, valid and enforceable.

15. Force Majeure : Neither party shall be liable to the other for failure to perform its obligations hereunder (except the payment of sums due) to the extent caused by an event beyond such party’s reasonable control, including, without limitation, government regulations or orders, state of emergency, acts of God, war, warlike hostilities, terrorism, riots, epidemics, fire, strikes, lockouts, or similar cause(s), provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.

16. Notices : Any notice or other communication given by either party to the other regarding these terms and conditions will be deemed given and served when personally delivered, delivered by reputable international courier requiring signature for receipt, or five (5) business days after mailing (postage prepaid), addressed to the party at its notice address. Either party may change its notice address by written notice to the other. Buyer’s notice address shall be its address appearing on the accepted purchase order. APPLANIX’s notice address shall be: Applanix Corporation, 85 Leek Crescent, Richmond Hill, Ontario, Canada L4B 3B3, with copy to Trimble Navigation Limited, Attn: General Counsel – Legal Notice, 935 Stewart Drive, Sunnyvale, CA 94085.

17. Official Language : The official language of these terms and conditions and of any related documents is English, which shall be controlling for purposes of interpretation, or in the event of a conflict between English and non-English versions.

18. Waste Electrical & Electronic Equipment (WEEE) : If the APPLANIX Products are furnished to Buyer as component products on an OEM basis or as private label goods for distribution under Buyer brands, then Buyer understands and agrees that Buyer shall be deemed the “producer” of all such Products under any laws, regulations or other statutory scheme providing for the marking, collection, recycling and/or disposal of electrical and electronic equipment (collectively, “WEEE Regulations”) in any jurisdiction whatsoever, (such as for example national laws implementing EC Directive  2002/96 on waste electrical and electronic equipment, as amended), and shall be solely responsible for complying with all such applicable WEEE Regulations.