These Terms and Conditions of Sale, which include the ETIMEX Business Ethics guide's code of conduct, will apply to all sales, purchase orders, sales contracts, shipments, and sales order acknowledgments (each, an "Order") of any product and/or service ("Products") by any ETIMEX selling entity, including any of its affiliates or subsidiaries, whether in Mexico or elsewhere (each, "ETIMEX" or "SELLER") and any customer ("BUYER"). All Orders, sales, offers, acceptances, sales order acknowledgments, sales contracts, and shipments of Products are expressly limited to and conditioned upon BUYER’s approval and acceptance of these Terms and Conditions. ETIMEX expressly limits BUYER'S acceptance to these Terms and Conditions, and notice is hereby given that ETIMEX objects to and rejects any term or condition contained in any purchase order or other communication of any kind from BUYER that is different from, conflicting with, inconsistent with, or in addition to these Terms and Conditions.

Seller reserves the right to unilaterally modify these Terms and Conditions as necessary and without prior notice.

Unless otherwise confirmed in ETIMEX's sales order acknowledgment or a separate agreement signed by ETIMEX and BUYER, all prices are Ex Works (EXW) ETIMEX plant shipping point. All prices exclude any present or future federal, state, provincial, local, municipal, or other taxes applicable to the sale of Products, or anyduty or charge of any kind imposed by a governmental authority. Any such tax will be added to the price and paid by BUYER, unless BUYER provides ETIMEX with a valid exemption certificate acceptable to ETIMEX and the appropriate taxing authorities. All prices are subject to change without notice; however, prices will be those listed in Seller's applicable price list for the Products ordered and in effect on the shipping date stated in Seller's sales order acknowledgment or other form of confirmation. Orders for future delivery will be invoiced at prices prevailing on the date of shipment. If, at BUYER's request, Seller is required to hold a stock of Products, BUYER is at all times responsible for paying Seller an amount equivalent to the price of the Products in inventory, as well as any raw materials necessary to maintain the stock. No refund will be issued to BUYER if the Agreement or otherwise terminates, for any reason, and the stock or related raw materials have not yet been sold.

BUYER will be invoiced only for the quantity actually shipped plus, if applicable, trim loss. Payment terms are net 30 days from the invoice date, provided the customer has established credit. Time is of the essence for invoice payment, and payment is material to the sale or sales contract of products. Invoices not paid within 30 days from the invoice date will accrue a late payment charge of 1.5% per month on the unpaid balance, or the maximum amount allowed by law, until paid ("Late Payment Charge"). The imposition of a Late Payment Charge is not intended to infer any consent, acquiescence, or other agreement, express or implied, on the part of ETIMEX to tolerate or otherwise defer collection of unpaid invoices. BUYER confirms, acknowledges, and agrees that it would be difficult and costly to attempt to determine the actual damage suffered by ETIMEX as a result of the failure to pay any individual account and that the aforementioned 1.5% per month charge represents a reasonable effort to fix ETIMEX's probable minimum loss resulting from delayed payment, that said charge bears a reasonable relationship to such loss, and that the surcharge is reasonable in amount. In the event ETIMEX uses an outside collection agent or initiates collection action to recover a debt, ETIMEX will be entitled to recover attorney's fees, expenses, and costs associated with such collection of unpaid amounts.

ETIMEX may, without notice to BUYER, withhold or reject orders, withhold or cease shipments of confirmed orders, alter or revoke credit terms, and/or require upfront payments, if ETIMEX determines in its sole discretion that BUYER's financial condition or payment history does not warrant further orders, shipment of products, or continuation of credit terms. BUYER's failure to pay any ETIMEX invoice by its due date makes all outstanding invoices immediately due and payable regardless of terms, and ETIMEX may reject or withhold orders, or withhold deliveries, until the full account is settled. If ETIMEX requests adequate assurances, BUYER will provide ETIMEX, within three days of the request, business records maintained in the ordinary course of business that satisfy the requisition.

Seller's quotation is not an offer to sell, but an invitation to place an order, and a contractual relationship will not arise until an order has been accepted by Seller. A quotation is valid for thirty (30) days or the period stated therein. Seller explicitly reserves the right to withdraw or amend a quotation at any time before its acceptance.

Shipments that are more or less than the quantity actually ordered will constitute fulfillment of the order if such variation does not exceed the following percentages: (i) 10% for stock and custom orders when ETIMEX uses standard raw materials; and (ii) 20% for custom orders or where ETIMEX uses non-standard raw materials. An order may be canceled or terminated only with ETIMEX's consent and on terms that fully compensate ETIMEX for loss (if any) due to the cancellation or termination.

Unless otherwise confirmed by ETIMEX in its sales order acknowledgment or a separate agreement signed by ETIMEX and BUYER, shipment is EXW ETIMEX plant shipping point. Title and risk of loss for all purchased products will pass to BUYER upon placing the products with a common carrier at the ETIMEX shipping point, regardless of stated freight terms or method of payment for transportation charges. ETIMEX reserves the right to specify the carrier and routing for shipments.

ETIMEX intends to ship within the time specified in ETIMEX's sales order acknowledgment, if indicated, and such time is an estimate. If no time is specified, then ETIMEX will ship within a reasonable time. Unless specified in ETIMEX's sales order acknowledgment, freight charges will be prepaid and invoiced. As collateral security for payment of the purchase price, BUYER grants to ETIMEX a lien on and security interest in all BUYER’s right, title, and interest in the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in allaccessions to, substitutions for, and replacements of, as well as all proceeds (including insurance proceeds) from the foregoing.

a) BUYER is responsible for receiving the complete shipment as delivered, and immediately upon receipt at BUYER's location, must note on the delivery receipt any missing or damaged portion of the shipment. This must be reported to ETIMEX within 2 calendar days following receipt of the shipment. For damage claims, the complete packaging must be retained following ETIMEX's instructions for return or other disposition, and until the claim has been evaluated and a determination and/or credit memo has been issued.

b) Within 2 calendar days of receipt of the shipment, ETIMEX must be informed of any concealed damage or non-conforming products. The complete packaging must be retained until a concealed damage inspection report is issued by the carrier, or until the non-conforming Product can be evaluated and ETIMEX provides instructions for return or other disposition of the packaging. A credit determination will be made once the claim has been evaluated. No credit will be issued for claims made after the 5-calendar-day period.

c) Promptness is of utmost importance (TIME IS OF THE ESSENCE for the deadlines set out in Section 6 of these Terms and Conditions). Prompt inspection, as well as timely submission of the claim with all necessary documents, will facilitate a quick settlement. NOTE: Without proper documentation, no credit can be issued.

d) For verified claims of damage in transit or non-conforming Products, ETIMEX may, at its sole discretion, replace the product or refund the purchase price.

The remedies set forth in Section 6 of these Terms and Conditions for damage in transit and non-conforming Products are BUYER's sole and exclusive remedies. All claims must be accompanied by the following documents:

(i) copy of the delivery receipt with notation of damage or shortage, and the date, time, and name of the receiver must be included; (ii) photograph(s) of the damaged goods; and (iii) send copy of the inspection report to ETIMEX's claims representative.

RETAIN COPIES FOR YOUR RECORDS. Under no circumstances will ETIMEX be liable for any damage or shortage in freight collect shipments.

Where applicable.

a) These provisions will apply to the delivery of standard and/or custom-made software by Seller ("Software"), in addition to the provisions contained in these Terms and Conditions. Any additional terms related to the use of the Software will be set forth in a separate Software license.

b) Delivery includes application-related Software, operating system, as well as the corresponding manual.

c) Unless otherwise agreed, BUYER will install the Software at its premises at its own expense.

d) Seller does not warrant that the Software is free from defects and/or errors.

e) Seller will grant BUYER a non-exclusive license for the use of the Software on the installed device. The license will terminate and expire immediately upon termination of Software use or return, transfer, or sale of the equipment, or in case of expiration or termination of the Agreement between the parties for any reason. Title to the Software will at all times remain with Seller.

f) BUYER is prohibited from (i) making copies of the Software, except one archive or backup copy, (ii) reverse engineering or decompiling the Software, and/or (iii) making amendments or alterations to the Software without Seller's prior written consent.

g) The Software does not include source code. No rights related to the Software source code are granted to BUYER.

h) Unless otherwise agreed, Seller will not provide maintenance services related to the Software.

i) Seller may, at its sole discretion, determine at any time whether to provide a new version of the Software to BUYER or any patch or correction for the Software.

a) Artwork, plates, and tooling, including all types of electronic files, printing plates or screens, engravings, films, cutting or stamping dies, or other tooling, even if a usage or creation fee has been charged to BUYER, will remain the exclusive property of ETIMEX, unless specifically stated otherwise in the estimate proposal.

b) Proposals are for work according to original specifications only. If due to BUYER's error, or change of mind, the work must be performed a second time or more, such additional work or alterations will incur an additional charge at prevailing rates for the work performed.

c) Proofs must be submitted with the original copy. Corrections, if any, must be made on the "Master Set", returned marked "OK" or "OK with corrections" and signed with the name or initials of the person duly authorized to approve them. If revised proofs are desired, the request must be made when the proofs are returned. ETIMEX regrets any errors that may occur during production undetected but cannot be held responsible for errors if the work has been printed according to BUYER's approval or if changes are communicated verbally. ETIMEX will not be liable for errors if BUYER has not ordered or has refused to accept proofs, or has not returned proofs with indication of changes, or has instructed ETIMEX to proceed without submission of proofs.

d) Press proofs, unless specifically provided for in the quotation, will be charged at prevailing rates. An inspection sheet of any form may be submitted for BUYER's approval without charge, assuming BUYER is present when the form is ready on the press so that no press time is lost. Presses waiting for BUYER's approval or any time lost due to a change of mind by BUYER will be charged at prevailing rates for the time consumed.

e) STORAGE CONDITIONS. Self-adhesive labels, shrink sleeves, and laminations must be stored at 24°C ± 5°C, and at 50% relative humidity ± 10%. Storage of labels under conditions inferior to these will make the performance of sleeves, labels, and adhesives doubtful. Incorrectly stored labels will not carry any warranty.

Products are manufactured in compliance with all applicable requirements of the Fair Labor Standards Act, as amended. Except as otherwise agreed inwriting, normal tolerancesin ETIMEX's specifications will not be cause for rejecting products.

BUYER will comply with all Applicable Laws and regulations, including, but not limited to, relevant export laws and regulations of the European Union, United States, Canada, and Mexico, and BUYER will not export or re-export any technical data or Products of Seller and/or its affiliates to any country, party, or entity to which export or re-export is prohibited by the European Union, United States, Canada, and Mexico. BUYER will comply with the provisions of any applicable anti-corruption law, including, but not limited to, the UK Anti-Corruption Act, the United States of America's Foreign Corrupt Practices Act ("FCPA") and the OECD Convention on Combating Bribery of Foreign Public Officials ("OECD").

All Products are returnable only in accordance with the warranty provisions in Section 11. Prior to returning any product, BUYER must obtain prior written approval and instructions from ETIMEX.

ALL STATEMENTS, INFORMATION, AND RECOMMENDATIONS (TECHNICAL OR OTHERWISE) REGARDING SELLER'S PRODUCTS, AND THE USE OR APPLICATION OF SUCH PRODUCTS, ARE BASED ON SELLER'S EXPERIENCE AND TESTING AND ARE BELIEVED TO BE RELIABLE, BUT DO NOT CONSTITUTE AN EXPRESS OR IMPLIEDWARRANTY AS TO ACCURACY, COMPLETENESS, OR RESULTS TO BE OBTAINED. ALL PRODUCTS ARE SOLD AND SAMPLES ARE PROVIDED WITH THE AGREEMENT THAT BUYER ASSUMES SOLE AND INDEPENDENT RESPONSIBILITY FOR ITS OWN QUALITY CONTROL, TESTING, QUALIFICATION PROCESS, AND DETERMINATION OF THE SUITABILITY OF THE PRODUCTS FOR ANY INTENDED USE OR PURPOSE.

All new products are warranted for ninety (90) calendar days* from the date of manufacture to be free from defects in materials or workmanship, so that the Products comply with ETIMEX's specifications. This warranty applies only to the original BUYER of the Products and does not create rights or obligations for any third party. All refurbished Products will have a thirty (30) day warranty from the date of installation and application. Such warranty is applicable to installed Products, equipment, or services, if such installation is performed by an authorized representative of ETIMEX. Once it is determined to Seller's satisfaction that the Products were stored and used by BUYER in accordance with the applicable standards suggested by Seller (if any) and not damaged during transit, BUYER's sole and exclusive remedy for breach of this warranty will be the replacement of the defective Products or, at Seller's option, the issuance of a credit or refund of an amount up to the purchase price of the defective Product. In no event will Seller be liable for claims beyond the purchase price of the defective Product. BUYER will maintain traceability of converted products to confirm that a claim is based on Seller's actual product, and failure to maintain traceability may result in denial of a claim in whole or in part.

THE WARRANTY SPECIFIED IN THIS SECTION 11 IS IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.ETIMEX SPECIFICALLY DISCLAIMS AND EXCLUDES ALL SUCH OTHER WARRANTIES.

No representative or agent of ETIMEX is authorized to give any warranty or representation contrary to the terms and conditions herein, unless in writing and manually signed by an ETIMEX officer.

*Or the period of time stated in the Product's published specification or data sheet, if any, in effect at the time of shipment.

All claims for alleged breach of warranty under Section 11 must be made in writing and sent by certified or registered mail. No claims will be allowed if made more than twenty (20) days after BUYER learns or should have learned of the alleged defect giving rise to the claim. No goods may be returned to ETIMEX except for such alleged breach of warranty and unless BUYER has given proper notice of the claim and ETIMEX has issued return authorization. In the event ETIMEX is determined to have no liability with respect to such claim, BUYER will be responsible for ETIMEX's costs for handling and storing the returned goods.

If applicable, installation of Products purchased under this Agreement will be performed solely by authorized representatives of ETIMEX. ETIMEX will have no liability for disruptions to existing premises and structures resulting from the installation, nor for installation performed in accordance with instructions, plans, or designs provided by BUYER.

At BUYER's request, ETIMEX will include, as an additional insured, on ETIMEX's insurance policies those property owners who are not party to the Terms and Conditions of Sale, but where ETIMEX must install its Product or equipment at BUYER's location. This will apply only to those property owners where ETIMEX will be providing services to BUYER on the premises.

IN CONNECTION WITH THE PRODUCTS, THE SALE OF PRODUCTS OR ANY SALES CONTRACT FOR PRODUCTS, AND IN CONNECTION WITH ANY TYPE OF SERVICE PROVIDED BY SELLER TO BUYER (SUCH AS TECHNICAL SERVICES, SOFTWARE, CONSULTING, AND RESPONSES TO PRODUCT INQUIRIES OR CLAIMS), NO CLAIM BY BUYER OF ANY KIND, AND NO LIABILITY OF ETIMEX OF ANY KIND, WILL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES WITH RESPECT TO WHICH DAMAGES ARE CLAIMED. BUYER’S SOLE AND EXCLUSIVE REMEDY IS PRODUCT REPLACEMENT OR CREDIT OF THE PURCHASE PRICE, AT SELLER’S OPTION. ALL CLAIMS, DEMANDS, OR LEGAL ACTIONS NOT FILED BY BUYER WITHIN ONE YEAR FROM THE DATE A CAUSE OF ACTION HAS ARISEN ARE WAIVED AND EXCLUDED. SELLER WILL HAVE NO LIABILITY WHATSOEVER FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (NOR FOR DAMAGES FOR INJURYTO PERSONS OR PROPERTY, BUSINESS INTERRUPTION, DIMINUTION IN VALUE, AND LOST PROFITS, REGARDLESS OF WHETHER THE DAMAGES ARE CHARACTERIZED AS DIRECT OR CONSEQUENTIAL DAMAGES OR OTHERWISE) WHETHERFOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR WHETHER SELLER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSES.

a) All intellectual property rights related to the Products will be and remain the intellectual property of Seller or its licensors.

b) All logos, trade names, or marks of BUYER that BUYER owns or uses in the course of its business ("Marks") are the exclusive property of BUYER, and BUYER will retain intellectual property rights in connection with the use of such Marks. Should this be required for the fulfillment of obligations under the Agreement and/or these Conditions, BUYER will grant Seller a free and non-exclusive license to use the Marks during the term of the Agreement or until Seller's obligations, including periods for fulfilling compliance and regulatory obligations under these Conditions, have been fulfilled. BUYER will indemnify and hold Seller harmless from any costs (such as, but not limited to, third-party claims, lawsuits, liabilities, losses, damages, settlements, judgments) that may be sustained or incurred by Seller in connection with, or as a result of the use of the Marks, if and to the extent that such use of the Marks is prescribed by BUYER in connection with the Agreement and/or these Conditions.

c) Except as expressly provided in the Agreement or in these Conditions, no clause in the Agreement or in the Conditions will be construed as granting or implying to BUYER any right over the Product under letters patent or other intellectual property right. If the Products are to be modified in any manufacturing process or combined with other components where the Product, changed or produced in accordance with a specification issued by BUYER, BUYER will indemnify and defend Seller against all loss, damages, costs, and expenses awarded against or incurred by Seller in connection with or paid or agreed to be paid by Sellerin the settlement of any claim for infringement of any patent, copyright, registered design, trademark, or other industrial or intellectual property rights of any other person resulting from Seller's use of BUYER'sspecification, modification, or combination where the Product itself would not be subject to any infringement claim.

d) Seller will have the right to print its name and any applicable copyright, trademark, or patent information on the Products, except that BUYER may, prior to manufacturing of products by special order.

ETIMEX may charge BUYER, at prevailing rates, for the handling and storage of BUYER's stock or BUYER's printed material stored for more than thirty (30) days. Without a specific agreement stating otherwise, all BUYER's property stored with ETIMEX is at BUYER's risk, and ETIMEX is not responsible for any loss or damage thereto caused by fire, water leakage, theft, negligence, insects, rodents, or any cause beyond ETIMEX's reasonable control. Artwork, in its original form, provided by BUYER to ETIMEX, is considered BUYER's property. It is understood that free storage of BUYER's property is solely for BUYER's benefit.

a) If Seller is compelled or requested by any governmental authority to recall any Product or voluntarily decides to do so because such Products may violate any law or for any other reason, BUYER will fully cooperate with Seller in connection with any market recall, including, but not limited to, cessation of its own distribution. No press releases, interviews, or statements will be made without Seller's prior written approval.

b) If the recall is due to BUYER's negligent acts or omissions in the handling, storage, or packaging of the Product or BUYER's failure to comply with Applicable Laws, or with BUYER's specifications, then BUYER will be obligated to assume and carry out the recall of the Products, and all costs and expenses of the recall will be borne by BUYER, who will indemnify and hold Seller harmless against all claims and demands related to the recall.

The rights and obligations of ETIMEX and BUYER related to the purchase and sale of ETIMEX Products will be binding upon, inure to the benefit of, and be enforceable by ETIMEX and BUYER and their respective heirs, legatees, legal representatives, successors, and assigns. BUYER may not assign any of its rights or obligations under these Terms and Conditions without ETIMEX's prior written consent.

No waiver by SELLER of any of the provisions of these Terms and Conditions will be effective unless explicitly set forth in writing and manually signed by an ETIMEX officer. No failure to exercise or delay in exercising any right, remedy, power, or privilege arising from these Terms and Conditionswill be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege under these Terms and Conditions precludes any other orfuture exercise of any right, remedy, power, or privilege.

SELLER will not be liable to BUYER, nor will be deemed to have breached these Terms and Conditions, for any delay or failure in performing or executing any sale, sales contract, shipment, service, or any other matter in connection with the sale and shipment of Products or these Terms and Conditions to the extentthat such failure or delay is caused by or

results from (1) circumstances, causes, or contingencies beyond SELLER's reasonable control, including,but not limited to, those enumerated in point (2)

of this Section 13, or (2) changes in shipping schedules, accidents, fires, strikes, lockouts or other labor disputes, illness or epidemics, riots, civil commotion, insurrection, war, terrorist acts, natural elements, embargoes, carrier failures, currency fluctuation, devaluations, inability to obtain transportation facilities, inability or delay to obtain adequate or sufficient materials, telecommunication or power outages, governmental requirements, acts of God or public enemies, prior orders from others, or limitations on ETIMEX's or its suppliers' products or marketing activities.

Any and all disputes arising out of or related to these Terms and Conditions, the Products, the sales and sales contracts of Products, or the relationships between the parties will be governed by, construed, and enforced in accordance with the laws of the State of Nuevo León, without giving effect to the choice-of-law or conflict-of-laws provisions or statutes of the State of Nuevo León, Mexico, or any other state.

These Terms and Conditions and ETIMEX's sales order confirmation or acknowledgment represent the final and complete agreement between ETIMEX and BUYER concerning the subject matters included herein, and are intended to be a complete and exclusive statement of the terms and conditions of the agreement with respect to the Products and the sale of Products as set forth in ETIMEX's sales order.