KETRA, INC.

STANDARD TERMS AND CONDITIONS


These Ketra Inc. (“Ketra”) standard terms and conditions (“Standard Terms”) shall govern all quotations issued and orders submitted by a customer (“Customer”) and accepted by Ketra for the sale of its products (“Products”). Customer may be an end user customer that is purchasing the Products for its own use, and not for further resale (an “End User Customer”), or a third party such as an installer, integrator, contractor or value-added reseller (individually or collectively, an “Installer”) that is purchasing Products for resale to an End User Customer.

To the extent the Products contain or consist of software in any form (“Software”), such Software is licensed, not sold, solely pursuant to the terms of Ketra’s standard end user license agreement (the “Ketra EULA”). In the event of any inconsistency or conflict between the provisions of these Standard Terms and the provisions contained in the Ketra EULA, the provisions of the Ketra EULA will control, but only with respect to issues relating solely to the Software.

Ketra’s acceptance of any Customer order is expressly conditioned on Customer’s unconditional assent to these Standard Terms in lieu of any terms and conditions in Customer’s order or in any other Customer communication. Ketra hereby rejects any terms or conditions in Customer’s order or in any other Customer communication that conflict with or that purport to add to or modify these Standard Terms. All such terms and conditions will be deemed stricken, void and of no effect.


Prices / Payment Terms

All prices are those in effect at the time of quotation and are subject to change without notice. Ketra reserves the right to require minimum order amounts. Prices are stated in U.S. dollars unless otherwise indicated and are exclusive of shipping, handling, insurance, duties and all applicable federal, state or local taxes or other governmental charges (including without limitation sales, use, VAT, excise taxes and withholding taxes). All such items are the responsibility of Customer.

Unless otherwise stated on Ketra’s invoice or agreed to writing by Ketra, payment terms are net 30 days from the date of shipment or the date of invoice, whichever first occurs. Ketra reserves the right to modify or withdraw credit terms at any time without notice. Ketra further reserves the right, based on its assessment of Customer’s financial condition or payment record, to require payment in advance. Unless otherwise agreed to in writing by Ketra, payment shall be made by check, wire transfer or ACH deposit. If Customer fails to make payment when due, Ketra may defer further shipments to Customer or, at its option, cancel the unshipped portions of Customer’s orders. Customer agrees to pay interest on all past due invoices at the lower of 18% per annum, compounded monthly, or the highest rate allowable under applicable law. Customer may not setoff against Ketra’s invoices any amounts that Customer claims are due to it.


Shipment / Delivery / Title

All dates of shipments and deliveries are estimates only. Ketra will make reasonable efforts to meet the scheduled shipment dates, but Ketra shall not be liable for any costs, expenses, loss, damages or other claims incurred by Customer or any other party due to any delay in shipment or delivery.

Shipping, handling, packing and freight costs will be prepaid by Ketra and invoiced to Customer, either on the same invoice as the associated Products or on a separate invoice. Shipping route and mode of transportation will be determined by Ketra unless otherwise instructed by the Customer. Insurance on shipping will be the responsibility of the Customer.

For orders within the U.S., Ketra will ship the Products FOB Ketra’s point of shipment. For orders outside the U.S., Ketra will ship the Products Ex-Works (Incoterms 2014) Ketra’s point of shipment.

Title to the Products (except to the extent that the Products consist of software) and risk of loss passes to Customer upon Ketra’s delivery of the Products to the carrier.


Returned Material and Restocking Policy

No product returns will be accepted unless accompanied by a valid Return Material Authorization (“RMA) number. To request a return please email returns@ketra.com. Requests to return material will be accepted within six (6) months of original shipment. The following conditions apply:

(i) Product must be new and unused and in its original packaging;

(ii) Credit issued will be based upon original invoice price or current distributor net pricing, whichever is lower at the time of the return;

(iii) A handling and disposition charge of not less than 35% will apply to any credits issued;

(iv) All freight, duties and taxes on the returned material is the responsibility of the Customer.

(v) Order cancellation is allowed within 48 hours of order placement. Beyond this, a cancellation fee of up to 15% may be charged. This cancellation fee may be waived if an equivalent replacement Purchase Order is submitted.

(vi) Products that are returned to the Company because incorrect or incomplete shipping information was provided or because an electrical contractor, distributor or other Customer agent rejects the order are subject to a charge of actual freight cost for the return plus 10% of the order value for a material handling fee.

(vii) This Policy does not apply to the return of defective material which is subject to the Terms of the Company’s Standard Limited Warranty.


Indemnification

Customer will at all times defend, indemnify and hold harmless Ketra and its affiliates, successors and assigns from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any third party claims (including without limitation claims for personal injury (including death) to any person or property damage (or loss of use thereof)) based on: (i) a breach by Customer of these Standard Terms; or (ii) the improper or negligent installation or use, or unauthorized repair or integration of a Product into another lighting product by Customer or by a third party on behalf of Customer. Customer shall not enter into a settlement or compromise that involves a remedy other than payment without Ketra’s prior written consent.


Limited Warranty

Ketra makes no warranties or representations regarding the Products to any party other than to an End-User Customer, as set forth in the Ketra Standard Limited Warranty, which may found at www.ketra.com/warranty. Without limiting the foregoing, if you are an Installer: (i) you acknowledge that Ketra makes no warranty or representation to you regarding the Products; (ii) you will not make any warranties or representations on behalf of Ketra; and (iii) you will transfer to the End User Customer a copy of the Ketra Standard Limited Warranty and the Ketra EULA, in addition to any registration cards, proprietary rights notices or other materials that Ketra ships with the Products. In addition, you will make a warranty to the End User Customer regarding any services (including without limitation installation services) that you perform for an End User (Customer).


Limitation of Liability

IN NO EVENT WILL KETRA BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE STANDARD TERMS OR THE PURCHASE, SALE, INSTALLATION, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT WILL KETRA’S LIABILITY TO CUSTOMER ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE STANDARD TERMS OR THE PURCHASE, SALE, INSTALLATION, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER TO KETRA FOR THE PRODUCTS THAT GIVE RISE TO A CLAIM FOR LIABILITY. KETRA AND CUSTOMER HAVE AGREED THAT THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE STANDARD TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.


Applicable Law

These Standard Terms shall be construed and enforced in accordance with the laws of the State of Texas, USA, without regard to such state’s laws related to conflict of laws. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising under these Standard Terms will be brought exclusively in the state or federal court located in Travis County, Texas and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.


Assignment

Customer may not assign or transfer these Standard Terms, or any order accepted by Ketra hereunder, in whole or in part, by operation of law or otherwise, without Ketra’s express prior written consent. Any attempt to do so, without Ketra’s consent, will be void.


Waiver and Severability

The failure by Ketra to enforce any provision of these Standard Terms will not constitute a waiver of future enforcement of that or any other provision. If for any reason a court of competent jurisdiction finds any provision of these Standard Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Standard Terms will remain in full force and effect.


Entire Agreement

These Standard Terms, including the Ketra Limited Warranty and Ketra EULA, both of which are incorporated by reference into these Standard Terms, constitutes the complete and exclusive agreement between Ketra and Customer regarding its subject matter and supercedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of these Standard Terms will be effective only if in writing and signed by duly authorized representatives of each party.


Export Control

Customer will not export or re-export, directly or indirectly, the Products, or any technical information related thereto, or any direct products thereof, to any destination or person prohibited or restricted by the export control laws and regulations of the United States, without the prior authorization from the appropriate governmental authorities.


Notices

All notices required or permitted to be given under these Standard Terms will be in writing and will be deemed given: (i) upon actual delivery, if made by personal service; (ii) three (3) days after mailing, if made by U.S. certified or registered mail; and (iii) one (1) business day after delivery to the courier or overnight delivery service, if made by courier or overnight delivery service. All notices will be addressed as set forth on the purchase order, invoice or shipping notice, as applicable, or to such other address as the party who is to receive the notice so designates by written notice to the other.