Turck General Terms and Conditions for Sale and Delivery

This agreement, along with any additional written terms mutually accepted by both parties, sets forth the exclusive conditions under which Turck Commercial, S. de R.L. de C.V. (“Seller”) agrees to provide goods (“Goods”) and related services (“Services”) to the purchaser (“Buyer”). These terms override any prior orders, requests, or communications issued by Buyer, including purchase orders or quote requests, unless expressly confirmed in writing by Seller. Acceptance of Goods or Services constitutes acknowledgment that this Agreement governs the transaction, regardless of any conflicting terms previously submitted. Any alternative terms proposed by Buyer are considered void unless Seller formally agrees to them in writing (such as a specific distribution or supply agreement, which shall supplement these terms). For the purposes of this agreement, “Buyer” refers to any entity purchasing Goods or Services from Seller.

If Seller is not awarded the contract, Buyer must promptly return all provided documents upon request. All materials, including but not limited to quotations, technical drawings, calculations, specifications, and software provided by Seller (“Documents”), are supplied solely for the evaluation or execution of the relevant order. Seller retains all rights, including intellectual property and copyright, in such Documents, regardless of registration status. Buyer must treat these Documents as confidential, refrain from duplicating or distributing them outside its organization without Seller’s prior written consent, and promptly return or permanently delete them upon Seller’s request if the order is not placed. Seller will apply equivalent confidentiality measures to any proprietary information received from Buyer, except where disclosure to an authorized subcontractor is necessary for order fulfillment.

Buyer is granted a non-exclusive, non-transferable license to operate standard software and firmware, as long as it is used solely on the specified equipment, within the agreed performance limits, and remains unaltered. Unless otherwise agreed in writing, Buyer is permitted to create a single backup copy of the standard software.

Partial deliveries are permitted.

i) Product prices are quoted on an ex-works basis and do not include packaging costs. Applicable value-added tax (IVA) will be added according to the current rate at the time of invoicing.

ii) If Seller is also tasked with installation or assembly, and unless otherwise specified, Buyer shall cover the agreed fees along with any additional expenses incurred, such as travel, transportation, and per diem allowances.

iii) Payments shall be made at Seller's paying office.

iv) Buyer may only offset claims that are undisputed by Seller or are legally binding and final.

Seller reserves the right, at its sole discretion, to require advance payment, a letter of credit, or other security as a condition to acceptance or fulfillment of any Order. In the event of any late payment, Seller’s obligations, including delivery of Goods or provision of Services, shall be automatically suspended without liability to Seller until all outstanding amounts are paid in full. Buyer shall not withhold any payment due to Seller for any reason, including but not limited to alleged defects, delays, or counterclaims, unless expressly agreed in writing by Seller

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i) Title to the Goods (referred to as “Retained Goods”) shall remain with Seller until Buyer has paid in full all amounts due under the applicable order, including any related fees, interest, and additional claims. Notwithstanding delivery and transfer of possession of the Goods to Buyer, Seller retains full legal and beneficial ownership of the Retained Goods until Buyer has paid the full purchase price and all other amounts due under this Agreement in cleared funds. This reservation of title is created pursuant to, and consistent with, Article 371 of the Mexican Commercial Code (Código de Comercio) and Article 2312 of the Federal Civil Code (Código Civil Federal). Until ownership passes to Buyer: Buyer shall keep the Retained Goods as bailee for Seller, separate, and clearly identify them as Seller’s property and shall maintain the Goods in good condition and insure them for their full replacement value. Where applicable, and upon Seller’s request, Buyer shall cooperate and provide all information and documentation necessary to register this retention of title in the Sole Registry of Movable Guarantees (Registro Único de Garantías Mobiliarias, hereinafter “RUG”) or any other relevant registry. Upon any payment default, Seller may, without notice, enter the premises where the Retained Goods are located and repossess them. Buyer shall provide all necessary access and assistance. Risk of loss or damage passes to Buyer notwithstanding that title remains with Seller.

ii) Until ownership passes to Buyer, the Retained Goods may not be pledged, used as security, or otherwise encumbered in favor of third parties. Buyer may only resell the Retained Goods in the

normal course of business, and only if Seller’s rights to the Goods remain protected until payment if made in full.

iii) If Buyer resells the Retained Goods before payment is complete, Buyer hereby assigns to Seller, as security and with immediate effect, all claims and related rights arising from such resale, up to the outstanding amount owed to Seller. Seller acknowledges this assignment upon acceptance of the order. Buyer further hereby grants in favor of Seller a non-possessory pledge (prenda sin transmisión de posesión) over all receivables, proceeds, and any assets acquired by Buyer as a result of the sale, transfer, or disposition of the Retained Goods, as security for the payment of all amounts owed to Seller hereunder. This pledge shall be governed by the applicable provisions of the Mexican General Law of Credit Instruments and Transactions (Ley General de Títulos y Operaciones de Crédito), including but not limited to Articles 334, 336, and related articles governing non-possessory pledges. Upon Seller’s request, Buyer shall promptly execute all necessary documents and take all actions required to perfect and record the pledge in the RUG or any other public registry designated by Seller, at Buyer’s sole cost and expense. Buyer shall cooperate fully with Seller to ensure the enforceability and priority of Seller’s security interest in such receivables, proceeds, and assets, and shall not take any action that could adversely affect Seller’s rights under this pledge.

iv) If the Retained Goods are processed or combined with other items not owned by Seller, Seller shall acquire a proportional co-ownership interest in the resulting product, based on the value of the Retained Goods relative to the other materials at the time of combination. The resulting product shall be subject to the same retention of title provisions.

v) Buyer may collect assigned receivables on behalf of Seller until this authority is revoked by Seller, which may occur if Buyer defaults on payment or insolvency proceedings are initiated against Buyer.

vi) In the event of a breach of contract by Buyer, particularly non-payment, Seller may, after providing reasonable notice, reclaim the Retained Goods and/or require the assignment of Buyer’s rights against third parties. Repossession does not constitute cancellation of the order unless expressly stated by Seller in writing.

vii) Buyer shall immediately inform Seller in writing if any third party seizes the Retained Goods or otherwise asserts rights in them and shall provide all information and documents required for Seller to protect its interests.

i) Unless otherwise agreed, all delivery and shipping dates are estimates and thus, represent non-binding estimates.

Seller may deliver the Goods in partial shipments and may ship earlier than any projected delivery date, provided that Buyer’s payment obligations and other pre-conditions for delivery have been satisfied.

ii) Delivery timelines shall only be considered binding if Buyer has submitted all required documentation, obtained necessary permits and approvals—particularly those related to plans—and fulfilled all agreed payment terms and other contractual obligations. If these conditions are not met in a timely manner, the delivery schedule will be reasonably extended. This extension does not apply if the delay is attributable to Seller.

iii) The risk of loss or damage to the Goods transfers to Buyer when the Goods are handed over to the carrier for shipment or collected by the carrier, unless installation is included, in which case risk passes upon completion of installation and acceptance by Buyer, or after any agreed trial operation.

iv. If shipment or installation is delayed at Buyer’s request or due to circumstances attributable to Buyer, risk shall transfer on the date Seller notifies Buyer that the Goods are ready for shipment or installation.

If Seller’s ability to perform is affected by events outside its reasonable control, including but not limited to natural disasters, acts of government, labor disputes and/or strikes, shortages of materials or energy, interruptions in transportation, epidemics, or other circumstances that were unforeseeable or unavoidable (“Acts of God or Force Majeure”), Seller shall not be liable for any resulting damages or penalties. Delivery schedules will be adjusted as necessary, and any fixed pricing may be revised if the cost of performance is materially affected by an Act of God or Force Majeure event.

i) Upon issuance of an invoice, Seller offers two (2) separate warranty options for all Goods sold, as follows:

a. 12-Month Warranty. This warranty applies to:

1. RFID devices and Linear displacement transducers (EZ-Track).

2. Slip Rings and Draw wire assemblies.

No registration is required to activate the 12-month warranty.

b. 18-Month Warranty. This warranty applies to:

1. Q-Track Inductive Sensors.

2. Flow, Temperature, Ultrasonic and Pressure sensors.

3. Encoders.

4. Inductive and capacitive proximity sensors.

5. Inductive, magnetically operated inductive and capacitive proximity sensors.

3. Cables and other non-sensing products sold by Seller that are not covered by the 12-month or 18-month warranties are excluded from warranty coverage. This exclusion includes, but is not limited to, items such as multi-safe systems, multi-module units, multi-cart assemblies, associated amplifiers, relays, and timers.

No registration is required to activate the 18-month warranty.

ii) Seller guarantees to Buyer that, for the applicable warranty period for each category of Goods, the Goods will (a) meet the written specifications agreed between the parties and (b) be free from significant defects in workmanship and materials under normal use and service. By accepting delivery, Buyer irrevocably agrees to hold Seller harmless and indemnify it from any and all claims, damages, losses, or liabilities—whether direct or indirect—including those involving personal injury, property damage, or commercial loss, resulting from any act or omission attributable to Buyer or any third party acting on Buyer's behalf.

iii) The warranties are subject to the following conditions:

a. Warranty protection is strictly limited to the electronic and mechanical performance, expressly described in Seller’s written specifications for the Goods. Cosmetic issues are not covered.

b. The warranty does not apply to cables attached to or integrated with the Goods. However, cables sold separately by Seller are covered by an 18-month warranty. The warranty does not cover defects resulting from improper installation, unauthorized repairs or modifications, use with non-Turck components, or failure to follow Seller’s written instructions.

c. The warranty is void for Goods stored or operated under harsh environmental or electrical conditions outside those specified in Seller’s written documentation.

d. To start a warranty claim, Buyer must, if requested by Seller, send the defective Goods to Seller’s facility in Arteaga, Coahuila, with shipping or freight prepaid. Seller’s team will evaluate the

Goods and, if considered necessary, forwarded them to either the United States or Germany, depending on the supplier.

e. Seller’s sole responsibility, and Buyer’s exclusive remedy, for breach of the above warranty will be, at Seller’s sole discretion, to repair the defective Goods, provide replacement Goods that conform the Contract, or refund the actual purchase price paid for the defective Goods. Buyer must return any Goods claimed to be defective to Seller, freight-prepaid upon Seller’s request.

f. Except for the express warranties stated above, Seller provides no other warranties, whether statutory, express, or implied, and specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent allowed by applicable law.

Unless otherwise agreed in a written document signed by Seller, no warranties are provided for any services rendered by Seller to Buyer. All such services are provided “as is,” and Seller expressly disclaims all express or implied warranties relating to those services, including, but not limited to, warranties of merchantability and fitness for a particular purpose.

i. Seller shall not be liable, whether in contract, tort, or otherwise, for any indirect, incidental, special, punitive, or consequential damages—including lost profits, loss of production, or business interruption—arising out of or related to the Order or the Goods and Services provided hereunder, even if Seller has been advised of the possibility of such damages.

ii. Seller does not accept, and shall not be subject to, any penalty or liquidated damages clauses—whether written or implied—nor any liability arising from such provisions. Without limiting the foregoing, Seller shall not be liable for any loss of data, reputational harm, or penalties imposed by third parties, whether direct or indirect

iii. In cases where Buyer distributes or intends to distribute Seller’s Goods to a third party, Buyer must ensure that the third party agrees to be bound by the warranty limitations and liability exclusions outlined in Seller’s General Terms and Conditions.

Should Buyer fail to secure such agreement for Seller’s benefit, Buyer shall be fully responsible for indemnifying and holding Seller harmless against any claims made by the third party that exceed the limitations and exclusions specified in the aforementioned General Terms and Conditions of Warranties and Limitation of Liability.

While Seller takes great care in designing and manufacturing reliable and dependable Goods, it is acknowledged that product failure may still occur over time. Therefore, Buyer is responsible for incorporating appropriate safeguards into their equipment to prevent personal injury or property damage in the event of such failure.

As a matter of policy, Seller does not recommend relying solely on electronic controls for personnel protection in applications involving power-driven presses, brakes, shears, or similar machinery. Instead, Seller advises Buyer to implement redundancy or dual control systems using approved safety devices. Seller disclaims any liability for losses, damages, expenses, or injuries resulting from Buyer’s failure to incorporate such redundant or dual safety measures.

Payment obligations by Buyer must be fulfilled within the timeframe established in the corresponding distribution agreement. All payments shall be made via wire transfer, electronic transfer, or check, and in either U.S. dollars or Mexican pesos, as specified in the agreement—unless otherwise authorized in writing by Seller.

Late payments will incur interest at the lower of one percent (1%) per month or the maximum rate allowed by applicable law. In case of non-payment, Seller reserves the right to suspend the delivery of Goods or the provision of Services until all outstanding amounts are settled.

Prices quoted by Seller for Goods and Services do not include any federal, state, or local taxes—such as sales, use, excise, goods and services, or other similar charges. These taxes shall be the responsibility of Buyer, unless Buyer provides valid documentation, acceptable to Seller, confirming exemption from such taxes.

If Seller is legally obligated to collect any of these taxes, they will be added to the total price of the Goods and/or Services accordingly.

This contract and everything related to the sale and purchase of the Good will be governed by the laws of Mexico, specifically the Commercial Code, excluding its conflict of law provisions. If a dispute arises under this Agreement, the party raising the issue must notify the other in writing. Upon receiving such notice, both parties shall arrange a meeting at a mutually agreed location to attempt a resolution in good faith. Any disputes that cannot be resolved amicably within thirty (30) days after written notice of such dispute shall be finally and exclusively settled by arbitration.

The seat of arbitration shall be Mexico City, Mexico, in accordance with the rules of arbitration of the Centro de Arbitraje de México (“CAM”) in effect at the time the arbitration is initiated, which are deemed to be incorporated by reference into this clause. The arbitration proceedings shall be conducted in the Spanish language, unless the parties agree otherwise in writing. The arbitration shall be governed by the applicable laws of Mexico, specifically the Commercial Code.

The award rendered by the arbitral tribunal shall be final and binding upon the parties, and judgment on the award may be entered and enforced in any court of competent jurisdiction. The parties expressly waive any right to appeal or challenge the arbitral award, to the extent permitted by applicable law.

These terms and conditions are executed in both English and Spanish. In the event of any conflict or inconsistency between the English and Spanish versions, the Spanish version shall prevail, provided however, if a document is available only in English, then the English version shall prevail.

In lieu of a handwritten or electronic signature, Buyer’s express acceptance of these Terms and Conditions by clicking the ‘I Agree’ (or equivalent) button during the registration or ordering process shall constitute valid and binding consent to these terms. The parties acknowledge and agree that such electronic acceptance shall have the same legal force and effect as a handwritten signature for all purposes, including applicable provisions under the Federal Civil Code (Código Civil Federal), the Commerce Code (Código de Comercio), and the Advanced Electronic Signature Law (Ley de Firma Electrónica Avanzada) of Mexico. Buyer expressly waives any defense to the enforceability of these terms based on the absence of a handwritten or digital signature, and agrees that the act of clicking to accept constitutes express consent to be legally bound by these terms. The provisions of these Terms and Conditions which by their nature should survive termination or expiration (including, but not limited to, those relating to confidentiality, intellectual property, indemnification, and payment obligations) shall so survive.

Seller processes personal data of its business partners within the framework of applicable law. Further information regarding the handling of personal data is available at the following link: TURCK Privacy Statement. The terms of the TURCK Privacy Policy are hereby expressly acknowledged, accepted by and become binding to Buyer.

Buyer may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Seller. Any attempted assignment in violation of this provision shall be null and void.

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