Trade and Export Policy and Procedure

The Distributor acknowledges that all technical information, manufacturing and production data, software and codes, documentation, materials and products supplied or to be supplied by Geith and finished goods (collectively “Goods”), are subject to import/export laws, rules and regulations of the United States, the European Union and other countries (the “Regulations”), including but not limited to the provisions of the U.S. Export Administration Regulations (“EAR”), the Foreign Assets Control Regulations of the U.S. Department of Treasury (“OFAC”) and other applicable regulations. Such as EU dual use regulation (council regulation 388/2012), EU sanction regulations and EU member state legislation.

The Distributor agrees to comply with all applicable Regulations, and shall not resell, export, re-export, distribute, transfer or dispose of the Goods, directly or indirectly, without first obtaining all necessary written consents, permits and authorisations and completing such formalities as may be required by any such Regulations. In no event shall Geith be bound by any terms and conditions of the Distributor that contradict or contravene such Regulations. Without limiting the generality of the foregoing, the Distributor agrees that it shall not, and any or its sub-dealers shall not, resell, export, re-export, distribute, transfer or dispose of, directly or indirectly, any Goods to (i) any country to which the United States has at the time of the transfer embargoed or restricted the export or reexport of such Goods (currently including but not limited to North Korea, Cuba, Iran, Lybia, Myamar, Sudan and Syria); (ii) any person, company, entity, organisation or firm that has been prohibited from participating in US export/re-export transactions by any federal agency of the United States including but not limited to persons identified on the U.S. Table of Denial Orders: the Entity List set forth in Part 744 of the EAR, and OFAC’s List of Specially Designated Nationals and Blocked Persons, as updated from time to time and published at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm; and (iii) any other countries/persons to which exports/reexports of the Goods would be prohibited or restricted under other applicable Regulations, including but not limited to those of the European Union.

Distributor is responsible for keeping itself fully informed of any changes to the applicable Regulations. Geith shall have no responsibility to, or liability for, not notifying the Distributor of any such changes.

The obligation of Geith to supply Goods under this Agreement is subject to the ability of Geith to supply such items consistent with applicable Regulations of the US and other governments and where necessary, to successfully obtain the necessary licenses from relevant authorities. Geith reserves the right to refuse to enter into or perform any order, and to cancel any order, placed under this Agreement if Geith in its sole discretion determines that the entry into such order or the performance of the transaction to which such order relates would violate any such applicable Regulation. Any such refusal or cancellation by Company will not constitute a breach of obligation by Company under this Agreement, and Distributor waives any and all claim against Company for any loss, cost or expense, including consequential damages, that Distributor may incur by virtue of such refusal or cancellation.

Where Geith is required to obtain any licence, permit, approval or authorisation for the export, re-export or brokering of the Goods under the Regulations pursuant to any orders placed by Distributor, Geith shall, so far as it is lawful for it to do so, disclose the fact and nature of any such licence, permit, approval or authorisation to the Distributor. The Distributor shall not engage in any actions which would, if done by Geith, constitute a breach of the terms thereof.

Where the Distributor is required to obtain any licence, permit, approval or authorisation to export or re-export the Goods, the Distributor shall be solely responsible for obtaining the same in accordance with the Regulations.

The Distributor agrees to maintain records of transactions involving Geith Goods for five years from the date of the transaction. The Distributor agrees to make such records available to Geith for audit, review, inspection and/or copying at Geith’s request.

Failure by Distributor to comply with this document shall constitute a material breach of their Agreement. Distributor shall not do anything which would cause Geith to be in breach of applicable Regulations, and shall protect, indemnify, and hold harmless Geith from any claim, damages, liability, costs, fees and expenses incurred by Geith as a result of the failure or omission of the Distributor to comply with such Regulations or this document