PART II: SOLE SOURCE JUSTIFICATIONOnly justifications submitted on this form and in the below format will be reviewed for approval. All of the below listed points MUST be fully answered on

. Failure to submit justification as outlined in the format below willthe form being returned without review.

PART III: SOLE SOURCE CERTIFICATIONS

Signature Printed Name and Title (PI/Researcher/Director/Chair) Date

Signature Printed Name and Title (President/Vice President/Dean) Date

PART I: DEPARTMENT AND INFORMATIONON

Physics (808) 358-1826$76,291.27

Andor USAdmin@andor.comSara Wilson Sales Representative

Andor Spectrograph and Camera(860) 290-9211 (860) 290-9566300 Baker Ave. Suite 150 ConcordMA 01742

Digitally signed by Christopher Bennett Date: 2022.01.10 09:47:32 -05'00'

Christopher Bennett 01/10/22

Tomova,Maggy

Digitally signed by Tomova, Maggy Date: 2022.01.13 19:33:40 -05'00'

Maggy Tomova 01/10/22

01/10/22See email approval attached

See email approval attached

See email approval attached

See email approval attached

3/24/22 9:30 am 3/29/22 2219 Trinh Nguyen

Revised

The product is a spectrograph and camera which enables us to perform spectroscopy (splitting of light by agrating, similar to how a prism works). What is specific here is that we are using the camera to performultrafast spectroscopy whereby it is required to operate with a very fast shutter (here, 2 nanoseconds). Thisenables us to perform temporal studies within the picosecond domain as well as to be able to both captureand separate the Raman signal from a competing fluorescence process (this is hard to explain in laymanterms, but the idea is explained in detail by a commercial vendor that sells time-gated Raman instrumentshere https://www.timegate.com/timegated_technology?hsLang=en). This requires the 2-nanosecond gatetime, or lower. The system proposed is the best solution for this project, both from an economic as well as apractical aspect in regards to meeting potential challenges that may be encountered.

The two main requirements are that the camera and spectrograph are capable of providing high-qualityspectra that are obtained using an ultrafast gate (here, a 2-nanosecond gate is selected). There are a fewother high-speed cameras available, but the majority of them are not designed for spectroscopy and notcommonly used for Raman spectroscopy. Andor is a reputable company providing the lions share of themarket for high-end commercial camera and spectrographic systems, and they tare the only one that isfinancially feasible and of sufficient quality for this project.

There is only one other reputable company in the field that produces comparable state-of-the-fieldspectroscopy solutions that could even potentially be considered for this project - Teledyne (Princeton), andtheir most directly comparable product is the Isoplane 320 spectrograph and PI-MAX4 ICCD (1024x256)camera. These systems have quite similar specifications, and in some areas the Teledyne system doesoutperform that of the Andor system, however, it is less idealized for our needs and also comes with a muchhigher price tag. I received a quote from Teleydyne for this - most comparable system - and it was $140,520(almost twice the cost of the system I am hoping to purchase). Due to budget constraints, this other camera isnot even an option. However, both the spectrograph and the camera system from Andor (Kymera 328i andiStar 320 ICCD, respectively) offer significant advantages over the Teledyne (IsoPlane 320 and PI-MAX 4ICCD 1024x256, respectively). Since question 3 is reasonably similar, I will detail the specific details as to whythe Andor systems are overall preferable to the Teledyne system, in spite of the price difference.

I will note that other companies do offer ICCD cameras (e.g., Stanford optics, several companies thatmanufacture streak cameras, e.g., by Hamamatsu) that may appear to meet some of the demands, however,they are often not designed for spectroscopy, let alone ultrafast spectroscopy whereby the required gating,jitter, dynamic range, and noise levels would be unacceptable for this project.

Revised

I have been working with these companies for several years, and the price offered from Andor is veryreasonable for the equipment (although please note this price does reflect a 20% discount, I was able to obtainfrom them). The cost is apprixmately half the cost of the alternative system from Teledyne (Princeton). Theprice is certainly reasonable, in fact, it is a very good price.

*** Please note that the window for obtaining the current price offered from Andor will close by the end of March2022 when they increase their prices to reflect inflation - this will likely increase the price beyond what can besupported by the proposal budget and put the entire project in jeopardy ***

The field of ultrafast spectroscopy is a demanding field and in reality, there are really only two companies thathave sufficient reputation in the field to really consider purchasing such an instrument; Andor and Teledyne.Next, I will briefly outline why the Andor spectrograph and camera offer the best solution for this project overthe competing Teledyne systems. One must bear in mind that the project is specifically trying to detect alow-light phenomenon, and ideally the system needs to be able to operate to detect both high and low levels ofsignal simultaneously. We do not require very high spectral resolution as we are measuring condensed ices(solids have broader spectral features), but we do have high requirements for sensitivity, dynamic range, pixelwell-depth, and signal to noise.

Considering first the Andor Kymera 328i spectrograph vs. the Teledyne IsoPlane 320, this is the componentthat splits the light from our experiment into its component colors onto the detection camera. While theIsoPlane offers superior antistigmatic correction compared to the Kymera systerm, as noted resolution is not abig factor in our decision, and we only intend to utilize low density groove gratings (150 - 1200 lines/mm) wherethis is less of a problem. The native spectral resolution of the Kymera system is about 50% lower than that ofthe IsoPlane system, however, the Kymera system does offer a TruRes spectral enhancement which increasesits resolution by 30% making these systems directly comparable. However, the Kymera system has severalfeatures that are superior for our project. First, the aperture of the Kymera is F/4.1 vs. F/4.6 for the IsoPlanessytem, whereby the latter opted to increase spectral resolution at the expense of letting less light into thesystem. Since our application is aimed at detecting low levels of signal, we need the greater light collection of

-------------------- continued on extra page ----------------

-------------------- continued on from Sole Source Justification Q3 ----------------

the Kymera system. In addition, the Kymera system uniquely offers adaptive focus where the mirror positions are optimized in real-time to increase the signal, which will again help us with the low-light levels we are anticipating since we will not have to continually adjust optical components manually. Not only will this save time but could be absolutely necessary to detect the signal we are hoping to detect, since this is not an easy project – we are attempting to observe this phenomenon for the first time, so we need every advantage we can take. The Kymera spectrograph also incorporates several other practical advantages. It offers secondary entrance and exit ports that can be switched easily – in our case this would permit us to perform both benchtop measurements as well as collecting signal from our vacuum chamber set-up, rather than having to move and reconstruct the system which again will save us considerable time and effort, as well as the option for installing a separate camera in the future. The Kymera spectrograph also offers 4 gratings to be installed over the 3 gratings on the IsoPlane (although this is of little additional benefit, since we only really need 3, but the option for an additional one to be installed is helpful). Overall summary being that the Kymera spectrograph is better for low-light low signal applications such as ours and offers increased versatility for applications.

Next, we will discuss the Andor iStar 320 ICCD camera vs. the Teledyne PI-MAX4 (1024x256) camera system. In most areas, the two cameras are very closely matched – this includes many of the fundamental requirements previously mentioned. However, the Andor camera has a larger pixel well depth (500,000 electrons vs. 450,000 for the Teledyne camera) which will help us be able to monitor both minor and major components within our ices without saturating the image, which is necessary in these experiments. The Andor system is cooled to -40 °C versus -25 °C for the Teledyne system - this minimizes dark current down to 0.1 e-/pixel/sec (versus 4 e-/pixel/sec) will also offer superior capabilities to discriminate weaker signals from noise. Furthermore, the read noise of the Andor system is approximately half of that of the Teledyne system (e.g., read noise at 500 kHz is <9 e- for the Andor system, but 15 e- for the Teledyne system. Thus, the overall spectra will be of superior signal-to-noise with the system from Andor compared to that from the Teledyne system. The ability to detect weaker signals will enhance the success of this project.

From: Gerald HectorTo: Joel LevensonCc: Brian Sargent; Trinh NguyenSubject: Re: Sole source for Dr. Bennett - Andor Sole SourceDate: Wednesday, March 23, 2022 10:45:03 PM

Joel:

I approve of this sole source award based on the materials and explanations provided.

Regards,

Gerald.

From: Joel Levenson <Joel.Levenson@ucf.edu>Sent: Wednesday, March 23, 2022 6:06 AMTo: Gerald Hector <Gerald.Hector@ucf.edu>Cc: Brian Sargent <Brian.Sargent@ucf.edu>; Trinh Nguyen <Trinh.Nguyen@ucf.edu>Subject: FW: Sole source for Dr. Bennett - Andor Sole Source Gerald, I approve of this sole source as well. The PI is purchasing this highly specialized camera as part oftheir research project. Research into other cameras that come close to the specifications indicatedless reputable companies and higher pricing. Please review and reply all of you approve of this as well or let us know if you have additionalquestions. Thank you,

From: Brian Sargent <Brian.Sargent@ucf.edu> Sent: Tuesday, March 22, 2022 5:16 PMTo: Joel Levenson <Joel.Levenson@ucf.edu>Cc: Trinh Nguyen <Trinh.Nguyen@ucf.edu>Subject: FW: Sole source for Dr. Bennett - Andor Sole Source Hi Joel, I support this sole source purchase for a spectrometer with camera. Other companies wereresearched but their product did not offer the specs that are required for the PI’s research. Please approve/disapprove.

Regards, Brian

From: Trinh Nguyen <Trinh.Nguyen@ucf.edu> Sent: Tuesday, March 22, 2022 12:42 PMTo: Brian Sargent <Brian.Sargent@ucf.edu>Cc: Jessica Brooks <Jessica.Brooks@ucf.edu>; Leida Vera Nater <Leida.VeraNater@ucf.edu>Subject: FW: Sole source for Dr. Bennett - Andor Sole Source Hi Brian, Please review the below SS write up for the Andor. We did get the SS letter from the supplier, butthe SS only list features that are proprietary to Andor but doesn’t capture the main point on why thisproduct is a SS for the PI’s requirements so he provided a revised SS write-up with additionalinformation which I’m incorporated below. Please let me know if you have any questions. Thanks,Trinh

From: Trinh Nguyen Sent: Wednesday, March 16, 2022 5:13 PMTo: Brian Sargent <Brian.Sargent@ucf.edu>Subject: FW: Sole source for Dr. Bennett - Andor Sole Source Hi Brian, I have reviewed the attached waiver with the additional information provided and can support itwith the following reasons. Can you please also review to see if you agree or not. Vendor: AndorProduct: Andor Spectrograph and CameraTotal Amount: $76,291.27Dept: Physics Requirement: The department wants to procure a spectrograph and camera to performspectroscopy. This equipment is needed for a project that specifically trying to detect a low-light lowsignal phenomenon in ice. Equipment Requirements:

Must perform ultrafast spectroscopy whereby it is required to operate with a very fast

gate/shutter (2 nanoseconds)Detection of low-light low levels signal is required.High requirements for sensitivity, dynamic range, pixel well-depth, and signal to noise.Able to capture and separate the Raman spectroscopy signal from a competing fluorescenceprocess

Research Conducted: The PI noted that although there are a few high-speed cameras in the market,the majority are not designed for spectroscopy and not commonly used for Raman spectroscopysignal. Andor is a reputable company with a large market share for high-end commercial camera andspectrographic systems, and they are the only one that is financially feasible and of sufficient qualityfor the PI’s project. Below are the suppliers that were researched on and why only the Andor systemwill work.

Stanford Optics and Hamamatsu: The systems from these companies are not designed forultrafast spectroscopy so would be unacceptable for this project.

Teledyne (Princeton): This supplier can offer a similar product (Isoplane 320 spectrographand PI-MAX4 ICCD, 1024x256) to the Andor for consideration. However, this system is lessideal for the department needs and is more costly ($140,520). This system offers a very highspectral resolution that is not a big factor for the project. The project is aimed at detectinglow levels of signal so need greater light collection, whereas the Teledyne system has a veryhigh spectral resolution at the expense of letting less light into the system. The pixel for thecamera is not as large as the Andor system that’s needed for their experiments.Andor: The camera system from Andor (Kymera 328i and iStar 320 ICCD) is better for low-light low signal applications that’s required for the project, and it offers increased versatilityfor applications that are described in great detail in the waiver. the Andor camera also has alarger pixel (500,000 electrons vs. 450,000 for the Teledyne camera) which will help theproject to monitor both minor and major components within the ices without saturating theimage, which is necessary in these experiments. Furthermore, the Andor system ability todetect weaker signals is better than the Teledyne system to enhance the success of thisproject.

Price is fair and reasonable: It was noted that the PI have worked with the above companies forseveral years, and the price offered from Andor is very reasonable for this system with a 20%discount obtained. The cost is approximately half the cost of the Teledyne (Princeton). It was also noted that the window for obtaining the current discounted price is good until the end ofMarch when they will increase their pricing due to inflation and the likely increase will be beyondwhat can be supported by the proposal budget and put the entire project in jeopardy. Thanks,Trinh

From: Leida Vera Nater <Leida.VeraNater@ucf.edu> Sent: Thursday, March 10, 2022 1:27 PMTo: Trinh Nguyen <Trinh.Nguyen@ucf.edu>

Subject: RE: Sole source for Dr. Bennett Hi Trinh, Attached is the SS updated and additional word page that includes the specific features from Andorthat Princeton didn’t offer and are needed for the research. Please let me know if this will suffice or if anything else is needed or if you will have to go for BID. Thanks,

Leida VeraAccounting Specialist IIIDepartment of PhysicsUniversity of Central FloridaPhone: (407)823-5207

From: Christopher Bennett <Christopher.Bennett@ucf.edu> Sent: Thursday, March 10, 2022 1:11 PMTo: Leida Vera Nater <Leida.VeraNater@ucf.edu>Cc: Jessica Brooks <Jessica.Brooks@ucf.edu>Subject: Re: Teledyne Princeton Instruments Quote: 18562_V1 PIMax4 256F HBf PSec IsoplaneSilvered gratings and mirrors Hi Leida, I have gone through the specifications for both the spectrometer and the camera andhighlighted the differences in text. I added a second page of text as explanation (it is currentlyas a separate word document but I could save and attach as pdf if needed? Do you think this is okay? All the best, Dr. Chris J. BennettAssistant ProfessorDepartment of Physics / Planetary ScienceUniversity of Central FloridaTel: (808) 358-1826E-mail: christopher.bennett@ucf.edu

From: Leida Vera Nater <Leida.VeraNater@ucf.edu>Sent: Wednesday, March 9, 2022 2:56 PMTo: Christopher Bennett <Christopher.Bennett@ucf.edu>

Cc: Jessica Brooks <Jessica.Brooks@ucf.edu>Subject: RE: Teledyne Princeton Instruments Quote: 18562_V1 PIMax4 256F HBf PSec IsoplaneSilvered gratings and mirrors Hi Dr. Bennett, Can you pass by my office or let me know when will be a good time to call you to talk about theinformation needed to make sure that the sole source is good and been able to move on with thePO. Thanks,

Leida VeraAccounting Specialist IIIDepartment of PhysicsUniversity of Central FloridaPhone: (407)823-5207

From: Christopher Bennett <Christopher.Bennett@ucf.edu> Sent: Tuesday, March 8, 2022 3:23 PMTo: Jessica Brooks <Jessica.Brooks@ucf.edu>; Leida Vera Nater <Leida.VeraNater@ucf.edu>; SierraCliburn <Sierra.Cliburn@ucf.edu>Subject: Fw: Teledyne Princeton Instruments Quote: 18562_V1 PIMax4 256F HBf PSec IsoplaneSilvered gratings and mirrors Hi, Regarding the purchase request to Andor, which we are putting through as a sole source,here is the competing quote from Teledyne instruments - the only other company that I wouldconsider purchasing the spectrometer and camera from - and as you can see, the cost isapproximately double. I think that this purchase has currently stalled, but the prices will go up in April beyond whatwe can afford in the proposed budget. Could you please let me know what should I do to helpmove this along please? All the best, Dr. Chris J. BennettAssistant ProfessorDepartment of Physics / Planetary ScienceUniversity of Central FloridaTel: (808) 358-1826E-mail: christopher.bennett@ucf.edu

From: Wong, Diane <Diane.Wong@Teledyne.com>

Sent: Tuesday, March 8, 2022 1:00 PMTo: Christopher Bennett <Christopher.Bennett@ucf.edu>Subject: Teledyne Princeton Instruments Quote: 18562_V1 PIMax4 256F HBf PSec Isoplane Silveredgratings and mirrors Hi Chris,Please see attached quote for the PIMax4 256F with the Isoplane 320 with silvered mirrors andgratings. I am not sure if you needed the silvered mirrors inside of the Isoplane 320, but I did giveyou the silvered grating for higher efficacy in the visible region. I am free to chat this afternoon after you have had a chance to look at the quote. Just let me know aconvenient time and I will give you a call. Thanks!Diane Diane Wong, Ph.D.Sales Engineer: Mid-Atlantic and SoutheastTeledyne Princeton InstrumentsDiane.Wong@teledyne.com+1(609)433-5161 Teledyne Confidential; Commercially Sensitive Business Data

From: Wong, Diane Sent: Tuesday, March 8, 2022 11:05 AMTo: Christopher Bennett (christopher.bennett@ucf.edu) <christopher.bennett@ucf.edu>Subject: Diane Wong Contact at Teledyne Princeton Instruments Hi Chris,Sorry for my delayed response on your web submission! I believe you told me back in May that youwere borrowing a PIMax4 and Isoplane 320 system from your colleague. I hope this request for aquote means that it worked out well for you! Thanks for being so specific on your request. A coupleof questions. From your comment about the ultrafast gating, I assume you need picosecond gating? Do you also need the Lightfield software? Please let me know and I will get you a quote. If you wantto talk, I am available this afternoon. All the best,Diane Diane Wong, Ph.D.Sales Engineer: Mid-Atlantic and Southeast

Teledyne Princeton InstrumentsDiane.Wong@teledyne.com+1(609)433-5161 Submitted on: 2022-03-04Name: Christopher BennettOrganization: University of Central FloridaAddress: U.S. & Canada / FLEmail address: christopher.bennett@ucf.edu Phone Number: 8083581826Product(s): IsoPlane, PI-MAXSubscribe: NoComments: I am interested in obtaining a quotation for the PI-MAX4:1024x256 with Hbf Gen III P43phosphor and ultrafast gating options along with the IsoPlane 320 spectrometer with silver coatedgratings (150 l/mm, 300 l/mm and 600 l/mm), I believe these will probably be at a 500 nm blazesince I am interested in using this for ultrafast Raman spectroscopy using a 532 nm laser. Teledyne Confidential; Commercially Sensitive Business Data

Andor Technology Inc.

300 Baker Avenue Suite 150

Concord, MA 01742

USA

Tel: +1 860-290-9211 Fax: +1 860-290-9566

andor.com

Offices in: UK | China | Japan Co. Reg. No. NI22466

University of Central Florida 4000 Central Florida Blvd. Orlando, FL 32816 4 March 2022 RE: Sole Source Justification To Whom it May Concern: This letter affirms that Andor Technology Inc. (an Oxford Instruments company), is the sole source provider of the Kymera 328 spectrograph models with the following features:

- Adaptive Focus technology (Patented) - Protected silver-coated optics for maximum efficiency in the NIR region - Quad-grating turret with eXpressTM RFID - Choice of dual inputs and outputs for maximum flexibility - 328mm focal length - F/4.1 aperture - Plus-and-Play USB interface - Seamless integration with Andor’s iStar Intesified CCD Detector (p/n DH320T-18U-63)

The above summarizes the features and benefits of the Kymera 328 spectrograph that is solely sourced by Andor Technology Inc. Sincerely,

Sara Wilson Technical Sales Representative - Southeast Andor Technology Inc.

300 Baker Ave, Suite 150, Concord, MA 01742, USA, Tel: 1 (860) 290-9211, Fax: 1 (860) 290-9566 www.andor.com

Quotation Ref: O6UJ9A001ON0 v8 Issue Date: Mar 04, 2022 Valid Until: Mar 31, 2022

Contact Customer Details Chris Bennett University of Central Florida 4000 Central Florida Blvd. Orlando, FL 32816 United States (808) 358-1826 Email : Christopher.Bennett@ucf.edu

Andor Contact Details Technical Inquiries: Order Inquiries: Sara Wilson USAdmin@andor.com s.wilson@andor.com Tel: (860) 290-9211 (984) 289-6782 Fax: (860) 290-9566

# Product Description List Price Qty Discount Net Price

1 DH320T-18U-63 Scientific camera, USB iStar ICCD, 1024x256 pixels CCD, 26x26 µm pixel size, 15.8 fps, 332 sps FVB, 1:1 fibre-optic coupled image intensifier, Ø18mm Gen 3 HVS photocathode, 47.5% peak QE typ., P43 phosphor, 2ns gate width, 500 kHz photocathode repetition rate, Intelligate, integrated 3x output ultra-low jitter digital delay generator, cooling to -40°C, USB2.0 interface

$ 66,281.00 1 13% $ 57,664.47

2 KYMERA-328I-A-SIL Kymera 328i imaging spectrograph base unit, 328 mm focal length, F/4.1 aperture, single manual input slit, single CCD exit, motorised Quad grating turret with RFID, adaptive focus, protected silver coated optics, USB2.0 interface, includes grating turret (gratings and detector flanges NOT included)

$ 14,111.00 1 20% $ 11,288.80

3 SR-GRT-0300-0500SIL Kymera ruled grating, 300 l/mm, 500 nm blaze, protected silver coating, type -270R, master 1294

$ 1,664.00 1 20% $ 1,331.20

4 SR-GRT-0600-0500SIL Kymera ruled grating, 600 l/mm, 500 nm blaze, protected silver coating, type -260R, master 1670

$ 1,664.00 1 20% $ 1,331.20

5 SR-GRT-1200-0500SIL Kymera ruled grating, 1200 l/mm, 500 nm blaze, protected silver coating, type -280R, master 1597

$ 1,664.00 1 20% $ 1,331.20

6 SR-SHT-9006 Kymera entrance shutter, Ø25 mm aperture, 10 Hz maximum rate (sustained), 40 Hz maximum (burst), side input

$ 1,595.00 1 20% $ 1,276.00

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

7 SR-ASZ-0035 Kymera 193i/328i and Shamrock 500i/750 motorised slit assembly, 10 µm to 2.5 mm operation, side input port

$ 1,281.00 1 20% $ 1,024.80

8 MFL-SR-ISTAR-DIRECT

Kymera mounting flange for iStar, direct output port $ 617.00 1 20% $ 493.60

SHIPPING: TOTAL:

$ 550.00 $ 76,291.27

All prices in USD, excluding Sales Tax Notes:

Terms and Conditions PLEASE NOTE: Due to the current coronavirus pandemic (“Covid-19”), all stated delivery and / or performance dates or times are estimates

only. Accordingly, the Company shall have no liability for any delay in delivering goods and/or services which arise directly or indirectly from the coronavirus pandemic.

This Quotation is made upon and subject to (i) any terms and conditions specified herein, (ii) the attached Andor Technology Inc. Terms and Conditions of Quotation and Sale

for Goods and Services and (iii) if applicable, the terms of the relevant Service Plan attached herewith; all of which shall govern any contract entered into between Andor Technology Inc. and a purchaser to the exclusion of any other terms and conditions subject to which any order may be made or purported to be made by a purchaser.

• Pricing Expiration: Pricing is valid for 30 days from date of issue. All pricing is strictly confidential.

• Controlled Products: Please note that products with EMCCD and ICCD cameras are classified as Dual-Use products and subject to export controls. All orders are conditional on obtaining the required export licence. Andor will not be liable in any circumstances if an export licence is refused, revoked, delayed, cancelled or withdrawn. If you export these goods you will need to check the export licence requirements for the destination.

ANDOR TECHNOLOGY, INC. - TERMS AND CONDITIONS OF QUOTATION AND SALE FOR GOODS

AND SERVICES

1. INTERPRETATION

1.1 In these terms (“Terms”):

“Applicable Warranty Period” means:

(a) in relation to any Goods, the warranty period applicable to those Goods, subject to clauses 7.3 and 7.4 being either:

(i) the Standard Warranty Period except as follows:

A. iStar and Apogee range: Alta, Ascent, Aspen models – twenty four (24) months from date of shipment;

B. Microscopy Systems – twelve (12) months from date of installation for Goods installed by the Company and twelve (12) months from the sooner of installation or thirty (30) days after delivery for Goods that are installed by the Purchaser or a third party;

C. Vacuum integrity on all cameras with an UltraVac™ permanent hermatic vacuum head – five (5) years from the date of shipment except (i) iXon Life and iXon Ultra camera models which is seven (7) years from the date of shipment; and (ii) ex-demonstrator units which is one (1) year, or the remainder of the standard vacuum period effective from the date of first manufacture, whichever is greater. For the avoidance of doubt, components protected by the vacuum but damaged or defective due to other causes covered by clause 7 are subject to the Standard Warranty Period; and

D. Sealed sensor enclosure integrity for backfilled cameras – twelve (12) months from date of shipment, except (i) Alta, Ascent, Aspen and Zyla models which is three (3) years from date of shipment and (ii) ex-demonstrator units which is the remainder of the standard sealed enclosure integrity period from date of first manufacture; or

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2.3 The Company may alter the specification of any Goods or substitute the Goods with a suitable alternative if this does not materially affect their performance or utility.

2.4 The Company may vary the design, materials or method of construction of the Goods or substitute the Goods with a suitable alternative as it reasonably considers appropriate in order to improve performance, design or construction; to respond to availability of various materials or components; or to comply with any safety or regulatory requirements. No such variation or substitution shall materially alter the size or proportions or materially worsen the performance of the Goods. The Company shall promptly notify the Purchaser of any such variations or substitutions and if reasonably practicable shall consult with it upon any variations or substitutions which are not immaterial.

2.5 If any variation or substitution in the Supplies or the Contract is agreed or is required for compliance with any applicable law, regulation or safety recommendation the Purchaser shall pay such additional amount as is fair and reasonable and the Company shall have reasonable additional time to perform the Contract.

2.6 The Purchaser may request Non-Standard Specifications in relation to the Goods. The Company shall consider such Non-Standard Specifications and if it considers them feasible and reasonably compatible with the scope of the Contract, clause 2.7 shall apply. Any Non-Standard Specification and any consequential change in the Price must be agreed in writing within four (4) weeks from the date of issue of the SOA (or longer period agreed by the Company) failing which the Standard Specification shall apply.

2.7 If the Purchaser requests a Non-Standard Specification which the Company considers so feasible and compatible the Company shall respond to the Purchaser upon the request including with the implications upon the Price, estimated delivery date and other implications; the parties shall then seek in good faith to agree the Non-Standard Specification and the terms upon which it will be applied. If the same are agreed the Contract shall be modified accordingly but if they are not agreed within the four (4) week (or longer) period referred to in clause 2.6 the request shall be of no effect and the Standard Specification shall apply.

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

3. PRICES AND PAYMENT

3.1 Subject to any SOA, the Price shall exclude sales tax and any other applicable taxes and duties, packaging, carriage, insurance, documentation and installation charges. Unless costed for in any SOA, the Company may make reasonable additional charges for complying with any special requirements of the Purchaser. Payment, subject to any SOA, shall be made in US Dollars, clear of any banking transaction charges and without deduction, set off or counterclaim. The Company’s payment terms are as follows:

3.1.1 Subject to any terms set out on the SOA, the Company shall be entitled to invoice the Purchaser for the Price of the Goods on or at any time after delivery of the Goods. Should the Purchaser wrongfully fail to take delivery of the Goods, the Company shall be entitled to invoice the Purchaser for the Price at any time after the Company has tendered delivery of the Goods (or as the case may be) after the Company has notified the Purchaser that the Goods are ready for delivery.

3.1.2 Subject to any terms set out on the SOA, the

Purchaser shall pay the Price of the Goods (less any discount

to which the Purchaser is entitled, but without any other

deduction) within thirty (30) days of the date of the Company’s

invoice. Receipts for payment will be issued only upon

request.

3.1.3 Where any payment is to be made against an

irrevocable letter of credit opened prior to the date of shipment

of Goods from the Company’s premises, the terms of such

letter of credit must be acceptable to the Company and

confirmed by a prime bank in the US (as may be acceptable to

the Company). The letter of credit shall be opened within two

(2) weeks of the issuance of the SOA and the validity period

shall be not less than ninety (90) days from the latest

shipment date in such letter of credit.

3.2 The Price for Services shall be paid 100% in advance within thirty (30) days from the date of invoice unless determined otherwise in the Company’s relevant quotation or any SOA and/or Service Plan Information Sheet. Where the Services comprise a Service Plan, the Price for such Services shall be paid annually in advance and may be increased by the Company by not less than ninety (90) days’ notice prior to the anniversary of the expiry of the Initial Period or any Extended Period where such increase is greater than five percent (5%).

3.3 The Purchaser shall not delay payment for any reason. Time of payment is of the essence of every Contract. Without limiting the Company's remedies if payment is overdue, the Company may suspend performance or refuse to perform its obligations in the Contract until the Company has received the invoiced payment from the Purchaser. If the Purchaser delays payment for more than sixty (60) days from the date of the invoice, the Purchaser shall pay the Company interest on the amount overdue at the rate of one and a half percent (1.5%) per month, (or such lesser amount as is the maximum rate permissible by law) and the Purchaser shall indemnify the Company against any legal fees and other costs of collection.

3.4 Any payment which would fall due later than it would have done but for delay caused by the Purchaser shall be deemed to fall due when, but for the Purchaser's delay, it might reasonably be expected to have fallen due.

4. RISK AND PROPERTY

4.1 Until payment has been made of the whole of the Price and other monies payable by the Purchaser under the Contract and of all other monies owing by the Purchaser to the Company at the time the payment for the Goods falls due:

(a) property in any Goods shall remain the Company's; the Purchaser shall hold such Goods as the Company's fiduciary agent and bailee, stored separately from those belonging to any other person and labelled so as to show clearly that they are the property of the Company and shall ensure that they are properly protected, treated and insured, and shall not dispose of the Goods;

(b) the Company may recover and/or resell the Goods, require their return to the Company and enter upon the Purchaser's or any carrier's premises by its servants or agents for that purpose and the Purchaser grants the Company an irrevocable licence to this effect which shall survive termination of the Contract;

(c) the Company shall have a right of lien over any goods or materials belonging to the Purchaser which are in the Company's possession or control; and

(d) the Purchaser shall not pledge or charge by way of security for any indebtedness any of the Goods which remain the Company's property

but if it does all monies owing by the Purchaser to the Company shall forthwith become due and payable.

4.2 Risk of damage to or loss of the Goods shall pass to the Purchaser at the earlier of the time when the Company notifies the Purchaser that the Goods are available for collection or upon the Company first despatching the Goods from its premises unless any SOA specifies otherwise.

5. DELIVERY AND RESCHEDULE

5.1 Save as otherwise agreed in writing by the Company, delivery of the Goods shall be made by the Company making the Goods available for collection from its premises and so informing the Purchaser or, if some other place for delivery is stated in any SOA, by the Company or its nominated carrier despatching the Goods from its premises to the stated place. If the Purchaser fails to take delivery or to give adequate delivery instructions, the Company may (without prejudice to its other rights) store or dispose of the Goods, in which case the Purchaser shall pay to the Company upon request the amount of any reasonably storage or disposal charges.

5.2 The Company may deliver Goods in instalments and delay in delivery of any instalment will not entitle the Purchaser to terminate the Contract, nor permit the set off of any payments in respect of one delivery against any claim in respect of any other delivery. Where Goods are delivered by instalments the Company may issue separate invoices.

5.3 The Purchaser shall clear the Goods for import into the country of delivery unless any SOA states otherwise.

5.4 Whilst the Company will seek to meet any stated delivery or performance time, it is approximate, shall not be binding upon the Company and the Company shall not incur liability in relation to late delivery or performance of Supplies. If no time for delivery of Goods is agreed, the Purchaser shall accept the Goods when ready for delivery.

5.5 Should the Purchaser wish to vary a delivery or performance schedule, it shall make a request in writing to the Company. Rescheduling restrictions apply and the Company is not obliged to accept a request for a re-schedule of delivery or performance of Supplies. Should the Company agree in writing to amend a delivery or performance schedule, charges may apply. Such charges shall be applied at the time the re-schedule is agreed.

6. INSPECTION AND ACCEPTANCE

Unless the Company will issue or has issued an acceptance certificate or an installation confirmation form is to be or has been issued pursuant to clause 14, the Purchaser shall inspect and test the Goods and within seven (7) days of their delivery, and in respect of Services, within seven (7) days of the Company tendering their completion, the Purchaser shall give prompt written notice to the Company of any damage or claim. In the absence of such notice, the Goods shall be deemed to comply with the Contract and the Purchaser shall accept them. The Goods are sold as a batch and without prejudice to the Purchaser's right to reject all the Goods the Purchaser may not reject only some of the Goods.

7. WARRANTY

7.1 If within the Applicable Warranty Period any Goods (excluding software) prove defective by reason of faulty design, workmanship or materials or the Company receives notice from the Purchaser that any Services were not performed in accordance with the Service Plan Information Sheet, the Company will adjust, repair or replace the Goods as it sees fit or re-perform any non-compliant Services free of charge, subject to clause 12.4, provided that:

(a) the Purchaser gives written notice of the defect or non-performance of the Services (with reasonable relevant information) to the Company as soon as reasonably practicable and within the Applicable Warranty Period;

(b) the Goods and/or Serviced Goods have been used solely for their proper purpose and in accordance with the operating instructions;

(c) the defect or failure to perform the Services has not been caused by fire, accident, misuse, neglect, incorrect installation by the Purchaser or its customers, agents or servants, unauthorised alteration, repair or maintenance or the use of sub-standard consumables and has not arisen from fair wear and tear;

(d) the defect or failure to perform the Services has not arisen from any design, specification, component or material supplied by or on behalf of the Purchaser;

(e) no part of the Goods and/or Serviced Goods has been replaced with a part not supplied or approved by the Company;

(f) payment in full of all sums due in respect of the Supplies has been made;

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

(g) the Purchaser shall be liable for any costs incurred by the Company in responding to claims caused by operator error or incorrect application or other default of the Purchaser or other third party;

(h) the Purchaser shall accord the Company sufficient access to the Goods and/or Serviced Goods to enable its staff to inspect and adjust, repair, remove or replace the Goods or re-perform the Services;

(i) the costs of all consumables shall be paid by the Purchaser;

(j) the Purchaser shall be liable for all costs incurred by the Company relating to (a) ICCD damage caused by laser burn, bleaching of the photocathode (brought about by excessive numbers of photoelectrons in the Multichannel plate); (b) the sensor and other exposed parts of the High Energy Detection including X-ray cameras where (i) the sensor is openly exposed (typically SO/SX models) and/or (ii) the sensor is used for the direct detection of X-ray photons; or (iii) the sensor is indirectly contactable via a protruding fibre optic plate (typically HF models);

(k) for Borealis upgrades performed by the Company on scanheads not supplied by the Company or not supplied as part of a new revolution XD system, the warranty relates to the upgraded component only; and

(l) the Purchaser immediately stops use of the camera in the event that a vacuum failure is suspected (typically shown by degradation in quantum efficiency or cooling performance) or that backfill integrity failure is suspected (typically shown by formation of condensation on the sensor).

7.2 The Company may repair the Goods in situ or have them returned to its or its vendor’s premises; if the latter, the risk in the Goods shall at all times remain the Purchaser's and they shall be packaged as the Company instructs and despatched at the Purchaser's expense. Costs of carriage on the Goods' return to the Purchaser shall be borne by the Company where the defect is covered by this warranty.

7.3 If the Goods incorporate goods or services provided by a third party (not within the Oxford Instruments group of companies), the obligations of the Company in respect of such goods or services shall not exceed the warranty obligations of such third party to the Company (or a company within the Oxford Instruments group of companies) nor exceed any time limit upon those obligations.

7.4 The Applicable Warranty Period for any Goods replaced or repaired or any corrective services or for any Services re-performed pursuant to the initial warranty shall be the remaining period, if any, of such initial warranty period.

7.5 THIS LIMITED WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT) WITH RESPECT TO THE GOODS OR SERVICES, THE MANUFACTURE, SALE, SUPPLYING OR FAILURE OR DELAY IN SUPPLYING THE GOODS, SERVICES RELATED THERETO OR THE USE, RESULTS OR DISPOSITION OF THE GOODS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES (WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL) WITH RESPECT TO THE RESULTS OBTAINED FROM THE GOODS. THE COMPANY DOES NOT WARRANT THAT THE USE OF THE GOODS SHALL BE UNINTERRUPTED OR ERROR FREE.

8. PROVISION OF SERVICES

8.1 Where the Services comprise the servicing and/or maintenance by the Company of Serviced Goods the following applies:

(a) The Serviced Goods must be fully installed and accepted by the

Purchaser.

(b) The Company may prior to accepting any order from the Purchaser to

provide the Services, carry out at the expense of the Purchaser an

inspection of the Serviced Goods as the Company reasonably requires.

Such inspection shall be charged at the Company’s then current list price for

such inspection;

(c) If the Company reasonably determines that the Serviced Goods are

not in good operating condition prior to start of performance of the Services,

the Company may require the Purchaser to effect such adjustments as it

determines necessary and, if the Company agrees to provide such

adjustments the Purchaser will pay for such work on a time and materials

basis. The Company reserves the right not to commence performance of

the Services until the Services Goods are in good operating condition;

(d) Subject to clause 12.4, the Company may send a replacement part for

the Purchaser to replace a defective part with or, if such replacement

requires technical skills which the Purchaser does not possess, the

Company shall send an Engineer to repair the Serviced Goods in situ or

may have them returned to its or its vendor’s premises; if the latter, the risk

in the Serviced Goods shall at all time remain the Purchaser’s and they shall

be packaged as the Company instructs and despatched at the Company’s

expense. Costs of carriage on the Serviced Goods’ return to the Purchaser

shall be borne by the Company unless otherwise specified in the SOA. The

Purchaser acknowledges that failure by the Purchaser to return any

Serviced Goods to the Company’s or its vendor’s premises at the

Company’s request may result in a delay or alteration to the performance of

the Services and, to the extent permitted by law, the Company shall not be

liable for any losses, damages, claims, costs or expenses incurred by the

Purchaser or any third party arising out of or in connection with such delay or

alteration to the performance of the Services;

(e) Parts of components of Serviced Goods will be replaced at the

Company’s discretion, if no appropriate alternative fix is available any

replacement parts used by the Company shall be new or of equivalent

performance to new parts, at the Company’s discretion. The Company

reserves the right to use reconditioned parts, if necessary. Replacement

parts shall be the property of the Purchaser and replaced parts shall

become the property of the Company which may invoice the Purchaser for

their replacement value if such parts are not returned to it within ten (10)

days of their replacement; and

(f) If any appointment with an Engineer is cancelled with less than

twenty-four (24) hours’ notice the Company may charge its standard rates

for its time and expenses in respect of such appointment.

8.2 The Company shall provide the Services detailed in the Service Plan Information Sheet or the SOA at the location and rates contained therein. In the event that additional Serviced Goods are agreed to be added to the Contract, a new Contract shall be executed between the Company and the Purchaser to identify the new Serviced Goods, Price and payment terms (if any).

8.3 The Purchaser shall grant full access to its premises and equipment to enable the Company to perform the Services during all normal working hours and upon reasonable notice from the Company at any other time.

8.4 The Purchaser shall ensure that any premises to which the

Company’s employees or agents have access for provision of Supplies fully

comply with health and safety regulations and best practices and the

Purchaser will not expose such persons to unnecessary risk or danger to

personal safety. The Purchaser shall ensure that the Company’s personnel

are made aware of all relevant safety procedures and regulations.

8.5 Without limitation to clause 11, the Purchaser shall ensure that

its employees and agents comply with all reasonable instructions made by

the Company’s employees and agents in the course of provision of Supplies

or to enable the Company to limit any damage to either party, including

without limitation complying with safety procedures.

8.6 The Purchaser shall take all precautions to protect its data and

shall ensure that a regular back-up arrangement is implemented before and

during the provision of the Supplies. The Purchaser shall be responsible for

restoring any lost or corrupted data unless such loss is caused by the

negligence or wilful default of the Company in which case its liability shall be

limited to the reinstatement where possible of all data proven to have been

lost or irremediably corrupted and which would not have been included in

such back-up arrangements required to be maintained by the Purchaser.

8.7 Save with the Company’s prior written consent, the Purchaser

undertakes that it will not, during or for a period of twelve (12) months after

the provision of the Supplies has ceased, directly or indirectly solicit any

employee of the Company or seek to cause him to leave the employment of

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

the Company.

8.8 Without prejudice to clause 8.7, the Purchaser shall pay to the

Company a commission fee of twenty thirty per cent (30%) of that

employee’s then current annual salary including accrued benefits in respect

of any employee of the Company who is employed or engaged by the

Purchaser or any associate of the Purchaser during or within twelve (12)

months after the provision of the Supplies ceased.

8.9 The Purchaser warrants that it does and undertakes that it will

comply with any applicable data protection legislation from time to time in

force.

8.10 The Purchaser shall at the Company’s request provide adequate

security and space at its premises for secure and proper storage of any

equipment belonging to or used by the Company or its employees or

agents.

8.11 The Purchaser shall indemnify the Company against any liability

in relation to claims or awards made against the Company or its agents or

sub-contractors by any person employed or previously employed by the

Purchaser or any contractor to the Purchaser regarding their employment

rights and without limitation any applicable legislation concerning transfers of

undertakings from time to time in force.

8.12 The Purchaser shall reimburse the reasonable expenses of any

employees or representatives of the Company who are required to travel

from the Purchaser’s premises at its request during the provision of the

Supplies.

8.13 The Purchaser shall have no right in or lien over any equipment

provided to it by the Company on loan and shall return any such equipment

to the Company immediately upon request. The Company reserves the

right to enter the premises of the Purchaser to identify and remove any such

equipment.

8.14 The Purchaser shall indemnify the Company against any liability in

relation to:

(a) the Purchaser’s failure to comply with any of its obligations under

this clause 8;

(b) any action of the Company required to be taken or not to be

taken at the request or direction of the Purchaser;

(c) any information or materials provided to the Company by the

Purchaser or any of its employees, associates or representatives

other than for their intended use as communicated to the Purchaser

by the Company;

(d) the negligence or wilful misconduct of the Purchaser.

8.15 The Company warrants that the Services will be performed with

reasonable skill and diligence and the Company shall use reasonable

endeavours to attain any service levels or project specifications contained in

any Service Plan Information Sheet or referred to in any SOA; such service

levels or specifications shall not form part of the Contract and failure to attain

any service level or specifications shall not constitute a breach of contract

by the Company save as specified in such Service Plan Information Sheet

or SOA.

8.16 Unless otherwise agreed in writing, the Company shall have no

obligation to provide Services in respect of Serviced Goods which are

moved to a new location from that specified in the SOA and/or Service Plan

Information Sheet and may charge additional rates for such Services.

8.17 Following a request by the Purchaser, the Company may remove

and reinstall Serviced Goods for the Purchaser from its original location to a

new location: such removal and reinstallation if agreed shall, unless

otherwise agreed in writing, be on the Company’s then current standard

terms for such services and shall be charged to the Purchaser at the

Company’s then current standard rates for the same.

8.18 If the Company undertakes the removal and reinstallation of

Serviced Goods for the Purchaser from its original location to a new location,

the Company may, in its sole discretion, waive the requirement for a pre-

service inspection and adjustment as described in clauses 8.1(b) and 8.1(c).

8.19 If the Serviced Goods are moved and the Company has agreed

to provide Services in respect of such Serviced Goods and the removal and

installation of Serviced Goods from their original location to a new location is

undertaken by the Purchaser or a third party, the Company may, in its sole

discretion, require the performance of a further pre-service inspection and

adjustment pursuant to clauses 8.1(b) and 8.1(c).

8.20 If the Company reasonably determinates that any Serviced

Goods cannot be put into good operating condition following their removal

and reinstallation from their original location to a new location, the Company

shall have the right to immediately terminate the Contract in whole or in part

on written notice to the Purchaser.

EXCLUSIONS FROM SERVICES

9.1 Where the Services include service or maintenance of the Purchaser’s equipment there shall be excluded from such Services or an additional fee will be payable to the Company for any items specifically set out in the SOA or the Service Plan Information Sheet, or in an agreed schedule, and unless otherwise expressly stated therein there shall be excluded from such Services or an additional fee shall be payable for:

(a) the provision of consumables and accessories (such as storage

devices, modems, additional screens, keyboards);

(b) the supply and installation of patches, fixes, BIOS upgrades or other

software related upgrades or modifications, or of loaners, add ons or other

upgrades to Serviced Goods;

(c) repairs necessitated as a result of any cause other than fair wear and

tear resulting from proper use of the Serviced Goods or other equipment in

accordance with the Company’s or the manufacturer’s instructions

(including, without limitation, fire, accident, misuse, neglect, incorrect

installation by the Purchaser or its customers, agents or servants,

unauthorised alteration, repair or maintenance or the use of sub standard

consumables, failure or fluctuation of electrical power, failure of air

conditioning or humidity control, or abnormal physical or electrical stress) or

repairs necessitated by equipment not supplied by the Company or by the

Serviced Goods not being in good working order when the Services are

commenced;

(d) any modification or alteration to the Serviced Goods except as

required to rectify a fault diagnosed by the Company or the manufacturer;

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

(e) repair necessitated by any design, specification, component or

material supplied by or on behalf of the Purchaser or by the replacement of

any part of the Serviced Goods with a part not supplied or approved by the

Company;

(f) repair or replacement of any equipment the subject of such services if

such equipment is obsolete or beyond economic repair (“BER”), meaning

that the cost of repair is not less than sixty (60%) of the then current market

value of such equipment; and

(g) electrical work external to the Serviced Goods.

9.2 The Purchaser shall reimburse the Company against any costs incurred by the Company responding to claims caused by operator error or incorrect application or other default of the Purchaser or other third party.

9.3 In the provision of Services, the Company cannot guarantee the attendance of any particular individual as an Engineer or Consultant and reserves the right to replace any Engineer or Consultant with an appropriate alternative individual at any time.

9.4 Unless otherwise agreed in writing, the Engineer or the Consultant shall not be required to perform any services other than the Services, in particular the Engineer does not carry stock unless specifically ordered in advance. Charges for labour or materials for any service (including without limitation reinstallation and training in the use of the Serviced Goods) other than the Services can be provided at an additional cost. The Purchaser may request a quotation from the Company for such services.

RENTAL EQUIPMENT

10.1 This clause 10 shall apply to any Rental Equipment provided by the Company as part of the Services.

10.2 Any Rental Equipment shall at all times remain the property of the Company, and the Purchaser shall have no right, title or interest in or to the Rental Equipment.

10.3 The risk of loss, theft, damage or destruction of the Rental Equipment shall pass to the Purchaser on delivery and shall pass back to the Company on delivery of such Rental Equipment back to the Company at the end of the Rental Period, or earlier if requested by the Company. The Rental Equipment shall remain at the sole risk of the Purchaser during the period in which the Rental Equipment is in the possession, custody or control of the Purchaser until such time as the Rental Equipment is redelivered to the Company (the “Rental Period”).

10.4 During the Rental Period, the Purchaser shall:

(a) at its own expense, obtain and maintain insurance of the Rental Equipment to a value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Company may from time to time nominate in writing;

(b) ensure that the Rental Equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions provided by the Company;

(c) not use the Rental Equipment for an unlawful purpose;

(d)_ make no alteration to the Rental Equipment and shall not remove any existing component(s) from the Rental Equipment without the prior written consent of the Company unless carried out to comply with any mandatory modifications required by law or any regulatory authority or unless the component(s) is/are replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved/advanced version of it. Title and property in all substitutions, replacements and renewals made in or to the Rental Equipment shall vest in the Company immediately upon its installation;

(e) permit the Company or its duly authorised representative to inspect the Rental Equipment at all reasonable times and for such purpose to enter upon any premises at which the Rental Equipment may be located, and shall grant reasonable access and facilities; and

(f) not, without the prior written consent of the Company, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Rental Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it.

10.5 The Company reserves the right to remove any Rental Equipment at any time and the Purchaser grants an irrevocable right of entry to the premises where the Rental Equipment is situated for such purpose.

10.6 The Purchaser shall return any such Rental Equipment to the Company immediately upon request.

11. EXCLUSION AND LIMITATION OF LIABILITY

11.1 IN AN EFFORT TO KEEP THE CONTRACT PRICE AS LOW AS POSSIBLE AND AS THE PURCHASER IS BETTER ABLE THAN THE COMPANY TO QUANTIFY LOSS WHICH IT MAY SUFFER FROM A BREACH OF CONTRACT AND TO INSURE ACCORDINGLY, THE PURCHASER AGREES TO THE COMPANY LIMITING ITS LIABILITY AND THEREFORE AGREES THAT SAVE AS EXPRESSLY AGREED IN WRITING OR AS MANDATORILY IMPLIED BY LAW:

(a) THE COMPANY SHALL HAVE NO OBLIGATION IN RESPECT OF THE GOODS OR SERVICED GOODS EXCEPT FOR ITS UNDERTAKING IN CLAUSE 7 ABOVE (“THE WARRANTY”) AND AS EXPRESSLY STATED IN THE CONTRACT;

(b) IF THE COMPANY HAS REPAIRED OR REPLACED THE GOODS PURSUANT TO THE WARRANTY, OR PROPERLY RE-PERFORMED THE SERVICES IT SHALL HAVE NO FURTHER LIABILITY IN RESPECT OF SUCH DEFECT OR FAULT IN THE GOODS OR DEFAULT IN THE SERVICES UNLESS A REPAIR OR REPLACEMENT OR PROPER PERFORMANCE IS NOT POSSIBLE IN WHICH CASE THE COMPANY’S LIABILITY SHALL BE LIMITED TO REFUNDING ANY MONIES PAID IN RESPECT OF SUCH DEFECTIVE GOODS OR SERVICES;

(c) THE PURCHASER ACKNOWLEDGES THAT THE COMPANY’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLIES ARE EXHAUSTIVELY DEFINED IN THESE TERMS AND THAT SUCH EXPRESS OBLIGATIONS ARE IN LIEU OF AND TO THE EXCLUSION OF ANY OTHER WARRANTY, CONDITION, TERM, UNDERTAKING OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE RELATING TO THE SUPPLIES INCLUDING, WITHOUT LIMITATION, AS TO THE CONDITION, QUALITY, PERFORMANCE OR FITNESS FOR THE PURPOSE OF THE SUPPLIES OR ANY PART OF THEM;

(d) THE COMPANY SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMING, ANY SERVICES WHICH IS CAUSED OR CONTRIBUTED TO BY A BREACH BY THE PURCHASER OR ITS OBLIGATIONS UNDER THE CONTRACT AND THE COMPANY SHALL BE ENTITLED TO RELY ON ALL INFORMATION AND MATERIALS PROVIDED BY THE PURCHASER WITHOUT VERIFYING THE SAME; AND

(e) THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS WHICH REPRESENTS OR WHICH IS LOSS OF PROFIT, REVENUE, BENEFIT, ANTICIPATED SAVINGS OR GOODWILL, LOSS OF USE OF ANY ASSET, LOSS OF DATA, BUSINESS INTERRUPTION, MANAGEMENT COSTS OR THIRD PARTY LIABILITY OR SPECIAL, CONSEQUENTIAL OR INDIRECT LOSS.

11.2 THE AGGREGATE LIABILITY OF THE COMPANY (WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE) FOR ALL BREACHES UNDER OR NON-PERFORMANCE OF ITS OBLIGATIONS OR CONTEMPLATED BY ANY CONTRACT SHALL NOT EXCEED A SUM EQUAL TO ONE AND A HALF TIMES THE AMOUNT PAID FOR ANY SUPPLIES THE SUBJECT OF SUCH CONTRACT SAVE THAT THIS SUB-CLAUSE SHALL NOT LIMIT OR EXCLUDE ANY LIABILITY OF THE COMPANY WHICH CANNOT BE EFFECTIVELY EXCLUDED IN LAW.

11.3 The Purchaser shall not rely upon any representation concerning the Supplies unless made by the Company in writing in the Contract save that nothing in the Contract or these Terms shall exclude liability for fraudulent misrepresentation.

11.4 Without prejudice to the foregoing, the provision of the Services is not a guarantee that any Serviced Goods will operate uninterrupted or without error, nor is it a guarantee against obsolescence.

11.5 Any liability of the Company under any warranty, indemnity or other obligation stated or confirmed in the SOA is subject to all exclusions and limitations in these Conditions.

11.6 If the Company obtains performance of any of the Services by any of its associates or any sub-contractor, such associate or sub-contractor shall be entitled to the benefit of this clause 11 and to enforce it on its own behalf.

12. REGULATORY COMPLIANCE, LICENCES AND PRE-DELIVERY TESTS

12.1 The Purchaser shall comply with applicable laws relating to the Supplies, their use and disposal. Without limiting the foregoing, where ionising radiation is used in the Goods the Company will upon request provide reasonable advice and assistance to the Purchaser in respect of radiological protection and applicable legal requirements concerning registration and access.

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

12.2 The Purchaser shall obtain in good time any applicable licences, permits and approvals in its control relating to import and export and to the installation and/or operation of the Supplies and will indemnify the Company against all liability in relation to Supplies supplied without them. The Company shall not be responsible for any liability in relation to delay in obtaining or failure to obtain such licences, permits or approvals.

12.3 The Purchaser shall strictly comply with all applicable export laws, controls and regulations and shall provide the Company with an End User Undertaking as soon as practically possible and in any event no later than seven (7) days of issue of the Purchaser’s purchase order, if requested by the Company.

12.4 the Purchaser acknowledges that export of the Goods, any spare parts and components and the Serviced Goods, and the performance of the Company’s obligations in the Contract, are contingent upon the export controls of the United Kingdom (“UK”), the US and other applicable jurisdictions. The Company shall not be liable to the Purchaser in the event that the requisite governmental authorisations, permits, licences, consents cannot be obtained, or they are revoked, delayed, withdrawn, terminated or cancelled for whatever reason.

12.5 The Purchaser represents that it is not a Restricted Party, which shall be deemed to include any person or entity: (1) located in or a national of Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries that may, from time to time, become subject to US, UK, EU or UN export controls for anti-terrorism reasons or with which US, UK or EU persons are generally prohibited from engaging in financial transactions; (2) on the US Department of Commerce Denied Person’s List, Entity List, or Unverified List; US Department of the Treasury list of Specially Designated Nationals and Blocked Persons; or US Department of State List of Debarred Parties; (3) engaged in activities involving nuclear materials or weapons, missile or rocket technologies, or proliferation of chemical or biological weapons; or (4) affiliated with or a part of any non-US military organisation.

12.6 The Purchaser shall not export, re-export, divert, transfer or disclose, directly or indirectly, any Goods or Serviced Goods or related technical data, materials or documents or any product thereof to any Restricted Party or to any country (or any national or resident thereof) which the US or UK Government determines from time to time is a country (or end-user) to which such export, re-export, diversion, transfer or disclosure is restricted, without obtaining the prior written authorisation of the Company and the applicable Government agency.

12.7 The Company may label the Goods as required by the Waste Electronic and Electrical Equipment Regulations 2006 (“WEEE”). Goods bearing a WEEE label should not be disposed of in a landfill or with municipal waste. The Company will assist the Purchaser, at the Purchaser’s request and expense, to dispose of electrical or electronic Goods. For the avoidance of doubt, the cost to the Purchaser for the collection, treatment, recycling, recovery and sound environmental disposal of Goods at the end of their useful life has not been included in the Price. Further information is available on the Company’s website and within its WEEE Policy document available at https://andor.oxinst.com/assets/uploads/documents/Andor/support/Andor_WEEE_policy.pdf, or via a member of the Company’s sales team.

13. TERMINATION OF CONTRACT

13.1 Where the Services comprise a Service Plan, such Service Plan shall begin on the Commencement Date and thereafter, unless terminated earlier in accordance with this clause, shall continue for the Initial Period. The Company may agree to extend the Initial Period for any number of one-year periods thereafter (each being an “Extended Period”) for an additional fee. During any Extended Period, either party may terminate any Service Plan element of a Contract for Serviced Goods by giving sixty (60) days’ notice in writing to the other party, such notice expiring on any anniversary of such Extended Period.

13.2 The Company may terminate separately all or any of the Contract and every other contract with the Purchaser if:

(a) the Purchaser fails to make payments to the Company under any contract as they fall due or the Purchaser otherwise breaches any such contract and the breach or non-payment is not remedied within seven (7) days of notice from the Company;

(b) the Purchaser undergoes dissolution, termination of existence, liquidation, insolvency or business failure, or a custodian or receiver is appointed for the Purchaser or any part of the property of the Purchaser if such appointment is not terminated or dismissed within thirty (30) days;

(c) the Purchaser institutes any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy,

reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally or the making by either party of a composition or any assignment or trust mortgage for the benefit of creditors;

(d) a proceeding is instituted against the Purchaser under the United States Bankruptcy Code or any other federal or state bankruptcy, organization, receivership, insolvency or other similar law affecting the rights of creditors generally, which proceeding is not dismissed within thirty (30) days of filing; or

(e) control of the Purchaser passes from the present shareholders, owners or controllers to other persons whom the Company in its absolute discretion regards as prejudicial to its reasonable interests;

(f) in the reasonable opinion of the Company the Purchaser has ceased or threatened to cease to trade;

(g) where the Purchaser is an individual or partnership, he or any partner dies or any steps are taken with a view to making a bankruptcy order against him or any partner; or

(h) anything corresponding to any of the above occurs outside the US.

13.3 If the Contract is terminated, the Company (without prejudice to its other rights but subject to any relevant mandatory laws) may do any of the following:

(a) declare immediately payable (and so interest-bearing under clause 3.3) any sums owed by the Purchaser, proceed against the Purchaser for the same and/or damages, and appropriate any payment by the Purchaser as the Company thinks fit (notwithstanding any purported appropriation by the Purchaser);

(b) suspend further performance of any Contract and/or any credit granted to the Purchaser on any account (and the time for delivery by the Company shall be extended by the period of such suspension); and/or

(c) take possession of and deal with (including the sale of) any materials and other assets of the Purchaser held by or on behalf of the Company and apply any proceeds of sale in payment of any sums owing under or damages arising in connection with any Contract including any interest and costs arising thereon.

14. INSTALLATION/COMMISSIONING/PERFORMANCE

14.1 Where the Company or its vendor has agreed to install or commission the Goods or perform Services, the Purchaser warrants that the site where the Goods are to be used or where performance of the Service is to take place is in all respects suitable for the safe and lawful installation and operation of the Goods or performance of the Services. If the Company is to effect or supervise the installation, commission the Goods and/or perform the Services, the Purchaser shall prepare the site in good time and provide all services (including without limitation labour, power, compressed air, water, drainage, liquid cryogens, vacuum pumps, extraction, process gas, bottled gasses and environment as appropriate) for efficient installation, commissioning and/or performance of the Services, failing which the Company may charge for lost time of its personnel. For the purpose of this clause 14, “commission” and “commissioning” shall mean (i) hardware start-up; and (ii) process demonstration of the Goods to be performed pursuant to acceptance tests agreed between the Company and the Purchaser prior to acceptance of the Purchaser’s order by the Company. The Purchaser acknowledges that the purpose of commissioning is not to demonstrate every possible function capable of being performed by the Goods and that the Purchaser will be invited to choose a reasonable but limited number of functions to be demonstrated during commissioning.

14.2 The Purchaser shall obtain any certificates or other approvals required in good time before installation and/or commissioning and shall inform the Company of all relevant safety, building and electrical codes and other requirements relevant to installation and/or commissioning and shall indemnify the Company against any liability or expense resulting from failure to do so.

14.3 If for any reason (save the Company’s default) commencement of installation and/or commissioning of the Goods is delayed beyond the date scheduled in the Contract or initially agreed by the Company (or if none is so scheduled or agreed, then beyond the date which is thirty (30) days after the Goods were ready for shipment by the Company), the Purchaser shall pay to the Company at its request the costs which it incurs by reason of the delay plus charges at the Company’s standard service charge rate for the time which it spends on the additional work required by reason of the delay. If the delay extends by more than ninety (90) days after the Goods were shipped or ready for shipment by the Company:

(a) the Purchaser shall be deemed to automatically accept the Goods;

(b) the Applicable Warranty Period shall commence; and

(c) if the Company is to effect or supervise the installation and/or is to commission the Goods, such obligation(s) shall expire. The Purchaser may

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

request the Company to effect or supervise the installation and/or to commission the Goods beyond such date and any such services shall be charged at the Company’s standard service charge rate. Any installation and/or commissioning carried out by the Purchaser shall be at the risk, cost and expense of the Purchaser.

14.4 Subject to automatic deemed acceptance in clause 14.3, upon completion of installation and/or commissioning the Company shall issue and the Purchaser shall accept an installation and/or acceptance certificate which shall be conclusive evidence of the Goods' conformity with the Contract and of their final acceptance by the Purchaser.

15. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

15.1 All inventions, designs, copyrights and processes and all and any other intellectual / industrial property rights whether or not registered or registerable and all goodwill associated thereto relevant to the Supplies and all specifications, designs, programs or other material issued by or on behalf of the Company shall, as between the Company and the Purchaser remain the absolute property of the Company. The Purchaser shall not acquire any right or interest in the same except, if the SOA so requires, the Company shall grant or procure the grant of a licence to the Purchaser to (i) use relevant Software with the Goods or the Serviced Goods to or at the direction of the Purchaser or (ii) use materials created specifically for the Purchaser in the course of the Services.

15.2 The Purchaser acknowledges that all specifications, design, programs or other material including know-how, plans, drawings and price lists issued by or on behalf of the Company or its vendor are confidential and agrees not to use them or any other confidential information of the Company for any purpose (other than the purpose for which the information was disclosed) nor reproduce them in any form nor disclose them to third parties. The Purchaser shall not seek to abstract from the Goods any confidential information regarding their design, construction or otherwise (and without limiting the foregoing shall not decompile any software comprised in the Goods or Serviced Goods) and all rights subsisting in such material are reserved.

15.3 The Purchaser shall obtain similar undertakings as those set out in sub-clauses 15.1 and 15.2 from its customers and indemnify the Company against any liability in relation to any failure to do so. The Purchaser shall upon request sign and/or require its customers to sign the software vendors form of non-exclusive licence to use programs necessary to operate the Goods; all obligations of the Company under any contract are conditional upon execution of such agreement and compliance with its terms.

15.4 The Company hereby grants to the Purchaser a non-exclusive, non-transferable licence to use the Software solely for the purposes of operating the Goods for their proper designed purpose, but the Purchaser shall have no right to access or use the source code of the Software and shall not copy all or part of the Software unless otherwise expressly agreed in writing by the Company.

15.5 all intellectual property and other rights of whatever nature in the Software and the documentation for it are and shall remain the property of the Company or its vendor, or the software vendor.

16. FORCE MAJEURE

The Company shall not be liable for any failure to perform its obligations hereunder by reason of any cause whatsoever beyond its reasonable control (including without limitation fire, flood or act of god; natural disaster; armed conflict; terrorist attack; civil war; civil commotion or riots; war; sanctions or embargoes; any labour or trade disputes, strikes or industrial actions (whether involving employees of either party or of a third party); epidemic or pandemic; equipment or supply difficulties; any rule or action of any public authority; transportation delays; refusal or delay in granting or revocation, cancellation or withdrawal of any necessary licence, approval, consent or permit; or any repudiatory event by the Purchaser). In such circumstances it may terminate the Contract whereupon the Purchaser shall pay a sum equal to the costs to the Company of performing the Contract and the Company's liability shall be limited to repayment of any sums paid in respect of undelivered Goods or unperformed Services less such costs.

17. USE OF GOODS AND SAFETY

17.1 The Purchaser shall:

(a) procure that the Goods (including any goods the subject of services) are used only for the purposes and in the manner for which they were designed and supplied; that all persons likely to use or come into contact with the Goods receive appropriate training and copies of applicable literature supplied by the Company; that all third parties who use or may be affected by or rely upon the Goods are given full and clear warning of any hazards (both patent and latent) associated with

them or limitations of their effectiveness and that safe working practices are adopted and complied with. Any warning notices displayed on the Goods must not be removed or obscured; the Purchaser shall procure that any third party to whom the Goods are supplied agrees not to remove or obscure such warning notices and shall take such steps as are reasonable to enforce such agreement;

(b) promptly comply with any safety recommendation made to it in respect of the Goods (including recall of them) and shall procure compliance by all relevant persons and shall pay the Company's reasonable charges for additional or replacement parts (including installation costs) supplied by the Company for this purpose;

(c) maintain and make available to the Company all records necessary to enable Goods to be traced to their ultimate buyer or user; and

(d) indemnify the Company against any liability in relation to any breach of the Purchaser's obligations under this clause 17.1.

18. PURCHASER’S EQUIPMENT AND OTHER ITEMS

18.1 The Company shall not be liable for any defect, wastage or other loss

whatsoever in, of or arising from equipment, hardware or software or other

items (in this clause, “equipment”) supplied or made available to the

Company by the Purchaser, which equipment shall be held, worked on and

used at the Purchaser’s risk. Quantities of equipment supplied by the

Purchaser shall allow for normal spoilage and fair wear and tear.

18.2 The Company shall not be responsible for any loss, damage, cost or

expense arising from, or from any defect, mistake or inaccuracy in any

equipment specified or supplied by the Purchaser. Any loss, damage, cost

or expense arising therefrom shall be for the sole account of the Purchaser

who shall indemnify the Company accordingly.

18.3 The Company’s liability for equipment specified or provided to the

Company by the Purchaser or otherwise held or worked on by the Company

on behalf of the Purchaser shall be limited to the lesser of the basic raw

material cost of the equipment or an independent external valuation of such

equipment.

18.4 Prior to its delivery to the Company or to the Company being granted

access to it the Purchaser shall notify the Company of the nature of any

equipment to be held or worked on by the Company under the Contract,

shall provide adequate warnings and instructions where such equipment is

or may be hazardous to safety and shall ensure that it complies with any

requirements or descriptions of or in the Contract.

18.5 The Purchaser shall indemnify the Company for any liability in relation

to such equipment which could not have been prevented by the Company

acting in accordance with the Purchaser’s reasonable written instructions

and was not caused by the negligence or wilful default of the Company or its

employees.

18.6 The Purchaser shall indemnify the Company against any liability in

relation to the contamination, damage or loss (due to contact with any

radioactive, chemical or other hazardous materials or by the negligence of

the Purchaser or its representatives) of any instruments, components, parts

or materials brought by the Company to the Purchaser’s premises for the

purposes of performance of the Contract.

19. GENERAL

19.1 The Purchaser shall indemnify the Company against all liability in relation to any specification, design, information or component which the Purchaser has supplied or arranged for the supply to the Company and warrants that the use of such specifications, designs, information or components will not infringe the rights of any third party.

19.2 No indulgence, forbearance, partial exercise of any right or remedy or previous waiver shall prejudice any rights or remedies. Remedies shall be cumulative and no choice of remedy shall preclude any other remedy.

19.3 The Purchaser shall not assign, mortgage, charge, sub-let or otherwise dispose of the Contract or any rights thereunder in whole or in part.

OI US Andor TermsConditions of QuoteSale GoodsServ Sept 2020

19.4 After termination (howsoever caused) or cancellation, clauses 3.3, 4, 11, 12, 13 14, 15, 17 and 19 shall continue in full effect.

19.5 Subject to clause 11.6, a person who is not a party to the Contract shall not have any rights under or in connection with it.

19.6 All Contracts shall be governed and construed in accordance with the laws of the State of Massachusetts, excluding: (i) its conflict of laws principles that would apply the laws of any other jurisdiction; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. The Company and the Purchaser each hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Massachusetts. The Purchaser hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding relating to the Contract in Massachusetts and further irrevocably waives any claim that Massachusetts is not a convenient forum for any such suit, action or proceeding.

20. PROVISION FOR US GOVERNMENT FUNDED INSTITUTIONS AND US UNIVERSTITIES ONLY

Notwithstanding the foregoing provisions, as a matter of law and/or their articles of incorporation, the Company recognizes that US Government funded institutions and US Universities are prevented from agreeing contracts which are governed and construed in accordance with the laws of any State other than the State in which they are based and are not permitted to provide indemnities. Accordingly, where the Purchaser is a US Government funded institution or a US University (as confirmed in any applicable AO and/or quotation), the Contract shall be governed and construed in accordance with the internal laws of the State in which the Purchaser is located (as confirmed in any applicable AO and/or quotation), the Purchaser and the Company irrevocably agree that the courts of the State where the Purchaser is located shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract, and those provisions of the Contract in which the Purchaser is required to provide the Company with an indemnity shall not apply.

21. COMPLIANCE WITH REQUIREMENTS OF 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a)

Oxford Instruments is an equal opportunity employer and federal

contractor or subcontractor. As applicable, the parties agree that they

shall abide by the requirements of 41 CFR Section 60-1.4(a); 41 CFR

Section 60-300.5(a); 41 CFR Section 60-741.5(a); and 29 CFR Part 471,

Appendix A to Subpart A with respect to affirmative action program

and posting requirements, and that these requirements are

incorporated herein. These regulations require that covered prime

contractors and subcontractors ensure nondiscrimination and take

affirmative action in employment to employ and advance qualified

individuals without regard to sex, gender identity, sexual orientation,

race, color, religious creed, national origin, physical or mental

disability, and protected Veteran status. These regulations also

prohibit covered contractors from taking adverse action against

applicants or employees because they have inquired about,

discussed, or disclosed their or their co-worker’s compensation

information in certain situations.

Service Plan

Customer Assurance Service Plan

The Customer Assurance Service Plan (the “Service Plan”) sets out an overview of the services you, the

customer, can expect to receive for Andor Cameras and Spectrographs. This Service Plan does not cover

Microscopy System related products.

Summary

The Service Plan includes:

• helpdesk support for issues associated with operation and

maintenance of the goods as covered by this Service Plan;

• access to Andor software corrective content (patching) for the

duration of the Service Plan; and

• repair or replacement of goods covered under this Service Plan (as

Andor deems appropriate) within 20 Business Days following receipt

of the goods at an Andor Service Repair Centre (as set out at

section 6.7 of the Terms)1.

1 Excludes sensor replacement (see section 11 below).

In order to ensure availability, a Service Plan can be purchased during Andor’s standard warranty period for the goods to which the Service Plan is intended to relate. The availability of the Service Plan will otherwise be subject to the prior inspection of the relevant goods as detailed in section 12 below. This Service Plan should be read in conjunction with Andor’s Standard Terms and Conditions of Service (“Terms”), which can be accessed via the following link: https://www.oxinst.com/assets/uploads/documents/AndorEquipServiceTerms.pdf Terms used in this Service Plan which are not defined in this Service Plan shall have the meaning ascribed to them in the Terms. 1. Support Request

Andor Technical Support Team will endeavour to provide remote

technical assistance for issues associated with the operation and

maintenance of goods covered under this Service Plan (“Technical

Support”) and will act as the single point of contact for such Technical

Support.

Requests for Technical Support can be made at any time via the

following link: https://andor.oxinst.com/support/ (“Support Request”).

Assistance will be provided during normal Business Days and hours for

the region in which the Technical Support is delivered.

For the purposes of this Service Plan, “Business Day” means the hours

of 9am to 4pm on any day which is not a Saturday, a Sunday, or a

bank or public holiday where the goods subject to this Service Plan are

located (or other such hours and days which Andor may determine in

its absolute discretion).

2. Initial Response

On receipt of a Support Request, Andor will assess the business

impact of the reported issue and assign it a priority level and a

corresponding timeframe in which Andor will make its first attempt to

make direct contact with you (“Initial Response”). For avoidance of

doubt, the Initial Response is not a guarantee that the issue forming

the Support Request will be resolved within the relevant Initial

Response timeframe (as set out below).

The 3 priority levels are:

Priority 1 – Critical: the problem has resulted in permanent loss of

functionality of the goods covered by this Service Plan. Performance

has been reduced to a level where essential operations cannot

continue. Andor will endeavour to provide an Initial Response within 2

Business Days. Installation issues will also be categorised as priority

1.

Priority 2 – Major: the problem has resulted in a reduction in the

performance of the goods covered by this Service Plan. The goods

continue to function but in a restricted manner. Andor will endeavour

to provide an Initial Response within 3 Business Days.

Priority 3 - Minor: the problem results in under performance of the

goods but has not impaired essential operation. Operation of the

goods can continue with no interruptions to normal service. Andor will

endeavour to provide an Initial Response within 4 Business Days. In

addition, the following requests will be assigned priority 3 status:

• requests for information and technical queries;

• advice in the operation of the goods;

• configuration enquiries; and

• application support.

Summary Table

3. Technical Support

As may be necessary following an Initial Response, Andor’s Technical Support team will endeavour to: • diagnose routine hardware/software problems;

• troubleshoot problems using diagnostic utilities;

• advise on how to detect and resolve hardware related problems;

• advise on issues requiring hardware replacement;

• perform root-cause analysis of incidents (at Andor’s discretion);

• provide software corrective content (at Andor’s discretion);

• provide regular, updates on case progress to you; and

• provide case resolution and agree on case closure.

4. Repair

If Andor’s Technical Support team determines that the defective goods

should be returned to an Andor Service Repair Centre, Andor will

allocate a Return Material Authorization (RMA) number to the goods to

be returned and notify you via email of both the relevant RMA number

and the appropriate return location for the goods.

You should complete an online decontamination form prior to the

return of the goods. This form can be accessed via the following link:

https://andor.oxinst.com/support/decontamination-form

Priority Level Target Initial Response

1 - Critical Initial Response within 2 Business Days

2 – Major Initial Response within 3 Business Days

3 – Minor Initial Response within 4 Business Days

Andor will use commercially reasonable efforts to ship the repaired

goods to you within 20 Business Days following Andor’s receipt of the

defective goods at an Andor Service Repair CentreSoftware

Entitlement

During a Service Plan, you will receive Solis and SDK software

corrective content (patching) as and when they are posted by Andor

on Andor’s website.

Andor shall be under no obligation to provide software updates for

Imaris or any other third-party software.

5. Andor Responsibilities

Andor is responsible for:

• providing access to the Andor helpdesk. The helpdesk is

accessible via: https://andor.oxinst.com/support/;

• assigning a unique reference number from its case tracking

system when you raise a Support Request and recording the

time the report was received. Andor will assign you a Support

Request priority level in accordance with the guidelines set out

in this Service Plan; and

• the cost of returning a repaired good to you using a method and

logistics carrier selected by Andor. For avoidance of doubt,

Andor’s responsibility for risk to the goods is limited to the period

of acceptance of the goods for repair at the Andor Service

Repair Centre until the time Andor ships the repaired good to

you. Andor does not guarantee the arrival time of a replacement

(or repaired) goods.

6. Customer Responsibilities

You will be responsible for:

• the cost and risk of returning a defective good for repair,

including the applicable duties, taxes, and any other charges

associated with the importation of repaired goods into the

country of destination;

• using the specifically assigned RMA number provided by Andor

and including the completed Andor fault report forms when

returning any goods;

• completing and returning a decontamination form prior to

returning any goods;

• adhering to packing instructions provided by Andor (including

anti- static precautions) when returning defective goods;

• downloading and applying new software releases; and

• appointing a suitable and qualified primary contact for support

purposes (failure to do so may result in a suspension of support

until a suitable contact becomes available).

7. Performance Management

If you consider that Andor is not fulfilling its obligations, you can

report a complaint to Andor’s support team.

This can be done by submitting a request within the support

area of Andor’s website and selecting “Complaint” on the

dropdown menu via the following link:

https://andor.oxinst.com/support/.

Andor shall deal and seek to resolve substantive complaints at

a management level.

8. Assumptions

Andor will not commence work on returned goods until Andor have

received a completed decontamination form from you (see section 5

above).

Andor will reject returned goods that do not clearly display the

relevant RMA number (see section 5 above).

Root-cause analysis, the provision of fault reports, repair time

performance metrics, or hardware upgrades may be undertaken at

Andor’s discretion.

Unless Andor agrees otherwise, the repaired goods will be at the

current minimum hardware, firmware, and software release levels, as

they are made generally available by Andor (unless required for

operational reasons and agreed upon with Andor).

Any repaired goods shall be warranted by Andor for the remainder of

the applicable Service Plan.

In the case of a multi-year Service Plan, the availability of Andor

services after one year is subject to Andor End of Life (EOL) and

Manufacturer Discontinued (MD) policies:

https://andor.oxinst.com/support/obsolescence-policy.

9. Exclusions

Andor does not warrant that sensors will be completely free from defects. If at Andor’s absolute discretion, a sensor repair or replacement is necessary and possible, you will be responsible for the cost of the repair and/or the replacement sensor. Sensor repair and replacement is expressly excluded from the 20 Business Day repair schedule in this Service Plan.

In addition to the above, the following is expressly excluded from this Service Plan:

• on-site repair or re-installation;

• third party products not manufactured by Andor; and

• items considered as consumables including but not limited to the

following items: cables, fibre optics, and filters.

If, in the judgment of Andor, any returned goods have been damaged by misuse, accident, unauthorised alterations or repairs, failure to maintain proper physical or operating environment or improper maintenance, Andor shall have no obligation to deliver the Service Plan in relation to such returned goods and Andor will contact you to offer you one of the three alternatives:

• scrapping the returned defective goods at your expense;

• returning the defective unrepaired goods to you at your

expense; or

• replacing the defective goods (in which case, Andor will invoice

you the full replacement cost of the goods at the current Andor

list price or any applicable contracted price).

10. Contract Renewals

A request to renew a Service Plan (whether for annual cover or multi-

year covers) may be made at any time, prior to the expiry of an

existing Service Plan.

The availability of a Service Plan for goods with an expired standard

warranty period or without a current Service Plan will be subject to an

onsite test and inspection visit by Andor at your expense (a quotation

can be provided on request). Any faults in the goods identified by

Andor must be rectified prior to commencement of the Service Plan

or the goods will be deemed to be excluded from the Service Plan.

Service Plan

Microscopy Systems Silver Service Plan This Microscopy Silver Service Plan (the “Service Plan”) sets out an overview of the services you, the customer, can

expect to receive for Andor Microscopy products, including Andor Cameras supplied with Microscopy products, and Andor

Photostimulation products such as Mosaic, MicroPoint and DSD (subject to specific terms).

1. Summary

This Microscopy Silver Service Plan (“Service Plan”) includes:

• helpdesk support for issues associated with the operation and

maintenance of goods covered by this Service Plan; • an aim to provide on-site response to service request within 10

Business Days1; • one annual preventative maintenance visit in any 12 month period2; • repair or replacement of all goods covered under this Service Plan (as

Andor deems appropriate) charged at 75% of its value list price; and • access to Andor software updates for the duration of this Service

Plan3. 1 If not repairable on-site, a replacement product may be provided (using

new or refurbished stock at Andor’s discretion), or if the product needs to be

returned for repair, an alternative similar product may be offered on a

temporary basis (“Business Days” is defined in section 2 below). 2 Excludes Active Illumination products such as Mosaic, MicroPoint and

DSD, unless the products are sold as part of a system containing an Andor

Laser Combiner, and/or an Andor Confocal Spinning Disk unit. 3 Software updates are provided for Fusion, iQ and Komet only. Andor shall be under no obligation to provide software updates for Imaris or any other third-party software.

In order to ensure availability, a Service Plan should be purchased during

Andor’s standard warranty period for the goods to which the Service Plan is

intended to relate. The availability of a Service Plan will otherwise be subject

to the prior inspection of the relevant goods as detailed in section 10 below.

This Service Plan should be read in conjunction with Andor’s Standard

Terms and Conditions of Service (“Terms”), which can be accessed via the

following link:

https://www.oxinst.com/assets/uploads/documents/AndorEquipServiceTerm

s.pdf

Terms used in this Service Plan which are not defined in this Service Plan

shall have the meaning ascribed to them in the Terms.

If at Andor’s discretion, replacement goods or replacement parts are

necessary for the repair of goods covered under this Service Plan, Andor will

invoice you the full replacement cost of the goods or parts at 75% of the

current Andor list price. Andor will provide labour, installation and return

shipping at its expense.

2. Support Request

2.1. Service Description

Andor’s Technical Support team will endeavour to provide remote technical

assistance for issues associated with the operation and maintenance of all

goods covered under this Service Plan (“Technical Support”) and will act as

the single point of contact for such Technical Support.

Requests for Technical Support can be made at any time via the following

link: https://andor.oxinst.com/support/ (“Support Request”).

Andor shall endeavor to respond to a Support Request (by telephone or

email) within 2 Business Days of receipt of a Support Request (“Initial

Response”).

For the purposes of this Service Plan, “Business Day” means a day other

than a Saturday, Sunday or public holiday in UK or US.

For the avoidance of doubt, the Initial Response timeframe is not a

guarantee that the issue will be resolved within this timeframe.

2.2. Technical Support

As may be necessary following an Initial Response, Andor’s Technical

Support team will endeavor to:

• diagnose routine hardware/software problems;

• troubleshoot problems using diagnostic utilities; • advise on how to detect and resolve hardware related problems

• advise on issues requiring hardware replacement; • perform root cause analysis of incidents (at Andor’s discretion);

• provide software corrective content (at Andor’s discretion); • provide regular updates on case progress; and

• provide case resolution and agree on case closure.

If Andor’s Technical Support team determines that a component part should

be returned to an Andor Service Repair Centre (as set out at Clause 6.7 of

the Terms), Andor will allocate a Return Material Authorisation (RMA)

number and notify you via e-mail of both the RMA number and the

appropriate return location for the component part.

You should complete an online decontamination form prior to the return of

the goods, this form can be accessed via:

https://andor.oxinst.com/support/decontamination-form.

3. On-site Visits

3.1 On-site Support and Repairs

Following the Initial Response, if Andor determines that an on-site visit is

necessary to investigate a fault or carry out a repair, Andor shall endeavour

to be on-site within 10 Business Days of determining an on-site intervention

is required.

Whilst Andor endeavours to be on-site within 10 Business Days, this may

not always be possible and Andor shall have no liability in relation to the

date on which it is able to make an on-site visit.

All travel, accommodation and engineer subsistence costs shall be borne by

Andor.

Diagnostic actions may require an internet connection to facilitate remote

software control of goods. If you cannot provide an internet connection for

this purpose, Andor reserves the right to refuse the return of the goods or to

perform an on-site visit without liability to you.

3.2 Annual Maintenance Visit

Andor shall provide one annual preventative maintenance visit in any 12

month period during the existence of a Service Plan for certain goods. Andor

will agree a mutually suitable date for such visit with you. All travel,

accommodation and engineer subsistence costs shall be borne by Andor.

4. Software Entitlement

4.1 Service Description

During a Service Plan, you may receive Fusion, iQ and Komet software

updates (as purchased) as and when they are made available by Andor.

Andor shall be under no obligation to provide software updates for Imaris or

any other third-party software.

5. Andor Responsibilities

Andor is responsible for:

• providing access to the Andor helpdesk. The helpdesk is

accessible via https://andor.oxinst.com/support/. Andor can also

be contacted by telephone (regional support contact details are

available via the following link:

https://andor.oxinst.com/support/#support-centre-map);

• assigning a unique reference number from its case tracking system

when you raise a Support Request and recording the time the

report was received; and

• the cost of returning a repaired goods to you using a method and logistics carrier selected by Andor. For the avoidance of doubt, Andor’s responsibility for risk to the goods is limited to the period of acceptance of the goods for repair at the relevant Andor Service Repair Centre until the time Andor ships the repaired goods to you. Andor does not guarantee the arrival time of a replacement (or repaired) goods.

6. Customer Responsibilities

You will be responsible for:

• the costs and risks of returning the goods for repair, including the

applicable duties, taxes, and any other charges associated with the

importation of the repaired goods into the country of destination;

• using the specifically assigned RMA number(s) provided by Andor

when returning any goods;

• completing an online decontamination form prior to the return of any goods;

• adhering to packing instructions provided by Andor (including anti-

static precautions) when returning of goods to Andor;

• putting a repaired or replaced goods into service if on-site

installation has not been agreed;

• downloading and installing new software releases; and • appointing a suitable and qualified primary contact for support

purposes (failure to do so may result in a suspension of support covered under this Service Plan until a suitable contact becomes available).

7. Performance Management

If you consider that Andor is not fulfilling its obligations, you can report a

complaint to Andor’s support team.

This can be done by submitting a request within the support area of Andor’s

website and selecting “Complaint” on the dropdown menu via the following

link: https://andor.oxinst.com/support/.

Andor shall deal with and seek to resolve substantive complaints at a

management level.

8. Assumption

Andor will not commence work on returned goods or parts until Andor have

received a completed decontamination form from you (see section 2.2

above).

Andor will reject returned goods or parts that do not clearly display the

specific RMA number (see section 2.2 above).

Unless Andor agrees otherwise, the replacement, or repaired goods will be

at the current minimum hardware, firmware and software release levels, as

they are made generally available by Andor.

Any repaired goods shall be warranted by Andor for the remainder of the

applicable Service Plan.

In the case of a multi-year Service Plan, the availability of Andor services

after year one is subject to Andor End of Life (EOL) and Manufacturer

Discontinued (MD) policies:

https://andor.oxinst.com/support/obsolescence-policy.

9. Exclusions

Andor does not warrant that sensors it provides will be completely free from

defects and does not provide Service Plan coverage for sensor defects.

Accordingly, if you consider sensor replacement is necessary, you will be

liable for the cost of the replacement sensor.

In addition to the above, the following is expressly excluded from this

Service Plan:

• root cause analysis, the provision of fault reports, repair time/

performance metrics, or hardware upgrades; and

• items considered by Andor to be consumables, including but not

limited to the following items: cables, fiber optics, and filters.

If, in the judgment of Andor, any returned goods have been damaged by

misuse, accident, modification, failure to maintain proper physical or

operating environment or improper maintenance then Andor shall have no

obligation to deliver the Service Plan in relation to such returned goods and

Andor will contact you to agree which of the following will be the most

appropriate course of action:

• scrapping of the defective goods at your expense; and/or

• returning the defective un-repaired goods to you at your expense; and/or

• replacing the defective goods (in which case, Andor will invoice you the full

replacement cost of the goods at the current Andor list price or any

applicable contracted price).

10. Renewals

A request to renew a Service Plan (whether for annual cover or multi-year

covers) may be made at any time, prior to the expiry of an existing Service

Plan.

The availability of a Service Plan for goods with an expired standard

warranty period or without a current Service Plan will be subject to an onsite

test and inspection visit by Andor at your expense (a quotation can be

provided on request). Any faults in the goods identified by Andor must be

rectified prior to commencement of the Service Plan or the goods will be

deemed to be excluded from the Service Plan

Service Plan Microscopy Systems Platinum Service Plan

This Microscopy Platinum Service Plan (the “Service Plan”) sets out an overview of the services you, the customer, can expect

to receive for Andor Microscopy products, including Andor Cameras supplied with Microscopy products, and Andor

Photostimulation products such as Mosaic, MicroPoint and DSD (subject to specific terms).

1. Summary

This Service Plan includes: • helpdesk support for issues associated with the operation and

maintenance of goods as covered by this Service Plan; • an aim to provide on-site response to service requests within 5

Business Days1;

• one annual preventative maintenance visit in any 12-month period2;

• repair or replacement of all goods covered under this Service

Plan (as Andor deems appropriate) at no additional charge; and

• access to Andor software updates for the duration of this Service

Plan3.

1 If not repairable on-site, a replacement product may be provided (using new or refurbished stock at Andor’s discretion), or if the product needs to be returned for repair, an alternative similar product may be offered on a temporary basis (“Business Days” is defined in section 2 below). 2 Excludes Active Photostimulation products such as Mosaic, MicroPoint, and DSD, unless these products are sold as part of a system containing an Andor Laser Combiner and/or an Andor Confocal Spinning Disk unit. 3 Software updates are provided for Fusion, iQ and Komet only. Andor shall be under no obligation to provide software updates for Imaris or any other third-party software.

In order to ensure availability, a Service Plan should be purchased during

Andor’s standard warranty period for the goods to which the Service Plan is

intended to relate. The availability of a Service Plan will otherwise be subject

to the prior inspection of the relevant goods as detailed in section 10 below.

This Service Plan should be read in conjunction with Andor’s Standard

Terms and Conditions of Service (“Terms”), which can be accessed via the

following link:

https://www.oxinst.com/assets/uploads/documents/AndorEquipServiceTerm

s.pdf

Terms used in this Service Plan which are not defined in this Service Plan

shall have the meaning ascribed to them in the Terms.

2. Support Request

2.1 Service Description

Andor’s Technical Support team will endeavour to provide remote technical

assistance for issues associated with the operation and maintenance of all

goods covered under this Service Plan (“Technical Support”) and will act as

the single point of contact for such Technical Support.

Requests for Technical Support can be made at any time via the following

link: https://andor.oxinst.com/support/ (“Support Request”).

Andor shall endeavour to respond to a Support Request (by telephone or

email) within 2 Business Days of receipt of a Support Request (“Initial

Response”).

For the purposes of this Service Plan, “Business Day” means a day other

than a Saturday, Sunday or public holiday in UK or US.

For the avoidance of doubt, the Initial Response timeframe is not a

guarantee that the issue will be resolved within this timeframe.

2.2 Technical Support

As may be necessary following an Initial Response, Andor’s Technical

Support team will endeavour to:

• diagnose routine hardware/software problems;

• troubleshoot problems using diagnostic utilities;

• advise on how to detect and resolve hardware related

problems;

• advise on issues requiring hardware replacement;

• perform root cause analysis of incidents (at Andor’s discretion);

• provide software corrective content (at Andor’s discretion);

• provide regular updates on case progress; and

• provide case resolution and agree on case closure.

If Andor’s Technical Support team determines that a component part

should be returned to an Andor Service Repair Centre (as set out at

section 6.7 of the Terms), Andor will allocate a Return Material

Authorisation (RMA) number and notify you via e-mail of both the RMA

number and the appropriate return location for the component part.

You should complete an online decontamination form prior to the return of

the goods, this form can be accessed via:

https://andor.oxinst.com/support/decontamination-form.

3. On-site Visits

3.1 On-site Support and Repairs

Following the Initial Response, if Andor determines that an on-site visit is

necessary to investigate a fault or carry out a repair, Andor shall

endeavour to be on-site within 5 Business Days of determining an on-

site intervention is required.

Whilst Andor endeavours to be on-site within 5 Business Days, this may

not always be possible and Andor shall have no liability in relation to the

date on which it is able to make an on-site visit.

All travel, accommodation and engineer subsistence costs shall be

borne by Andor.

Diagnostic actions may require an internet connection to facilitate remote

software control of goods. If you cannot provide an internet connection

for this purpose, Andor reserves the right to refuse the return of the

goods or to perform an on-site visit without liability to you.

3.2 Annual Maintenance Visit

Andor shall provide one annual preventative maintenance visit in any 12

month period during the existence of a Service Plan for certain goods.

Andor will agree a mutually suitable date for such visit with you. All travel,

accommodation and engineer subsistence costs shall be borne by

Andor.

4. Software Entitlement

During a Service Plan, you will receive Fusion, iQ and Komet software

updates (as purchased) as and when they are made available by Andor.

Andor shall be under no obligation to provide software updates for Imaris

or any other third-party software.

5. Andor Responsibilities

Andor is responsible for:

• providing access to the Andor helpdesk. The helpdesk is

accessible via the following link: https://andor.oxinst.com/support/.

Andor can also be contacted by telephone (regional support

contact details are available via the following

link:https://andor.oxinst.com/support/#support-centre-map);

• assigning a unique reference number from its case tracking

system when you raise a Support Request and recording the time

the report was received; and

• the cost of returning repaired goods to you using a method and logistics carrier selected by Andor. For the avoidance of doubt, Andor’s responsibility for risk to the goods is limited to the period of acceptance of the goods for repair at the relevant Andor Service Repair Centre until the time Andor ships the repaired goods to you. Andor does not guarantee the arrival time of a replacement (or repaired) goods.

6. Customer Responsibilities

You will be responsible for:

• the costs and risks of returning the goods for repair, including the

applicable duties, taxes, and any other charges associated with the importation of the repaired goods into the country of destination;

• using the specifically assigned RMA number(s) provided by Andor

when returning any goods;

• completing an online decontamination form prior to the return of

any goods;

• adhering to packing instructions provided by Andor (including anti-

static precautions) when returning the goods to Andor;

• putting repaired or replaced goods into service if on-site

installation has not been agreed; • downloading and installing new software releases; and • appointing a suitable and qualified primary contact for support

purposes (failure to do so may result in a suspension of support covered under this Service Plan until a suitable contact becomes available).

7. Performance Management

If you consider that Andor is not fulfilling its obligations, you can report a

complaint to Andor’s support team.

This can be done by submitting a request within the support area of Andor’s

website and selecting “Complaint” on the dropdown menu via the following

link: https://andor.oxinst.com/support/.

Andor shall deal with and seek to resolve substantive complaints at a

management level.

8. Assumptions

Andor will not commence work on returned goods until Andor has received

a completed decontamination form from you (see section 2.2 above).

Andor will reject returned goods that do not clearly display the relevant RMA

number (see section 2.2 above).

Unless Andor agrees otherwise, the replacement, or repaired goods will be

at the current minimum hardware, firmware and software release levels, as

they are made generally available by Andor. Any replacement or repaired

goods shall be warranted by Andor for the remainder of the applicable

Service Plan.

Any repaired goods shall be warranted by Andor for the remainder of the

applicable Service Plan.

In the case of a multi-year Service Plan, the availability of Andor services

after year one is subject to Andor End of Life (EOL) and Manufacturer

Discontinued (MD) policies:

https://andor.oxinst.com/support/obsolescence-policy.

9. Exclusions

Andor does not warrant that sensors it provides will be completely free from

defects and does not provide Service Plan coverage for sensor defects.

Accordingly, if you consider sensor replacement is necessary, you will be

liable for the cost of the replacement sensor.

In addition to the above, the following is expressly excluded from this

Service Plan:

• root cause analysis, the provision of fault reports, repair time/

performance metrics, or hardware upgrades; and

• items considered by Andor to be consumables, including but not

limited to the following items: cables, fibre optics, and filters.

• If, in the judgment of Andor, any returned goods have been damaged

by misuse, accident, modification, failure to maintain proper physical or

operating environment or improper maintenance, Andor shall have no

obligation to deliver the Service Plan in relation to such returned goods,

and Andor will contact you to agree which of the following will be the

most appropriate course of action:

• scrapping of the defective goods at your expense; and/or

• returning the defective un-repaired goods to you at your expense;

and/or

• replacing the defective goods (in which case, Andor will invoice you the

full replacement cost of the goods at the current Andor list price or any

applicable contracted price).

10. Renewals

A request to renew a Service Plan (whether for annual cover or multi-year

cover) may be made at any time prior to the expiry of an existing Service

Plan.

The availability of a Service Plan for goods with an expired standard

warranty period or without a current Service Plan will be subject to an onsite

test and inspection visit by Andor at your expense (a quotation can be

provided on request). Any faults in the goods identified by Andor must be

rectified prior to commencement of the Service Plan or the goods will be

deemed to be excluded from the Service Plan.

Service Plan BC43 Silver Service Plan

This BC43 Silver Service Plan (the “Service Plan”) sets out an overview of the services you, the customer, can expect to receive

for Andor BC43 Systems.

1. Summary

This Service Plan includes: • helpdesk support for issues associated with the operation and

maintenance of goods as covered by this Service Plan;

• an aim to provide customer self-change replacement modules, or on-site response to service requests, within 5 Business Days1;

• one annual preventative maintenance inspection in any 12-month period2;

• repair or replacement of all goods covered under this Service Plan (as

Andor deems appropriate) charged at 75% of parts value.

• access to Andor software updates for the duration of this Service

Plan3.

1 If not repairable on-site, a replacement product may need to be purchased, or if the product needs to be returned for repair, an alternative similar product may be offered on a temporary basis (“Business Days” is defined in section 2 below). 2 May be performed remotely. 3 Software updates are provided for Fusion only. Andor shall be under no obligation to provide software updates for Imaris or any other third-party software.

In order to ensure availability, a Service Plan should be purchased during

Andor’s standard warranty period for the goods to which the Service Plan is

intended to relate. The availability of a Service Plan will otherwise be subject

to the prior inspection of the relevant goods as detailed in section 10 below.

This Service Plan should be read in conjunction with Andor’s Standard Terms

and Conditions of Service (“Terms”), which can be accessed via the following

link:

https://www.oxinst.com/assets/uploads/documents/AndorEquipServiceTerms

.pdf

Terms used in this Service Plan which are not defined in this Service Plan

shall have the meaning ascribed to them in the Terms.

2. Support Request

2.1 Service Description

Andor’s Technical Support team will endeavour to provide remote technical

assistance for issues associated with the operation and maintenance of all

goods covered under this Service Plan (“Technical Support”) and will act as

the single point of contact for such Technical Support.

Requests for Technical Support can be made at any time via the following

link: https://andor.oxinst.com/support/ (“Support Request”).

An internet connection to the BC43 workstation will be required and is

essential for diagnosis. This includes ability to run TeamViewer software via

the connection. Failure to have either will delay diagnosis and remove

Andor’s responsibility for response times.

Andor shall endeavour to respond to a Support Request (by telephone or

email) within 1 Business Day of receipt of a Support Request (“Initial

Response”).

For the purposes of this Service Plan, “Business Day” means a day other than

a Saturday, Sunday or public holiday in UK or US.

For the avoidance of doubt, the Initial Response timeframe is not a guarantee

that the issue will be resolved within this timeframe.

2.2 Technical Support

As may be necessary following an Initial Response, Andor’s Technical

Support team will endeavour to:

• diagnose routine hardware/software problems;

• troubleshoot problems using diagnostic utilities; • advise on how to detect and resolve hardware related problems;

• advise on issues requiring hardware replacement; • perform root cause analysis of incidents (at Andor’s discretion); • provide software corrective content (at Andor’s discretion); • provide regular updates on case progress; and

• provide case resolution and agree on case closure.

If Andor’s Technical Support team determines that a component part needs to

be replaced, a quotation will be provided. Upon receipt of a valid purchase

order, the component will be shipped directly to the customer.

Andor’s Technical Support team will provide instruction and assistance for

components deemed ‘customer self-install’. For components requiring

installation, a date will be arranged to carry out the work.

Defective components should be returned to an Andor Service Repair Centre

(as set out at section 6.7 of the Terms), Andor will allocate a Return Material

Authorisation (RMA) number and notify you via e-mail of both the RMA

number and the appropriate return location for the component part.

You should complete an online decontamination form prior to the return of the

goods, this form can be accessed via:

https://andor.oxinst.com/support/decontamination-form.

3. On-site Visits 3.1 On-site Support and Repairs

Following the Initial Response, if Andor determines that an on-site visit is

necessary to investigate a fault or carry out a repair, Andor shall endeavour to

be on-site within 5 Business Days of determining an on-site intervention is

required.

Whilst Andor endeavours to be on-site within 5 Business Days, this may not

always be possible and Andor shall have no liability in relation to the date on

which it is able to make an on-site visit.

All travel, accommodation and engineer subsistence costs shall be borne by

Andor.

Diagnostic actions may require an internet connection to facilitate remote

software control of goods. If you cannot provide an internet connection for this

purpose, Andor reserves the right to refuse the return of the goods or to

perform an on-site visit without liability to you.

3.2 Annual Maintenance Visit

Andor shall provide one annual preventative maintenance inspection in any

12 month period during the existence of a Service Plan for certain goods.

This may be performed remotely, or in person, at Andor’s discretion. Andor

will agree a mutually suitable date for such an inspection with you. All travel,

accommodation and engineer subsistence costs shall be borne by Andor.

4. Software Entitlement

During a Service Plan, you will receive Fusion updates as and when they are

made available by Andor.

Andor shall be under no obligation to provide software updates for Imaris or

any other third-party software.

5. Andor Responsibilities

Andor is responsible for:

• providing access to the Andor helpdesk. The helpdesk is accessible

via the following link: https://andor.oxinst.com/support/. Andor can

also be contacted by telephone (regional support contact details are

available via the following link:

https://andor.oxinst.com/support/#support-centre-map);

• assigning a unique reference number from its case tracking system

when you raise a Support Request and recording the time the report

was received

• the supply of replacement components covered by this plan, subject to receipt of a valid purchase order and;

• instruction for self-install, or onsite installation of components to be supplied.

6. Customer Responsibilities

You will be responsible for:

• the costs of returning defective components that have been replaced,

including the applicable duties, taxes, and any other charges associated with the importation of the repaired goods into the country of destination;

• using the specifically assigned RMA number(s) provided by Andor

when returning any goods;

• completing an online decontamination form prior to the return of any

goods;

• adhering to packing instructions provided by Andor (including anti-

static precautions) when returning the goods to Andor;

• putting repaired or replaced goods into service if on-site installation

has not been agreed; • ensuring an internet connection to the BC43 workstation is available

for support; • downloading and installing new software releases; and • appointing a suitable and qualified primary contact for support

purposes (failure to do so may result in a suspension of support covered under this Service Plan until a suitable contact becomes available).

7. Performance Management

If you consider that Andor is not fulfilling its obligations, you can report a

complaint to Andor’s support team.

This can be done by submitting a request within the support area of Andor’s

website and selecting “Complaint” on the dropdown menu via the following

link: https://andor.oxinst.com/support/.

Andor shall deal with and seek to resolve substantive complaints at a

management level.

8. Assumptions

Andor will not commence work on returned goods until Andor has received a

completed decontamination form from you (see section 2.2 above).

Andor will reject returned goods that do not clearly display the relevant RMA

number (see section 2.2 above).

Unless Andor agrees otherwise, the replacement, or repaired goods will be at

the current minimum hardware, firmware and software release levels, as they

are made generally available by Andor. Any replacement or repaired goods

shall be warranted by Andor for the remainder of the applicable Service Plan.

Any repaired goods shall be warranted by Andor for the remainder of the

applicable Service Plan.

In the case of a multi-year Service Plan, the availability of Andor services after

year one is subject to Andor End of Life (EOL) and Manufacturer Discontinued

(MD) policies:

https://andor.oxinst.com/support/obsolescence-policy.

9. Exclusions Andor does not warrant that sensors it provides will be completely free from

defects and does not provide Service Plan coverage for sensor defects.

Accordingly, if you consider sensor replacement is necessary, you will be

liable for the cost of the replacement sensor.

In addition to the above, the following is expressly excluded from this Service

Plan:

• root cause analysis, the provision of fault reports, repair time/

performance metrics, or hardware upgrades; and

• items considered by Andor to be consumables, including but not

limited to the following items: cables, fibre optics, and filters.

If, in the judgment of Andor, any returned goods have been damaged by

misuse, accident, modification, failure to maintain proper physical or operating

environment or improper maintenance, Andor shall have no obligation to

deliver the Service Plan and will invoice you the full replacement cost of the

goods at the current Andor list price or any applicable contracted price.

10. Renewals

A request to renew a Service Plan (whether for annual cover or multi-year

cover) may be made at any time prior to the expiry of an existing Service Plan.

The availability of a Service Plan for goods with an expired standard warranty

period or without a current Service Plan will be subject to an onsite test and

inspection visit by Andor at your expense (a quotation can be provided on

request). Any faults in the goods identified by Andor must be rectified prior to

commencement of the Service Plan or the goods will be deemed to be

excluded from the Servic

Service Plan BC43 Platinum Service Plan

This BC43 Platinum Service Plan (the “Service Plan”) sets out an overview of the services you, the customer, can expect to

receive for Andor BC43 Systems.

1. Summary

This Service Plan includes: • helpdesk support for issues associated with the operation and

maintenance of goods as covered by this Service Plan;

• an aim to provide customer self-change replacement modules, or on-site response to service requests, within 3 Business Days1;

• one annual preventative maintenance inspection in any 12-month period2;

• repair or replacement of all goods covered under this Service Plan (as

Andor deems appropriate) at no additional charge; and

• access to Andor software updates for the duration of this Service

Plan3.

1 If not repairable on-site, a replacement product may be provided (using new or refurbished stock at Andor’s discretion), or if the product needs to be returned for repair, an alternative similar product may be offered on a temporary basis (“Business Days” is defined in section 2 below). 2 May be performed remotely. 3 Software updates are provided for Fusion only. Andor shall be under no obligation to provide software updates for Imaris or any other third-party software.

In order to ensure availability, a Service Plan should be purchased during

Andor’s standard warranty period for the goods to which the Service Plan is

intended to relate. The availability of a Service Plan will otherwise be subject

to the prior inspection of the relevant goods as detailed in section 10 below.

This Service Plan should be read in conjunction with Andor’s Standard Terms

and Conditions of Service (“Terms”), which can be accessed via the following

link:

https://www.oxinst.com/assets/uploads/documents/AndorEquipServiceTerms

.pdf

Terms used in this Service Plan which are not defined in this Service Plan

shall have the meaning ascribed to them in the Terms.

2. Support Request

2.1 Service Description

Andor’s Technical Support team will endeavour to provide remote technical

assistance for issues associated with the operation and maintenance of all

goods covered under this Service Plan (“Technical Support”) and will act as

the single point of contact for such Technical Support.

Requests for Technical Support can be made at any time via the following

link: https://andor.oxinst.com/support/ (“Support Request”).

Andor shall endeavour to respond to a Support Request (by telephone or

email) within 1 Business Day of receipt of a Support Request (“Initial

Response”).

For the purposes of this Service Plan, “Business Day” means a day other

than a Saturday, Sunday or public holiday in UK or US.

For the avoidance of doubt, the Initial Response timeframe is not a guarantee

that the issue will be resolved within this timeframe.

2.2 Technical Support

As may be necessary following an Initial Response, Andor’s Technical

Support team will endeavour to:

▪ diagnose routine hardware/software problems;

▪ troubleshoot problems using diagnostic utilities; ▪ advise on how to detect and resolve hardware related problems;

▪ advise on issues requiring hardware replacement; ▪ perform root cause analysis of incidents (at Andor’s discretion); ▪ provide software corrective content (at Andor’s discretion); ▪ provide regular updates on case progress; and

▪ provide case resolution and agree on case closure.

If Andor’s Technical Support team determines that a component part needs to

be replaced, the component will be shipped directly to the customer.

Andor’s Technical Support team will provide instruction and assistance for

components deemed ‘customer self-install’. For components requiring

installation, a date will be arranged to carry out the work.

Defective components should be returned to an Andor Service Repair Centre

(as set out at section 6.7 of the Terms), Andor will allocate a Return Material

Authorisation (RMA) number and notify you via e-mail of both the RMA

number and the appropriate return location for the component part.

You should complete an online decontamination form prior to the return of the

goods, this form can be accessed via:

https://andor.oxinst.com/support/decontamination-form.

3. On-site Visits

3.1 On-site Support and Repairs

Following the Initial Response, if Andor determines that an on-site visit is

necessary to investigate a fault or carry out a repair, Andor shall endeavour to

be on-site within 3 Business Days of determining an on-site intervention is

required.

Whilst Andor endeavours to be on-site within 3 Business Days, this may not

always be possible and Andor shall have no liability in relation to the date on

which it is able to make an on-site visit.

All travel, accommodation and engineer subsistence costs shall be borne by

Andor.

Diagnostic actions may require an internet connection to facilitate remote

software control of goods. If you cannot provide an internet connection for this

purpose, Andor reserves the right to refuse the return of the goods or to

perform an on-site visit without liability to you.

3.2 Annual Maintenance Visit

Andor shall provide one annual preventative maintenance inspection in any

12 month period during the existence of a Service Plan for certain goods.

This may be performed remotely, or in person, at Andor’s discretion. Andor

will agree a mutually suitable date for such an inspection with you. All travel,

accommodation and engineer subsistence costs shall be borne by Andor.

4. Software Entitlement

During a Service Plan, you will receive Fusion updates as and when they are

made available by Andor.

Andor shall be under no obligation to provide software updates for Imaris or

any other third-party software.

5. Andor Responsibilities

Andor is responsible for:

• providing access to the Andor helpdesk. The helpdesk is accessible

via the following link: https://andor.oxinst.com/support/. Andor can

also be contacted by telephone (regional support contact details are

available via the following link:

https://andor.oxinst.com/support/#support-centre-map);

• assigning a unique reference number from its case tracking system

when you raise a Support Request and recording the time the report

was received

• the supply of replacement components covered by this plan, and; • instruction for self-install, or onsite installation of components to be

supplied.

6. Customer Responsibilities

You will be responsible for:

• the costs of returning defective components that have been replaced,

including the applicable duties, taxes, and any other charges associated with the importation of the repaired goods into the country of destination;

• using the specifically assigned RMA number(s) provided by Andor

when returning any goods;

• completing an online decontamination form prior to the return of any

goods;

• adhering to packing instructions provided by Andor (including anti-

static precautions) when returning the goods to Andor;

• putting repaired or replaced goods into service if on-site installation

has not been agreed;

• downloading and installing new software releases; and • appointing a suitable and qualified primary contact for support

purposes (failure to do so may result in a suspension of support covered under this Service Plan until a suitable contact becomes available).

7. Performance Management

If you consider that Andor is not fulfilling its obligations, you can report a

complaint to Andor’s support team.

This can be done by submitting a request within the support area of Andor’s

website and selecting “Complaint” on the dropdown menu via the following

link: https://andor.oxinst.com/support/.

Andor shall deal with and seek to resolve substantive complaints at a

management level.

8. Assumptions

Andor will not commence work on returned goods until Andor has received a

completed decontamination form from you (see section 2.2 above).

Andor will reject returned goods that do not clearly display the relevant RMA

number (see section 2.2 above).

Unless Andor agrees otherwise, the replacement, or repaired goods will be at

the current minimum hardware, firmware and software release levels, as they

are made generally available by Andor. Any replacement or repaired goods

shall be warranted by Andor for the remainder of the applicable Service Plan.

Any repaired goods shall be warranted by Andor for the remainder of the

applicable Service Plan.

In the case of a multi-year Service Plan, the availability of Andor services after

year one is subject to Andor End of Life (EOL) and Manufacturer Discontinued

(MD) policies:

https://andor.oxinst.com/support/obsolescence-policy.

9. Exclusions

Andor does not warrant that sensors it provides will be completely free from

defects and does not provide Service Plan coverage for sensor defects.

Accordingly, if you consider sensor replacement is necessary, you will be

liable for the cost of the replacement sensor.

In addition to the above, the following is expressly excluded from this Service

Plan:

• root cause analysis, the provision of fault reports, repair time/

performance metrics, or hardware upgrades; and

• items considered by Andor to be consumables, including but not

limited to the following items: cables, fibre optics, and filters.

If, in the judgment of Andor, any returned goods have been damaged by

misuse, accident, modification, failure to maintain proper physical or operating

environment or improper maintenance, Andor shall have no obligation to

deliver the Service Plan and will invoice you the full replacement cost of the

goods at the current Andor list price or any applicable contracted price.

10. Renewals

A request to renew a Service Plan (whether for annual cover or multi-year

cover) may be made at any time prior to the expiry of an existing Service Plan.

The availability of a Service Plan for goods with an expired standard warranty

period or without a current Service Plan will be subject to an onsite test and

inspection visit by Andor at your expense (a quotation can be provided on

request). Any faults in the goods identified by Andor must be rectified prior to

commencement of the Service Plan or the goods will be deemed to be

excluded from the Service.

Service Plan

Sensor Customer Assurance Service Plan This Sensor Customer Assurance Service Plan (the “Service Plan”) sets out an overview of the services you, the customer, can expect to receive for Andor ‘Open Fronted’ cameras. This Service Plan does not cover Microscopy Systems, Spectrographs, Vacuum or Backfill cameras.

1. Summary

This Service Plan includes:

• replacement of failed sensors due to a manufacturing defect*;

• general repairs, including electronic and mechanical;

• helpdesk support with operation and maintenance; and

• access to software corrective content (patching) for the duration of the

Service Plan (Solis and SDK only).

*Capped annual maximum applies of one sensor per year.

This Service Plan can be purchased at the time of a relevant camera

purchase.

This Service Plan should be read in conjunction with the Terms, which

together form the contract. The Terms can be accessed via the following link:

https://www.oxinst.com/assets/uploads/documents/AndorEquipServiceTerms.

pdf

Terms used in this Service Plan which are not defined in this Service Plan

shall have the meaning ascribed to them in the Terms.

2. Support Request

Andor will provide remote technical assistance for issues associated with the

operation and maintenance of cameras covered under this Service Plan

(“Technical Support”) and will act as the single point of contact for Technical

Support.

Requests for Technical Support can be made at any time via the following

link: https://andor.oxinst.com/support/ (“Support Request”). Assistance will be

provided during normal Business Days and hours for the region in which the

Technical Support is delivered. For the purposes of this Service Plan,

“Business Day” means the hours of 9am to 4pm on any day which is not a

Saturday, a Sunday, or a bank or public holiday where the cameras subject to

this Service Plan are located (or other such hours and days which Andor may

determine in its absolute discretion).

3. Initial Response

On receipt of a Support Request, Andor will assess the business impact of the

reported issue and assign it a priority level and a corresponding timeframe in

which Andor will make its first attempt to make direct contact with you (“Initial

Response”). For avoidance of doubt, the Initial Response is not a guarantee

that the issue forming the Support Request will be resolved within the relevant

Initial Response timeframe (as set out below).

The 3 priority levels are:

Priority 1 – Critical: the problem has resulted in permanent loss of

service/functionality of the camera. Performance has been reduced to a level

where essential operations cannot continue. Andor will endeavor to provide

an Initial Response within 2 Business Days. Installation issues will also be

categorised as priority 1.

Priority 2 – Major: the problem has resulted in a reduction in the performance

of the camera. The camera continues to function but in a restricted manner.

Andor will endeavor to provide an Initial Response within 3 Business Days.

Priority 3 - Minor: the problem results in under performance of the camera

but has not impaired essential operation. Operation of the camera can

continue with no interruptions to normal service. Andor will endeavor to

provide an Initial Response within 4 Business Days. In addition, the following

requests will be assigned priority 3 status:

• requests for information and technical queries; • advice in the operation of a camera; • configuration enquiries; and • application support.

Summary Table

4. Technical Support

Following an Initial Response, as may be necessary, Andor’s Technical

Support team will endeavor to:

• diagnose routine hardware/software problems;

• troubleshoot problems using diagnostic utilities; • advise on how to detect and resolve hardware related problems; • advise on issues requiring hardware replacement; • perform root-cause analysis of incidents (at Andor’s discretion); • provide software corrective content (at Andor’s discretion); • provide regular, updates on case progress to you; and • provide case resolution and agree on case closure.

If Andor’s Technical Support team determines that a repair of a defective

camera is necessary, Andor will allocate a Return Material Authorization

(RMA) number to each camera to be returned and notify you via email of both

the relevant RMA number and the appropriate return location for the camera.

Andor will use commercially reasonable efforts to ship a repaired camera to

you within 6 to 8 weeks following Andor’s receipt of the defective camera.

Repair of a defective camera will be undertaken at Andor’s facility in Belfast,

United Kingdom.

5. Sensor Replacement

Where a repair of a camera’s sensor is not possible, sensors will only be

replaced for the following reasons:

• total sensor failure;

• sensor wiring damage;

• an area of limited or unresponsive* pixels greater than 10 pixels in

diameter; or

• a total of greater than 0.5% of the total sensor pixels being limited or

unresponsive* in its performance.

Priority Level Target Initial Response

1 - Critical Initial Response within 2 Business Days

2 – Major Initial Response within 3 Business Days

3 – Minor Initial Response within 4 Business Days

*A limited or unresponsive pixel is defined as a pixel with a greater than 25%

difference in contrast to the average of the surrounding pixels.

Sensor contamination is subject to limited cover. A sensor will only be

replaced if the contamination causes an area of limited or unresponsive pixels

greater than 0.5% of the total sensor area. Sensor cleaning may be possible,

depending on the source of contamination.

Sensor damage induced as a result of attempted sensor cleaning by you,

including scratches to the sensor surface, is specifically excluded.

6. Software Entitlement

This Service Plan includes Solis and SDK software corrective content

(patching) for the duration of the Service Plan.

ll new software feature releases and corrective content will be posted on

Andor’s website as they become available.

7. Andor Responsibilities

Andor is responsible for:

• providing access to the Andor helpdesk. The helpdesk is accessible

via: https://andor.oxinst.com/support/;

• assigning a unique reference number from its case tracking system

when you raise a Support Request and recording the time the report

was received. Andor will assign you a Support Request priority level

in accordance with the guidelines set out in this Service Plan; and

• the cost of returning a repaired camera to you using a method and

logistics carrier selected by Andor. Andor’s responsibility for risk to a

camera is limited to the period of arrival of the camera for repair until

it is shipped to you. Andor does not guarantee the arrival time of a

replacement (or repaired) camera.

8. Customer Responsibilities

You will be responsible for:

• the cost and risk of returning a defective camera for repair, including

the applicable duties, taxes, and other charges associated with the

importation of a repaired camera into the country of destination;

• using the specifically assigned RMA number provided by Andor and

including the completed Andor fault report forms when returning a

camera;

• completing and returning a decontamination form prior to returning a

camera, this form can be accessed via:

https://andor.oxinst.com/support/decontamination-form;

• adhering to packing instructions provided by Andor (including anti-

static precautions) when returning a defective camera;

• putting a repaired camera into service; and

• downloading and applying new software releases.

9. Performance Management

If you consider that Andor is not fulfilling its obligations, you can report a

complaint to Andor’s support team.

This can be done by submitting a request within the support area of the Andor

website and selecting “Complaint” on the dropdown menu via the following

link: https://andor.oxinst.com/support/.

10. Assumptions

Andor will not commence work on a returned camera until Andor have

received a completed decontamination form from you and will

reject returned cameras that do not clearly display the specific RMA number.

Root-cause analysis, the provision of fault reports, repair time performance

metrics, or hardware upgrades may be undertaken at

Andor’s discretion. A repaired camera will be at the current minimum

hardware, firmware, and software release levels, as they are made generally

available by Andor (unless required for operational reasons and agreed upon

with Andor).

Andor warrants repairs for the remainder of the applicable Service Plan.

In the event that a camera replacement is necessary, standard lead times will

apply and these will be advised to you by Andor from time to time.

Andor will from time to time assess the cameras offered and supported. The

assessment will be based on technology, market development, product

deployment and support requirements, and may identify certain cameras that

will be discontinued. Andor reserves the right to terminate any Service Plans

purchased by you for cameras that have been manufacturing discontinued

(MD). Subject to the Andor then-current policies, continued support for any

MD cameras beyond the effective date of discontinuance may only be

provided at Andor’s absolute discretion.

In the case of a multi-year cover for the Service Plan, the availability of Andor

services after one year is subject to Andor End of Life (EOL) and Manufacturer

Discontinued (MD) policies and the status of the cameras included within your

installed base. Services available as of the date of a quote and prior to the

EOL or MD effective date may no longer be provided or may be provided on a

limited basis.

11. Exclusions

Andor does not warrant that camera sensors will be completely free from

defects.

The following are expressly excluded from this Service Plan:

• on-site repair or re-installation; • third party products not manufactured by Andor; and • items considered as consumables including but not limited to the following

items: cables, fibre optics, and filters.

If, in the judgment of Andor, a returned camera has been damaged by

misuse, accident, unauthorised alterations or repairs, failure to maintain

proper physical or operating environment or improper maintenance by you,

Andor will contact you to offer you one of the two alternatives:

• scrapping the returned defective camera at your expense; or • returning the defective un-repaired camera to you at your expense.

12. Renewals

Renewals of this Service Plan may be purchased at any time, prior to the

expiry of an existing Service Plan.

A discount may be applied upon a renewal (for both annual cover plans and

multi-year covers) if no claims have been made during the duration of the

previous Service Plan. In the event that a claim is made during the time

between renewal and the duration of the previous Service Plan, the discount

will be forfeited, and the price difference will be invoiced.

More information on Service Plans can be accessed via the following link:

https://andor.oxinst.com/support/service-products

3660 Quakerbridge RdTrenton, NJ 08619Tel: 609.587.9797Fax: 609.587.1970

Page 1 of 6

Princeton Instruments Details:

Created Date 1/14/2019

Expiration Date 3/29/2019

Sales Inquiries Randy Rieger

rrieger@princetoninstruments.com

+ 1 609-587-9797

Customer Details:Contact Name Christopher BennettAccount Name University Of Central Florida

Bill To Department of Physics / PlanetaryScienceOrlando, Florida 32816United States

Phone (407) 823-0844Email christopher.bennett@ucf.edu

Quote Number 22614

Line Product Product Description Price Quantity Total Price

1 PM4-1024-EMB-HB-FG-18-P43

Princeton Instruments PI-MAX4:1024EMB-HBfDigital Intensified (emICCD) Camera System •E2V CCD 201 scientific grade 1, back-illuminatedEMCCD, 1024 x 1024 pixels • 13.0 x 13.0 µmpixels (13.3 x 13.3 mm image area) • 1:1fiber-optic bonded 18-mm grade 1, Gen IIIfilmless extended blue image intensifier w/ P43phosphor • Supports up to 10 MHz digitization •Integrated SuperSynchro timing generator in thecamera • Gigabit Ethernet Data Interface •Includes power supply, data and 5m GigE cables

$ 104,525.00 1.00 $ 104,525.00

2 IsoPlane-320 IsoPlane SCT-320 Imaging Spectrograph • 320mm focal length • Proprietary aberrationcorrected design • Single entrance and exit,on-axis grating rotation • Includes adapter platefor shutterless Princeton Instruments cameraswith spectroscopy mounts •Interchangeable triplegrating turret •Select i3-xxx-xxx gratings (soldseparately)

$ 30,450.00 1.00 $ 30,450.00

3 LF-3YR LightField Acquisition software with built-in MathEngine • Full acquisition support for PrincetonInstruments cameras and spectrometers • Built-inmath engine for real time and post-acquisitionanalysis • Powerful, yet intuitive user interface •Integrated LabView, Matlab and Python support -samples provided • Supports IntelliCal - accurateand easy intensity and wavelength spectralcalibration (light sources sold separately) • Free 3year minor and major version upgrades

$ 6,275.00 1.00 $ 6,275.00

4 INTCAL-CALIB IntelliCal Wavelength and Intensity CalibrationSystem for Spectroscopy: Includes • NISTtraceable intensity calibration light source •Wavelength Calibration light source withintegrated Hg and Neon-Argon lamps • USBcable and convenient wavelength reference chart• Lamps are designed to mount directly to thePrinceton Instruments spectrometer entrance slit.• Supported by LightField software (soldseparately).

$ 4,000.00 1.00 $ 4,000.00

5 i3-030-500-p Ruled Grating, 68x68mm, 300 G/mm with 500nmblaze wavelength

$ 1,375.00 1.00 $ 1,375.00

6 i3-060-500-P Ruled Grating, 68x68mm, 600 G/mm with 500nmblaze wavelength

$ 1,375.00 1.00 $ 1,375.00

3660 Quakerbridge RdTrenton, NJ 08619Tel: 609.587.9797Fax: 609.587.1970

Page 2 of 6

7 i3-120-500-P Ruled Grating, 68x68mm, 1200 G/mm with500nm blaze wavelength

$ 1,375.00 1.00 $ 1,375.00

Grand Total $ 149,375.00

All prices in USDSales tax and shipping charges will be added where appropriatePayment Terms: Net 30

3660 Quakerbridge RdTrenton, NJ 08619Tel: 609.587.9797Fax: 609.587.1970

Page 3 of 6

TERMS & CONDITIONS OF SALE

All quotations, products and services provided by Princeton Instruments, a division of Roper Scientific, Inc., Acton ResearchCorporation, and their respective divisions and business units (individually and collectively, “Seller”) to any customer, distributor,original equipment manufacturer, end-user, or other purchaser (“Buyer”) are furnished only on the following terms andconditions. By accepting delivery of Seller’s products (“Products”) and/or services, Buyer accepts all terms and conditions hereinand agrees that, unless otherwise specified by separate written agreement between Buyer and Seller, these terms andconditions, together with the item, quantity, delivery and other terms in Seller’s order confirmation, will constitute the entireagreement between the parties on the subject matter hereof, superseding all other communications, documentation andnegotiations. Without limiting the foregoing, Buyer’s acceptance of Seller Products or services shall be deemed a waiver of, andSeller hereby expressly rejects, any different or additional terms, preprinted or otherwise, in any purchase order, proposal, quoteor other document furnished by Buyer, whether before or after delivery of the Products or services and regardless of whetherSeller has acknowledged receipt thereof by signature or otherwise. No modification of any of these terms and conditions shall bevalid against any Seller unless the modifications appear in a document signed by an authorized officer of such Seller.

Unless otherwise specified by Seller, payment terms for U.S. Customers are net 30 days from date of1. Payment Terms.invoice, in U.S. dollars, subject to approved credit at the time of order invoicing. Deposits or down payments, if any, arenon-refundable; no discount for early payment is authorized without Seller’s written consent. Orders from outside the U.S.require advance remittance by wire transfer. Visa, MasterCard, Discover and American Express are accepted. Alternateinternational payment terms are considered upon request. Payment terms shall not be affected by any delay in delivery,installation or acceptance. Partial shipments are billed as made and payable on the terms above. Credit limits and extensionsare subject to review and approval by Seller in its sole discretion, and Seller may change its terms of sale or require priorpayment, letter of credit or COD when, in the opinion of Seller, the financial condition or previous payment record of Buyer sowarrants. Seller shall not be obligated to extend credit to any Buyer. Should Buyer become delinquent in any payment due,Seller at its own discretion may institute credit hold procedures on all open orders. Future orders will not be confirmed untilBuyer’s account is brought current, including outstanding interest charges, if any.

Any quotations provided by Seller are valid for the period stated on the quotation. Quotations to2. Quotations & Prices.non-U.S. customers are solicitations for offers to purchase. Quoted prices and delivery dates are subject to Product availabilityand receipt of prior orders, and prices are valid only for the quantities and payment schedule specified. Clerical or typographicalerrors are subject to correction. Prices do not include any applicable taxes, import/export duties, and surcharges applicable tothe Products (including without limitation sales, use, value added, excise, property, customs and similar taxes or duties), oradditional services such as expediting or special packaging, all of which shall be separately stated on Seller’s invoice and paidby Buyer in addition to the prices quoted or invoiced.

Orders must be presented in writing or via electronic means acceptable to Seller3. Acceptance and Cancellation of Orders.and will not be binding upon Seller until accepted by written or electronic confirmation or by shipment of the Products ordered.Seller reserves the right, at its option and without liability, to refuse any order, in whole or in part, or to specify an alternatedelivery schedule if orders from all sources exceed Seller’s inventory or ability to deliver. Seller may allocate available inventoryand production in its sole discretion. Seller reserves the right to accept any cancellation request made in writing. A 25%cancellation fee will apply.

All deliveries are Ex-Works, Seller’s U.S. manufacturing facility or U.S. Port of Entry, as applicable,4. Delivery & Inspection.per Incoterms 2010, unless otherwise specified in Seller’s order confirmation. Title to the Products and risk of loss or damagepasses to Buyer upon delivery at the ExWorks point. Seller will endeavor to deliver accepted orders promptly; it is understood,however, that dates indicated for delivery represent Seller’s best current estimates only and failure to perform within such datesshall not subject Seller to liability. Buyer shall inspect all Products upon arrival and provide written notice to Seller, within five (5)business days, of any claim for shortage or other nonconformance. Any claim for loss or damage in transit should be madedirectly to the delivering carrier. If Buyer fails to give timely notice, the Products as delivered shall be deemed to conform to allterms of Buyer’s order.

All Products, when delivered by Seller, shall conform to Seller’s published5. Product Specifications and Validation.specifications; however, Buyer shall be responsible for validation of each specific Product application and any use of Products asa component of or in conjunction with any products not manufactured by Seller, including all necessary testing and qualification,and shall put in place all necessary systems and protections to ensure that any failure or defect relating to the Products will notresult in any other or further damage, including progressive damage to Buyer or third party products. Seller’s responsibility shallin all events be limited to replacement of the failed or defective Product, and shall not include any further liability for, relating toor arising out of any Buyer or third party products. Seller reserves the right to change the design or specifications of any Productor component or to discontinue the manufacture of any Product at any time, and will use commercially reasonable efforts tonotify Buyers of any decision to discontinue Products or any material changes in Product specifications affecting form, fit orfunction.

Seller’s Products are covered by standard, printed warranties provided with each Product.6. Limited Warranty; Disclaimer.Such warranties, including all limitations and exclusions therein, are incorporated herein by reference. Such warranties will beeffective, and Seller will be obligated to honor such warranties, only upon Seller’s receipt of payment in full for the Product(s) tobe warranted. Seller’s warranties will be void and of no effect if the Products have been altered, damaged, or misused afterdelivery or replaced, repaired or disassembled without Seller’s prior written authorization. Seller’s warranties do not cover any

3660 Quakerbridge RdTrenton, NJ 08619Tel: 609.587.9797Fax: 609.587.1970

Page 4 of 6

damage or defect due to relocation, accident, negligence, failure of electrical power, tampering, or failure to follow Seller’shandling, operating and maintenance instructions. Products returned for repair or replacement under warranty shall be shippedwith freight prepaid by Buyer. Seller’s warranty covers only products manufactured and assembled by Seller. Equipment orcomponents supplied by others are sold only with such warranties as may be provided by the original manufacturer.TO THE FULL EXTENT PERMITTED BY LAW, THE WARRANTY AND REMEDIES SET FORTH IN SELLER’S STANDARDPRINTED WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES, TERMS,OR CONDITIONS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITHTHE DESIGN, SALE, INSTALLATION, OR USE OF SELLER’s PRODUCTS, INCLUDING WITHOUT LIMITATION ANYWARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,CORRESPONDENCE WITH DESCRIPTION, SATISFACTORY QUALITY, OR NONINFRINGEMENT, ALL OF WHICH AREHEREBY EXPRESSLY DISCLAIMED. WHEN, UNDER APPLICABLE LAW, IMPLIED WARRANTIES MAY NOT BEEXCLUDED IN THEIR ENTIRETY, SUCH WARRANTIES WILL BE LIMITED TO THE DURATION OF THE APPLICABLEWRITTEN WARRANTY. COPIES OF THE SELLER’S STANDARD PRINTED WARRANTIES MAY BE OBTAINED UPONREQUEST. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY OTHER DAMAGES ARISING OUT OF THE USE OF, ORINABILITY TO USE, SELLER’S PRODUCTS, OR FOR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUTLIMITATION ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVENIF ADVISED OF THE POSSIBILITY THEREOF. SELLER’S TOTAL LIABILITY FOR DAMAGES, WHETHER IN CONTRACT,TORT, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE PRODUCTSCOVERED BY THESE TERMS AND CONDITIONS.

Buyer hereby grants to Seller a purchase money security interest in all Products7. Purchase Money Security Interest.purchased hereunder, and all proceeds received by Buyer with respect thereto, as security for the payment of all amounts duefrom Buyer to Seller. Upon request by Seller at any time, Buyer agrees to execute and file such financing statements or otherdocuments as may be required to evidence and perfect such security interest in any jurisdiction.

Other than returns pursuant to valid warranty claims, Products may be returned for refund or credit only with8. Return Policy.advance written approval and a Returned Materials Authorization (“RMA”) number obtained from Seller’s sales department.Proof of purchase is required. The RMA Number must appear on all shipping documents and related correspondence.Merchandise returned without such approval may be returned to Buyer freight collect. Returned Products must have beenpurchased within 30 days prior to the date of return, and must be in the same condition as when they were shipped by Seller, intheir original, unopened packaging. All returned merchandise must be sent by Buyer freight prepaid and properly boxed toprevent damage in transit. SELLER WILL NOT ACCEPT C.O.D. PARCELS. Seller will inspect returned Products upon receiptand issue any applicable credits based on the age and condition of the merchandise and the terms of this returned goods policy.For any stock items returned, a restocking charge of up to twenty-five percent (25%) of the invoiced price may be charged.Special Order items (items that are not stock items at Seller) are not returnable or refundable under any circumstances. Afterthirty (30) days, all sales are final.

Buyer acknowledges that the Products and all related software, documentation and technology are9. Confidential Information.based upon and embody various confidential and/or proprietary technology, processes, methods, information, and trade secretsof Seller and its suppliers and licensors. Buyer shall maintain the confidentiality of all such confidential and proprietaryinformation and trade secrets, including Seller’s Product designs, software, specifications, schematics, drawings, documentation,sourcing, materials, components, processes, and pricing (“Confidential Information”) using the same degree of care used toprotect its own similar confidential information, but not less than reasonable care. Buyer shall disclose Seller’s ConfidentialInformation only to those employees, contractors, and agents having a need therefor in connection with the purchase coveredhereby and bound by written agreement to maintain the confidentiality thereof, and Buyer shall be responsible for any breach bythose to whom it provides such information. It is agreed that any breach of this Section may cause Seller irreparable harm forwhich monetary damages would be inadequate; accordingly, Seller shall be entitled to apply to any court of competentjurisdiction to enjoin any violation, threatened or actual, of this article, even if monetary damages are available and readilyquantifiable, and without proof of actual damage.

Seller and its suppliers or licensors shall exclusively own all ideas, inventions, technology, patents,10. Proprietary Rights.patent applications, copyrights, trademarks, trade names, trade secrets, know-how and other intellectual property andproprietary rights and interests used or embodied in the Products, drawings, designs, specifications, documentation, andsoftware furnished by Seller to Buyer, and all derivatives thereof in any form, and this agreement shall not be construed asgiving Buyer any right, title, or interest therein or any right to use the same without the prior written consent of Seller or the thirdparty that owns them. Buyer shall not directly or indirectly create, or attempt to create, by disassembling, reverse engineering orotherwise, or from any instructions, manuals, schematics, or other documentation or information provided or made available byor on behalf of Seller, any Products, parts, systems, software, technologies, ideas, items, or concepts comparable to orcompeting with those provided hereunder, or any part thereof, or disclose or use any such information for commercial purposesor in a manner detrimental to Seller. Buyer shall not remove, alter, or obscure any copyright, trademark, trade name, logo,government restricted rights, or other proprietary or confidentiality notices or legends from any Products, software,documentation, or other materials provided by Seller, and shall not, directly or indirectly, take, authorize or permit any action, oruse any procedure or process in any jurisdiction, to assert, register, file, publish, confirm, perfect or claim any right in anyintellectual property or proprietary rights of Seller, its suppliers or licensors.

Buyer shall be responsible for obtaining all permits and meeting all applicable codes,11. Use Restrictions & Requirements.regulations, recommendations and requirements of applicable governmental authorities governing its use of the Products, and

3660 Quakerbridge RdTrenton, NJ 08619Tel: 609.587.9797Fax: 609.587.1970

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Seller makes no warranty of any kind regarding compliance by the Products with such requirements. Buyer and itsRepresentatives shall not (a) alter, copy, adapt, modify, reverse engineer, decompile, disassemble, or make any changes to theProducts or any related software and documentation, or permit any distributor, agent, representative or end-user to do so,without prior written consent from Seller; (b) import, export, sell, transfer, service, store, or otherwise handle, distribute or useany Product, software, or documentation in any manner prohibited by applicable laws and regulations or contrary to any writtenwarning or instruction given by Seller with respect to such Product, its handling, storage or use (including without limitation thoseset forth in the Product documentation); or (c) make any representations or warranties on behalf of Seller as to the quality,merchantability, fitness for a particular use, or other features of the Products. Buyer and its Representatives shall comply with alllaws, regulations and governmental requirements necessary to export Products from the United States, to import Products intoany jurisdiction in which Buyer sells or distributes Products, and to sell, distribute, and/or use the Products in any jurisdiction,including any use, distribution or sale thereof as a component of Buyer or third party products. Buyer shall hold Seller harmlessfrom any and all liabilities, claims, losses, damages, and expenses (including without limitation reasonable attorneys’ fees andexpenses) arising out of Buyer’s breach of these terms and conditions.

With respect to bodily injury liability to third parties, each party shall be responsible in such proportion as12. Bodily Injury.reflects its relative fault for damages arising from or in any way related to the use or operation of Seller’s Products; provided,however, that Seller shall have no responsibility whatsoever for, and Buyer shall defend, indemnify, and hold harmless Sellerfrom and against all losses, liabilities, damages or injuries caused by or arising out of (1) the use, operation, storage, or serviceof any Product in violation of these Terms and Conditions, or (2) claims or damages associated with any non-Seller design,manufacture, or installation of any Product, or (3) any custom design, manufacture, or installation by Seller that is performedpursuant to Buyer’s specifications or designs. This Section states each party’s entire liability for bodily injury.

Neither party shall be liable for non-performance or delay in performance of any obligation (other than13. Force Majeure.payment of monetary sums due) to the extent caused by events or circumstances beyond such party’s reasonable control andwithout negligence on its part, provided that the party so affected shall use reasonable efforts to avoid or remove such causes ofnonperformance and shall continue performance with reasonable dispatch whenever such causes are removed. For delaysresulting from any such causes, performance shall be correspondingly extended.

Any amounts due to Seller that are not paid on the due date therefor shall14. Finance Charges and Collection Expenses.bear interest, from the date due until paid in full, at a rate equal to the lower of 1.5% per month or the highest legal rate,compounded monthly. If Seller deems it necessary or appropriate to refer an account to an agent or attorney for collection, allcosts and expenses of collection (including, without limitation, reasonable attorneys’ fees) will be charged to Buyer’s accountand will accrue interest at the rate stated above. Seller may set off against any sum otherwise due from Seller to Buyer or itsaffiliates any sums or amounts then due from Buyer and its affiliates to Seller and its affiliates.

Buyer is responsible for compliance with any laws, regulations and legal authorities applicable to15. Compliance with Laws.the purchase, export, import, transfer, sale or other disposition of the purchased Products, including all applicable U.S. exportcontrol laws and regulations, and shall not export, re-export, or otherwise transmit, directly or indirectly, any Product, software,technical data, or other materials received from Seller, or the direct products thereof, unless in full compliance with all applicablelaws and regulations, including obtaining any required export licenses. If Buyer requires Seller to export Products from the U.S.,Buyer will be responsible for providing all import certificates or other documents necessary to obtain any required exportlicenses.

For customers outside the United States: customer affirms that it, and each of its owners, directors,16. Inducement.employees, and every other person working on its behalf, has not and will not, in connection with the transactions contemplatedby this Agreement, or in connection with any other business transactions involving Company, make, offer, or promise to makeany payment, or transfer anything of value, directly or indirectly, (i) to any governmental official or employee (includingemployees of government-owned and government-controlled corporation and public international organizations), (ii) to anypolitical party, official of a political party or candidate, (iii) to any intermediary for payment to any of the foregoing, or (iv) to anyother person or entity if such payment or transfer would violate the laws of the country in which made or the laws of the UnitedStates. It is the intent of the parties that no payments or transfers of value shall be made that have the purpose or effect of publicor commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtainingbusiness or securing an improper advantage. This shall not, however, prohibit normal and customary business entertainment orthe giving of business mementos of nominal value to the extent not prohibited by applicable law.

For customers outside the United States: customer represents and warrants that no17. Connection to Government Officials.employee, officer, director, or direct or indirect owner is a government official, political party official or candidate, or an immediatefamily member of such an official or candidate. Customer shall immediately notify Company of any change, or any potentialbreach of the representations and warranties herein, and in such a case Company may immediately terminate this Agreement bywritten notice. For the purposes of this Section, “government official” means any officer or employee of any non-U.S.government, or any department, agency or instrumentality thereof, any government-owned or government-controlledcorporation, any public international organization, or any person acting in an official capacity for or on behalf of any suchgovernment or department, agency, instrumentality, corporation, or public international organization.

These Terms and Conditions and all transactions hereunder (including without limitation any disputes18. Governing Law.arising out of deliveries from Seller to Buyer) shall in all respects be governed by and interpreted and enforced in accordancewith the laws of the State of Delaware and the United States of America, without giving effect to any conflict of law provision thatwould cause the application of the laws of any other jurisdiction. To the extent the United Nations Convention on Contracts forThe International Sale of Goods could be applicable by operation of the laws of the United States or the State of Delaware,

3660 Quakerbridge RdTrenton, NJ 08619Tel: 609.587.9797Fax: 609.587.1970

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Seller and Buyer hereby opt out of the application of the Convention and any applicable international discovery and service ofprocess conventions shall not apply.

These Terms and Conditions may be amended or modified by Seller in whole or in part at any time by19. Miscellaneous.written notice. Seller’s rights and remedies herein are cumulative and in addition to all other rights and remedies available at lawor in equity. Failure to enforce any provision of these Terms and Conditions shall not be construed as a waiver of such provisionor any other provision nor of the right to enforce such provision. The invalidity, in whole or in part, of any provision hereof shallnot affect the remaining provisions. Any waiver or renunciation of a claim or right arising out of breach must be in writing andsigned by the injured party. Section headings herein are for convenience only, and may not be used in the interpretation hereof.Except as modified pursuant to this paragraph, these Terms and Conditions shall remain in effect for a period of five (5) yearsfollowing completion of the transactions to which these Terms and Conditions apply.

The section headings used herein are for convenience of reference only, and may not be used in the20. Headings.interpretation hereof.