Prices for the Product are set forth in the Seller’s website, at www.walabot.com. All prices are exclusive of insurance, duties and other charges related thereto. All prices are also exclusive of shipping costs unless otherwise noted on the Seller’s website. Such charges when applicable will appear as separate additional items on the quotation and invoice. Unless otherwise specified by the Seller in writing, payment terms are in United States Dollars, upon the purchase of the Product. The Seller, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. Even after the Seller’s acceptance of an order, shipments or deliveries will, at all times, be subject to the Seller’s approval and the Seller may at any time decline to make any shipments or deliveries until receipt of payment or upon additional terms and conditions or security are satisfactory to the Seller. The buyer shall not have the right to any set-off with respect to any due payment. The Seller reserves the right to declare all sums immediately due and payable hereunder for any breach of these Terms including, without limitation, failure to comply with credit terms. 3. TAXES All amounts paid hereunder are net and exclusive of any taxes, including value added tax, sales tax or withholding tax, all of which shall be the responsibility of the Buyer. 4. TITLE AND DELIVERY Title and the risk of loss or damage to the Product shall pass to the Buyer upon delivery of Product to a common carrier at the Seller’s shipment facility, carrier acting as the Buyer agent. The Seller may choose the method of shipment in its discretion. If the Buyer delays shipment, any Products held for the Buyer during any such delay shall be at the Buyer’s risk and expense. The Seller shall make commercially reasonable efforts to meet the date(s) quoted or acknowledged; however, the Buyer understands that delivery is dependent on third parties which are outside the Seller’s control and thus, in no event will the Seller be liable for any delays. In the event of any such delay, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay. In the event that the Seller for any reason, has insufficient supplies of Product to meet future demand or accepted offers, the Seller shall contact the Buyer within a reasonable time and offer the Buyer to either: (i) cancel the order in which case the Seller shall refund the Buyer all amounts paid; or (ii) wait until the Seller has the Product in stock in which case the Buyer shall deliver the Product to the Buyer once in stock (and hold the Buyer’s payment). 5. RESTRICTIONS Except as explicitly provided in these Terms or expressly permitted by applicable law, the Seller does not permit or authorize distributors, end users or any other third party to: (a) disassemble or reverse engineer the Product, including the Software; (b) copy, modify, enhance or otherwise create derivative works of the Product; (c) tamper with any security features of the Product; or (d) remove any notices (including copyright or patent notices) from the Product. The Buyer represents and warrants that no Product will be used, made available for use, or diverted to use in any activities relating to the construction, design, development, fabrication, maintenance, operation, stockpiling, testing or use of: (i) nuclear weapons or nuclear explosive devices, or facilities or components of facilities for chemical processing of irradiated special nuclear or source material, heavy water production, separation of isotopes of source and special nuclear material, or fabrication of nuclear reactor fuel containing plutonium, or safeguarded or unsafeguarded nuclear facilities; (ii) maritime nuclear propulsion projects including any machinery, devices, components or equipment specifically developed or designed for use in such plants or facilities; (iii) chemical or biological weapons, or their precursors, or any other weapons of mass destruction; (iv) rocket systems or ballistic missile systems or any other weapon whatsoever; or (v) any other activities or uses which do not comply with applicable laws. The Buyer further represents and warrants that the Product will be used, made available for use, or diverted only to territories which are covered by the regulatory approval of the country of shipment. The Buyer represents and warrants that the Product or the underlying intellectual property rights will not be made available: (1) to persons or entities that commit, threaten to commit or support terrorism; or (2) to the following countries: North Korea, Iran, Syria, Lebanon, Cuba, Iraq, Libya and the Palestinian Authority without the prior written consent of the Seller.