Sales General Terms and Conditions

Latest Revision: June 2025

1. Acceptance of Terms

These General Sales Terms and Conditions ("Terms") apply to the sale, licensing, and delivery of Seller's products to the Customer, unless otherwise agreed in a Purchase Agreement, and only to the extent specified in such agreement. Upon acceptance of a "Purchase Agreement," these Terms become effective. A "Purchase Agreement" includes these Terms, all documents referenced herein or incorporated by reference, and all other documents and agreements expressly agreed upon by both parties for the provision of products by Seller to Customer, including but not limited to Seller's quotes/proposals, Statements of Work (SOW), product specifications, accompanying product documentation, End User License Agreements, Software as a Service Agreements, and Maintenance Agreements. "Seller" refers to X-Rite, Incorporated, X-Rite Europe GmbH, X-Rite GmbH, or any entity controlled by them that enters into a Purchase Agreement with the Customer. "Product" refers to the hardware, software (licensed or hosted), and any other goods and services provided by Seller to Customer under a Purchase Agreement. "Services" refers to training, installation, repair, maintenance, support, and any other services provided by Seller to Customer under a Purchase Agreement. Unless expressly stated otherwise in the Purchase Agreement, any other terms and conditions, including those appearing in Customer's purchase order documents, are inapplicable. Customer's acceptance of delivered Products constitutes acceptance of these Terms and the terms of any other executed documents. The person accepting these Terms on behalf of Customer expressly represents they have the authority to bind Customer. If Seller resells third-party products, including but not limited to third-party software, hardware, and/or services (collectively "Third-Party Products"), these Terms shall apply to the Purchase Agreement between Seller and Customer, except where applicable third-party terms (the "Third-Party Terms") govern. If a Purchase Agreement references Third-Party Terms, such Third-Party Terms shall apply and govern the procurement of the Third-Party Products. Such Third-Party Terms shall be deemed entered into directly between Customer and the applicable third party. Seller makes no representations or warranties regarding such Third-Party Products and assumes no liability to Customer.

2. Delivery

(a) Delivery Terms

The delivery terms under the Purchase Agreement are as follows, pursuant to Incoterms 2020:

• For orders excluding shipping: Free Carrier (FCA) at Seller's location. Title and risk transfer to Customer upon FCA delivery at Seller's location, as further provided in Section 6(c).
• For orders including shipping: Carriage Paid To (CPT) the agreed destination. Title and risk transfer to Customer upon loading onto the first carrier at Seller's location, as further provided in Section 6(c).
• Other methods as defined in the Purchase Agreement.

In the absence of any delivery terms specified in the Purchase Agreement, the applicable delivery term shall be FCA Seller's location (Incoterms 2020). Delivery of software and/or SaaS Products is deemed to occur upon Customer's download or access to the software or SaaS Products.

(b) Delivery Date

Seller will endeavor to deliver Products by the delivery date provided by Seller ("Delivery Date"). Seller will promptly notify Customer if it is unable to meet the Delivery Date due to Seller's fault. If Seller fails to meet the Delivery Date, Customer may request Seller to set a new delivery date, to be mutually agreed upon, or in the absence of agreement, at least 15 days from Customer's written request ("New Delivery Date"). Seller will pay any expedited shipping costs required to meet the New Delivery Date. If the Delivery Date is not met due to Seller's fault, Customer may cancel the Purchase Agreement for the delayed Products and any other undelivered Products purchased under the Purchase Agreement that would be unusable without the cancelled Products. Seller will refund any prepayments made by Customer related thereto.

(c) Customer Request for Delivery Deferral

If Customer, for its own reasons and not due to Seller's fault, wishes to defer an agreed Delivery Date or set a new delivery date, Seller will use reasonable efforts to deliver by the Customer's requested delivery date ("Customer Requested Delivery Date"), provided that Seller reserves the right to charge Customer a fixed fee of 5% of the Product price to accommodate Customer's request.

(d) Export Controls

Customer is responsible for complying with all applicable export and re-export restriction laws and regulations. Products shall not be exported or re-exported in violation of any applicable laws or regulations, including but not limited to those of the United States, the European Union, and the United Kingdom. Without limiting the foregoing, if any Product is defined as an export-controlled item under the export laws of the United States, the European Union, and the United Kingdom, Customer represents and warrants that it and the users of such Products are not residents of such countries, or located in an embargoed country, or that Customer and the users of such Products are not prohibited under applicable export laws from receiving or using the Product. Without limiting the foregoing, Customer shall not, directly or indirectly, sell, export, or re-export to the Russian Federation any goods provided under or in connection with any Purchase Agreement that fall within the scope of Article 12g of Council Regulation (EU) No. 833/2014, or make such goods available for use in the Russian Federation. Any violation of the obligations in this Section 2(d) shall constitute a material breach of the terms of the applicable Purchase Order. Customer shall promptly notify Seller of any such breach and cooperate with Seller's inquiries on a commercially reasonable basis.

(e) Product Design Changes

Seller reserves the right to change or modify the design or construction of Products prior to delivery, provided that such changes or modifications do not materially affect the form or function of the Products.

3. Software

Customer is granted a license to use all software products, including but not limited to software embedded in Seller's hardware and any updates and upgrades to the software. All such software products shall be subject to Seller's End User License Agreement ("EULA") provided with the software or otherwise available at www.xrite.com/page/terms-conditions. For hosted software services (Software as a Service), the applicable terms shall be the Seller's Software Services Agreement provided with these Terms and Conditions or otherwise available at www.xrite.com/page/terms-conditions ("SaaS Agreement"). In the event of any conflict, the EULA or SaaS Agreement shall prevail over the terms in this document.

4. Installation; Service Maintenance Plan; Training; User Manuals

(a) Installation and Training

Seller will provide installation, application, and training services as specified within the scope of the Purchase Agreement.

(b) Maintenance and Support

If the Purchase Agreement includes the provision of product maintenance and support services, Seller shall provide such product maintenance and support services in accordance with the terms and conditions of Seller's Service Maintenance Plan attached hereto or available at www.xrite.com/page/terms-conditions ("Maintenance Agreement"), as well as any additional terms specified in the Purchase Agreement. If a hardware product covered by maintenance services is relocated to another location, Customer may relocate it without forfeiting its maintenance and support service rights, and Seller shall have the right to charge Customer for the disassembly, packaging, and reinstallation of the Product at Seller's then-current rates. If, as a result of these activities, the Product is no longer in good working order, Seller shall have the right to terminate the maintenance and support service relationship with respect to the affected Product, or, at Customer's request, perform necessary repairs at Seller's then-current time and materials rates.

(c) User Manuals and Documentation

Seller will provide user manuals and other product documentation ("Documentation") specified in the Purchase Agreement that are necessary for Customer's safe and proper use of the Product. Customer shall comply with, and ensure that all its users comply with, all instructions and restrictions in any Documentation.

(d) Training Scheduling and Billing

Unless otherwise expressly provided in the Purchase Agreement, particularly concerning the purchase of on-site and remote training, Customer agrees to be billed immediately upon (i) acceptance of the Purchase Agreement or (ii) shipment of other Products under the Purchase Agreement (whichever occurs first) ("Billing Date"), and such charges are non-refundable. All such on-site and remote training must be scheduled and completed within 12 months from the Billing Date. If such training is not scheduled and completed before the expiration of the aforementioned 12-month period, Seller shall have no obligation to provide such training. As the purchaser of such training, Customer agrees to cooperate with Seller's dedicated training personnel and coordination team to schedule the training within the aforementioned 12-month period.

5. Product Acceptance; Testing

(a) General Acceptance Criteria

Customer shall inspect Products for obvious defects upon delivery and accept Products that substantially conform to their specifications.

(b) Acceptance Without Seller Installation

If Seller's installation services are not included in the Purchase Agreement, Products shall be deemed accepted upon the earliest of the following to occur: (i) Customer's confirmation of acceptance; (ii) within five (5) business days after delivery to Customer, unless Customer provides Seller with reasonable written notice of rejection, including a detailed description of the discovered defects ("Rejection Notice"), within such period; or (iii) Customer's commercial use of the Products.

(c) Acceptance With Seller Installation

If Seller's installation services are included in the Purchase Agreement, upon installation, Seller will test the Products to confirm they are defect-free and substantially conform to all applicable technical specifications published by Seller or agreed to in writing by Seller ("Specifications") ("Testing"). Upon successful completion of Testing, Seller will submit a confirmation form indicating successful completion of Testing and requesting product acceptance ("COI," "Completion of Installation Form," or any similar document, collectively the "Acceptance Form"). Products shall be deemed accepted upon the earliest of the following to occur: (i) Customer's confirmation of acceptance; (ii) within five (5) business days after delivery of the Acceptance Form, unless Customer provides Seller with reasonable written notice of rejection within such time period; or (iii) Customer's commercial use of the Products.

(d) Rejection and Cure

Products may be rejected only if they substantially fail to conform to their Specifications; minor deviations shall not preclude acceptance. If Customer provides Seller with a Rejection Notice, Seller shall promptly cure any substantial non-conformities for Customer at no charge, and the acceptance process shall be repeated until successful completion. If the affected Products fail to substantially meet their Specifications after three (3) cure attempts due to Seller's fault, Customer may either: (i) accept the affected Products "as is" at an adjusted purchase price agreed upon by the parties at that time; or (ii) return the affected Products to Seller for a refund of the purchase price paid.

6. Price, Invoice, and Payment

(a) Pricing Basis and Taxes

Purchase prices are based on FCA or CPT quotes as set forth in Section 2 or other quoted methods within the Purchase Agreement. Pursuant to the applicable Incoterms, the Purchase Price does not include freight, taxes, duties, and any special delivery requirements, except for CPT shipping which includes freight. Customer shall be responsible for all taxes except for Seller's income taxes. Customer agrees to pay all taxes and duties applicable to or arising from the import or transfer of software or licenses into any country or geographic region where the software or licenses may be used, and agrees to indemnify and hold Seller, its officers, agents, and employees (the "Indemnitees") harmless from any claims, suits, and proceedings and any costs, penalties, and expenses incurred by reason of Indemnitees' failure to pay such taxes or duties. Costs for any certificate of origin, legalization fees, consular invoices, and similar items shall be borne by Customer. If, under tax laws or similar provisions, Customer is required to withhold or deduct any portion of any payment otherwise due to Seller under a Purchase Agreement, Customer may deduct such withholding taxes from its payments to Seller, provided Customer promptly furnishes Seller with any formal receipts or other necessary documentation of such withholding taxes to enable Seller to claim foreign tax credits. Customer shall use commercially reasonable efforts to minimize such payments to the extent permitted by applicable tax treaties, and Customer shall indemnify Seller for any losses or expenses incurred by Seller due to Customer's failure to make such withholdings or deductions as required.

(b) Electronic Invoicing

Seller reserves the right to use electronic invoicing, and Customer agrees to the use of such electronic invoicing methods. If electronic invoicing is used, Customer shall be responsible for providing Seller with the correct electronic invoice delivery address. Electronic invoices shall be deemed received on the date of sending.

(c) Retention of Title and Security Interest

If the Purchase Agreement provides for deferred payment, title to all tangible Products under the Purchase Agreement shall remain with Seller until Seller receives all payments due. Customer is responsible for executing and delivering all necessary documents and/or instruments to perfect Seller's title claim under the foregoing terms. Upon full payment, Seller will cooperate with Customer in taking necessary actions to transfer title to Customer. Seller further reserves the right to establish a security interest in all Products delivered to Customer as security for the payment of all amounts due under the applicable Purchase Agreement.

(d) Payment Terms and Late Fees

Unless otherwise agreed in the Purchase Agreement and subject to Seller's deferred payment approval, Customer shall pay for invoiced charges within 15 days from the invoice date. Payment shall be made in the same currency as set forth on the invoice. All taxes shall be indicated on the invoice. If Customer defaults on any payment due under the Purchase Agreement, Seller reserves the right to declare any unpaid amounts immediately due and payable under the corresponding Purchase Agreement and/or to charge Customer late fees at the rate prescribed by applicable law (or, in the absence of applicable law, at a rate of 1.5% per month).

(e) Invoicing Timing

Unless otherwise agreed in the Purchase Agreement, Seller will invoice Customer for 100% of the purchase price upon shipment.

(f) Price Adjustments

All prices are fixed from the date of Seller's shipment of the Products. Prior to this date, prices proposed by Seller are indicative and subject to change; Customer understands and acknowledges that in order to provide competitive pricing, Seller reserves the right to increase prior prices based on Seller's experience or due to increased costs of labor, materials, and/or components used in the manufacture or supply of the Products. In such cases, Customer agrees that Seller may increase prices based on the inflation rate reflected in the U.S. Consumer Price Index (CPI), or charge Customer for actual cost increases if Seller can demonstrate actual cost increases to a higher degree. Seller shall notify Customer of any such price increases. For perpetual software license purchases (as further described in the applicable EULA or Purchase Agreement), Seller reserves the right to provide Customer with a temporary license first, which will expire after a predetermined period until all fees are paid in full, at which time Seller will provide the perpetual license. For software license purchases based on a renewable term (i.e., "Subscription-based Licenses" or "Term Licenses" as further described in the applicable EULA or Purchase Agreement), Seller reserves the right to modify the prices for such subscription-based licenses prior to the effectiveness of any renewal, provided that such new prices are communicated to Customer at least thirty (30) days prior to the applicable renewal date. If Customer does not agree to such price changes, Customer may terminate the affected license in accordance with the EULA terms.

(g) Invoice Disputes

Customer must notify Seller of any disputes concerning an invoice within 15 days of the invoice date. If Customer provides written notice of a dispute within such period, detailing the grounds for the dispute with reasonable detail, the parties shall use their best efforts to resolve the dispute within ten (10) days of receiving Customer's notice. No offset or deduction shall be made from amounts due by Customer on account of any claims, present or future, which Customer may have against Seller.

(h) Breach and Remedies

Without prejudice to any other remedies available (including but not limited to the rights of suspension and termination provided in this document, the EULA, the SaaS Agreement, or the Maintenance Agreement), if either party materially breaches any Purchase Agreement and fails to cure such breach within 10 days of receiving written notice thereof, or if a party becomes bankrupt, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, has a receiver appointed for its assets, becomes insolvent, or makes a general assignment for the benefit of creditors, the other party may immediately: (i) terminate all affected Purchase Agreements; or (ii) suspend performance of the affected Purchase Agreements until the breaching party has cured any such breach.

(i) Trade-in of Products

In the event the Purchase Agreement includes a trade-in of existing software or hardware products, Customer shall deliver such product to Seller DDP Seller's designated facility (Incoterms 2020), and such product shall be in the same condition and working order as it was at the time of signing the Purchase Agreement. Title to such product shall transfer to Seller upon signing the Purchase Agreement. Risk of loss shall transfer to Seller upon delivery to Seller.

7. Intellectual Property

Each party retains all rights, title, and interest in and to its respective trade secrets, inventions, copyrights, and other intellectual property. Customer does not acquire any ownership interest in any intellectual property provided to it as part of the supply of Products, including any Seller software licensed or made accessible to Customer. Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed on any Product or other materials provided by Seller. Seller may incorporate any comments, feedback, or other suggestions provided by Customer into its products without royalty and without creating any intellectual property for Customer in Seller's intellectual property. Customer acknowledges and agrees that Seller may collect processing data related to Customer's use of the Products, and hereby grants Seller a perpetual, worldwide, irrevocable, royalty-free license, with the right to sublicense, to (i) use the processing data in any manner, including for diagnostics, trend identification, research, development, and providing services to Customer and others, (ii) compile and distribute reports and analyses of the processing data, (iii) distribute and disclose the processing data, and (iv) grant third parties the right to use and analyze such data. "Processing Data" means all information collected by Seller or accessible by Seller relating to Customer's use of the Products. Processing Data includes, without limitation, results generated through the use of the Products. Processing Data will be anonymized or aggregated so that Customer is not identified as the original provider of the data.

8. Personal Data

Seller's Privacy Policy ("Privacy Policy") is posted on Seller's website at www.xrite.com. Seller may modify its Privacy Policy from time to time in its sole discretion without prior notice, and incorporates the Privacy Policy herein by reference. Buyer acknowledges that it has read and understands the Privacy Policy. Seller takes all reasonable measures to comply with all applicable privacy, cybersecurity, and data protection laws, including the General Data Protection Regulation ("GDPR"). If Seller collects or otherwise processes any personal data as defined by applicable data privacy laws in the performance of its obligations under the Purchase Agreement, it shall comply with applicable data protection laws and regulations. As a data controller (as defined by GDPR), Seller will process personal data solely in accordance with its Privacy Policy and/or specific terms agreed upon as part of the Purchase Agreement or a separate agreement entered into with Buyer. While Seller does not intend to transfer personal data to third countries or internal organizations, it may be necessary to do so from time to time. All transfers of personal data will be conducted in accordance with the Privacy Policy and/or specific terms agreed upon as part of the Purchase Agreement and/or a separate agreement entered into with Buyer. Data subjects (as defined by GDPR) may exercise their rights to access and rectify personal data by contacting Seller at privacy@veralto.com or by sending correspondence to: Xrite, Privacy Office, 4300 44th Street SE, Grand Rapids MI 49512 USA.

9. Warranty

Seller warrants that hardware products conform to its standard warranty policy attached hereto or available at www.xrite.com/page/terms-conditions. Seller warrants that software products conform to the terms of the EULA accompanying the software products (attached hereto or available at www.xrite.com/termsandconditions). These warranties are exclusive and in lieu of all other warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

In no event shall Seller be liable for any indirect, consequential, special, incidental, or punitive damages, lost profits, or third-party claims arising out of or related to the Purchase Agreement. Seller's maximum aggregate liability for all claims under any Purchase Agreement, whether based on legal theory or otherwise, shall not exceed the total contract amount paid by Customer to Seller for the products giving rise to the dispute. Seller's liability for any claimed loss or damage (whether arising from breach of warranty, breach of contract, or otherwise) shall be limited to direct losses and shall be limited to actual direct losses incurred. The foregoing shall apply to the maximum extent permitted by applicable law and shall not exclude or limit Seller's, its employees', or agents' liability for fraud or fraudulent misrepresentation, or for willful or gross negligence.

11. Confidential Information

Customer acknowledges that in the course of its business dealings with Seller, Customer may come into possession of information not generally known to the public, which shall be deemed Seller's confidential or proprietary information ("Confidential Information"). Confidential Information includes, but is not limited to, any Purchase Agreement, Seller's pricing, and all competitive, sensitive, or secret business, marketing, and technical information disclosed by Seller to Customer. Customer agrees that upon learning of such Confidential Information, Customer shall: (i) use commercially reasonable efforts to protect the Confidential Information from unauthorized disclosure; (ii) not disclose the Confidential Information to any third party; and (iii) not use the Confidential Information for any purpose other than as authorized by these Terms, without the prior written consent of the other party. Within five (5) business days of Seller's request, or upon termination of the Purchase Agreement, Customer shall return to Seller or destroy all materials containing any Confidential Information. Confidential Information does not include information that: (i) is evidenced in writing to have been known by Customer prior to Seller's disclosure without obligation of confidentiality; (ii) becomes publicly known through no breach of this Purchase Agreement or other wrongful act of Customer; (iii) is lawfully obtained from a third party without breach of any confidentiality obligation; (iv) is authorized for release by Seller in writing; or (v) is required to be disclosed by order of a court or governmental agency, provided that Seller is given notice of the order and an opportunity to object to such disclosure to the extent permitted by law. The obligations set forth in this document shall have a duration of five (5) years from the date of disclosure of the relevant Confidential Information; provided, however, that any information that is deemed a trade secret shall remain confidential indefinitely. Any specific confidentiality agreement entered into by the parties with respect to the subject matter of a Purchase Agreement shall prevail over this Section 11.

12. Miscellaneous

(a) Customer Obligations for Product Supply

The parties acknowledge and agree that Seller shall only be able to supply the Products if Customer has fulfilled all of its obligations under the Purchase Agreement, including, where applicable, providing timely and adequate access to the installation site, providing an installation site that conforms to the requirements set forth in the Purchase Agreement, or as otherwise advised by Seller to Customer, and providing the necessary resources that Customer typically should provide, including but not limited to adequate power, light, ventilation, electrical current/outlets, water, and internet connectivity, and any other assistance as may be specified in the Purchase Order or reasonably requested by Seller.

(b) Conflicts and Amendments

If there is any conflict between these Terms and any other Purchase Agreement, the other Purchase Agreement shall prevail. Any modification to a Purchase Agreement must be in writing and signed by both parties.

(c) Assignment and Subcontracting

Customer may not assign or otherwise transfer any of its rights, interests, or obligations under a Purchase Agreement without Seller's prior written consent. Any assignment not in accordance with this section shall be void. Seller may assign any of its rights and obligations under any Purchase Agreement with Customer to any existing or future affiliate and/or any third party involved in a merger, acquisition, or sale of assets, provided that (i) the applicable affiliate or third party agrees to comply with this provision, and (ii) Customer is provided notice of such assignment within a reasonable period following such assignment; Seller may subcontract the performance of any of its obligations under a Purchase Agreement to any existing or future affiliate and/or any third-party subcontractor, provided that Seller shall remain liable for the performance of such subcontractor under the terms of the Purchase Agreement.

(d) Waiver

The failure of either party to strictly enforce any term or condition of any Purchase Agreement shall not be deemed a waiver of any of its rights. If any term is determined to be invalid or unenforceable in any respect, the remaining provisions of the Terms and Conditions shall not be affected thereby, and the invalid, void, or unenforceable term shall be replaced by a term that is valid, enforceable, and most closely reflects the commercial intent of the affected term.

(e) Survival of Provisions

The termination or expiration of any Purchase Agreement shall not affect the continued effectiveness of any provisions that expressly or by implication are intended to survive the termination or expiration of any Purchase Agreement.

(f) Force Majeure

Neither party shall be liable for any delay or failure to perform under this Agreement resulting from acts or events beyond its reasonable control, including but not limited to acts of God, war, third-party strikes, power outages, floods, earthquakes, pandemics, natural disasters, or similar events ("Force Majeure Event"). If either party is unable to perform any of its obligations under this Agreement due to a Force Majeure Event, the affected party shall promptly notify the other party and shall use all reasonable efforts to resume performance.

(g) Governing Law and Jurisdiction

All disputes arising out of or in connection with any Purchase Agreement shall be governed by and interpreted in accordance with the laws of the Seller's country and state or other applicable jurisdiction, without regard to its conflict of law principles. The parties hereby consent to the exclusive jurisdiction of the courts of the Seller's country and state or other applicable geographical region to hear and determine any dispute arising out of or in connection with any Purchase Agreement or the Products delivered by Seller. Notwithstanding the foregoing, Seller may elect to bring suit in Customer's jurisdiction to collect monetary debts or to protect or enforce intellectual property rights related to monetary debts. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to any Purchase Agreement.

(h) Relationship of Parties

All Purchase Agreements between the parties (including these Terms) are entered into by the parties knowingly and with full knowledge of the facts. The parties expressly agree that the terms entered into as part of a Purchase Agreement reflect a balanced legal relationship between the parties based on their general economic objectives, general commercial practices, and the scope of the specific products involved in these contracts. The relationship of the parties is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party shall be solely responsible for paying all wages due to its employees and all employment-related taxes.