Standard Terms & Conditions of Quotation and Sale:

 

TERMS & CONDITIONS OF QUOTATION

BUYER’S OFFER RESULTING FROM SELLER’S QUOTATION IS EXPRESSLY CONDITIONED
UPON BUYER’S ASSENT TO SELLER’S STANDARD TERMS AND CONDITIONS PRINTED
BELOW. ALL ORDERS WILL BE SUBJECT TO ACCEPTANCE ON SELLER’S STANDARD
SALES ORDER ACKNOWLEDGEMENT FORM BY SELLER AT SELLER’S APPROPRIATE
ORDER ENTRY LOCATION.

TERMS & CONDITIONS OF SALE

ACCEPTANCE OF BUYER’S ORDER IS CONDITIONAL ON BUYER’S ASSENT TO THE TERMS
AND CONDITIONS PRINTED BELOW. IF BUYER OBJECTS TO ANY TERMS BELOW, SUCH
OBJECTION MUST BE IN WRITING AND DELIVERED TO SELLER WITHIN A REASONABLE
TIME, NOT TO EXCEED TEN (10) DAYS OF RECEIPT OF THIS DOCUMENT. FAILURE TO
MAKE SUCH A TIMELY EXCEPTION, OR ACCEPTANCE BY BUYER OF ANY GOODS
DELIVERED BY SELLER HEREUNDER, SHALL BE CONCLUSIVELY DEEMED ASSENT TO
THE TERMS AND CONDITIONS BELOW. SELLER’S FAILURE TO OBJECT TO PROVISIONS
CONTAINED IN ANY COMMUNICATION FROM BUYER WILL NOT BE A WAIVER OF THE
PROVISIONS HEREOF.

GENERAL PROVISIONS

1) Taxes

Prices do not include any taxes, now or hereafter enacted, applicable to the goods sold on this
transaction. Taxes will be added by Seller to the sales price where Seller invoices the same to
comply with law, and will be paid by Buyer unless Buyer provides Seller with a proper tax
exemption certificate.

2) Prices, Releases and Setoff

Prices apply only if the quantity ordered hereunder is released for shipment within twelve
(12) months (or longer if mutually agreed to in writing) from the date of Seller’s receipt of
Sensata Technologies Standard Terms & Conditions of Quotation and Sale 4/5/2007 2 of 8
Buyer’s order. Otherwise, Seller’s standard price in effect at time of release shall apply to
quantity shipped and Buyer shall pay the difference in price, if any, and Seller has the right to
terminate this contract. In such event, Buyer is liable for termination charges as set forth in
Paragraph 15a.

Buyer grants to Seller the right at any time during the course of this contract to revise prices
hereunder by Seller giving to Buyer written notice, such revised prices to apply to all goods
thereafter shipped.

If Buyer provides written objection within ten (10) days following notice of a price change
established by Seller, Seller shall have the option of terminating this contract with no liability
to Seller.

Buyer waives any rights of setoff, except with respect to its claims against Seller which arise
from transactions with the division at the address shown on the face hereof.

3) Title and Delivery

All shipments of goods shall be delivered F.O.B. Seller’s plant, and title and liability for loss or
damage thereto shall pass to Buyer upon Seller’s delivery of the goods to a carrier for
shipment to Buyer, and any loss or damage thereafter shall not relieve Buyer from any
obligation hereunder. Buyer shall be liable for costs of insurance and transportation and for
all import duties, taxes and any other expenses incurred or licenses or clearance required at
port of entry and destination.
Seller may deliver goods in installments. Shipping dates are approximate only. Seller shall not
be liable for any loss or expense, whether by way of contract or tort, (consequential or
otherwise) incurred by Buyer if Seller fails to meet the specified estimated delivery schedule
because of unavoidable production or other delays.
All provisions of Paragraph 3 apply to both domestic and international shipments, except that
title to goods shipped outside the U.S. shall pass at the point of destination; risk of loss or
damage and all expenses associated with goods shipped outside the U.S. shall be the
responsibility of the Buyer. Notwithstanding any other provisions of Paragraph 3 to the
contrary, if Buyer is an international subsidiary of Seller, title shall pass at the point of
destination and Seller shall be liable for loss or damage to such goods until receipt by Buyer at
point of destination.

4) Quantities

Any variation in quantities shipped over or under the quantities ordered (not to exceed 10%)
shall constitute compliance with Buyer’s order and the stated unit price will continue to
apply.

5) Terms and Method of Payment

Where Seller has extended credit to Buyer, terms of payment shall be net thirty (30) days
from date of invoice. The amount of credit or terms of payment may be changed, or credit
withdrawn by Seller at any time. If the goods are delivered in installments, Buyer shall pay
Sensata Technologies Standard Terms & Conditions of Quotation and Sale 4/5/2007 3 of 8
separately for each installment. Payment shall be made for the goods without regard to
whether Buyer has made or may make any inspection of the goods. If shipments are delayed
by Buyer, payments are due from the date when Seller is prepared to make shipments. Goods
held for Buyer are at Buyer’s risk and expense.

6) Contingencies and Force Majeure

Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part,
caused by the occurrence of any contingency beyond the control either of Seller or Seller’s
suppliers, including, but not limited to, war (whether an actual declaration thereof is made or
not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy,
failure or delay in transportation, act of any government or any agency or subdivision thereof,
judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God,
shortage of labor, fuel, raw material or machinery or technical failure where Seller has
exercised ordinary care in the prevention thereof. Seller may allocate production and
deliveries among Seller’s customers.

7) Substitutions and Modifications of Goods

Seller may modify the specifications of goods designed by Seller, and substitute goods
manufactured to such modified specifications for those specified herein, provided such goods
substantially conform to this contract. Where Buyer orders goods subject to military
specifications, Buyer agrees that Seller may supply goods which conform with the most
current version or revision of the applicable military specifications.

8) Legal Compliance

Buyer, at all times, shall comply with all applicable federal, state and local laws and
regulations. Export of the products covered by this quotation or acknowledgment may be
subject to export license control by the U.S. government. It is Buyer’s responsibility to obtain
any licenses which may be required under the applicable laws of the U.S. including the Export
Administration Act and regulations promulgated thereunder.

9) Changes

Any notice or instruction from the Buyer received subsequent to Seller’s acknowledgment,
including supplementary information contained in a confirming purchase order, which has
the effect of changing the specifications, scope of work, or other terms, will be effective only
upon an appropriate adjustment in the price and/or delivery date, and acceptance of any
change by Seller in writing.

10) Limited Warranty

THE FOLLOWING IS IN LIEU OF ALL WARRANTIES EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY
OBLIGATION ON THE PART OF SELLER.
Seller, except as otherwise hereinafter provided, warrants the goods against faulty
workmanship or the use of defective materials, and that such goods will conform to Seller’s
written specifications, drawings, and other descriptions for a period set forth in the schedule
below. Seller warrants that at the time of delivery Seller has title to the goods free and clear of
any and all liens and encumbrances. These warranties are the only warranties made by Seller
Sensata Technologies Standard Terms & Conditions of Quotation and Sale 4/5/2007 4 of 8
and can be amended only by a written instrument signed by an officer of Seller.
Seller’s warranties shall be for the following periods:
Electrical and mechanical controls and protective devices – eighteen (18) months from the
date of shipment or twelve (12) months from the date of resale by Buyer to Buyer’s customers,
whichever is first to expire. This includes, without limitation, thermostats, motor controls,
thermal controls, circuit breakers, thermal switches, pressure switches and various sensors
including position sensors, chemical sensors, acceleration sensors and other similar products.
Interconnection products – twelve (12) months from the date of shipment. This includes,
without limitation, test sockets and other similar products.
Continued use or possession of goods after expiration of the applicable warranty period stated
above shall be conclusive evidence that the warranty is fulfilled to the full satisfaction of
Buyer. Seller makes no warranty as to experimental or developmental goods or goods not
manufactured by Seller, provided that as to goods not manufactured by Seller, Seller, to the
extent permitted by Seller’s contact with its supplier shall assign to Buyer any rights Seller
may have under any warranty of the supplier thereof.
Seller’s warranties as hereinabove set forth shall not be enlarged, diminished or affected by,
and no obligation or liability shall arise or grow out of Seller’s rendering of technical advice or
service in connection with Buyer’s order of the goods furnished hereunder.

11) Product Application Indemnity

Buyer agrees to indemnify and hold harmless Seller for all claims, whether arising in tort or
contract, against Buyer and/or Seller, including Attorney’s fees, expenses and costs, arising
out of the application of Seller’s products to Buyer’s designs and/or products, or Seller’s
assistance in the application of Seller’s products.

12) Exclusive Remedies

If the goods furnished by Seller fail to conform to Seller’s exclusive limited warranty, Seller’s
sole and exclusive liability shall be (at Seller’s option) to repair, replace or credit Buyer’s
account for any such goods which are returned by Buyer during the applicable warranty
period set forth above, provided that (i) Seller is promptly notified in writing upon discovery
by Buyer that such goods failed to conform to this contract with a detailed explanation of any
alleged deficiencies, (ii) such goods are returned to Seller, F.O.B. Seller’s plant, and (iii)
Seller’s examination of such goods shall disclose to Seller’s satisfaction that such alleged
deficiencies actually exist and were not caused by accident, misuse, neglect, alteration,
improper installation, unauthorized repair or improper testing. If such goods are non
conforming, Seller shall reimburse Buyer for the transportation charges paid by Buyer for
such goods. If Seller elects to repair or replace such goods, Seller shall have a reasonable time
to make such repairs or replace such goods.
THIS IS THE SELLER’S ONLY LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY
CLAIM, WHETHER ARISING IN TORT OR CONTRACT, AND IN NO EVENT SHALL
Sensata Technologies Standard Terms & Conditions of Quotation and Sale 4/5/2007 5 of 8
SELLER BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

13) Acceptance of Product

Acceptance shall be presumed conclusively to have occurred thirty (30) days following
delivery of product to Buyer, unless Buyer has accepted the product prior to that date.

14) Patents

Seller shall defend any suit or proceeding brought against Buyer insofar as such suit or
proceeding is based on a claim that any goods manufactured and supplied by Seller to Buyer
constitute direct infringement of any duly issued United States patent and Seller shall pay all
damages and costs finally awarded therein against Buyer, provided that the Seller is promptly
informed and furnished a copy of each communication, notice or other action relating to the
alleged infringement and is given authority, information and assistance (at Seller’s expense)
necessary to defend or settle said suit or proceeding. Seller shall not be obligated to defend or
be liable for costs and damages if the infringement arises out of compliance with Buyer’s
specification(s), or from a combination with, an addition to, or a modification of the goods
after delivery by Seller, or from use of the goods, or any part thereof, in the practice of a
process. Seller’s obligations hereunder shall not apply to any infringement occurring after
Buyer has received notice of such suit or proceeding alleging the infringement unless Seller
has given written permission for such continuing infringement.
If any goods manufactured and supplied by Seller to Buyer shall be held to infringe any
United States patent and Buyer shall be enjoined from using the same, Seller will exert its
reasonable efforts, at its option and at its expense, (i) to procure for Buyer the right to use
such goods free of any liability for patent infringement or (ii) to replace such goods with a
non-infringing substitute otherwise complying substantially with all requirements of this
contract or (iii) refund the purchase price and the transportation costs of such goods.
If the infringement by Buyer is alleged prior to completion of delivery of the goods under this
contract, Seller may decline to make further shipments without being in breach of this
contract, and provided Seller has not been enjoined from selling said goods to Buyer, Seller
agrees to supply said goods to Buyer, at Buyer’s option, whereupon the patent indemnity
obligation herein stated with respect to Seller shall reciprocally apply with respect to Buyer.
If any suit or proceeding is brought against Seller based on a claim that the goods
manufactured by Seller in compliance with Buyer’s specifications and supplied to Buyer
directly infringe any duly issued United States patent, then the patent indemnity obligations
herein stated with respect to Seller shall reciprocally apply with respect to Buyer.
The sale by Seller of the items ordered hereunder does not grant or convey or confer upon
Buyer or Buyer’s customers, or upon anyone claiming under Buyer, a license, express or
implied, under any patent rights of Seller covering or relating to any combination, machine or
process in which said item might be or are used.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR
Sensata Technologies Standard Terms & Conditions of Quotation and Sale 4/5/2007 6 of 8
PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED
OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL SELLER BE LIABLE
FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

15) Termination and Cancellation

a. Buyer may terminate this contract in whole, or from time to time, in part, upon thirty
(30) days advance written notice to Seller. In such event, Buyer shall be liable for
termination charges which shall include: a price adjustment based on the quantity of
goods actually delivered and all cost, direct and indirect, incurred and committed for this
contract; together with a reasonable allowance for prorated expenses and anticipated
profits.
b. If, in Seller’s judgment, the Buyer’s financial condition does not justify the terms of
payment specified, Seller may cancel this contract unless Buyer shall immediately pay for
all goods which have been delivered and pay in advance for all goods prior to delivery.

16) Non-Waiver of Default and Collection Rights

In the event of any default by Buyer, Seller may invoke any remedy provided by law or by the
terms herein stated, and may decline to make further shipments. If Seller elects to continue to
make shipments, Seller’s actions shall not constitute a waiver of any default by Buyer or in
any way affect Seller’s legal remedies for any such default.
In the event Seller resorts to a third party or to litigation in order to collect amounts due
Seller, Buyer agrees to pay costs of collection for amount owed to Seller, including, but not
limited to, attorney’s fees, court costs, and interest in the amount of 1% per month (12% per
annum), from the date the amount is due.

17) Applicable Law and Forum

The validity, performance and construction of this contract shall be governed by the laws of
the state in which Seller resides, as shown on the face hereof and such state shall be the only
jurisdiction in which any suit may be brought against Seller regarding any dispute arising out
of this transaction.

18) U.S. Government Contracts

If the goods to be furnished under this contract are to be used in the performance of a U.S.
Government contract or subcontract, and a U.S. Government contract number shall appear
on Buyer’s purchase order, those clauses of the applicable U.S. Government procurement
regulations which are required by Federal Statute to be included in U.S. Government
subcontracts are incorporated herein by reference.

19) Assignment

This contract is binding upon and inures to the benefit of the parties and the successors and
assigns of the entire business and goodwill of Buyer, or of that part of the business used in the
performance of this contract, but shall not be otherwise assignable, without the prior consent
of Seller.
Sensata Technologies Standard Terms & Conditions of Quotation and Sale 4/5/2007 7 of 8

20) Affidavits and Certificates

No certificates of compliance, conformance, or chemical analysis shall be provided unless
Buyer’s detailed requirements are stated on the face of the Buyer’s order. Seller reserves the
right to charge an additional fee for any such certificate.

21) Sizes, Tolerances, Inspection and Samples

Quotations are preferably made on the basis of Buyer’s prints. When quotations are made on
the basis of samples or otherwise, the dimensions on which the quotation is based will be
stated. USE OF, OR REFERENCE TO SAMPLES, SHALL NOT ENLARGE, AFFECT OR
ALTER THE LIMITED AND EXCLUSIVE WARRANTY (PARAGRAPH 10) OR REMEDY
(PARAGRAPH 12).
Where Buyer requires samples from Seller to verify completion of fitting-up, Buyer will pay
for such fitting-up within thirty (30) days after receipt of the samples, unless Buyer within
such period gives Seller a detailed written description of any allowable variance from
specifications, in which case Buyer will promptly pay upon correction of such variances.
The dimensions for quoting and manufacturing are the mean specifications and are subject to
the normal tolerances for variations.

22) Tools and Dies

Unless otherwise provided herein, even though fitting-up charges may be specified, all tools
and dies, including, without limitation, fixtures, gauges and assembly equipment
manufactured for this contract, will be Seller’s property, but will be retained by Seller for
Buyer’s non-exclusive use; provided, however, that Seller may dispose of such tools and dies if
Buyer does not order from Seller goods for manufacture there from within any one (1) year
period.
If any tools and dies manufactured by Seller are to become Buyer’s property, it must be
specifically so provided on the face hereof. Any such tools and dies, or any materials, tools,
dies and other equipment furnished by Buyer to Seller, shall be at Buyer’s sole risk and
expense, and Seller shall not be liable for loss, damage, maintenance, repair or renewal,
regardless of cause. If Buyer desires to withdraw such tools and dies from Seller’s plant, and if
Seller consents to permit Buyer to withdraw them, for any reason, Buyer will first compensate
Seller for any cost incurred with respect to them, including, without limitation, design and
development costs.

23) Severability of Terms

If any phrase, clause or provision shall be declared void, the validity of any other provisions
shall not be affected thereby.

24) Release of Information

Neither party hereto shall, without the prior written consent of the other party (which will not
be unreasonably withheld), publicly announce or otherwise disclose the existence of the terms
of this Agreement, or release any publicity regarding this Agreement. This provision shall
survive the expiration, termination or cancellation of this Agreement.
Sensata Technologies Standard Terms & Conditions of Quotation and Sale 4/5/2007 8 of 8

25) Modification

THESE TERMS AND CONDITIONS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
THE PARTIES RELATING TO THE SALE OF THE GOODS DESCRIBED ON THE FACE
HEREOF, AND NO ADDITION TO OR MODIFICATION OF ANY PROVISION HEREIN
SHALL BE BINDING UPON SELLER UNLESS MADE IN WRITING AND SIGNED BY A
DULY AUTHORIZED REPRESENTATIVE OF SELLER LOCATED AT SELLER’S
APPROPRIATE ORDER ENTRY LOCATION.

Additional information