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Standard Terms and Conditions of Sale ( 3 of 3 )

from any transaction with Seller nor shall Purchaser take any discount, credit or allow - ance without Seller's written consent.

firm or corporation, other than Purchaser's or Seller's employees, subcontractors or government inspectors, unless authorized to do so by Seller in writing. Purchaser shall not disclose in any manner to third parties, including, without limitation to, advertising, or publishing concerns, Seller's identity or the identity of any subsidiaries or affiliates of Seller. Unless otherwise agreed to in writing, no commercial, financial or technical information disclosed in any manner or at any time by Purchaser to Seller shall be deemed secret or confidential and Purchaser shall have no rights against Seller with respect thereto except such rights as may exist under patent laws. Tooling: If and to the extent any Purchase Order relates to the purchase of tools, jigs, die fixtures, equipment, drawings and specifications (collectively, "tooling") or specifi - cally requires tooling for completion by Seller, then Seller shall at all times be and remain the owner of such tooling and shall bear the risk of loss and be responsible for insuring same. If any Purchase Order requires the development of such tooling, then the price quoted by Seller is based on a minimum production of a specified quantity of parts from such tooling and, in the event Purchaser does not ultimately purchase such quantity of parts, an equitable adjustment in the purchase price for products shall be made to reflect such lower quantity and Seller's unamortized cost of the tooling so produced. Seller's price quotation is based upon estimated usage of tooling but no representations or warranties are made by Seller that the tooling so built will ultimately be capable of producing product in accordance with such anticipated usage. Purchaser agrees to pay for changes in tooling made necessary by changes in specifications ac - cepted by Seller, such changes to be made at Purchaser's risk. Parts produced from Pur - chaser's supplied tooling cannot be guarantied by Seller. Purchaser provided tooling is not insured and Seller shall not be responsible or liable for any loss or damage thereto or for any materials or equipment owned or furnished by Purchaser. Purchaser shall be solely responsible for insuring such tooling and Purchaser waives any claim or right of subrogation it may have against Seller arising out of Seller's failure to insure such tool - ing. Seller reserves the right to charge Purchaser the reasonable costs and expenses of refurbishing any tooling if so required by Seller to fulfill any Purchase Order. When for a period of one (1) year no orders are received for parts to be produced from tooling, Seller may notify Purchaser in writing at Purchaser's last known address in Seller's files that tooling is no longer proprietary to Purchaser and, with respect to Purchaser sup - plied tooling, such tooling shall become Seller’s property or, at Seller’s option, Seller man return such tooling to Purchaser at Purchaser’s expense. Prototypes: If this Purchase Order relates to the production of a prototype by Seller for or on behalf of Purchaser, (a) such prototypes will be manufactured in accordance with Purchaser's specifications including material selection and (b) actual product produced by Seller may vary from such prototype in a non-material and non-functional manner. Seller's sole liability in the event it is unsuccessful in producing a prototype in ac - cordance with Purchaser's specifications shall be limited to the purchase price paid by Purchaser with respect thereto. Purchaser shall be responsible for the cost of all tooling necessary for the development of the prototype as provided in the paragraph Captioned “Tooling” above. Technical Assistance and Advice: Seller's warranty shall not be enlarged and no obligation or liability shall arise out of Seller's rendering of technical assistance, technical advice facilities, service or recommendations made by Seller in connection with Purchaser's purchases of the goods hereunder. Said technical services, advice, as - sistance or recommendations made by Seller or any representative of Seller concerning any use or application of any goods furnished hereunder is believed to be reliable, but SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND THE SAME ARE HEREBY EXPRESSLY DISCLAIMED as to the same and the results to be obtained. Purchaser assumes all responsibility for loss or damage resulting from the use of any such goods. Indemnification: Purchaser agrees to indemnify, save harmless and defend Seller from and against any and all liability for loss, damage or injury to person or property in any manner arising out of or incident to the performance of any Seller's Acknowledgment or other sale by Seller or its servants, employees, agents or representatives. Without limiting the generality of the foregoing, Purchaser will indemnify and hold harmless Seller, its officers, employees, agents, successors, assigns, customers and users of its products from and against any and all losses, expenses, claims, suits and liabilities (including incidental and consequential damages and court costs and attorneys fees) arising as a result of any claim that the manufacture, use, sale or resale of goods deliv - ered by Seller in accordance with Purchaser's specifications or designs infringes on any patent, utility model, industry design, copyright or other intellectual property rights in any country. Without limiting the generality of the paragraph captioned “Limitation of Purchaser’s Remedies” above, in the case of any claim of infringement or the sale of products is enjoined, Seller shall have no obligation to procure for Purchaser the right to continue using such products or to replace same with equivalent non-infringing products or to modify the products so they become non-infringing.

Assignment: Purchaser shall not assign any order or any interest therein without the written consent of Seller. Any such actual or attempted assignment without Seller's prior written consent shall entitle Seller to cancel such order upon written notice to Purchaser. Termination: Seller may terminate any order or any part thereof for any reason at Seller's convenience upon written notice to Purchaser. Upon such termination, Purchaser agrees to waive all claims for damages including, without limitation, any loss of anticipated profits, and to accept as its sole remedy for termination the reasonable additional costs of obtaining substitute goods of the same quantity and quality, provided that in no event shall such costs exceed the price of the order or part thereof so terminated as stated on Seller's Acknowledgment. Any claim for adjustment not asserted within sixty (60) days from the date of such termination shall be deemed to have been waived by Purchaser. Allocation of Risk: Purchaser acknowledges that these Standard Terms and Condi - tions of Sale and Seller's Acknowledgment allocates risks with respect to goods and/or services sold to Purchaser and this risk allocation is reflected in the prices to be paid by Purchaser for said goods and/or services purchased hereunder. Purchaser warrants that it has read this provision, understands it and is bound by its terms. Packaging: Seller will use all reasonable means to comply with any packaging, loading or bracing requirements specified in any order. Seller will charge for compliance with Purchaser's special requirements in accordance with Seller's price list for extras in ef - fect at time of shipment. If no packaging, loading or bracing requirements are specified by Purchaser, Seller shall comply with the minimum requirements customarily applied by Seller to the method of transportation used for such goods. Entire Agreement: These Standard Terms and Conditions of Sale and Seller’s Ac - knowledgment and any other documents referred to on the face thereof constitute the entire agreement between Seller and Purchaser. Modification: No addition or modification of the terms and conditions of these Stan - dard Terms and Conditions of Sale and Seller’s Acknowledgment shall be binding on Seller unless specifically agreed to by Seller in writing. Waiver : Seller's failure to insist on performance of any of these Standard Terms and Conditions of Sale and Seller's Acknowledgment or to exercise any right or privilege or Seller's waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type. Governing Law: Seller and Purchaser's agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois of the United States of America. Manufacture, shipment and delivery are subject to any prohibition, restriction, priority, allocation, regulation or condition imposed by or on behalf of the United States of America or any other governmental body with appropriate jurisdiction which may prevent or interfere with fulfillment of any order. Re-orders: Re-orders, if accepted by Seller, are considered as placed under the same terms and conditions as Purchaser's previous order, when such orders are not placed pursuant to a formal written proposal and acceptance. Disclosure: Seller shall have the right to disclosure of the identity of Purchaser and the nature of the work Seller is performing on Purchaser's behalf to Seller's customers and prospective customers and in any promotional materials provided such disclosure does not contain any confidential and proprietary information concerning Purchaser. DISPUTES: SELLER AND PURCHASER AGREE TO SUBMIT ANY DISPUTES REGARDING ANY ORDER, ANY GOODS DELIVERED PURSUANT TO ANY ORDER AND EXPRESSLY ACCEPTED IN SELLER'S ACKNOWLEDGMENT, OR SELLER'S PERFORMANCE IN CONNECTIONWITH ANY ORDER, INCLUDING WITHOUT LIMITATION SELLER'S LIMITEDWARRANTY OBLIGATION, TO MEDIATION BY AN INDEPENDENT MEDIATOR TO BE MUTUALLY AGREED UPON BY SELLER AND PURCHASER. THE COST OF SUCHMEDIATION SHALL BE BORNE EQUALLY BY SELLER AND PURCHASER. IN THE EVENT SUCH MEDIATION DOES NOT RESOLVE THEIR DISPUTE, SELLER AND PURCHASER AGREE TO SUBMIT SUCH DISPUTE TO AN INDEPENDENT ARBITRATOR, TO BE MUTUALLY AGREED UPON BY SELLER AND PURCHASER OR, OTHER - WISE, CHOSEN BY THE MEDIATOR. SELLER AND PURCHASER AGREE THAT ALL MEDIATION AND ARBITRATION SHALL BE CONDUCTED IN ZION, ILLINOIS. THE NON-PREVAILING PARTY AT THE ARBITRATION SHALL PAY THE PREVAILING PARTY'S ATTORNEYS' FEES AND COSTS INCURRED IN PARTICIPATING IN THE ARBITRATION.

Setoffs: Purchaser shall make no deduction or setoff for any claim arising out of or

note: AIHTI reserves the right to make reasonable design changes without notice.

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355 American Industrial Drive LaCrosse, VA 23950

tel: 434-757-1800

fax: 434-757-1810

email: sales@aihti.com

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