AeroControlex, A Division of AeroControlex GroupSTANDARD CONDITIONS OF SALE PAGE 1

AEROCONTROLEX, A DIVISION OF AEROCONTROLEX GROUP,STANDARD CONDITIONS OF SALE
AEROCONTROLEX, A DIVISION OF AERONCONTROLEX GROUP INC. (hereinafter referred to as“AeroControlex”) proposes to furnish the Purchaser the products (hereinafter termed “Products”), subject
to the following terms and conditions.
1. DELIVERY: Unless otherwise agreed, AeroControlex will furnish its Products f.o.b. its factory.
Delivery to the transporting carrier shall constitute delivery to the Purchaser, and transfer of title subject
to the provisions of paragraph 2, below.
If shipment or any other act or condition affecting payment shall be delayed on account of Purchaser,
payment shall become due when Purchaser is notified that AeroControlex is ready to ship, and the productshall thereafter be held at Purchaser’s risk and expense. If partial shipments are made, proportionate
payments shall become due and payable on the partial shipments.
The specified shipment is subject to any delay on the part of the Purchaser in supplying AeroControlex
with necessary data, or approved drawings as may be required, or any changes therein at the Purchaser’sinstance, and to delays due to causes beyond AeroControlex’s reasonable control, including, but notlimited to, acts of God, or acts of Purchaser, fires, floods, strikes, accidents, wrecks, delays intransportation, embargoes, car shortages, acts of civil or military authority, compliance with priority
orders or preferred ratings issued by the U.S. Government, delay by supplier of material,
shortages of material, unusually severe weather, or any inability to obtain necessary labor, materials or
manufacturing facilities due to any such causes; and in the event of delay due to any such cause the time
specified for shipment or completion shall be extended during the continuation of such delay and areasonable time thereafter to allow for shipment or completion. If changes in specifications or drawings
are made at the instance of the Purchaser and accepted by AeroControlex, AeroControlex shall be entitledto an equitable adjustment in the price, delivery date, or both.
Delivery dates are approximate. Delivery dates and prices are based on prompt receipt of orders byAeroControlex and all information necessary to permit AeroControlex to proceed with work
immediately and without interruption and satisfactory assurance of compliance with the terms ofpayment agreed upon. Prices will be subject to adjustment in accordance with the provisions of theannexed price adjustment clause, if any.
2. TITLE: Without relieving the Purchaser from obligation to make payment as provided for andwithout reference to the form of invoice that may be used by AeroControlex it is agreed that title, to theextent of a security interest in the Products furnished is reserved in AeroControlex until the purchase price(including any extensions of payment whether evidenced by note or otherwise) shall have been fully paidin cash, and the Products shall remain personal property whatever maybe the mode of its attachment torealty or other property until fully paid for in cash; and the Purchaser agrees to perform all acts which may
be necessary to perfect and assure retention of title in AeroControlex as aforesaid. In case of failure by thePurchaser to make any payment when due it is expressly understood that it shall be optional with
AeroControlex to take exclusive possession of the Products wherever found and remove same without
legal process, all at the expense of the Purchaser. In the event of default by Purchaser, the amount ofdamage to AeroControlex being substantial and difficult or impossible to ascertain, it is hereby agreed thatany payments which may have been made to AeroControlex shall be retained by it as liquidated damages
without prejudice to its right of recovery for further damage it may suffer from any cause arising out ofsuch default.
3. STANDARD WARRANTY: AeroControlex warrants that the Products will be free from defects
in title, and so far as of its own manufacture, will conform, in the manner herein provided, to theapplicable specifications which are made a part hereof, and will be free from defects in material andworkmanship, and should any part of it be found, when properly installed, maintained and used underAeroControlex, A Division of AeroControlex GroupSTANDARD CONDITIONS OF SALE PAGE 2

specified service conditions, within one year after date of notification of completion at
AeroControlex’s plant or shipment by AeroControlex, whichever is the earlier, to have been defective
or nonconforming with the specifications. AeroControlex will repair or replace said part f.o.b. its
factory provided the original part is returned to its factory provided the original part is returned to its
factory transportation prepaid and AeroControlex inspection reveals it to have been defective ornonconforming within the terms of this warranty. No device or part shall be returned without giving
prompt notice of nonconformance or defect to AeroControlex and obtaining its prior written authorization.
AeroControlex shall in no event be held liable for damage or delay caused by nonconformance or a defectin material or workmanship, and no allowance will be made for repairs or alterations unless made with its
written approval. Purchaser, or any user claiming through Purchaser, assumes all liability for theconsequences of the use or misuse thereof by itself, by its employees, or by others.
Equipment and accessories not of our manufacture are warranted only to the extent of the original
manufacturer. AeroControlex shall not be liable for damage of any kind resulting from erosive,
corrosive or other harmful action of any gases, liquids or any other substance handled by the Products.
The foregoing is in lieu of all other warranties by, and obligations or liabilities of, AeroControlex or its
representatives, whether express, implied, or statutory, and SINCE THE PRODUCTS ARE THE
SUBJECT OF SPECIFICATIONS AS AFORESAID, NO WARRANTY OF MERCHANTABILITY OR
FITNESS FOR PURPOSE IS APPLICABLE.
4.
INSURANCE:
Fire and extended coverage insurance in an amount sufficient to protect
AeroControlex interest in the Products is to be obtained from and maintained with an insurer satisfactory
to AeroControlex by and at the expense of the Purchaser from the time of delivery until the Products
have been fully paid for in cash. The Purchaser shall assume and be fully responsible for and shallindemnify AeroControlex against all losses resulting from any cause that may not be covered byinsurance.
5. TAXES: The Purchaser shall pay to AeroControlex in addition to the purchase price, the amountof any excise, sales, privilege, use or any other local, state or federal tax which is payable by
AeroControlex because of the acceptance of any order or the sale, delivery, installation, or use of theProducts covered hereby.
6. SPECIFICATIONS: Any AeroControlex specifications referred to herein, or annexed hereto, are astandard form covering Products substantially identical in type and character to that purchased, but there
may be variations therefrom in the details of design and construction of any particular Product. The
provisions in the specifications are descriptive and are not to be construed as warranties. AeroControlex
reserves the right to make such changes in details of design and construction as shall, in its judgment,
constitute an improvement over such former practice as may be shown or described in the specifications.
AeroControlex does not supply detailed or shop working drawings of its Products. AeroControlex may
make such technical changes in or to the Products or the process of their manufacture as it may deem
appropriate, provided that such changes do not affect the form or impair the fit or function of theProducts. AeroControlex shall have the authority to perform material review actions on the Products.
Products that do not meet all specifications may nonetheless be approved by AeroControlex’s material
review board, if the board determines that the deficiencies do not affect the form or impair the fit orfunction of the Products.
7. PATENTS: AeroControlex shall indemnify the Purchaser for any liability the Purchaser may incur
because of claims of infringement of United States apparatus patents by the Products manufactured by
AeroControlex. The Purchaser shall indemnify AeroControlex for any liability AeroControlex may incur
because of claims of infringement of United States process patents in the use of the Products furnishedhereunder.

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8. CANCELLATION: This purchase order may not be terminated.
9. EMERGENCIES: For contracts or orders with a price of $200,000 or more and/or for development
contracts of a special nature, where AeroControlex’s performance or completion of such contracts ororders is delayed or suspended for a protracted period, directly or indirectly, as the result of war, national
emergency, federal or state statute, government rules or regulations, priority controls, defense efforts,or any like cause (as distinguished from the normal delays in manufacturing caused by factors beyond
the control of the manufacturer, such as strikes, fires, traffic embargoes, etc.) either
AeroControlex or the Purchaser, at any time after the end of the 180 days following the start of suchdelay or suspension, may terminate the contract or order upon 10 days written notice to the other and upon
the giving of such notice the Purchaser shall pay AeroControlex for all costs and expenses incurred andcommitments made in connection with performance to the date of such suspension, plus a reasonableprofit thereon. Title to all material paid for by Purchaser shall thereupon vest in the Purchaser, and shallthereafter be held at Purchaser’s risk and expense. In the event that the contract or order has not been soterminated, AeroControlex will promptly after the cessation of the cause of such delay or suspension,
notify the Purchaser of the revised shipping schedule and proceed with performance in accordance
therewith.
10. LIMITS OF LIABILITY: The remedies, guaranties, and warranties, provided herein are in lieu of any
remedies, guaranties, indemnities, conditions or liabilities, either express or implied arising by law orotherwise. Upon the expiration of the warranty period expressly set forth herein, all liability for claims
not asserted theretofore against AeroControlex shall terminate.
The liability of AeroControlex Group in respect of all damages, losses, costs or expenses whether
suffered or incurred by Purchaser or any third party arising in any manner, incident or related to thiscontract or the performance hereunder shall be limited in the aggregate to the actual price paid byPurchaser to AeroControlex.
Notwithstanding anything to the contrary, AeroControlex shall not be liable to Purchaser or Purchaser’s
customers or any third party for special, punitive, incidental or consequential damages of any kind orcharacter including without limitation the loss of use of the Product or associated equipment, damage toassociated equipment, loss of profit or revenue, cost of replacement power, downtime costs or claims ofPurchaser’s customers or others for any such damages which might arise under this contract or otherwise,
regardless of whether such damages are based upon contract, tort, strict liability in tort, negligence orindemnity.
11. LAWS AND REGULATIONS: The Products to be produced by AeroControlex and delivered
hereunder will be produced in compliance with the Fair Labor Standards Act of 1938 as amended, whenapplicable. AeroControlex will comply with federal, state and local laws, orders and regulations
applicable to it as of the date of its quotation. AeroControlex shall be responsible for compliance with therequirements and standards of OSHA or any similar law, only to the extent that they apply to the Products
themselves and are sufficiently specifically identified in the order to AeroControlex’s satisfaction andaccepted by it in writing. Price and delivery shall be subject to adjustment to compensate for complianceby AeroControlex with any other laws, orders, regulations or requirements. The Purchaser agrees thatthe Products will be used only in accordance with all applicable laws, rules and regulations and theProducts will not be exported from the United States except in compliance with the Arms Export Control
Act, the rules and regulations thereunder and any licenses or other approvals that may have been or that
may be issued to the Purchaser thereunder.

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12. ATOMIC ENERGY USE: The Purchaser represents that the Products being supplied hereunder are
to be used for a purpose other than in, or in any way related to, the creation, handling, or use of atomic
energy or any activity associated therewith, and AeroControlex Group shall not be responsible to thePurchaser or any third party should the Products be used otherwise than as represented or for such purpose,in which event the Purchaser shall indemnify and hold AeroControlex Group free and harmless of any andall costs and damages.
13. GENERAL: All of the above provisions, together with those set forth in the AeroControlex form towhich this is annexed, and such others as may be accepted by AeroControlex in writing, all of which areaccepted by Purchaser and supersede Purchaser’s order form, if any, shall be and constitute the entire
agreement for the sale of the Products. Any terms and conditions in any writing pertaining to the saleof the Products irrespective of its wording or of when received by AeroControlex which are inconsistent
with, or add to, the terms and conditions hereof, will not be acceptable or become a part of the contract
without AeroControlex’s written consent signed by its duly authorized representative. Commencement ofperformance or shipping shall not constitute acceptance of any such inconsistent or added terms andconditions. Any representation, promise, course of dealing, or trade usage, not contained or referenced
herein, will not be binding on AeroControlex. No modification, amendment, rescission, waiver, or otherchange shall be binding on AeroControlex unless agreed to in writing by AeroControlex.
ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY AEROCONTROLEX, AT ITS HOME OFFICE,AND NO ORDER SHALL BE BINDING UPON AEROCONTROLEX UNTIL SO ACCEPTED.