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Terms and Conditions of Sale
1.

Controlling Provisions

Generally: This document including the provisions on the face hereof, (the "Contract") constitutes an offer
by LEISTER TECHNOLOGIES, LLC, a Delaware limited liability company (“Leister”), or by any other affiliate
of Leister or its corporate parent’s divisions or subsidiaries including but not limited to Weldy Heat Guns,
or Axetris AG (each a "Seller") to provide the products and/or services described herein (the "Products")
to the buyer to which this offer is addressed ("Buyer"). If this document is deemed an acceptance of aprior offer by Buyer, such acceptance is limited to the express terms contained herein. Buyer's acceptanceof this offer is limited to the terms, covenants and conditions contained in this offer. Seller hereby objects
to and rejects any additional, different or varying terms proposed by Buyer, unless Seller expressly assents
to such terms in writing. Such proposal of additional, different or varying terms by Buyer shall not operate
as a rejection of Seller's offer unless such variances are in the terms of the description, quantity, price orplace or date of delivery of the Products, and Seller's offer shall be deemed accepted without such
additional, different or varying terms. No performance by Seller under any purchase order shall bedeemed an acceptance of any conflicting provisions of a purchase order form submitted by Buyer. No
course of prior dealings between the parties and no usage of trade shall be relevant or admissible tosupplement, explain or vary any of these terms. SELLER'S AGREEMENT TO PROVIDE THE PRODUCTS IS
EXPRESSLY LIMITED TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, NOTWITHSTANDING
ANY LANGUAGE IN BUYER'S PURCHASE ORDER, IF ONE EXISTS, OR OTHER WRITING OR ORALREPRESENTATION. THIS CONTRACT, INCLUDING ALL ITEMS EXPRESSLY INCORPORATED BY REFERENCE,CONSTITUTES THE FINAL EXPRESSION OF THE TERMS BETWEEN SELLER AND BUYER REGARDING THE
PRODUCTS AND IS A COMPLETE AND EXCLUSIVE STATEMENT OF THOSE TERMS. ANY TERMS,
CONDITIONS, NEGOTIATIONS OR UNDERSTANDINGS WHICH ARE NOT CONTAINED IN THIS CONTRACTSHALL HAVE NO FORCE OR EFFECT UNLESS MADE IN WRITING AND SIGNED BY SELLER AND BUYER.
Seller's sales representatives are without authority to change, modify or alter the terms of this Contract.
Acceptance: Buyer shall be deemed to have made an unqualified acceptance of this offer and the terms
and conditions herein on the earliest of the following to occur: (a) Seller's receipt of a copy of this Contract
signed by Buyer; (b) Buyer's payment of any amounts due under this Contract; (c) Buyer's delivery to Sellerof any material to be furnished by Buyer; (d) Seller's delivery of the Products; (e) failure by Buyer to notify
Seller to the contrary within seven days of receipt of this Contract or (f) any other event constituting
acceptance under applicable law.
Quotations: Written quotations are void unless accepted within 30 days from date of issue. Other Seller
publications are maintained as sources of general information and are not quotations or offers to sell.
Clerical Errors: Stenographic, computer, mathematical computation, or other clerical errors made by
Seller on a quotation, an acknowledgment, or an invoice issued to Buyer shall be subject to correction by
Seller.

Governing Law: This Contract shall be governed by and construed according to the internal laws of theState of Illinois, including, without limitation, the Uniform Commercial Code as adopted in Illinois.
Neither this Contract nor sales hereunder shall be governed by the provisions of the United Nations
Convention on Contracts for the International Sale of Goods. Any cause of action, claim, suit or demand
by Buyer allegedly arising from or related to the terms of this Contract or the relationship of the parties
shall be brought in a Court situated in the State of Illinois. Both parties hereby irrevocably admit
themselves to and consent to the jurisdiction of said Court. Upon termination of this Contract for any
reason, Seller shall have all of the rights and remedies provided by law, including, without limitation, therights of a secured party under the Illinois Uniform Commercial Code, 810 ILCS 5, or any successor statuteor similar statute in the jurisdiction where Buyer is organized, located, or stores the Products. Any action
by Buyer for breach of this Contract must commence within one year after the cause of action has
occurred.
Severability; Waiver: The invalidity of any provision or clause of this Contract shall not affect the validityof any other provision or clause hereof. Seller reserves the right to correct clerical or similar errors relating
to price or any other term shown in this Contract. Seller's failure to insist, in any one or more instances,
upon performance of any term, covenant or condition of thisContract shall not be construed as awaiver or relinquishment or any right granted hereunder or the future performance of such term,covenant or condition.
Compliance With Laws: Buyer agrees to comply with all laws and regulations applicable to the purchase,transport, use, storage, sale, lease and/or disposal of the Products including, without limitation, to theextent applicable, the U.S. Export Administration Act and all regulations thereunder.
Notices: All notices under this Contract shall be in writing and deemed to have been received upon actual
receipt if delivered personally or by fax, e-mail, or an overnight delivery service, or on the fifth business
day after deposit in the mail, postage pre-paid, certified, return receipt requested to the party's last known
address. In the event of any ambiguity or dispute, Seller’s records of any such notices shall be
determinative.
2.

Delivery

Generally: Unless specifically designated otherwise on a specific written purchase order, the Seller shalldeliver the Products F.O.B. Seller's facility at the address shown on Seller’s shipping documentation (the“Facility"). For sales to customers or deliveries outside the United States, Seller shall deliver the Products
EX WORKS the Facility. "EX WORKS" shall be defined in accordance with INCOTERMS 2000 of theInternational Chamber of Commerce, as amended from time to time. All risk of loss, damage or delay shallpass from Seller to Buyer upon Seller's delivery of the Products to a carrier at the Facility. Partial shipments
shall be permitted. All installment shipments shall be separately invoiced and Buyer shall pay suchseparately invoiced amounts in accordance with their invoice due dates, without regard to subsequentdeliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining
deliveries. Buyer agrees to pay all transportation, delivery, and tax costs. Seller shall retain title for
Products until Seller receives payment in full therefor.
Delivery Dates: All delivery dates are approximate. Delivery dates given by Seller are based on prompt
receipt of all necessary information regarding the order. Seller will use reasonable efforts to meet suchdelivery dates, but does not guarantee to meet such dates. Failure by Seller to meet any delivery datedoes not constitute a cause for cancellation and/or for damages of any kind. Time for delivery shall not beof the essence.
Delivery Delays: Any delay in delivery due to causes beyond Seller's reasonable control, or due to any
priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified
in the following sentence, shall extend the term of delivery by a period equal to the length of such delay.
In the event of delay in delivery requested by Buyer or caused by Buyer's (a) failure to supply adequate
instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely
manner; (d) requested changes; or (e) failure to provide documents required for Seller to effect delivery,
Seller will store all Products at Buyer's risk and expense, and if prices are higher at the time of actual
delivery, Buyer shall pay such higher prices. Buyer shall pay all storage costs, material costs, and expenses
upon Seller's demand.
Inspection and Claims: Buyer shall inspect the goods at the place of destination promptly upon arrival.
Buyer’s acceptance of the Products will be conclusively presumed if Buyer fails to give Seller written noticeof defective, missing or non-conforming Products within fifteen (15) days after delivery in the case of
defects discoverable through inspection or testing, or within fifteen (15) days after discovery in the caseof defects not discoverable through inspection or testing. The notice shall describe the rejected Products
and the defects upon which rejection is based. Failure to give such notice shall constitute unqualified
acceptance and a waiver of all such claims by Buyer. Seller shall be given a reasonable opportunity toinvestigate all claims and to inspect allegedly defective Products.
Orders: Buyer shall ensure that its orders are received by Seller on a timely basis in view of the requested
delivery dates. Given the custom nature of the Products, lead times required by Seller will vary. Buyer'sorders or mutually agreed change orders shall be subject to all provisions of this Contract, whether or not
the order or change order so states.
3.

Prices; Taxes; Resale Orders

Prices: Unless prices are stated on the face hereof, prices shall be Seller's most recent acknowledgment
price to Buyer. Unless otherwise stated on the face hereof, prices are in U.S. Dollars, F.O.B. the Facility (EXWORKS the Facility for sales to customers or deliveries outside the United States).
Taxes: Buyer shall pay or reimburse Seller on demand for all taxes, fees and costs including, but not limited
to any manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, value added tax, duty,
customs agent or broker fees, license, inspection or testing fee, freight costs, insurance, consular fees or
any other tax, fee or charge of any nature whatsoever, including interest, imposed on, in connection withor measured by any transaction between Seller and the Buyer, in addition to the prices quoted or invoiced.
Seller reserves the right to add such amount to the purchase price for payment in advance by Buyer.
Resale and Exempt Orders: For Products ordered by Buyer for (a) resale to any unit of government or
third party that is not subject to sales tax (a “Resale Order”) ; or (b) Buyer’s own use as a tax exempt
organization (an “Exempt Order”), Seller will agree not to charge such tax, on the condition that (i) Buyer
agrees to comply with all tax exemption requirements and documentation; (ii) Buyer assumes all
responsibility for payment of any such taxes claimed by any government body; and (iii) Buyer agrees todefend, indemnify and hold harmless Seller from any liability for taxes due on such Resale or Exempt
Orders.
4.

Terms of Payment

Generally: Unless otherwise stated on the face hereof, full invoice amount is payable within 30 days of
invoice date.
Seller's Rights: Notwithstanding the foregoing, terms of payment on all orders are subject to the priorwritten approval of Seller's credit department. If Buyer does not pay Seller any amount due under thisContract or any other agreement when such amount is due or if Buyer defaults in the performance of thisContract, Seller may, without liability to Buyer and without prejudice to Seller's other lawful remedies (i)terminate Seller's obligations under this Contract; (ii) declare immediately due and payable all Buyer's
obligations to Seller; (iii) change credit terms with respect to any further orders or work; (iv) suspend or
discontinue any further work; and/or(v) repossess the Products. Seller reserves the right to change credit
terms from time to time upon notice to Buyer. Seller reserves the right to require advance payment forengineering costs. Buyer agrees to reimburse Seller for all costs and fees including, but not limited to
attorneys' fees and repossession fees, incurred by Seller in collecting any sums owed by Buyer to Seller.
Buyer agrees to pay a late payment charge of 1-1/2% per month, or the maximum amount allowable bylaw, on all amounts not paid in full when due, payable on Seller's demand. Buyer shall not set off amounts
due to Seller against any other claims of Buyer against Seller.
Security Interest: In partial consideration for Seller's sale of Products to Buyer, Buyer hereby grants toSeller and Seller hereby retains a security interest in all Products sold to Buyer and documents relating tosuch Products now or hereafter in the possession of or under the control of Buyer, title to which might at
any time be determined to have passed to Buyer, including, without limitation, all inventories of the
Products or any other product bearing any trademark or trade name of Seller, returns or repossessions
and the proceeds, including insurance proceeds and proceeds from products in which the Products werean input, of all of the foregoing, together with the additions and accessions thereof, to secure all of Buyer's
obligations to Seller under this Contract and all other obligations of Buyer to Seller. Buyer agrees to
execute such financing statements, continuation statements and other documents including, but notlimited to pledge agreements, and to take such actions as may be required by Seller to evidence or perfectthe security interest granted herein and the interest of Seller. Seller is authorized in Buyer's name orotherwise to take such actions as permitted under this Contract or applicable law, including, without
limitation, signing Buyer's name, and Buyer hereby appoints Seller as its attorney-infact for such purpose.
Buyer shall not pledge, encumber or otherwise transfer any Products to another without first making
payment in full to Seller.
5.

Cancellations, Changes and Returns

Cancellations: All undelivered Products may be cancelled by Buyer only upon written approval of an
authorized representative of Seller. In the event of any cancellation of an order by Buyer, Buyer shall pay
to Seller its reasonable costs and expenses, plus Seller's usual rate of profit for similar work, or such othercancellation charges as may apply pursuant to Seller's policies in effect from time to time. Buyer shall be
responsible for any production, engineering or any other charges incurred by Seller prior to cancellation
or default by Buyer.

Changes: Buyer may not alter or modify its order or any part thereof without Seller's prior, writtenconsent. Seller reserves the right to change the price, terms of payment and delivery dates for any
Products affected by any alterations or modification to which it consents.
Returns: No Products may be returned to Seller without its prior, written authorization and Products may
be returned only on the terms and conditions specified in such authorization. Returned Products must beof current manufacture, unused and in resaleable condition, and securely packaged in the original
packaging to reach Seller without damage. Any cost incurred by Seller to put Products in first classcondition will be charged to Buyer. Returned Material Authorization ("RMA") numbers issued by Seller
are required prior to shipping any Product back to Seller for any reason. Any Product returned to Seller in“non-original” packaging or without a valid RMA number will be refused and returned at Buyer's expense.
All packages shipped to Seller must be freight prepaid. Buyer shall clearly mark all returns with the RMA
number in large print on the outside of the box and on the address label. All Product returned to Seller
which is determined to be “no problem found” (“NPF”), or any Product returned to Seller after 30 days
from delivery shall be subject to a restocking charge plus the cost of freight, packaging, insurance and anyother costs. After 120 days from date of sale, no returns will be accepted and no credit will be granted.
6.

Limited Warranty

Unless a longer period is referenced on the face of Seller’s Sales Order, Seller warrants to the firstpurchaser of the Products that such Products will be free from material defects in workmanship andmaterials under normal use and service for a period of one year from Seller's delivery hereunder, with the
exception of fittings and optical coatings which are not warranted. NO WARRANTY shall apply if payment
in full for the Product has not been received by Seller. Flow sensors used in over flow, over pressure or
directly or indirectly in conjunction with other fluid systems are not warranted. There is no warranty forany damage or alteration to Products resulting from attachment to other devices. Seller does not warrant
that Products will not be free of normal industry variations in tolerance, dimensions, weights andquantities from those described in any Order. The warranty period on a repaired unit, is 30 days from thedate of repair for workmanship, and 12 months from the date of repair for replacement parts. There is NO
WARRANTY for any part, product or component installed, serviced, or replaced at any location other thanas designated by Seller in writing. There is NO WARRANTY if the Product is opened, altered or repaired byanyone other than Seller personnel. Product designs do not offer user serviceable parts. There is NO
WARRANTY in cases of damage in transit, negligence, abuse, abnormal usage, neglect, alteration, misuse,
accidents, normal wear and tear, damage or deterioration due to environmental or natural elements,
failure to follow Seller's instructions or improper or inadequate installation, storage, repair ormaintenance. There is NO WARRANTY for any Functional Prototypes, Prototypes, PreProduction units,
etc. This warranty does not cover parts furnished but not produced or manufactured by Seller, and Seller'ssole obligation with respect to such parts shall be limited to assigning or transferring to Buyer any written
warranty extended to Seller by the manufacturer of such parts to the extent such warranty may reasonably
be assigned or transferred. However, Seller does not adopt, guarantee or represent that the manufacturer
will comply with any of the terms of the warranty of such manufacturer.
Remedy: Seller's sole and exclusive obligation under this warranty (and Buyer's sole and exclusive remedy)
shall be, upon prompt written notice by Buyer during the warranty period and immediately upon Buyer's
discovery of any breach, to either, at Seller's option, repair or replace without charge, F.O.B. Seller'sFacility, any defective Product or part thereof expressly warranted herein by Seller against defects andfound by Seller in its sole discretion to be defective and covered by this warranty or, solely at Seller's
option, credit Buyer for the purchase price paid for such Product or part. For customized parts, Seller shallnot typically offer credit for the purchase price paid as a warranty remedy. Seller shall be given the rightto inspect and test Products claimed to be defective. Seller will provide Buyer with written instructions
regarding return of any Products to Seller for inspection and testing or for replacement or repair. Buyer
shall not return Products to Seller without Seller's written authorization and instructions. Repair or
replacement of a Product shall not extend the warranty term. Warranty returns must have a priorauthorization in the form of an RMA number and are handled on a first received, first served basis.
Neither incoming nor outgoing freight is included in warranty coverage or repair prices. Seller does not
accept unauthorized debit memos. Debits issued against Seller without authorization or for any Productthat is determined by Seller not to be covered by Seller's limited warranty will be immediately posted toBuyer's past due balance. Seller's standard inspection and test charges shall apply to all Products returnedand found by Seller to be functioning within the approved specifications for that Product and not in breachof the above limited warranty. Buyer shall promptly pay Seller's invoice in connection with such charges.
SELLER SHALL NOT BE LIABLE TO BUYER, OR TO ANYONE CLAIMING UNDER BUYER, FOR ANY OTHEROBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS OR LIABILITIES ARISINGOUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT OR ANY THEORY OF
STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS OR SELLER'S ACTS OR OMISSIONS OR OTHERWISE.
This warranty covers only replacement or repair of defective Products or parts thereof at Seller's main
facility and does not include the cost of field service travel and living expenses, labor, inspection, removal
or installation of new Products or parts or normal maintenance.
LIMITATION ON DAMAGES: IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, COMPENSATORY,PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER DAMAGES. SELLER'S AGGREGATE LIABILITY
WITH RESPECT TO A DEFECTIVE PRODUCT AND THIS CONTRACT SHALL BE LIMITED TO THE MONIES PAIDTO SELLER FOR THAT DEFECTIVE PRODUCT.
Any assistance Seller provides to or procures for Buyer outside the terms, limitations or exclusions of thiswarranty will not constitute a waiver of the terms, limitations or exclusions of this limited warranty, norwill such assistance extend or revive the warranty.
Seller will not reimburse Buyer for any expenses incurred by Buyer in repairing, correcting or replacing any
defective Products, except for those incurred with Seller's prior written permission.
7.

DISCLAIMER OF OTHER WARRANTIESSELLER AND BUYER AGREE THAT THE EXPRESS WARRANTIES IN THE PRECEDING SECTION ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES (INCLUDING WITHOUT LIMITATION ANY IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). SELLER HEREBYDISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. Any oral or written description of the Products isfor the sole purpose of identifying the Products and shall not be construed as an express warranty. Prior
to using or permitting use of the Products, Buyer shall determine the suitability of the Products for theintended use and Buyer shall assume all risk and liability whatsoever in connection therewith. Buyer
agrees that Seller has no post–sale duty to warn Buyer or any other party about any matter or, if such duty

exists, Seller satisfies that duty by providing any required warnings only to Buyer. Buyer assumes all post–sale duty to warn its customers and indemnifies Seller against any Damages in connection with such duty
or failure to warn.
8.

Engineering Data; Tools; Modifications

All engineering data, design information, specifications for Seller's Products, schematics and engineeringand shop drawings, prototype tooling, jigs, dies, tools, patterns or other equipment used in the completionof this order are and shall remain Seller's property. Buyer shall not copy, reproduce, distribute, publish orcommunicate to any third party such data without the prior, written permission of a properly authorized
representative of Seller.
Seller hereby gives its permission to the Buyer to distribute product data or operation and maintenanceinformation to the end user. All artwork relating to Products, including Products manufactured to
specifications provided by or on behalf of Buyer, shall be and shall remain Seller's exclusive property.
Any modifications or improvements to any designs provided by the Seller shall be the property of theSeller and shall be treated confidentially by the Buyer, and (i) not disclosed to others without Seller’s
written permission; (ii) used by Buyer only in connection with its use of the Product sold by Seller; (iii) not
used by Buyer for the production of Products by Buyer or any third party without the prior written consent
of the Seller; and (iv) Buyer agrees not to reverse engineer or create derivative works of the Products. Any
drawings or diagrams used in connection with Buyer’s Order are for the sole purpose of identifying the
Products and shall not be construed as an express warranty.
9.

Patent Infringement and Defects in Buyer's Specifications

Orders manufactured to specifications, drawings, designs or descriptions provided by or for Buyer are
executed only with the understanding that Buyer hereby agrees to indemnify and hold harmless Seller andSeller's Indemnified Parties (as defined below) from any and all damages sustained by any of them,including, but not limited to, reasonable attorneys' fees, resulting from any action or threatened action
against Seller or Seller's Indemnified Parties for (a) infringement of the patents or proprietary right of any
other person, or (b) injury to person or property, including death, relating to defects in any equipment,
Products or parts thereof arising from or based on any such specifications, drawings, designs or
descriptions provided by or for Buyer.
10.

Indemnification and Insurance

Indemnification: Buyer hereby releases and agrees to indemnify, defend and hold harmless Seller, its
shareholders, officers, agents, employees, affiliates, successors, assigns and third-party suppliers ("Seller's
Indemnified Parties") from and against any and all direct and indirect claims, debts, actions, causes ofaction, liabilities, loss, suits, demands, fines, penalties, judgments, omissions, damages or expenses
whatsoever, including, without limitation, actual attorneys' fees and costs ("Damages") incurred by oragainst Seller or any of Seller's Indemnified Parties due to or arising out of, in connection with, resulting
from or relating to (i) misrepresentations, breach of the warranties, representations, covenants oragreement contained in this Contract or any law by Buyer or any of Buyer's shareholders, directors,
officers, employees, affiliates, representatives, agents, successors or assigns ("Buyer's Parties"), or (ii) any

damage to or destruction of property, or injury to or death of persons caused, or alleged to have beencaused, in whole or in part, by any intentional, reckless, negligent or other act (or failure to act) of Buyeror any of Buyer's
Parties, or (iii) losses, damages or injuries caused by Buyer's products, Buyer's
specifications, designs, approvals or instructions provided to Seller, or due to improper, imprudent or
unsafe application or use of the Products or otherwise; (iv) any Product recalls, except to the extent solely
and directly relating to Seller's breach of this Contract; or (v) any claim by Buyer or others arising out of orin connection with any Product based on design, manufacture or service defects not proven to have beencaused solely by Seller’s negligence, whether such claim is based on contract, tort (including strict liability)
or other cause of action. Prior to settling any claim, Buyer will give Seller an opportunity to participate in
the defense and/or settlement of such claim.
Buyer shall not settle any claim without Seller's written consent. In the event of any recall affecting the
Products, Seller shall have the right to control the recall process and Buyer shall fully cooperate with Sellerin connection with the recall.
Insurance: Buyer shall maintain and have in effect at all times during the Contract, and for a period of
three years thereafter, Commercial General Liability Insurance, which includes (without limitation)
coverage for business automobile, transit and other transportation liability, bodily injury liability, personal
injury liability, property damage liability, theft, advertising injury liability, medical payments, products
liability and products-completed and completed operations liability coverage, Workers' Compensation
Insurance and Contractual Liability Insurance incorporated in Buyer's Commercial General Liability
Insurance policy covering the defense and indemnification agreement and other obligations of Buyer
under this Contract. At Seller's option, Seller shall be named as an additional named insured under eachin amounts and with carriers acceptable to Seller with a Best's rating of not less than "A". Buyer shall at
Seller's request deliver copies of the policy or policies of insurance to Seller. Such policies shall provide a
waiver of subrogation against Seller as the additional named insured and contain no cross-liability
exclusion. Buyer agrees that the parties intend that Buyer's insurance coverage will be primary over any
other potentially applicable insurance. Buyer shall ensure that any umbrella or excess liability coverage
shall not treat the naming of Seller as an additional named insured as a coverage change that voids or
terminates such coverage. The policies should state that they may not be cancelled or amended without
60 days prior written notice to Seller.
11. Confidential Information; Trademarks: Buyer acknowledges that all trade secrets, copyrights, designs,
specifications and other Confidential Information (as defined below) which may be disclosed to it by Seller
shall at all times, both during and after expiration or termination of this Contract for any reason, remain
the exclusive property of Seller and that Buyer shall not acquire any proprietary interest whatsoever
therein. "Confidential Information" means all knowledge and information disclosed by Seller to Buyer
orally or in writing, or acquired by Buyer through observation, that provides Seller with a competitive
advantage, regarding Seller's products, technology, inventions, formulas, know-how, services, forecasts,
sales methods, customer lists, customer usages and requirements, financial information, business plans,
strategies and future business relationships, disclosed with the exception of such information which: (i)was already part of the public domain at the time of the disclosure by Seller; (ii) becomes part of the
public domain through no fault of Buyer (but only after and only to the extent that it is published orotherwise becomes part of the public domain); (iii) was in Buyer's possession prior to the disclosure by
Seller and was not acquired, directly or indirectly, from Seller or from a third party who was under acontinuing obligation of confidence to Seller; or (iv) is received (after the disclosure by Seller) by Buyer
from a third party who did not require Buyer to hold it in confidence and did not acquire it directly or
indirectly from Seller under a continuing obligation of confidence. Except as necessary to perform its
duties under this Contract, Buyer shall not use or disclose any of such Confidential Information, but shalluse the greater of the degree of care required by this Contract or the same degree of care given its
own trades secrets and confidential information. Upon expiration or termination of this Contract for any
reason, Buyer shall, within 15 days, surrender to Seller all plans, drawings, specifications, sketches,
pictures, films, tapes, computer disks, literature, samples, documents, other tangible objects and all copies
thereof relating to trade secrets and other Confidential Information and all of Seller's property. Buyer
shall be permitted to destroy rather than return all analyses, extracts, and summaries prepared by Buyer
which contain Confidential Information, and such destruction shall be certified in writing to Seller by anauthorized officer of Buyer who has supervised such destruction. Nothing in this Contract shall be
construed to limit or negate the common or statutory law of torts or trade secrets where it provides Seller
with broader protection than that provided herein.
Copyrighted Materials: Seller’s copyrighted materials of all kinds shall not be copied or reproduced in any
other manner by Buyer without Seller’s prior written permission.
Trademarks: During the term of this Contract, for so long as Buyer is in compliance with its obligations
hereunder, Seller grants Buyer the nonexclusive, nontransferable, nonsublicensable right to use suchtrademarks as Seller may designate in writing from time to time (the "Trademarks") solely for the purposeof advertising, soliciting sales of, and selling Products in accordance with the terms of this Contract.
Nothing in this Contract shall be construed to give Buyer any right to use any of the Trademarks on or inconnection with the sale of any goods or services other than Products, and Buyer agrees not to make, or
allow any of its affiliates to make, any such use. Any use of Seller's trademarks or other intellectual
property shall be subject to Seller's prior written approval in each instance and such restrictions as Seller
may, in its sole discretion, impose from time to time. Seller may revoke this license at any time in its sole
discretion. Buyer's use of the Trademarks, and any and all goodwill associated therewith, shall inure to
Seller's benefit. Buyer agrees that neither it nor its affiliates will seek to register any Trademark, or any
other trademark, service mark, or trade dress owned by Seller or its affiliates, and if Buyer or any of its
affiliates does obtain such a registration, Buyer or its affiliate shall immediately assign the same to Seller.
Buyer acknowledges and agrees that Seller owns all right, title, and interest in and to the Trademarks.
Except as otherwise agreed by Seller, Products sold by Buyer shall bear Seller's Trademark, and Buyer shallnot remove or efface such Trademark. Buyer will not sell any of the Products except in connection withsuch Trademarks, and will not repackage the Products in any manner and resell such Products utilizing a
different trademark. Any use of Seller's Trademarks in advertisements or promotion must be preapprovedin writing by Seller. Buyer and its affiliates agree to take all steps which Seller may from time to time
consider to be necessary to perfect or protect Seller's rights in the Trademarks including, without
limitation, executing all necessary assignments, declarations, and other documents requested by Seller
from time to time. Upon expiration or termination of this Contract for any reason, Buyer and its affiliates
shall take such steps and execute such documents as Seller requests to cause Seller to own all rights in theTrademarks and to terminate any rights Buyer may have to use the Trademarks. Buyer shall inform Seller
promptly of any potential or actual infringement of any of Seller's Trademarks and shall provide allassistance and information required by Seller, at Seller's expense, in connection with any such
infringement.
12.

Assignment

Neither party may assign these terms and conditions without the prior written consent of the other party
provided, however, that Seller may assign these terms and conditions in whole or in part to any of its
affiliates and/or perform through subcontractors. Subject to the foregoing, these terms and conditions
shall inure to the benefit of, and be binding upon, the parties' successors and assigns.
13.

Independent Contractor

Buyer is an independent contractor and neither Buyer nor any of its employees or agents shall beconsidered an employee or agent of Seller. Neither Buyer nor any of its employees or agents is authorized
to incur any obligations or make any promises or representations on Seller's behalf.
14.

Force Majeure

Seller shall not be responsible for delay in delivery or failure to fill orders or other default or damage wheresuch has been caused by an act of God, war, major disaster, terrorism, third-party criminal acts,
insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers,
shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or
government, demand for goods exceeding Seller's available supply or any other cause beyond Seller's
control. In the event of any delay in delivery, failure to fill orders or other default or damage caused byany of the foregoing, Seller may, at its option and without liability, prorate its deliveries, cancel all or any
portion of the contract to the extent affected by the event of force majeure and/or extend any date uponwhich performance is due hereunder.
15.

Survival and Remedies

The provisions found in sections 1 through 4, 8 through 11, and 15 and the warranty and damage
limitations in sections 6 and 7, and any other provision the performance or effectiveness of which naturally
survives, shall survive expiration or termination of the parties' agreement for any reason. All of Seller's
remedies herein are cumulative and not exclusive of any other remedies available to Seller at law, by
contract or in equity.