1. General . The terms and conditions contained herein, the Limited Warranty Statement as referenced in Section 6 herein, a n d t h e Order Acknowledgement issued by CAIRE Inc. ("Seller") constitute the entire agreement ( "Agreement") between the Parties (as defined below) with respect to the subject sale. Acceptance by Seller of Purchaser's purchase order is expressly limited to and conditioned upon Purchaser's acceptance of these Terms & Conditions of Sale, which may not be changed or waived except in writing signed by Seller. Any additional, inconsistent or different terms and conditions contained in Purchaser's purchase order or any other documents supplied by Purchaser are hereby expressly rejected. Unless the context otherwise requires, the term "Equipment" as used herein shall mean all goods, equipment, parts, and accessories sold to Purchaser by Seller. Unless the context otherwise indicates, the term "Services" as used herein shall mean labor, supervision, repair and project engineering services provided by Seller. As used herein, the term "Purchaser" shall mean only the Party issuing the purchase order to Seller for Equipment or Services, regardless of whether or not the Purchaser is the end user of the Equipment or Services, and the term " Parties " shall collectively mean Seller and Purchaser, and individually as a "Party." 5. Acceptance . Acceptance of Equipment occurs at point of Delivery. Acceptance of any Services provided hereunder occurs at completion. 6. Limited Warranty, Exclusive Remedies and Indemnity . Seller agrees to, and  shall  provide  to  Purchaser,  a  limited  warranty  and exclusive  remedies statement relating to the Equipment sold ("Limited hereunder Purchaser Warranty Statement"). acknowledges receipt of the Limited Warranty Statement (which is also available from Seller upon request) and agrees to its terms. Seller warrants its Services against defects in workmanship for a period of ninety (90) days after the date of their completion. THE REMEDIES AND WARRANTIES STATED IN THE LIMITED WARRANTY STATEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES AND WARRANTIES GRANTED UNDER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE AND DESIGNS, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, WHICH ARE ALL HEREBY EXPRESSLY DISCLAIMED BY SELLER AND ALL EQUIPMENT MANUFACTURERS. Purchaser agrees to defend,  indemnify  and hold Seller harmless from any third party claims arising out of the use, sale, or lease of the Equipment or Services and from all expenses, losses and other damages resulting from Purchaser's breach of any of the terms and conditions herein. 2. Payment Terms and Invoices . Seller may, but is  not obligated to,  sell Equipment to Purchaser on credit. Unless a different payment schedule is agreed to in writing by Seller, payment in full shall be due and payable within thirty (30) days from the date of the invoice. In the event Purchaser fails to pay the invoice within thirty (30) days from the date of the invoice, Purchaser shall pay Seller interest on such delinquent payment at one and one-half percent (1.5%) per month, compounded monthly, or the highest rate permitted by law. Any checks returned for non-sufficient funds and any stopped or reversed payments shall be subject to a fee. If required by Seller, Purchaser will cause an irrevocable letter of credit to be established in favor of Seller on a bank approved by Seller. Seller is entitled to charge costs associated with the letter of credit to Purchaser's account. Performance schedules are conditional upon receipt of the letter of credit within thirty (30) days of award. Purchaser agrees to furnish Seller with any requested credit information. Purchaser's credit limit will be set at Seller's sole discretion and may be modified at any time based upon Purchaser's credit risk as determined by Seller. In the event that Purchaser's credit risk increases or Purchaser fails to pay timely, Seller is entitled to suspend performance and/or require alternate payment methods. Purchaser shall notify Seller of any items disputed in good faith relating to an invoice within fifteen (15) days after the invoice date in writing specifying the nature of the disputed item, but in no event is Purchaser entitled to withhold or set off any invoiced amounts without Seller's prior written approval. In the event it becomes necessary for Seller to refer Purchaser's account to a third party for collection or for Seller to take other enforcement action of this Agreement against Purchaser then: (a) Purchaser agrees to pay any  and all attorney and arbitrator fees, lien filing fees, collection costs and legal expenses associated therewith incurred by Seller; and (b) Purchaser agrees that the Limited Warranty Statement, as referenced herein, shall immediately become null and void and will only be will be reinstated upon payment of the outstanding fees, arrears interest, and a fifty dollar ($50.00) reinstatement fee. 3. Taxes . Federal, state, local, value added, sales and use, and other 7. Termination . No termination by Purchaser for default shall be effective unless, within fifteen (15) days after receipt by Seller of Purchaser's written notice specifying such default, Seller fails to initiate and pursue correction of such specified default. 8. Force Majeure . Seller shall have no liability for any delay or failure in performance hereunder, in whole or in part, if such delay or failure arises from (i) compliance in good faith with any regulation, order or request of any foreign or domestic governmental official or agent, whether or not later shown invalid, unauthorized or inapplicable; (ii) the occurrence of any contingency the nonoccurrence of which was a basic assumption at the time this Agreement was made, including without limitation acts of God, fire, flood, accident, riot, war, terrorism, sabotage, cyber-attack, quarantine, pandemic, public health emergency, strike, lock-out, slowdown, labor trouble or shortage, breakdown or failure of equipment, carrier delay, or embargo; (iii) Seller's inability to obtain any required raw material or intermediate product, energy source, equipment, labor, or transportation at prices and on terms deemed by Seller to be acceptable; (iv) Seller's incurring increased costs for compliance with environmental protection, health or safety regulations; or (v) any event or occurrence not within the reasonable control of Seller, whether or not foreseeable, that makes performance impracticable. If any such circumstances affect only a part of Seller's capacity to perform, Seller may allocate production and deliveries among its customers and its own requirements as Seller may determine in its sole discretion. At the option of either party, quantities affected by this paragraph may be eliminated from the Agreement without liability, but the Agreement shall remain otherwise unaffected. Seller shall have no further obligations or liability under this Agreement if in its sole judgment, Seller's continued performance under this Agreement would violate export controls, sanctions, or other restrictions on trade imposed by any domestic or foreign governmental authority whether imposed prior to or after the effective date of this Agreement. 9. Delivery and Risk of Loss or Damage. Unless otherwise agreed applicable taxes measured on the price of Equipment or Services in any legal system by any taxing authority are not included in the price unless otherwise agreed in writing by Seller. Purchaser acknowledges and is aware that there may be tax consequences that result from any participation in a rebate incentive program with Seller and that Purchaser may be required to pay income tax on the value of any rebates it receives through a rebate incentive program with Seller, if any. Seller is not responsible for remitting any taxes on Purchaser's behalf, or for providing Purchaser with tax-related documentation. Purchaser is solely responsible for ensuring that any taxes arising from its participation in a rebate incentive program, if any, is reported and paid to the appropriate tax authority. in writing by Seller, all domestic shipments are EXW or CPT, and international shipments may be covered under FCA, FOB, EXW, CPT, CIP, CIF, CFR, DAP, or DDP, with responsibilities as defined in Incoterms® 2010, and " Delivery " as used herein occurs in accordance with Incoterms ® 2010. Notwithstanding anything to the contrary, all lead times quoted and accepted by Seller shall be from the date Seller accepts Purchaser's purchase order. If Seller agrees in writing to prepay transportation and transit insurance charges  for  the  account  of  Purchaser,  then Seller is entitled to include shipping, handling and any transit insurance charges on its Page 1 of 3 4. Time Limit. All quotations are valid for a period of thirty (30) calendar days, unless otherwise extended in writing by Seller. If this Agreement is delayed or suspended in whole or in part by Purchaser for more than thirty (30) days, pricing shall either be subject to re- negotiation or this Agreement may be deemed cancelled for Purchaser's convenience and subject to Section 13 herein, at Seller's invoice. Purchaser shall indemnify, defend and hold Seller harmless from any claims by freight carriers for Purchaser's failure to pay freight charges. Claims for shortages in or damage to shipment shall be deemed waived unless made in writing and reccived by Seller within ten (10) days after receipt of Equipment by Purchaser or its designated consignee. Delivery dates quoted are based on Seller's best estimate of a realistic time when shipment will be made, and are subject to change. Delivery dates will be confirmed on Seller's acceptance of any resulting order, and Seller will use its best efforts to meet such Delivery date. Seller may make early shipment or partial shipments and invoice Purchaser accordingly. Despite any agreement with respect to delivery terms or prepayment of transportation or transit insurance charges, the risk of loss or damage shall pass to Purchaser in accordance with Incoterms ® 2010. 10. Laws, Codes and Standards . Price and Delivery schedule are based on the applicable laws, codes, and standards stated in the Equipment specifications in effect as of the date of Seller's acceptance of the purchase order. If such laws, codes, and standards change, or if Purchaser changes the laws, codes, and standards stated in the Equipment specifications, and such change increases or decreases the cost of performing the work or impacts the Delivery schedule, then Seller will advise Purchaser of the same, and the Parties shall promptly negotiate in good faith and mutually agree upon any modification to the order resulting from any such change. Any local laws, statutes, codes or standards, or interpretations thereof that do not match national building codes are hereby exempt from the Agreement unless written copies are presented by Purchaser to Seller as additional specifications and accepted in writing by Seller as part of this Agreement. Purchaser and Seller agree that any rebates provided by Seller constitute a "discount or other reduction in price" of the Equipment or Services under Section 1128B(b)(3)(A) of the Social Security Act, 42 U.S.C. § 1320a-7b(b)(3)(A). Purchaser represents and warrants that it currently complies with and will continue to comply with all current and future applicable requirements under federal and state law regarding the receipt of discounts by health care providers, including, without limitation, any disclosure requirements or requirements for reporting such price reductions under Medicare, Medicaid, and other federal and state government health care programs. 11. Title. Seller shall retain legal and equitable title to the Equipment until Purchaser has paid for such Equipment in full. Purchaser shall complete and execute all has paid for such Equipment in full in the event of Purchaser's failure to pay upon written notice by Seller. 12. Installation and Field Service. Installation of Equipment furnished hereunder shall be by Purchaser, unless otherwise agreed to in writing by Seller's duly authorized representative. Field service will be provided on a per diem basis upon written authorization by Purchaser at Seller's rates in effect when such Services are provided. Purchaser will provide free and unrestricted access to Seller personnel, contractors, subcontractors, equipment and any other personnel necessary in order for Seller to complete the contracted work. 13. Cancellation . Cancellation of any purchase order must be by written notice to Seller and will be subject to Seller's cancellation charges and fees including, but not limited to, all costs incurred through the date of cancellation, the cost for materials ordered that cannot be returned, return and cancellation fees, cost to process such cancellation, plus a reasonable profit. 14. Intellectual Property and Confidentiality . Unless otherwise agreed to in writing signed by Seller's duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller or Purchaser as a result of this Agreement shall exclusively remain with Seller. Any design, reports, plans, drawings, standards, specifications or other information submitted to Purchaser by Seller ("Seller Documents") were developed at Seller's expense and shall remain Seller's exclusive property. Without the express prior written consent of Seller, Purchaser shall not copy or disclose Seller Documents to any third party, and shall not use them for any purpose other than to install, own, operate, and maintain the subject Equipment or to use the Services, including, without limitation, use with any other project, or for the completion of the project contemplated by this Agreement by others. Seller Documents are not suitable for use on any other agreement or project and any reuse of Seller Documents without the express written consent of Seller will be at the sole risk of the Purchaser, and the Purchaser shall indemnify, defend and hold Seller harmless from any and all claims arising from Purchaser's reuse of Seller Documents. Upon Seller's request at any time, Purchaser shall promptly return all Seller Documents. If Seller's Equipment is held to infringe a United States patent in effect as of the date of this Agreement (other than any infringement resulting from Seller's compliance with Purchaser's designs, specifications or instructions or from the use of the Equipment in combination with other materials or the operation of any process), then Seller may at  its  option  procure for Purchaser the right to use the Equipment, modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment, or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Seller's entire liability and Purchaser's sole remedy for patent infringements of the Equipment. Purchaser shall defend, indemnify and hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of intellectual property rights arising from Seller's compliance with Purchaser's designs, specifications or instructions, from the  use  of  the  Equipment in combination with other materials,  or from the operation of any process. 15. Assignment . This Agreement may not be transferred or assigned by Purchaser by operation of law or otherwise without the prior express  written  consent  of  Seller. Any transfer or assignment by Purchaser of any rights, duties or obligations without Seller's consent shall be void. 16. Limitation of Liability . NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SELLER, ITS  AFFILIATES, SUPPLIERS SHALL AND SUBCONTRACTORS BE LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF  PROFITS, LOSS  OF  USE, COST  OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, DOWNTIME COSTS, COST OF DELAYS, OR FOR ANY PENALITIES, WHETHER ANY SUCH CLAIM FOR THE SAME IS BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT OTHERWISE. INDEMNIFICATION OR LIABILITY, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SELLER'S TOTAL LIABILITY ARISING  OUT OF FOR  ANY THIS AGREEMENT CLAIMS WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE, OR FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, OR FROM ANY DESIGN, SALE, INSTALLATION, OPERATION OR USE OF THE EQUIPMENT OR PERFORMANCE OF ANY SERVICES UNDER THIS AGREEMENT,SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID TO SELLER BY PURCHASER FOR THE SPECIFIC EQUIPMENT  OR  PART  THEREOF  OR FOR THE SERVICES GIVING RISE TO THE CLAIM. 17. Export Sales and Compliance with Trade Laws. In no event shall Seller be required to export or deliver any technical information, data or Equipment if such export or Delivery is then prohibited or restricted by any law or regulation of the U.S. Government, including departments, agencies and sub- divisions thereof or of any  other  applicable  governmental  agency of any country having jurisdiction, including the country in which the Equipment or Services to be sold will be installed, used, or performed. Should Seller's performance of its obligations hereunder be prohibited by any applicable governmental agency, in whole or in part, or if the exportation or importation of the Equipment which is the subject of this Agreement be precluded because of the inability to obtain an export or import license within a reasonable time, as appropriate, then Seller's obligations hereunder shall be terminated at Seller's option, and Seller shall be entitled to reasonable cancellation charges. Unless otherwise agreed in writing by Seller, Purchaser accepts all responsibility for exporting and importing any Equipment sold hereunder outside of the U.S., will be the exporter of record and importer of record, and will be responsible for filing Page 2 of 3 any documents, obtaining any licenses required by the U.S. or other government agencies, and paying all duties and taxes necessary for exportation and importation. Purchaser agrees not to export, re- export or import any Equipment, technical information or data of Seller without full compliance with U.S. and other laws of countries having jurisdiction and shall cause the end user of Equipment or Services to comply with such applicable laws. Purchaser  warrants and represents that it is in full compliance with all such applicable export and import laws, including but not limited to, the International Traffic in Arms Regulations, the Export Administration Regulations, and all U.S. anti-boycott and embargo regulations, and Purchaser shall provide Seller with such written assurances of compliance as requested by Seller from time-to-time. Specifically, Purchaser agrees not to export, re-export, sell or lease any Equipment or components thereof or technical data supplied by  Seller to a prohibited person, to a prohibited country, or for a prohibited use under the U.S. or any other applicable trade laws. Purchaser agrees to indemnify and hold Seller harmless from and against any and all damages and expenses (including fees) resulting from Purchaser's violation of attorneys' applicable  export  and import regulations. 18. Compliance with Anti-bribery Laws . Purchaser warrants and represents that it is familiar with the requirements of the U.S. Foreign Corrupt Practices Act and other similar anti-bribery laws, including  without  limitation, the  OECD Antibribery Convention and the UK Bribery Act, that it has not and will not violate those laws as may be amended from time-to-time, and that it neither has nor will it offer, make, or agree to make, directly or indirectly, any gift or payment of any kind or any political contribution in violation of such laws. Purchaser shall provide Seller with such written assurances of compliance with such laws as requested by Seller from time-to-time. Any payment, offer of payment, or agreement to make a payment that is contrary to the laws of the United States or the laws of the country in which it is made, or any other payment in conflict with this clause, will constitute a material breach of this Agreement, and any obligation of Seller hereunder shall automatically terminate upon such breach without further liability to Seller. Purchaser agrees to indemnify and hold Seller harmless from and against any and all damages and expenses (including attorneys' fees) resulting from Purchaser's violation of the requirements referenced in this Section. 19. Governing Law and Arbitration . This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the Parties, and the interpretation and enforcement of the rights and duties of the Parties is exclusively governed by the laws of the State of Georgia, excluding its conflicts of  law  principles  and excluding  the  United Nations  Convention on Contracts for the International Sale of Goods. Purchaser waives all  causes  of action arising under this Agreement after one year from the date of the occurrence of the event giving rise to any such claim, waives any sovereign immunity claims or defenses, and consents to and will not contest personal jurisdiction in the local and federal courts of Atlanta. Except for account collection disputes, any disputes, controversies or claims arising out of or relating to this Agreement, or the breach hereof which cannot be resolved amicably within sixty (60) days, shall be settled by binding arbitration. This agreement to submit to binding arbitration shall be specifically enforceable under the prevailing arbitration law. The award of the arbitrator shall be final, and a judgment may be entered upon it by any court having jurisdiction. A  Party  desiring  to  invoke  this  arbitration provision shall serve written notice upon the other of its intention to do so and the name of an impartial individual who is knowledgeable in matters pertaining to Seller's industry to serve as an arbitrator. If the other Party objects within fifteen (15) days to the arbitrator proposed, and the Parties fail to agree on an arbitrator within thirty (30) days thereafter, then the arbitrator shall be appointed by the arbitration tribunal. For domestic sales, the arbitration shall be conducted in accordance  with  the Commercial Arbitration Rules of the American Arbitration Association then prevailing. For international sales, the arbitration shall be conducted in accordance with the International Arbitration Rules then prevailing of the International Centre for Dispute Resolution. Unless the Parties agree otherwise, all arbitrations shall be conducted and all related documents submitted shall be in the English language in Atlanta, Georgia, and the arbitrator shall apply the substantive governing laws as specified above. All awards granted by the arbitrator shall be final and binding on the Parties, and shall include interest from the date of any breach or default and from the date of the award until paid in full. Judgment may be entered on any award or decision of the arbitration panel by either Party in a court of competent jurisdiction. The arbitrator may grant emergency interim relief according to the applicable arbitration rules, and shall award costs, fees and other expenses of the arbitration, including reasonable attorney's fees, to the Party not in default. If Purchaser fails to promptly assume Seller's defense when requested to do so as required under this Agreement, then Seller may defend with counsel of its own choice at the expense of Purchaser. Miscellaneous  This Agreement constitutes the complete and 20. exclusive agreement between Seller and Purchaser and there are no understandings, restrictions, agreements, warranties, or representations  between  Seller  and Purchaser other than those set forth herein. If any provision, or any part thereof, of this  Agreement is found by any court or governmental agency of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, then such provision shall be deemed revised and applied to the maximum extent allowed by applicable law, and such invalidity or unenforceability shall not affect the remainder of such provision or any other provision here which shall remain in full force  and  effect. All obligations herein shall survive termination, expiration or completion of this Agreement. No term or condition is intended for the benefit of any third party, and Seller and Purchaser do not intend any term or condition to be enforceable by a third party, including any end user of Equipment or Services. Seller's failure on any occasion to insist on strict performance of any term or condition hereof shall not constitute a waiver of compliance with such term or condition on any other occasion or a waiver of any default. References to any statutory provision, enactment, order, regulation or other similar instrument shall be construed as a reference to the statutory provision, enactment, order, regulation or instrument as amended, replaced, consolidated or re-enacted from time-to-time and shall include any orders, regulations, codes of practice, instruments or other subordinate  legislation  made  under  it.  The  headings  used throughout are for convenience only and shall be given no legal effect. Fax copies and portable document format (.pdf) electronic transmissions shall be given the full force and effect as the original.