WELCOME CAPABILITIES LOCATION AND CONTACT JOBS TERMS AEROFORM STANDARD TERMS AND CONDITIONS 1. PRODUCT PURCHASES. (a) Standard Terms. These Aeroform Standard Terms and Conditions and any specifications, drawings and additional items and conditions which may be incorporated by specific reference or appended hereto by AF Acquisition, LLC, a Missouri limited liability company d/b/a Aeroform (“Aeroform”) (collectively, these “Terms and Conditions”) are expressly made a part of, and incorporated into, the electronic, oral or written purchase order (“Purchase Order”) between Aeroform and the purchaser (“Customer”) of the Products (defined herein) (Customer and Aeroform are collectively, “Parties”), without the need to formally memorialize these Terms and Conditions incorporation into such electronic or oral Purchase Order or to physically attach these Terms and Conditions or otherwise reiterate or reference them in any Purchase Order in order to form one complete document. Further, these Terms and Conditions and the Purchase Order collectively constitute the entire governing agreement between the Parties and supersede all other oral or written representations, understandings or agreements, including, but not limited to, any bill of lading that may be included with the Products (defined below), or any billing statement. (b) Effectiveness. No purchase or obligation for Aeroform to sell and provide Products occurs unless and until Aeroform expressly accepts such Purchase Order in writing or by email. These Terms and Conditions may not be modified or amended except by an agreement in writing signed by authorized representatives of both Parties and which specifically refers to the applicable provision(s) of these Terms and Conditions to be modified or amended thereby; otherwise, in the event of any conflict between these Terms and Conditions and any other document or agreement between the Parties, these Terms and Conditions shall govern. Customer’s acceptance of the Purchase Order, including these Terms and Conditions, shall be deemed to occur upon the earlier of Customer’s written confirmation or the shipment of the Products pursuant to their Purchase Order. 2. PRODUCTS AND PRICING. (a) General. Aeroform agrees to provide to Customer the products set forth in the Purchase Order (collectively, “Products”) in accordance with these Terms and Conditions and the terms of the Purchase Order. All Product modifications or substitutions which vary from the Products listed on the Purchase Order must be approved by Customer in writing prior to shipping. Prices for the Products as set forth in the Purchase Order shall be firm and not subject to adjustment or variation unless specifically approved in writing by the Parties. Except as otherwise provided in the Purchase Order, the purchase price, taxes, insurance, transportation costs and other costs or expenses expressly set forth in the Purchase Order constitute the full amount(s) payable to Aeroform. Aeroform will deliver the Products with good and merchantable title, free and clear of any lien or encumbrance. 3. PAYMENT AND NON-CONFORMING PRODUCTS. (a) Payment Terms. Unless other payments are specified in the Purchase Order, after each shipment, Aeroform will submit an invoice listing a description of the Products and, as applicable, part numbers, quantity, unit of measure, and the total prices amount due. Any incidental charges such as royalties, selling commissions, non-recurring engineering or other incidental charges will be separately itemized and identified on the invoice. Depending upon whether it is a domestic or international sale, Aeroform’s invoice may also include the following information: (a) name and address of Customer entity purchasing the Products; (b) name of shipper; (c) Aeroform’s Purchase Order number(s); (d) country of export; (e) detailed description of the Products; (f) harmonized tariff schedule number; (g) country of manufacture of the Products; (h) weights of the Products shipped; (i) shipment terms used; and (j) all rebates or discounts applicable to the sale of the Products. Unless otherwise set forth in the Purchase Order, payment shall be made by Customer net sixty (60) days from Customer’s receipt of Aeroform’s invoice for the Products. All invoices will be in English. (b) Nonconforming Goods. If operational necessity reasonably requires Customer to use delivered Products which are nonconforming in quality, then Customer shall promptly notify Aeroform and provide Aeroform with a sample of such substandard Product, and the Parties shall promptly and in good faith use all reasonable efforts to agree upon a suitable price adjustment for such substandard Product. 4. CHANGE ORDERS. Customer may, by written notice, within a reasonable time prior to shipment, change any one or more of the following terms of any Purchase Order, including without limitation: (i) the method of shipping or packing, (ii) place of inspection, acceptance or point of delivery, (iii) delivery schedule, or (iv) quantity. In this event and as appropriate, the Parties shall agree in writing upon an equitable adjustment in the prices, delivery or other relevant terms of the Purchase Order, and upon reaching any necessary agreement, Aeroform shall proceed diligently to supply the Products contracted for under These Terms and Conditions as so changed. 5. TERMINATION. Customer may terminate the Purchase Order (i) by providing written notice of termination to Aeroform at least thirty (30) days prior to the effective date of such termination; or (ii) at any time upon written notice if Aeroform is in default of any covenant, representation or warranty hereunder or under any relevant Purchase Order and has not cured such default within twenty (20) days after receipt of written notice from Customer specifying such default; or (iii) at any time upon the insolvency of Aeroform or in the event of the institution of any proceeding by or against Aeroform in bankruptcy or insolvency or upon the appointment of a receiver or trustee or any assignment for the benefit of creditors of Aeroform. However, if requested by Customer, Aeroform shall be obligated to fulfill any Product orders for the established pricing therefor in accordance with the relevant unfulfilled Purchase Order, and Customer shall be obligated to make payment therefor in accordance with the relevant unfulfilled Purchase Order. In the event of a termination, Aeroform may in writing make claim for the cost of any Products delivered to Customer in accordance with the terms hereof within sixty (60) days from the final fulfillment of any pending Purchase Order, but subject to the rights of the Parties respecting any dispute concerning such Products. Further, any and all claims or requests by Customer under this subsection shall be deemed waived unless made in writing and received by Aeroform within the sixty (60) day period specified in this section. 6. SHIPPING SPECIFICATIONS. Unless otherwise set forth on the Purchase Order, the following terms shall apply to shipments of Products to Customer: (a) Packaging. Packing slips must accompany each shipment. Unless otherwise instructed by Customer, all articles are to be suitably packed and palletized per the Purchase Order requirements and instructions from Customer and shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Products including, but not limited to, all the applicable safety, environmental and export regulations of the United States, European Union and all other applicable countries and regions. Customer may designate authorized importers, purchase agents or representatives for the receipt and handling of Product. In such case, Aeroform shall deliver the Product to the authorized person, but shall directly invoice Customer at the price agreed to herein. (b) Domestic Shipments. Unless otherwise stated in the Purchase Order, all domestic shipments to Customer shall be shipped FOB destination. Products must be insured for full contract value by Aeroform to such delivery location. Goods must be shipped as provided for in these Terms and Conditions and/or the applicable Purchase Order. In the absence of other instructions, shipments shall be routed via the most economical mode of commercially reasonable transportation available consistent with any time requirements set forth in the Purchase Order. Risk of loss on the Products shall be borne by Aeroform until delivery at the delivery point, at which point title to the Products and risk of loss on the Products shall pass to Customer. (c) Domestic Sales. As to Products shipped for delivery within the United States of America, all commercial terms used herein or in the Purchase Order respecting the delivery of Products such as FOB or similar pre-defined terms shall have the meanings ascribed to such terms in Article 2 of the then most recently enacted Missouri Revised Statutes, Chapter 400, Uniform Commercial Code. (d) International Shipments. Unless otherwise stated in the Purchase Order, all international shipments to Customer shall be sent DAP to Customer’s location. Risk of loss on the Products shall be borne by Aeroform until delivery at the delivery point, at which point title to the Products and risk of loss on the Products shall pass to Customer. For Products shipped by waterway transport, Aeroform shall be responsible for obtaining marine insurance, and Customer shall be responsible for transportation (if any) from its named loading port to the final destination of the Products. In all cases, whether by waterway, by land or by air, (a) all export duties shall be duly paid by Aeroform, (b) Customer shall be identified as the importer of record, and (c) a complete set of shipping documents shall be sent by Aeroform to Customer as proof of shipment. Aeroform shall be responsible for clearing customs for importation into the United States. (e) International Sales. As to Products shipped for delivery outside of the United States of America, all commercial terms used herein or in the Purchase Order respecting the delivery of Products such as DAP or similar pre-defined terms shall have the meanings ascribed to such terms in Incoterms® 2010, 8th version, published January 1, 2011 by the International Chamber of Commerce (“INCOTERMS”). 7. LIEN WAIVERS. Within a reasonable time upon Customer’s request following the delivery of Products and full payment of all amounts due and owing by Aeroform pursuant to Section 3 and These Terms and Conditions by Customer Aeroform shall provide Customer with any lien waiver, certifications or other documentation reasonably necessary to validate that the Products are free and clear of all liens and encumbrances and conform with all specifications set forth in the Purchase Order. 8. LIMITED WARRANTY. (a) Conforming Goods. All Products covered by the Purchase Order shall materially conform to the design and performance specifications, drawings, plans, instructions, samples or other descriptions furnished by Customer; shall be well-made of good materials, merchantable, fit and sufficient for the purpose intended, including any special requirements of Customer which have been expressly disclosed to Aeroform; and shall be free from defects, whether latent or patent, in material and workmanship. (b) Legal Compliance. Each article contained in and comprising each shipment or other delivery of the Products shall comply in all material respects with all applicable laws pertaining to such Product, and all Products have been produced in compliance with the Fair Labor Standards Act of 1938, as amended, and of the regulations and orders of the Administrator of the Wage and Hour Division issued under Section 14 thereof. (c) Third Party Warranties. Aeroform assigns to Customer the benefit of any warranty that Aeroform receives from its suppliers of any items purchased by Customer hereunder. (d) Survival. The duration of the warranty period with respect to any Products shall be 12 months from the date such Products are delivered to Customer. 9. INSPECTION AND RIGHT TO REJECT. If Customer detects a shipping error, damaged good or defect, Customer shall promptly report the same to Aeroform and Aeroform shall promptly investigate and take all commercially reasonable corrective action if Aeroform determines the shipping error or defect is the fault of Aeroform or if the goods were damaged in transit. . All Products furnished by Aeroform to Customer shall be subject to all reasonable testing and performance standards of Customer. Products found by Customer, in the reasonable judgement of Customer, to not be in accordance with the specifications, drawings, plans, instructions, samples or other description for the Purchase Order, failing in their essential purpose desired by Customer, or otherwise not in conformance with these Terms and Conditions or the Purchase Order, shall be subject to rejection, return and back charge as appropriate, together with the necessary and reasonable costs of handling and shipping. The right to reject non-conforming Products is Customer’s exclusive remedy. 10. OWNERSHIP. Unless expressly stated to the contrary in the applicable Purchase Order, all Products being provided to Customer including any specially designed products or deliverables, all results directly and uniquely arising from the specially designed products or deliverable are not “works made for hire” for Customer within the meaning of the United States Copyright Act. To the extent that the applicable Purchase Order expressly states that the Product or deliverable is being designed on a “works made for hire” basis, Aeroform assigns to Customer the copyright and all other right, title and interest in the United States and elsewhere relating solely to its design; it being understood that the foregoing does not prohibit the subsequent use or general application of its engineering, design or manufacturing know how or the general knowledge that Aeroform may develop or acquire from others during the course of designing, creating or manufacturing any such Products for such Customer. 11. INDEMNIFICATION. Aeroform hereby indemnifies and holds harmless Customer, its affiliated and subsidiary companies and their directors, officers, members, employees and agents from direct claims and suits for money or injunctive relief, for (i) damages to property; or (ii) injuries, including death or injury to persons, and from all judgments recovered therefor, and from all expenses in defending said claims or suits, including court costs, attorneys’ fees and other expenses, caused by or arising out of (a) a material defect in the manufacturing of any Products or failure of any Products to conform to their specifications; (b) the wrongful willful or negligent acts of Aeroform, its agents or employees; or (c), subject to the limitations of Section 14, a breach of any express warranty provided by Aeroform under these Terms and Conditions. The foregoing indemnity covenant does not include (a) incidental and consequential damages; and (b) all other damage exclusions as set forth in Section 14. 12. INSURANCE. Aeroform agrees to secure and maintain Commercial General Liability (“CGL”) insurance for property loss or damage and personal or bodily injury or death of any person with a combined single limit of One Million Dollars ($1,000,000.00) per occurrence. Such CGL insurance shall cover claims arising from or related to Products and completed operations, broad form property damage liability, and provide coverage for contractual liability. 13. NONINFRINGEMENT. Aeroform represents and warrants that As to the Products manufactured by Aeroform, to Aeroform’s actual knowledge, Customer’s purchase, use or sale of any Products furnished pursuant to any accepted Purchase Order, in the form in which the Products are furnished to Customer, will not infringe any United States or foreign patent, trademark, copyright, trade secret or other proprietary right of a third party. Aeroform agrees to defend and hold Customer harmless against any claim, action or suit that may be brought against Customer for patent, trademark, copyright, trade secret infringement or for the infringement of any other proprietary right by reason of Customer’s purchase, use or sale of such Products; provided that such asserted infringement does not arise from any design or specification provided by Customer or from any component that Customer has either sourced or required Aeroform to incorporated into the infringing Product. If use of the Products by Customer is threatened to be enjoined, Aeroform shall promptly refund all payments made to Aeroform. 14. DISCLAIMERS. (a) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13, THE PRODUCTS PROVIDED PURSUANT TO THESE TERMS AND CONDITIONS ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER'S USE OR RESALE OF ANY PRODUCT IS CONDUCTED AT ITS OWN RISK. AEROFORM DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. (b) Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE OR RESPONSIBLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LABOR COSTS, REPAIR COSTS, LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. FURTHER, NO CAUSE OF ACTION WHICH HAS ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST EITHER PARTY. THE MAXIMUM TOTAL LIABILITY OF AEROFORM TO CUSTOMER FOR ANY CAUSE OF ACTION ARISING UNDER THESE TERMS AND CONDITIONS OR ANY ORDER SHALL BE LIMITED TO THE NET PURCHASE PRICE OF THE AFFECTED GOODS CHARGED UNDER THE TERMS OF THE APPLICABLE ORDER AND PAID TO AEROFORM. (c) Essential Purpose. The Parties agree that the limitations and exclusions of liability and disclaimers specified in these Terms and Conditions represent the Parties’ agreement as to the reasonable and binding allocation of risk between the Parties in connection with Aeroform’s obligations under these Terms and Conditions and any Purchase Order, and that such limitations, exclusions and disclaimers will survive and apply even if found to have failed of their essential purpose. The Parties acknowledge that Aeroform has set its prices and entered into this these Terms and Conditions and each Purchase Order in reliance upon the limitations of liability and the disclaimer of warranties and damages set forth in these Terms and Conditions, and that the same form an essential basis of the bargain between the Parties. 15. GOVERNING LAW. The validity, interpretation and performance of these Terms and Conditions and the Purchase Order shall be governed by the laws of the State of Missouri, U.S.A., without giving effect to the principles of comity or conflicts of laws thereof, including the Uniform Commercial Code as in effect in the State of Missouri. As to domestic sales, INCOTERMS shall have no effect on these Terms and Conditions or the Purchase Order at any time and as to international sales, only as herein expressly provided. 16. JURISDICTION. Customer and Aeroform knowingly and voluntarily intend and agree that the mandatory, exclusive venue for any action in any way related to these Terms and Conditions or its enforcement shall be the U.S. District Court, Western District of Missouri or any state court located in Jackson County, Missouri. All Parties hereby knowingly and voluntarily waive any and all objections to venue and personal jurisdiction in the foregoing and submit themselves thereto. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the aforementioned courts shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to these Terms and Conditions. 17. ASSIGNMENT. These Terms and Conditions shall be binding upon Customer and Aeroform, and their respective successors and assigns. 18. NO WAIVER. Failure of either Party to insist on performance of any of the requirements of these Terms and Conditions or the Purchase Order shall not be construed as a waiver of such terms, conditions or requirements, and shall not affect the right of a Party thereafter to enforce each and every term, condition or requirement. 19. TIME OF THE ESSENCE. All time limits stated in these Terms and Conditions or the Purchase Order are of the essence. Except as otherwise specified in the Purchase Order, Aeroform shall undertake commercially reasonable efforts to complete its performance within the time or schedule provided for in each Purchase Order or as may be approved by Customer. 20. FORCE MAJEURE. Aeroform shall not be liable for any injury or damages arising from any delay in delivery due to any causes beyond its control or without its fault or negligence, including without limitation, acts of God or the public enemy, acts of the government, fires, floods, epidemics, quarantine restrictions, strikes, freight embargo, and unusually severe weather, disruptions in materials from suppliers due to similar causes disrupting or delaying their ability to timely supply Aeroform. If the failure to perform is caused by the default of a 3rd party or if such default arises out of causes beyond the control of Aeroform or its suppliers, and without the fault or negligence of Aeroform, Aeroform shall not be liable for any excess cost or for failure to perform unless the supplies and services to be furnished by the 3rd party were reasonably obtainable from other sources in sufficient time to permit Aeroform to meet the required delivery deadline. Aeroform will notify Customer in writing of such causes within fifteen (15) days after Aeroform first learns of same. 21. RELATIONSHIP. The Parties shall be and act as independent contractors, and under no circumstances shall these Terms and Conditions be construed as one of agency, partnership, joint venture or employment between the Parties. Each Party acknowledges and agrees that it neither has nor shall give the appearance or impression of having any legal authority to bind or commit the other Party in any way. 22. COMPLIANCE WITH LAW. All provisions of this These Terms and Conditions are subject to all applicable requirements, limitations, and conditions of the federal, state and local codes, laws, ordinances, regulations and rules applicable in the state in which the event(s) are held. Aeroform shall comply with all applicable local, state and federal laws, rules, regulations and ordinances, including without limitation the Occupational Safety and Health Act of 1970 and the standards and regulations issued thereunder, and all goods furnished under these Terms and Conditions and the Purchase Order shall comply with said laws, rules, ordinances, standards and regulations. 23. SEVERABILITY. If any provision of these Terms and Conditions is deemed to be invalid or unenforceable by any court of competent jurisdiction, then the balance of these Terms and Conditions shall remain enforceable, and such invalid or unenforceable provision shall be enforced by such court to the maximum possible extent. TERMS CONTACT 800 345-2376 sales@aeroform.com Monday — Friday 8am — 4:30pm