Brooks Utility Products Terms and Conditions of Sale

1. Applicable Terms These terms govern the sale of Products by Brooks Utility Products (Brooks). Whether these terms are included in an offer or an acceptance by Brooks, such offer or acceptance is conditioned on Buyer's assent to these terms. Any additional, different or conflicting terms contained in Buyer's request for proposal, specifications, purchase order or any other written or oral communication from Buyer shall not be binding in any way on Brooks. Brooks failure to object to any such additional, different or conflicting terms shall not operate as a waiver of these terms.

2. Pricing & Payment The prices shall be: (a.) as stated in Brooks’ proposal, or if none are stated, (b.) Brooks' standard prices in effect at the time of release for shipment. In the event of a price increase or decrease, the price of Products on order shall be adjusted to reflect such increase or decrease. This does not apply to a shipment held by request of Buyer.

Discounts, if any, are as specified on the latest proposal. Discounts are not applicable to notes or trade acceptances, to prepaid transportation charges when added to Brooks' invoices or to discountable items if there are undisputed past due items on the account. Discounts shall only be allowed on that portion of the invoice paid within the normal discount period.

(a) Payment - Unless otherwise stated, all payments shall be net 30 days from invoice date payable in US Dollars ($).

(b) Payment shall be made for the Products without regard to whether Buyer has made or may make any inspection of the Products. Products held for Buyer are at Buyer's sole risk and expense.

(c)Taxes, Shipping, Packing, Handling - Except to the extent expressly stated in these terms, Brooks’ prices do not include any freight, storage, insurance, taxes, excises, fees, duties or other government charges related to the Product, and Buyer shall pay such amounts or reimburse Brooks for any amounts Brooks pays. If Buyer claims a tax or other exemption or direct payment permit, it shall provide Brooks with a valid exemption certificate or permit and indemnify, defend and hold Brooks harmless from any taxes, costs and penalties arising out of same. Brooks' prices include the costs of its standard domestic packing only. Any deviation from this standard packing shall result in extra charges. To determine such extra charges, consult Brooks' Marketing Department. Any and all increases, changes, adjustments or surcharges (including, without limitation, fuel surcharges) which may be in connection with the freight charges, rates or classification included as part of these terms, shall be the Buyer’s responsibility. Orders of less than $250 Net will be invoiced at the selling price of the product(s) plus a material handling fee to achieve the minimum billing of $250.00

(d) Finance Charge - Buyer agrees to pay interest on the unpaid balance of all overdue invoices, less any applicable payments and credits, from the date each invoice is due and payable at an annual percentage rate (APR) of three percent (3%), or the highest applicable and lawful rate on such unpaid balance, whichever is lower.

(e) Disputed Invoice - In the event Buyer disputes any portion or all of an invoice, it shall notify Brooks in writing of the amount in dispute and the reason for its disagreement within 10 business days of receipt of the invoice. The undisputed portion shall be paid when due, and interest on any unpaid portion shall accrue, from the date due until the date of payment, to the extent that such amounts are finally determined to be payable to Brooks.

3. Delivery; Title; Risk of Loss Product shall be delivered FOB Brooks point of shipment with title to the Product and risk of loss or damage for the Product passing to Buyer at that point. Buyer shall be responsible for all transportation, insurance and related expenses including any associated taxes, duties or documentation. Brooks may make partial shipments. Shipping dates are approximate only and Brooks shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer's customers if Brooks fails to meet the specified delivery schedule.

4. Return Goods Policy A Return Goods Request must be submitted, and written authorization obtained, for approval to return any merchandise. All material must be standard, non- special product and must be in its original carton and in standard package quantities. A minimum service charge of 25% (of the product purchase price), plus transportation charges, will apply on all returned goods unless other arrangements are negotiated. An additional 25% service charge will apply on items returned after a one-year period. No materials will be accepted for return after a two-year period.

5. Deferment and Cancellation Buyer shall have no deferment rights and Buyer shall be liable for cancellation charges, which shall include without limitation a) payment of the full product price for any finished Product or works in progress; b) payment for raw materials ordered pursuant to a firm purchase order

6. Force Majeure / Delays. f Brooks suffers delay in performance due to any cause beyond its reasonable control, including without limitation acts of God, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, failure of normal sources of supply, or acts of government, the time of performance shall be extended a period of time equal to the period of the delay and its consequences. Brooks will give to Buyer notice within a reasonable time after Brooks becomes aware of any such delay.

7. Limited Warranty (a.) Limited Product Warranty Statements. For each Product purchased from Brooks or an authorized reseller, Brooks makes the following limited warranties: (i) the Product is free from defects in material and workmanship, (ii) the Product materially conforms to Brooks' specifications (iii) at the time of delivery, Brooks has title to the Product free and clear of liens and encumbrances (collectively, the "Limited Warranties").

(b.) Conditions to the Limited Warranties. The Limited Warranties are conditioned on (i) Buyer discontinuing use of the Product after it has, or should have had, knowledge of any defect in the Product, (ii) Buyer providing prompt written notice of any warranty claims within the warranty period described below, (iii) at Brooks' discretion, Buyer either removing and shipping the Product or non-conforming part thereof to Brooks, at Buyer's expense, or Buyer granting Brooks access to the Products at all reasonable times and locations to assess the warranty claims, and (iv) Buyer not being in default of any payment obligation to Brooks under these terms.

(c.) Exclusions from Limited Warranty Coverage. The Limited Warranties specifically exclude any equipment comprising part of the Product that is not manufactured by Brooks or not bearing its nameplate. To the extent permitted, Brooks herby assigns any warranties made to Brooks for such equipment. Brooks shall have no legal liability to Buyer for such equipment or any related assignment of warranties.

(d.) Limited Warranty Period. Buyer shall have 12 months from shipment to provide Brooks with prompt, written notice of any claims of breach of the Limited Warranties. Continued use or possession of the Product after expiration of the warranty period shall be conclusive evidence that the Limited Warranties have been fulfilled to the full satisfaction of Buyer, unless Buyer has previously provided Brooks with notice of a breach of the Limited Warranties.

(e.) Remedies for Breach of Limited Warranty. Buyer's sole and exclusive remedies for any breach of the Limited Warranties are limited to Brooks' choice of repair or replacement of the Product, or non-conforming parts thereof, or refund of all or part of the purchase price. Unless otherwise agreed to in writing by Brooks, (i) Buyer shall be responsible for any labor required to gain access to the Product so that Brooks can assess the available remedies and (ii) Buyer shall be responsible for all costs of installation of repaired or replaced Products.

(f.) Transferability. The Limited Warranties shall be transferable during the warranty period to the initial end-user of the Product.

8. Limitation OF Liability Neither BROOKS, nor its suppliers, shall be liable, whether in contract, warranty, failure of a remedy to achieve its intended or essential purposes, tort (including negligence), strict liability, indemnity or any other legal principle for loss of use, revenue, savings or profit, or for costs of capital, or of substitute use or performance, or for indirect, special, liquidated, punitive, exemplary, collateral, incidental, or consequential damages, or for any other loss or costs for claims from BUYER’s for damages to BUYER’S customers. BROOKS’ MAXIMUM LIABILITY UNDER THIS CONTRACT SHALL BE THE ACTUAL PURCHASE PRICE RECEIVED BY BROOKS FOR THE PRODUCT AT ISSUE. BUYER agrees that the exclusions and limitations set for in this article are separate and independent from any remedies BUYER may have deemed to have failed their purpose. These limitations of liability are effective even if BROOKS has been advised by the BUYER of the possibility of such damages.

9. Compliance with Laws Buyer agrees to comply with all applicable laws and regulations relating to the purchase, resale, exportation, transfer, assignment, disposal or use of the goods.

10. Changes in Work Brooks shall not implement any changes in the scope of work unless Buyer and Brooks agree in writing to the change and any resulting price, schedule or other contractual modifications. Any change to any law, rule, regulation, order, code, standard or requirement which requires any change hereunder shall entitle Brooks to an equitable adjustment in the prices and time of performance.

11. Non-waiver of Default Each shipment made hereunder shall be considered a separate transaction. In the event of any default by Buyer, Brooks may decline to make further shipments. If Brooks elects to continue to make shipments, Brooks’ actions shall not constitute a waiver of any default by Buyer or in any way affect Brooks’ legal remedies for any such default.

12. Final Written Agreement; Modification of Terms These terms, together with any quotation, purchase order or acknowledgement issued or signed by Brooks, comprise the complete and exclusive agreement between the parties (the “Agreement”) and supersede any terms contained in Buyer’s documents, unless separately signed by Brooks. These terms may only be modified by a written instrument signed by authorized representatives of both parties.

13. Assignment Neither party may assign the Agreement, in whole or in part, nor any rights or obligations hereunder without the prior written consent of the other; provided however that Brooks may assign its rights and obligations under these terms to its affiliates and Brooks may grant a security interest in the Agreement and/or assign proceeds of the Agreement without Buyer’s consent.

14. Applicable Law and Jurisdiction These terms are governed and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. BUYER WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THESE TERMS.

15. Severability If any provision of these terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.

16. Export Compliance Buyer acknowledges that Brooks is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal, and usage of the Products provided under the Contract, including any export license requirements. Buyer agrees that such Products shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable export laws and regulations. It shall be a condition of the continuing performance by Brooks of its obligations hereunder that compliance with such export laws and regulations be maintained at all times. BUYER AGREES TO INDEMNIFY AND HOLD BROOKS HARMLESS FROM ANY AND ALL COSTS, LIABILITIES, PENALTIES, SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.