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Terms of Purchase

1. Terms and AcceptanceThis purchase order (“Order”) becomes a contract (1) when signed acknowledgement is received by the Buyer, or (2) when shipment according to schedule of all or any portion of the goods covered by this Order shall be made, or (3) when written approval is given Seller by Buyer of the price and delivery schedule of the goods as stated by Seller if Seller’s written acknowledgements of this Order contains either (a) a different price or delivery schedule or a different type of item, or (b) no price or no delivery schedule for the item or items to which Buyer’s approval applies. Except as provided in the preceding sentence, it is a condition of this Order that any provisions printed or otherwise contained in any acknowledgment, acceptance, or confirmation hereof, different from, inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this Order, are hereby objected to, shall have no force or effect, and that the Seller by such acknowledgment, acceptance, or confirmation thereby agrees that any such terms or provisions therein or any such alterations in this Order shall not constitute any part of this contract of purchase and sale. This Order contains the entire agreement of the parties, and shall supersede and cancel all prior or contemporaneous agreements or communications between the parties, except as specifically shown on the Order. No conditions in the acceptance by Seller and no subsequent agreements, course of performance, usage of trade or communications in any way modifying or altering the provisions of this Order or increasing charges under this Order shall be binding unless made in writing and signed by Buyer’s authorized representative. Failure of Buyer to enforce any of its rights hereunder shall not constitute a waiver of such rights or any other rights hereunder.

2. Inspection Warranty Goods delivered (whether paid for or not) are subject to inspection, testing, and approval by Buyer before acceptance. The Seller expressly warrants that all goods, articles, materials, and work will conform to the applicable drawings, specifications, samples, or other descriptions given in all respects, and that the goods delivered hereunder will be of good quality, material and workmanship, merchantable and free from defects. This warranty shall survive any inspection, delivery, acceptance, cancellation, termination or payment by the Buyer of the goods or services. Buyer hereby objects to any term proposed as an addition to the contract which excludes any implied warranty of merchantability, and implied warranty of fitness for a particular purpose, or any limitation on incidental or consequential damages.

3. Risk of Loss The risk of loss from any casualty to the goods, regardless of the cause shall be on Seller until the goods have been accepted by the Buyer.

4. Nonconforming Goods All goods not fully up to the standards and not in compliance with the specifications or warranties hereof, or shipped contrary to instructions, or in excess of the quantities herein provided or substituted for goods described, or not shipped in container conforming to Buyer’s specifications, (or, in the absence of such specifications, in recognized standard containers), or

allegedly violating any statute, ordinance, or administrative order, rule, or repacking, storing, and reshipping any goods rejected as aforesaid are nonconforming goods. The remedies herein afforded to Buyer shall not be exclusive, but Buyer may hold Seller liable for any and all damages arising from any breach or default herein set forth.

5. Price Prices recorded in this Order are not subject to increase. No additional amounts shall be chargeable to Buyer because of taxes or excises, presently or hereafter levied on Seller. If Seller’s quoted prices for the goods covered by this Order are reduced (whether in the form of a price reduction, close-out, rebate, allowances, or additional discounts offered to anyone) at the time of any shipment, Seller agrees that the price to Buyer for such goods will be reduced accordingly, and that Buyer will be billed at such reduced prices. If the price is not recorded on the face of this Order, price shall be that of last previous order given by Buyer to Seller, subject to the provisions of this paragraph. If price includes taxes or excises, and if such taxes or excises or any part thereof are hereafter refunded to Seller, Seller shall immediately pay Buyer the amount of such refund. Seller certifies that the prices herein are not higher than prices being charged to other organizations purchasing identical goods in smaller quantities at this particular time and do not discriminate against Buyer.

6. Price Descrimination Seller represents that the prices and terms of purchase, and any allowances available shall be in full compliance with the Robinson Patman Act.

7. Delivery Time of Essence Buyer’s schedules are based upon the agreement that the goods will be delivered to Buyer by the dates specified on the face of this Order. Time is therefore of the essence and if goods are not delivered within the time specified hereon, Buyer may at Seller’s expense and risk reject such goods and cancel this Order. The acceptance of late or defective deliveries shall not be deemed a waiver by Buyer of its right to cancel this Order, or to refuse to accept further deliveries, to recover damages caused by the untimely deliveries or to assert other remedies provided by equity or law. Seller shall notify Buyer in writing immediately of any actual or potential delay to the performance of this Order, and provide a proposed revised schedule.

8. Warranty Against Infringement Seller warrants that the sale or use of goods of the Seller’s design or Seller’s patents covered by this Order either alone, or in combination with other materials, will not infringe or contribute to the infringement of any patents or trademarks or copyrights either in the U.S.A. or foreign countries, and the Seller covenants to defend every claim asserted or suit brought against the Buyer or any party selling or using the Buyer’s products for any alleged infringements of any patents, trademarks or copyrights, by reason of the sale or use of said materials either alone, or in combination with other materials and to pay all expenses and fees of counsel which shall be incurred in and about defending every such claim or suit and all costs, damages, and profits recoverable in every such suit or settlement of such claim.

9. Compliance With Law Seller agrees that the performance of any work pursuant to this Order is and shall be subject in all respects to and in compliance with all laws, rules, regulations, and ordinances, proclamations, demands, directives, executive orders, or other requirements of the municipal, state, and federal governments and all subdivisions thereof which now govern or may hereafter govern the manufacture, sale, or delivery of the parts, supplies, and goods, contemplated by this Order, including, but not limited to the provisions of the Fair Labor Standards Act of 1938, the Walsh Healy Act, the Federal Food, Drug, and Cosmetics Act, and any other applicable laws.

10. Indemnification by Seller The Seller will indemnify, save harmless, and defend the Buyer from all liability for losses, damages, demands, costs, legal fees, claims, judgments or injuries (1) to persons or property in any manner arising out of or incident to the performance of the contract or (2) arising out of or incident to Seller’s failure to perform any of the obligations arising out of the contract, including without limitation, all costs, claims, demands, damages or penalties assessed against Buyer by its customers.

11. Conflicting Terms If terms on this Order do not appear on or agree with Seller’s invoice as rendered, Seller agrees that Buyer may change the invoice to conform to this Order and make payment accordingly.

12. Delegation or Assignment Seller shall not delegate or assign any duties or claims under this Order without Buyer’s prior written consent. Any such delegation or assignment attempted without the previous written consent of the Buyer shall effect, at the option of the Buyer, a cancellation of all the Buyer’s obligations hereunder. All claims for moneys due or to become due from Buyer shall be subject to deduction by Buyer, for any setoff or counterclaim arising out of this Order or any other of Buyer’s orders with Seller, whether such setoff or counterclaim arose before or after any such assignment or delegation by Seller.

13. Modification Buyer shall have the right to make, from time to time, and without notice to any sureties or assignees, changes as to packing, testing, destination, specifications, designs, and delivery schedule. Seller shall immediately notify Buyer of any increases or decreases in costs caused by such changes and an equitable adjustment of prices or other terms hereof shall be agreed upon in a written amendment to this Order.

14. Cancellation Buyer reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of this Order by notice to Seller. In the event of such cancellation, Buyer shall not be liable to Seller for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect the right of Buyer to terminate this Order for default by Seller.

15. Waiver of Liens Seller hereby waives and relinquishes all liens and claims statutory or otherwise which Seller now has or may hereafter have as a result of labor done and materials furnished by Seller to Buyer in performance of the within Order.

16. DefaultUpon the happening of any one or more of the following events, Buyer shall forthwith have the unrestricted right to cancel and terminate the contract without cost or liability to the Buyer: (1) Seller’s breach of contract; (2) Seller’s insolvency or inability to meet obligations as they become due; (3) filing of voluntary petition of bankruptcy by or against Seller; (4) institution of legal proceedings against Seller by creditors or stockholders resulting in a judgment in excess of $50,000.00; or, (5) appointment of a receiver for Seller by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of the Buyer to cancel its additional obligation.

17. Trade NameUnless authorized by the Buyer in writing, the trade name of the Buyer, or the name of the Buyer, or the name or trade name of any of the Buyer’s subsidiaries or affiliates, is not to be used in the Seller’s advertising.

18. Governing Law and Exclusive Jurisdiction This Order and the acceptance of it shall be a contract made in the State of Ohio and governed by the laws thereof. Buyer and Seller consent and submit to the exclusive jurisdiction and venue of any local, state or federal court located within Montgomery County, Ohio, to adjudicate all of the parties’ rights, remedies and claims made under or arising out of this contract or otherwise. The Parties further waive any right any such party may have to transfer the venue of any such litigation.

19. Severability. If any clause in this contract or Order is held unconscionable, illegal or unenforceable by any court of competent jurisdiction, the clause shall be deleted from this contract or Order. The balance of this contract or Order shall be binding on the parties to the effect as though the clause deleted had never been a part of this contract or Order.

20. Delivery Term Any F.O.B. or F.A.S. term used in this Order shall be construed as a delivery term, but Seller shall have the risk of loss until the goods covered by this Order have been delivered to the facility of the Buyer and are accepted after inspection by Buyer.

21. Tender Seller may only make tender under this contract by a tender of the conforming goods. A tender of any document relating to the goods shall not be sufficient tender, regardless of whether there is applicable a term F.O.B. vessel or F.A.S.

22. Remedies Upon Seller’s breach of this contract, Buyer shall have all right, claims, damages and remedies provided to Buyer under Ohio law and Chapter 1302 of the Ohio Revised Code, including, but not limited to, reimbursement and indemnification of reasonable legal fees and expenses incurred by Buyer. All remedies are cumulative.