Protecting People, Products, and Critical Infrastructure

General Terms and Conditions of Sale:

The following terms and conditions of sale shall apply to any sale of goods and services by Air Techniques
International (ATI). The Buyer shall be deemed to have full knowledge of the terms and conditions herein and
such terms and conditions shall be binding if either the goods and services referred to in the quotation are
delivered and accepted by the Buyer, or if the Buyer does not within five days from the date hereof deliver to
ATI written objection to said terms and conditions.

1. GENERAL
In the event of any conflict or inconsistency between the terms and conditions of sale herein and the
terms and conditions contained in the Buyers Purchase order or in any other form issued by the Buyer,
whether or not any such form has been acknowledged or accepted by ATI, ATIs terms and conditions
herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding
upon ATI unless made in writing and signed by a duly authorized representative of ATI.

2. QUOTATIONS
Unless otherwise stated, ATIs quotation shall be null and void unless accepted by the Buyer by the
expiration date shown on the quotation.

3. TAXES
All prices quoted are exclusive of any applicable taxes.

4. LEAD TIME
Lead times and production schedules referenced in this quotation are approximate and are based on
prevailing market conditions applicable respectively at the time of ATIs quotation and acceptance of the
Buyers purchase order. ATI may extend (or contract) delivery schedules or may, at its option, cancel the
Buyers purchase order in full or in part without any liability other than to return any deposit or
prepayment which is unearned by reason of the cancellation.

5. FORCE MAJEURE
ATI shall not be responsible or liable for any loss or damage incurred by the Buyer resulting from causes
beyond which the reasonable control of ATI including, but not without limitation, acts of God, war,
invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the
elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-
outs, strikes, or labor disputes, or the failure of ATIs suppliers to meet their delivery promises. The
acceptance of delivery of the equipment by the Buyer shall constitute a waiver of all claims for loss or
damage due to any delay whatsoever.

6. SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK

Except for obligation stated under Warranty herein, or when shipping terms are indicated as other than
EXW: OWINGS MILLS, MD, ATIs responsibility for goods ceases upon acceptance by the Buyer or Buyers
designated carrier at the ATI Warehouse. IN the event of loss or damage during shipment, the Buyers
claim shall be against the carrier only. ATI will, however, give the Buyer any reasonable assistance to
secure adjustment of the Buyers claim again the carrier provided immediate notice of such claim is given
by the Buyer to ATI. Claims for shortages must be made in writing within ten (10) days after receipt of
 goods by the Buyer. If ATI does not receive written notification of such shortages within the ten (10) day
period, it shall be conclusively presumed that the goods were delivered in their entirety. Unless agreed
upon otherwise in writing, ATI reserves the right to make partial shipments and to submit invoices for
partial shipments.

7. LIABILITY
ATI shall not be liable for and shall be held harmless by the Buyer from any damage, losses or claims of
whatever kind, contractual, consequential ,incidental, direct or indirect, arising out of or in connection
with, or resulting from the sale governed hereby, or the goods, including but without limitation, the
manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and
any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.

8. WARRANTY
Goods sold hereunder are covered by a warranty against defects in material and workmanship, provided
the goods are subjected to normal use and service. The applicable warranty period is twelve (12) months
from the date acceptance by the Buyer. For components not supplied by ATI, the original manufacturers
warranty shall apply to the extent assignable by ATI. The obligation under this warranty is limited to the
repair or replacement, at ATIs option, of defective parts, provided that prompt notice of any defect is
given by the Buyer to ATI in writing within the applicable warranty period and upon the Buyers return of
the defective parts to ATI, or if designated by ATI, to the location where the applicable repairs or
replacement are to be performed. The Buyer assumes all responsibility and expense for (where
applicable) dismantling, removal, re-installation and freight in connection with the foregoing. The same
obligations and conditions extend to replacement parts furnished by ATI hereunder. ATI does not
assume liability for any applicable installation, labor or other consequential damages.

The applicable warranty ceases to be effective if the goods are altered ore repaired other than by
persons authorized and/or approved by ATI to perform such work. Repairs or replacement deliveries do
not interrupt or prolong the term of the warranty. The warranty ceases to be effective if the Buyer fails
to operate and use the goods sold hereunder in a safe and reasonable manner and in accordance with
any written instructions provided by ATI.

9. OTHER THAN THE FOREGOING, NO WARRANTIES, EXPRESS OR IMPLIED, ARE GIVEN BY ATI
HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.

10. RETURNED GOODS

No goods may be returned to ATI without ATIs prior written permission. ATI reserves the right to decline
all returns or to accept them subject to a handling/restocking charge. In the event that return
authorization is granted, ATI reserves the right to adjust the amount of any credit given to the Buyer,
including rejecting the return, based on the condition of the goods on arrival in ATIs warehouse. Credit
for returned goods will be issued to the Buyer only where such goods are returned by the original Buyer
and not by any subsequent owner. Goods will be considered for return only if they are in their original
condition and packaging. When the Buyer returns any merchandise, the Buyer shall pay all expenses of
transit, and all risks of loss shall remain with Buyer until merchandise is received and accepted by ATI.

11. TERMS OF PAYMENT

Unless otherwise stated in the Payment Terms section of the preceding quotation, all purchases are
payable by cash in advance of shipment. Unless specifically provided, no cash discounts are available to
the Buyer. For purchases made on credit terms, ATI reserves the right, until the full balance has been
paid, to charge the Buyer with interest on overdue payments at a rate of 18% per annum. Interest
 charges applied by ATI shall not be construed as obligating ATI to grant any extension of time in the terms
of payment.

12. CHANGES AND CANCELL ATIONS

Orders accepted by ATI are not subject to changes or cancellation by the Buyer, except with ATIs written
consent. In Such cases where ATI authorizes changes or cancellation, ATI reserves the right to charge the
Buyer reasonable costs based on expenses already incurred and commitments made by ATI, including but
not limited to any labor performed, material purchased.

13. INSTALLATION
Unless otherwise expressly stipulated in the quotation, goods purchased by the Buyer shall be installed
by and at the risk and expense of the Buyer. In the event that ATI is requested to supervise such
installation, ATIs responsibility shall be limited to exercising that degree of skill customary in the trade in
supervising installations of the same type. The Buyer shall remain responsible for all other aspects of the
work including compliance with applicable local laws and regulations.

14. AGREEMENT
An acceptance of the official confirmation of the Buyers Purchase Order by ATI shall constitute the
complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all
previous quotations, orders or agreements. The Law of the State of Maryland shall govern the validity,
interpretation and enforcement of these terms and conditions of sale and of any contract of which these
terms and conditions are a part.

15. . DELIVERY
Sales are made FOB point of shipment. Delivery of goods to carrier, or in the absence of shipping
instructions, the mailing of a covering invoice, shall constitute delivery and passing of title to the Buyer,
subject, however, to ATIs right of stoppage in transit. All risk of loss or damage in transit shall be borne
by the Buyer.

16. BANKRUPTCY
In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the
Buyer, including the calling of a creditors meeting, or in the event of the appointment, with or without
the Buyers consent, of an assignee for the benefit of creditors or of a receiver, then ATI shall be entitled
to cancel any unfilled part of this order without any liability whatsoever.

17. . COSTS; ATTORNEYS FEES

If any legal action or other proceeding is brought by ATI for the enforcement of this agreement, or
because of an alleged dispute, breach, default or misrepresentation in connection with any of the
provisions of this agreement, ATI shall be entitled to recover from the unsuccessful or non-prevailing
party or parties, reasonable attorneys fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled at law or in equity.

Protecting People, Products, and Critical Infrastructure