Terms and Conditions

UNIVERSAL ACOUSTIC & EMISSION TECHNOLOGIES, INC.

STANDARD TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale apply to all Orders submitted to Universal Acoustic & Emission Technologies, Inc. a Wisconsin corporation (“Universal”), in addition to the descriptions, specifications, prices, and other items set forth in or pertaining to the Order itself.

1. OFFER, GOVERNING PROVISIONS AND CANCELLATION. THESE TERMS AND CONDITIONS SHALL CONSTITUTE THE ENTIRE AGREEMENT WITH REGARD TO PRODUCTS (“PRODUCTS”) SOLD BY UNIVERSALTO ITS CUSTOMER, AND SHALL BE GOVERNED BY AND SHALL BE CONSTRUED ACCORDING TO THE INTERNAL LAWS OF THE STATE OF WISCONSIN. ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER COMMUNICATION FROM CUSTOMER SHALL BE OF NO FORCE AND EFFECT. NEITHER UNIVERSAL’S ACKNOWLEDGEMENT OF A PARTICULAR PURCHASE ORDER NOR ITS FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER SHALL BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF ANY OF THE PROVISIONS HEREOF.

2. THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS.

3. CANCELLATION. No Order may be canceled or altered by Customer except upon terms and conditions acceptable to Universal, as evidenced by Universal’s written consent. In the event of such an approved cancellation by Customer, Universal shall be entitled to payment of the full price, less the amount of any expenses saved by Universal by reason of the cancellation.

4. PRICES AND PAYMENT. All prices listed are payable as stated in Universal’s current applicable price list or attached quote. All prices and payment terms are subject to change without notice, and the price of Products on order but unshipped will be adjusted to the price in effect at the time of the final accepted Order. Payment is due on the terms agreed by Universal in writing, or, if there is no such written agreement, in accordance with the applicable price list, or, if no price list is applicable, upon Customer’s receipt of Universal’s invoice. Notwithstanding the foregoing, at its sole option at any time, Universal may require Customer to make payment in advance or by irrevocable letter of credit, and may defer shipment or cancel any Order if Customer does not promptly provide such payment or a letter of credit. Any such letter of credit shall be advised for Universal’s benefit by a bank acceptable to Universal, shall be subject to and governed by the Uniform Customs and Practice for Documentary Credits (ICC Publication No. 500, 1993 Revision or subsequent revisions and amendments), shall provide for payment against Universal’s invoice and bill of lading, and shall be in form and substance satisfactory to Universal. Universal reserves the right to impose Cash in Advance terms or Customer progress billings.

5. LATE PAYMENTS. Any obligation of Customer to Universal not paid as and when due shall bear interest from the due date until paid at the lower of: (a) the rate of 1½ % per month, or (b) the highest rate permitted by applicable law. It is at the discretion of Universal to invoice late payment fees separately and include total on Customer’s account. Failure to pay late payment fees may result in credit holds being placed on future orders in by Customer.

6. TAXES AND OTHER CHARGES. Any tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Universal and Customer shall be paid by Customer in addition to the prices invoiced. Customer shall provide Universal at the time the Order is submitted with any applicable exemption certificate or other document acceptable to the authority imposing such tax, fee or charge. In the event Universal is required to pay any such tax, fee or charge, Customer shall reimburse Universal immediately upon request.

7. RIGHT TO REFUSE ORDER. Universal reserves the right to refuse to accept any Order that it determines to be detrimental to its best interests.

8. DELIVERY. (a) Products. (i) All shipments will be F.O.B. Universal’s plant or other loading point designated by Universal; (ii) all risks of loss or damage in transit shall be borne by Customer after delivery to the carrier; and (iii) all costs of shipping shall be borne by Customer. (b) Other Terms: (i) Any additional expense arising from the use of a method or route of shipment requested by Customer shall be borne entirely by Customer. Universal reserves the right to make delivery in installments, unless otherwise agreed in writing by it; all such installments are to be separately invoiced and paid for when due per invoice or other instructions from Universal, without regard to subsequent deliveries, and any deliveries not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise. Delay in delivery of any installment shall not relieve Customer of its obligations to accept remaining deliveries. In any case, Customer shall bear all costs of any special packaging or containers requested by Customer, or otherwise deemed necessary in Universal’s opinion, in connection with shipping. Universal may, at any time, require any or all costs of shipping for which Customer is responsible under the terms hereof to be prepaid by Customer. (ii) Claims for shortages or other errors in delivery must be made in writing to Universal within 5 days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Customer. Claims for loss or damage to Products in transit, after risk of loss has passed to Customer, shall be made to the carrier and not to Universal. (iii) All delivery dates are approximate.

9. SECURITY INTEREST. This Agreement shall be considered a security agreement to the maximum extent allowed by law. Customer hereby grants to Universal, and Universal shall have, retain, and possess, a valid and perfected security interest in the Products and proceeds thereof, free of all liens, claims and rights of other parties, until Universal is paid in full. Customer hereby irrevocably grants to Universal a power of attorney to complete, sign on Customer’s behalf, and file all financing statements and other documents reasonably necessary to perfect Universal’s security interest. Customer further agrees, upon Universal’s request, to deliver to Universal any financing statement and other documents and take such actions as Universal may consider necessary in order to establish and maintain Universal’s aforementioned valid and perfected security interest. If Customer defaults, or Universal deems itself insecure of receiving payment, the full unpaid balance shall become immediately due and payable at the option of the Universal, and Universal may retake possession of the Products without court order. Customer agrees that it will not, directly or indirectly, sell, assign, convey, give away, or otherwise create any security interest in the Products or other rights provided under this Agreement without Universal’s prior written consent.

10. DELAYED SHIPMENT. If the Products are completed and ready for shipment but are delayed by an amount of time greater than 10 days for any reason beyond Universal’s reasonable control, including Customer’s failure to give shipping instructions, Universal will have the right to transfer ownership and risk of loss to the customer. Additionally, Universal reserves the right to invoice the full amount of the products being shipped and will expect payment according to the terms of the purchase order. Universal may store such Products at Customer’s risk in a warehouse or yard or upon Universal’s premises, and Customer shall pay all handling, transportation and storage charges upon submission of invoices by Universal. Universal reserves the right to charge 1% of the product(s) purchase price per week of storage. Calculation of storage will begin 10 days after notification to the Customer that products are ready for shipment.

11. PRODUCT DESCRIPTIONS AND LITERATURE. Any description of the Products, whether made in writing or orally by Universal or its agents, or in specifications, samples, models, bulletins, drawings, diagrams, engineering sheets, catalogues, product brochures, photographs and other illustrations or similar materials used in connection with the Order, are for the sole purpose of identifying the Products and shall not be construed as an express warranty and shall not form part of the terms of the transaction between Universal and Customer. Any suggestions by Universal or Universal’s agents regarding use, application or suitability of the Products shall not be construed as an express warranty unless confirmed to be such in writing by Universal.

12. CHANGES. Universal may at any time make such changes in design and construction of Products as Universal deems appropriate, without notice to Customer. Universal may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.

13. LIMITED WARRANTY. Subject to the exclusions contained herein, Universal warrants that the Products will comply with the agreed upon specifications therefore and shall be free of defects in material and workmanship. The term of this warranty is for a period terminating 12 months from the date the Products are placed in operation or 14 months from the date the Products are complete and ready for shipment, whichever shall first occur, and provided Customer shall, within such period, notify Universal in writing of such defect(s) and fully cooperate with Universal in pursuing the remedying thereof. If a failure to conform to this warranty be reported to Universal within such period, Universal shall, at its option, correct such nonconformity by suitable repair to the Products, or furnish replacement parts D.A.P. (Delivered at Place), provided Customer has restored the Products to the “as shipped” condition prior to installation and has installed, maintained and operated the Products in accordance with standard industry practices and has complied with all Universal Installation, Operation and maintenance manuals and with any other specific recommendations of Universal respecting the Products.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES; ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

Spare parts or other parts of the Products furnished by Universal but manufactured by others shall carry whatever warranty, if any, the manufacturer thereof has given to Universal and which can be passed on to the Customer.

Universal shall not be liable for any repairs, replacement or adjustments to Products or any costs of labor performed by Customer without Universal’s prior written approval. All warranties shall expire in the event the Product is misused, neglected, or operated other than for its intended purpose.

Unless specifically stated in writing, Universal makes no performance warranty of any kind respecting the Products. The effects of corrosion, erosion and normal wear and tear are specifically excluded from Universal’s warranty. In the event performance warranties are expressly included in writing, Universal’s sole obligation shall be to correct non-conformities in the manner and for the period of time provided herein above.

This warranty covers non-emission related products only.

14. RETURNS. To return any Product, Customer must first obtain a “Return Authorization Number” from Universal. Any returned Products must be securely packaged and reach Universal without damage. All returned Products must be shipped to Universal insured and prepaid (no COD's will be accepted), must be accompanied by the “Return Authorization Number” clearly marked on the shipping box and enclosed letter, a copy of the original invoice, and a note explaining the reason for return. Universal reserves the right to refuse returns based on lower priced stock products or special order items. Products that have been changed or modified by the Customer may be returned only with approval from Universal or Universal’s agents. If any modified or damaged products are returned by the Customer, Universal may deny Customer any requested credit.

15. PATENTS, TRADEMARKS AND COPYRIGHTS. Universal will, at its own expense, defend any suits that may be instituted by anyone against Customer for alleged infringement of any United States patent, trademark, copyright or other intellectual property right of a third party relating to any Products manufactured and furnished by Universal hereunder, if such alleged infringement consists of the use of such Products, or parts thereof, in Customer’s business, and if Customer shall have made all payments then due hereunder, provided, however, that Customer shall give Universal immediate notice in writing of any such suit, shall transmit to Universal immediately upon receipt all processes and papers served upon Customer, shall permit Universal through its counsel, either in the name of Customer or in the name of Universal, to defend the same and shall give all needed information, assistance and authority to enable Universal to do so. If such Products in such suit are held in and of themselves to infringe any valid United States patent, trademark, copyright or other intellectual property right of a third party, then: (a) Universal will pay any final award of damages in such suit attributable to such infringement, and (b) if in such suit use of such Products by Customer is permanently enjoined by reason of such infringement, Universal shall, at its own expense and at its sole option, either (i) procure for Customer the right to continue using the Products, (ii) modify the Products to render them non-infringing, (iii) replace the Products with non- infringing goods, or (iv) refund the purchase price and the transportation costs paid by Customer for the Products.

Notwithstanding the foregoing, Universal shall not be responsible for any compromise or settlement made without its written consent, or for infringements of combination or process patents covering the use of the Products in combination with other goods or materials not furnished by Universal.

As to any Products furnished by Universal to Customer and manufactured in accordance with drawings, designs or specifications proposed or furnished by Customer, or any claim of contributory infringement resulting from the use or resale by Customer of such Products, Universal shall not be liable, and Customer shall indemnify Universal and hold Universal harmless from and against any and all loss, liability, damage, claim or expense (including but not limited to Universal’s reasonable attorneys’ fees and other costs of defense) incurred by Universal as a result of any claim of patent, trademark, copyright or trade secret infringements, or infringements of any other proprietary rights of third parties. The purchase of any Products hereunder does not entitle Customer to employ the same in any patented process.

The foregoing states the entire liability of Universal for infringement, and in no event shall Universal be liable for consequential damages attributable to an infringement.

16. LIMITS ON LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES AND DISCLAIMER OF LIABILITY; CUSTOMER’ S INDEMNITY. With respect to any and all breaches of this contract, Universal’s liability shall in no event exceed the contract price for the Products out of which the claim arose.

UNIVERSAL SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY UNIVERSAL, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.

Without limiting the generality of the foregoing, Universal specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of Products or any associated equipment, cost of capital, facilities or services, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss. All the limitations and disclaimers contained in this Paragraph and in the rest of this contract shall apply to claims of Customer’s customers or any third party asserted by Customer against Universal for indemnity or contribution, as well as direct claims of Customer against Universal. Customer shall indemnify Universal against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys’ fees and other costs of defending any action) that Universal may incur as a result of any products’ liability claims or damages, or any claim by Customer or others arising out of or in connection with Customer’s use of the Products and/or related products or services sold hereunder and based on Products or product or service defects not proven to have been caused solely by Universal’s negligence.

17. FORCE MAJEURE. In the event of fire, labor disputes, accident, flood or other casualty, governmental regulations, or any cause or condition beyond the reasonable control of either party that affects its ability to perform under an Order, the affected party may suspend or reduce performance accordingly without being deemed in breach of the Order; provided, however, that the other party may, at its option, cancel that part of the Order so delayed or affected and seek substitute performance from a third party.

18. SEVERABILITY. If any provisions of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provision hereof, which shall be construed as if such illegal and unenforceable provision(s) had not been inserted herein.

© 2015 Universal Acoustic & Emission Technologies, Inc. All rights reserved.94-1467 Rev 5

OJIBWAY ENCLOSURE SYSTEMS, LLC

STANDARD TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale apply to all Orders submitted to Ojibway Enclosure Systems LLC, a Wisconsin corporation (“Ojibway”), in addition to the descriptions, specifications, prices, and other items set forth in or pertaining to the Order itself.

1.OFFER, GOVERNING PROVISIONS AND CANCELLATION. THESE TERMS AND CONDITIONS SHALL CONSTITUTE THE ENTIRE AGREEMENT WITH REGARD TO PRODUCTS (“PRODUCTS”) SOLD BY OJIBWAY TO ITS CUSTOMER, AND SHALL BE GOVERNED BY AND SHALL BE CONSTRUED ACCORDING TO THE INTERNAL LAWS OF THE STATE OF WISCONSIN. ANY CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER COMMUNICATION FROM CUSTOMER SHALL BE OF NO FORCE AND EFFECT. NEITHER OJIBWAY’S ACKNOWLEDGEMENT OF A PARTICULAR PURCHASE ORDER NOR ITS FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER SHALL BE DEEMED AN ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF ANY OF THE PROVISIONS HEREOF.

2.THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS.

3.CANCELLATION. No Order may be canceled or altered by Customer except upon terms and conditions acceptable to Ojibway, as evidenced by Ojibway’s written consent. In the event of such an approved cancellation by Customer, Ojibway shall be entitled to payment of the full price, less the amount of any expenses saved by Ojibway by reason of the cancellation.

4.PRICES AND PAYMENT. All prices listed are payable as stated in Ojibway’s current applicable price list or attached quote. All prices and payment terms are subject to change without notice, and the price of Products on order but unshipped will be adjusted to the price in effect at the time of the final accepted Order. Payment is due on the terms agreed by Ojibway in writing, or, if there is no such written agreement, in accordance with the applicable price list, or, if no price list is applicable, upon Customer’s receipt of Ojibway’s invoice. Notwithstanding the foregoing, at its sole option at any time, Ojibway may require Customer to make payment in advance or by irrevocable letter of credit, and may defer shipment or cancel any Order if Customer does not promptly provide such payment or a letter of credit. Any such letter of credit shall be advised for Ojibway’s benefit by a bank acceptable to Ojibway, shall be subject to and governed by the Uniform Customs and Practice for Documentary Credits (ICC Publication No. 500, 1993 Revision or subsequent revisions and amendments), shall provide for payment against Ojibway’s invoice and bill of lading, and shall be in form and substance satisfactory to Ojibway. Ojibway reserves the right to impose Cash in Advance terms or Customer progress billings.

5.LATE PAYMENTS. Any obligation of Customer to Ojibway not paid as and when due shall bear interest from the due date until paid at the lower of: (a) the rate of 1½ % per month, or (b) the highest rate permitted by applicable law. It is at the discretion of Ojibway to invoice late payment fees separately and include total on Customer’s account. Failure to pay late payment fees may result in credit holds being placed on future orders in by Customer.

6.TAXES AND OTHER CHARGES. Any tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Ojibway and Customer shall be paid by Customer in addition to the prices invoiced. Customer shall provide Ojibway at the time the Order is submitted with any applicable exemption certificate or other document acceptable to the authority imposing such tax, fee or charge. In the event Ojibway is required to pay any such tax, fee or charge, Customer shall reimburse Ojibway immediately upon request.

7.RIGHT TO REFUSE ORDER. Ojibway reserves the right to refuse to accept any Order that it determines to be detrimental to its best interests.

8.DELIVERY. (a) Products. (i) All shipments will be F.O.B. Ojibway’s plant or other loading point designated by Ojibway; (ii) all risks of loss or damage in transit shall be borne by Customer after delivery to the carrier; and (iii) all costs of shipping shall be borne by Customer. (b) Other Terms: (i) Any additional expense arising from the use of a method or route of shipment requested by Customer shall be borne entirely by Customer. Ojibway reserves the right to make delivery in installments, unless otherwise agreed in writing by it; all such installments are to be separately invoiced and paid for when due per invoice or other instructions from Ojibway, without regard to subsequent deliveries, and any deliveries not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered merchandise. Delay in delivery of any installment shall not relieve Customer of its obligations to accept remaining deliveries. In any case, Customer shall bear all costs of any special packaging or containers requested by Customer, or otherwise deemed necessary in Ojibway’s opinion, in connection with shipping. Ojibway may, at any time, require any or all costs of shipping for which Customer is responsible under the terms hereof to be prepaid by Customer. (ii) Claims for shortages or other errors in delivery must be made in writing to Ojibway within 5 days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Customer. Claims for loss or damage to Products in transit, after risk of loss has passed to Customer, shall be made to the carrier and not to Ojibway. (iii) All delivery dates are approximate.

9.SECURITY INTEREST. This Agreement shall be considered a security agreement to the maximum extent allowed by law. Customer hereby grants to Ojibway, and Ojibway shall have, retain, and possess, a valid and perfected security interest in the Products and proceeds thereof, free of all liens, claims and rights of other parties, until Ojibway is paid in full. Customer hereby irrevocably grants to Ojibway a power of attorney to complete, sign on Customer’s behalf, and file all financing statements and other documents reasonably necessary to perfect Ojibway’s security interest. Customer further agrees, upon Ojibway’s request, to deliver to Ojibway any financing statement and other documents and take such actions as Ojibway may consider necessary in order to establish and maintain Ojibway’s aforementioned valid and perfected security interest. If Customer defaults, or Ojibway deems itself insecure of receiving payment, the full unpaid balance shall become immediately due and payable at the option of the Ojibway, and Ojibway may retake possession of the Products without court order. Customer agrees that it will not, directly or indirectly, sell, assign, convey, give away, or otherwise create any security interest in the Products or other rights provided under this Agreement without Ojibway’s prior written consent.

10.DELAYED SHIPMENT. If the Products are completed and ready for shipment but are delayed by an amount of time greater than 10 days for any reason beyond Ojibway’s reasonable control, including Customer’s failure to give shipping instructions, Ojibway will have the right to transfer ownership and risk of loss to the customer. Additionally, Ojibway reserves the right to invoice the full amount of the products being shipped and will expect payment according to the terms of the purchase order. Ojibway may store such Products at Customer’s risk in a warehouse or yard or upon Ojibway’s premises, and Customer shall pay all handling, transportation and storage charges upon submission of invoices by Ojibway. Ojibway reserves the right to charge 1% of the product(s) purchase price per week of storage. Calculation of storage will begin 10 days after notification to the Customer that products are ready for shipment.

11.PRODUCT DESCRIPTIONS AND LITERATURE. Any description of the Products, whether made in writing or orally by Ojibway or its agents, or in specifications, samples, models, bulletins, drawings, diagrams, engineering sheets, catalogues, product brochures, photographs and other illustrations or similar materials used in connection with the Order, are for the sole purpose of identifying the Products and shall not be construed as an express warranty and shall not form part of the terms of the transaction between Ojibway and Customer. Any suggestions by Ojibway or Ojibway’s agents regarding use, application or suitability of the Products shall not be construed as an express warranty unless confirmed to be such in writing by Ojibway.

12.CHANGES. Ojibway may at any time make such changes in design and construction of Products as Ojibway deems appropriate, without notice to Customer. Ojibway may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.

13.LIMITED WARRANTY. Subject to the exclusions contained herein, Ojibway warrants that the Products will comply with the agreed upon specifications therefore and shall be free of defects in material and workmanship. The term of this warranty is for a period terminating 12 months from the date the Products are placed in operation or 14 months from the date the Products are complete and ready for shipment, whichever shall first occur, and provided Customer shall, within such period, notify Ojibway in writing of such defect(s) and fully cooperate with Ojibway in pursuing the remedying thereof. If a failure to conform to this warranty be reported to Ojibway within such period, Ojibway shall, at its option, correct such nonconformity by suitable repair to the Products, or furnish replacement parts D.A.P. (Delivered at Place), provided Customer has restored the Products to the “as shipped” condition prior to installation and has installed, maintained and operated the Products in accordance with standard industry practices and has complied with all Ojibway Installation, Operation and maintenance manuals and with any other specific recommendations of Ojibway respecting the Products.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES; ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

Spare parts or other parts of the Products furnished by Ojibway but manufactured by others shall carry whatever warranty, if any, the manufacturer thereof has given to Ojibway and which can be passed on to the Customer.

Ojibway shall not be liable for any repairs, replacement or adjustments to Products or any costs of labor performed by Customer without Ojibway’s prior written approval. All warranties shall expire in the event the Product is misused, neglected, or operated other than for its intended purpose.

Unless specifically stated in writing, Ojibway makes no performance warranty of any kind respecting the Products. The effects of corrosion, erosion and normal wear and tear are specifically excluded from Ojibway’s warranty. In the event performance warranties are expressly included in writing, Ojibway’s sole obligation shall be to correct non-conformities in the manner and for the period of time provided herein above.

This warranty covers non-emission related products only.

14.RETURNS. To return any Product, Customer must first obtain a “Return Authorization Number” from Ojibway. Any returned Products must be securely packaged and reach Ojibway without damage. All returned Products must be shipped to Ojibway insured and prepaid (no COD's will be accepted), must be accompanied by the “Return Authorization Number” clearly marked on the shipping box and enclosed letter, a copy of the original invoice, and a note explaining the reason for return. Ojibway reserves the right to refuse returns based on lower priced stock products or special order items. Products that have been changed or modified by the Customer may be returned only with approval from Ojibway or Ojibway’s agents. If any modified or damaged products are returned by the Customer, Ojibway may deny Customer any requested credit.

15.PATENTS, TRADEMARKS AND COPYRIGHTS. Ojibway will, at its own expense, defend any suits that may be instituted by anyone against Customer for alleged infringement of any United States patent, trademark, copyright or other intellectual property right of a third party relating to any Products manufactured and furnished by Ojibway hereunder, if such alleged infringement consists of the use of such Products, or parts thereof, in Customer’s business, and if Customer shall have made all payments then due hereunder, provided, however, that Customer shall give Ojibway immediate notice in writing of any such suit, shall transmit to Ojibway immediately upon receipt all processes and papers served upon Customer, shall permit Ojibway through its counsel, either in the name of Customer or in the name of Ojibway, to defend the same and shall give all needed information, assistance and authority to enable Ojibway to do so. If such Products in such suit are held in and of themselves to infringe any valid United States patent, trademark, copyright or other intellectual property right of a third party, then: (a) Ojibway will pay any final award of damages in such suit attributable to such infringement, and (b) if in such suit use of such Products by Customer is permanently enjoined by reason of such infringement, Ojibway shall, at its own expense and at its sole option, either (i) procure for Customer the right to continue using the Products, (ii) modify the Products to render them non-infringing, (iii) replace the Products with non- infringing goods, or (iv) refund the purchase price and the transportation costs paid by Customer for the Products.

Notwithstanding the foregoing, Ojibway shall not be responsible for any compromise or settlement made without its written consent, or for infringements of combination or process patents covering the use of the Products in combination with other goods or materials not furnished by Ojibway.

As to any Products furnished by Ojibway to Customer and manufactured in accordance with drawings, designs or specifications proposed or furnished by Customer, or any claim of contributory infringement resulting from the use or resale by Customer of such Products, Ojibway shall not be liable, and Customer shall indemnify Ojibway and hold Ojibway harmless from and against any and all loss, liability, damage, claim or expense (including but not limited to Ojibway’s reasonable attorneys’ fees and other costs of defense) incurred by Ojibway as a result of any claim of patent, trademark, copyright or trade secret infringements, or infringements of any other proprietary rights of third parties. The purchase of any Products hereunder does not entitle Customer to employ the same in any patented process.

The foregoing states the entire liability of Ojibway for infringement, and in no event shall Ojibway be liable for consequential damages attributable to an infringement.

16.LIMITS ON LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES AND DISCLAIMER OFLIABILITY; CUSTOMER’S INDEMNITY. With respect to any and all breaches of this contract, Ojibway’s liability shall in no event exceed the contract price for the Products out of which the claim arose.

OJIBWAY SHALL NOT BE SUBJECT TO AND DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY OJIBWAY, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.

Without limiting the generality of the foregoing, Ojibway specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, loss of use of Products or any associated equipment, cost of capital, facilities or services, downtime, shut-down or slowdown costs, spoilage of material, or for any other types of economic loss. All the limitations and disclaimers contained in this Paragraph and in the rest of this contract shall apply to claims of Customer’s customers or any third party asserted by Customer against Ojibway for indemnity or contribution, as well as direct claims of Customer against Ojibway. Customer shall indemnify Ojibway against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys’ fees and other costs of defending any action) that Ojibway may incur as a result of any products’ liability claims or damages, or any claim by Customer or others arising out of or in connection with Customer’s use of the Products and/or related products or services sold hereunder and based on Products or product or service defects not proven to have been caused solely by Ojibway’s negligence.

17.FORCE MAJEURE. In the event of fire, labor disputes, accident, flood or other casualty, governmental regulations, or any cause or condition beyond the reasonable control of either party that affects its ability to perform under an Order, the affected party may suspend or reduce performance accordingly without being deemed in breach of the Order; provided, however, that the other party may, at its option, cancel that part of the Order so delayed or affected and seek substitute performance from a third party.

18.SEVERABILITY. If any provisions of these terms and conditions of sale shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any legal and enforceable provision hereof, which shall be construed as if such illegal and unenforceable provision(s) had not been inserted herein.


Warranty

LIMITED WARRANTY. Subject to the exclusions contained herein, UniversalAET warrants that the Products will comply with the agreed upon specifications therefore and shall be free of defects in material and workmanship. The term of this warranty is for a period terminating 12 months from the date the Products are placed in operation or 14 months from the date the Products are complete and ready for shipment, whichever shall first occur, and provided Customer shall, within such period, notify UniversalAET in writing of such defect(s) and fully cooperate with UniversalAET in pursuing the remedying thereof. If a failure to conform to this warranty be reported to UniversalAET within such period, UniversalAET shall, at its option, correct such nonconformity by suitable repair to the Products, or furnish replacement parts D.A.P. (Delivered at Place), provided Customer has restored the Products to the “as shipped” condition prior to installation and has installed, maintained and operated the Products in accordance with standard industry practices and has complied with all UniversalAET Installation, Operation and maintenance manuals and with any other specific recommendations of UniversalAET respecting the Products.

Spare parts or other parts of the Products furnished by UniversalAET but manufactured by others shall carry whatever warranty, if any, the manufacturer thereof has given to UniversalAET and which can be passed on to the Customer.

UniversalAET shall not be liable for any repairs, replacement or adjustments to Products or any costs of labor performed by Customer without UniversalAET’s prior written approval. All warranties shall expire in the event the Product is misused, neglected, or operated other than for its intended purpose.

Unless specifically stated in writing, UniversalAET makes no performance warranty of any kind respecting the Products. The effects of corrosion, erosion and normal wear and tear are specifically excluded from UniversalAET’s warranty. In the event performance warranties are expressly included in writing, UniversalAET’s sole obligation shall be to correct non-conformities in the manner and for the period of time provided herein above.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES; ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

©2015 UniversalAET All right reserved Warranty 94-1191 Rev 7