Standard Terms and Condition of Sale

1. Sole Agreement and Acceptance. The terms and conditions set forth herein contain the sole, entire and exclusive agreement between the Seller and the Buyer in this transaction and supersede all prior discussions, proposals, negotiations, representations, and agreements; except as expressly provided herein any additional or conflicting terms, whether or not material, shall not, in any manner, by implication, by waiver, or otherwise, govern the relationship between Seller and Buyer. Seller objects to and shall not be bound to any past or future terms or conditions not set forth herein, including any additional terms shown on Buyer’s purchase order or acknowledgement or shipping documents, which order, acknowledgement or shipping document shall be accepted for billing purposes only, and any inconsistencies therein with the provisions hereof shall be null and void. Shipment pursuant to Buyer’s order containing different or additional terms does not constitute acceptance of such terms and Seller’s shipment pursuant to such order is expressly made conditional on Buyer’s assent to the additional and different terms contained herein. ANY WAIVER, MODIFICATION, OR AMENDMENT OF THESE TERMS AND CONDITIONS SHALL ONLY BE EFFECTIVE AS AGAINST EITHER PARTY IF SUCH WAIVER, MODIFICATION, OR AMENDMENT IS CONTAINED IN A WRITTEN INSTRUMENT DULY EXECUTED BY OR ON BEHALF OF BOTH PARTIES. All orders are subject to acceptance by Seller.

2. Price and Payment. The price(s) herein specified may be revised for any thirty (30) day period by written notice from Seller dispatched not less than fifteen (15) days prior to the date on which any such period commences. In the absence of such written notice from Seller to Buyer, the price then in effect shall continue in effect until such notice is given. If no price is specified on the face hereof, all orders shall be priced in accordance with Seller’s price quotation in effect on the date of shipment. Payment for all shipments hereunder shall be made by Buyer against Seller’s invoice within thirty (30) days from date of the invoice, terms net cash, unless otherwise indicated on the face hereof. Past due invoices shall be subject to a finance charge of 1.5% per month or the maximum rate allowed by law, whichever is less. If at any time, in Seller’s opinion, the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, or inadequate to meet the obligations hereunder, the terms of payment may, at Seller’s option, be revised or withdrawn, and Seller may require cash or other satisfactory security before making further shipments to Buyer.

3. Taxes. Any tax, excise, inspection fee, duty, or other governmental charge upon the sale and/or shipment of the material(s) herein specified now imposed by federal, state or local authorities, or hereafter becoming effective within the life of this Agreement, shall be added to the price herein provided and shall be paid by Buyer.

4. Delivery. Shipment dates are based upon Seller’s commercial reasonable judgment, are subject to production limitations and factory schedules, and hence are not guaranteed. All sales are F.O.B. (INCOTERMS) at the Seller’s shipping point (the “Shipping Point”), Alvin, Texas, or such other shipping point designated by Seller. Seller’s weights or measurements taken at the shipping point shall control unless proven to be in error by clear and convincing evidence to the contrary.

5. Title and risk of loss: Title and risk of loss of the goods shall pass to the Buyer upon loading of the goods at the Shipping Point.

6. Export Restrictions. Buyer acknowledges and agrees that the goods are subject to the U.S. Export Administration Laws and Regulations. Diversion of such goods contrary to U.S. or foreign law or regulation is prohibited. Buyer agrees that none of the goods, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, unless authorized by the U.S. Government. Proscribed countries are set forth in the U.S. Export Administration Regulations. Buyer further represents and warrants that no U.S. federal agency has suspended, revoked, or denied Buyer’s export privileges. Buyer agrees to comply strictly with all U.S. export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.

7. Force Majeure. “Force Majeure” means any of the following occurring after the date of this Purchase Order: catastrophic storms, fires, explosions, floods, tornadoes, earthquakes or other catastrophic acts of God, insurrections, acts of terrorism, riots, acts of the enemy, changes in applicable laws, epidemics or pandemics or acts of any governmental authority that were not requested, promoted, or caused by the affected party; provided that such act or event (a) delays or renders impossible the affected party’s performance of its obligations, (b) is beyond the reasonable control of the affected party, not due to its fault or negligence and was not reasonably foreseeable and (c) could not have been prevented or avoided by the affected party (or its subcontractors) through the exercise of due diligence, including the expenditure of any reasonable sum taking into account the price. For the avoidance of doubt, Force Majeure shall not include any of the following: (i) economic hardship; (ii) changes in market conditions; (ii) labor availability, strikes, or other similar labor actions; or (iii) weather conditions of any level of severity (other than catastrophic storms, floods and tornadoes). If the commencement, execution or completion of any work of Seller is delayed by Force Majeure, then Seller shall be entitled to an extension to the applicable delivery date.

8. Warranty and liability: The Seller warrants that the goods furnished shall conform to agreed drawings/specifications (if any). THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Buyer assumes all risk, liability, and damage resulting from the use of the goods, whether used singularly, or in combination with other goods, of technical advice furnished, or of specification changes.

9. Remedies of Buyer. Seller will promptly replace, correct or repair any goods not conforming to the agreed upon specifications after having been notified with all reasonable diligence by Buyer when such notification is within twelve (12) months from the delivery of the goods at the Shipping Point. Seller will not be responsible for any goods which have been in any way tampered with, repaired or otherwise altered by anyone, other than an employee or authorized representative of Seller, or which have failed due to Buyer’s lack of compliance with recommended written usage and maintenance parameters supplied by Seller to Buyer upon or before delivery of the Goods to Buyer, and subject also to the limitation provisions.

10. Limitation of liability. The remedies of Buyer set forth herein are exclusive. The total liability of Seller, with respect to the goods furnished hereunder, or with respect to the manufacture, sale, delivery, repair, or technical direction covered by or furnished pursuant to these terms and conditions, whether such liability of Seller is based on contract, warranty, negligence, strict liability, indemnity, or otherwise, shall not exceed the purchase price of the goods in respect of which the claim is made. SELLER SHALL IN NO EVENT BE LIABLE TO THE BUYER, ANY SUCCESSORS IN INTEREST OR ASSIGNEES OF THE BUYER, ANY CUSTOMERS OF BUYER OR ANY BENEFICIARY OR ASSIGNEE OF BUYER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES arising out of any defect in, or failure of or malfunction of the goods sold hereunder, regardless of the cause for such loss or damage, including, without limitation, whether such loss or damage is based on contract, warranty, NEGLIGENCE, indemnity, strict liability, or other fault.

11. Seller. “Seller” in these Conditions of Sale refers to Woven Metal Products, Inc., 1201 FM 775, Alvin, Texas 77511.

12. Intellectual Property Rights. The contract of sale formed by these terms and conditions in no way provides Buyer with any license, express or implied, to practice any patented inventions or discoveries owned by Seller, except any patented invention or discovery that is embodied by the form and/or composition of the product(s) as sold by Seller to Buyer.

13. Termination: Seller may terminate the Agreement formed by these terms and conditions at any time in the event that Buyer shall fail to perform or observe any term or condition hereof by giving Buyer ten (10) days written notice of termination. Termination hereunder shall not prevent Seller from pursuing any other remedy available to Seller by law or from seeking all such damages to which Seller may be entitled.

14. Assignment: This Agreement shall extend to and be binding upon the parties hereto, their successors and assigns, provided, however, that Buyer shall not assign its rights nor delegate its duties under this Agreement without the written consent of the Seller.

15. Governing Law/Venue: This Agreement shall be construed and interpreted in accordance with the applicable laws of the state of Texas, exclusive of any principles of conflicts of laws that would require application of the substantive laws of another jurisdiction. Buyer and Seller agree to submit to the exclusive venue and jurisdiction of the courts located in Harris County, Texas in any actions related to, or arising out of, this Agreement.

16. Confidentiality: Nothing stated herein shall be construed to relieve Buyer from any obligation of confidentiality owed to Seller or its affiliates with respect to any materials or information furnished to Buyer subject to such obligation.