GENERAL

This document is an offer by CASCO USA of Washington, PA to supply the products, equipment and/or parts that are identified in this document (“Equipment”) to the purchaser identified in this document (“Purchaser”) in accordance with these terms and conditions of sale (“Terms and Conditions”), is not an acceptance or confirmation of any offer made by Purchaser, and is expressly made conditional on Purchaser’s assent to these terms and conditions. CASCO USA objects to any additional or different terms or conditions in any request for quotation, request for proposal, purchase order or other document or communication previously or hereafter provided by Purchaser to CASCO USA. No such additional or different terms or conditions will be of any force or effect, unless specifically agreed to by an executive officer of CASCO USA in writing. These Terms and Conditions and the additional terms contained in this document, as supplemented by agreed-upon prices, quantities and shipping dates (collectively, the “Agreement”) shall be the entire agreement between CASCO USA and Purchaser on the subject of the transactions described herein; and there are no conditions to this Agreement that are not expressed herein.

DELIVERY

Unless otherwise provided in this document, all Equipment will be delivered F.O.B shipping point. In the event that scheduled delivery of Equipment is delayed by Purchaser, CASCO USA may store such Equipment for the account of and at the risk of Purchaser. CASCO USA guarantees no delivery dates, as such dates are estimates only, and reserves the right to make delivery in installments in order to fill an order. Delay in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries. CASCO USA shall not be liable for any losses or damages as a result of any delay or failure to deliver due to any cause beyond CASCO USAs’ reasonable control, including but not limited to any act of God, act of Purchaser, embargo or other government act, regulation or request, fire, flood, hurricane, accident, strike, slowdown, war, act of terrorism, riot, delay in transportation, equipment failure, or inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost because of the delay. Purchaser’s exclusive remedy for other delays and for CASCO USAs’ inability to deliver for any reason shall be rescission of the underlying order.

TITLE AND RISK OF LOSS

Risk of loss or damage shall pass from CASCO USA to Purchaser, and delivery shall be deemed to be complete, upon delivery by CASCO USA to a private or common carrier, or upon moving into storage, whichever occurs first. Notwithstanding the foregoing provision, the Equipment sold shall remain the sole and exclusive property of CASCO USA and shall remain personal property, regardless of mode of attachment to realty or other property, until full and final payment has been made therefore. Purchaser agrees to execute any security agreements and financing statements or other commercially acceptable document and to perform all acts that may be necessary to perfect and assure retention of title to such equipment by CASCO USA. Purchaser agrees to do upon request all things and acts necessary or desirable to adequately insure the Equipment against loss or damage, including without limitation obtaining and maintaining casualty insurance policies that are acceptable to CASCO USA and naming CASCO USA as an additional insured under such insurance policies. Neither party may assign or transfer this Agreement without the prior written consent of the other party.

PAYMENT

All invoices shall be paid within thirty (30) days after shipment unless otherwise agreed upon in writing. Credit terms may be changed or withdrawn at any time at the sole discretion of Seller. If Purchaser fails to pay any invoice when due or, if, in the judgment of CASCO USA, the financial condition of Purchaser at any time prior to shipment does not justify the extension of credit, then CASCO USA may require payment in advance or otherwise modify the payment terms upon notice to Purchaser. All delays occasioned by acts of Purchaser shall be at the expense of Purchaser. CASCO USA reserves the right to assess reasonable charges for its expenses resulting from such delays. All shipments shall be separately invoiced and paid for without regard to subsequent deliveries. Interest at the rate of one and onehalf percent (1 ½%) per month or at the highest rate allowed by law, whichever is less, shall be charged to all overdue accounts. Purchaser will reimburse CASCO USA for all costs and expenses (including attorneys’ fees and the costs of bringing any action) incurred in collecting any amounts past due.

WARRANTIES

Equipment and parts are covered by the warranty of the manufacturer(s). Used Equipment (if any) is sold AS IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

LIMITATION OF LIABILITY

CASCO USA’s LIABILITY, WITH RESPECT TO EQUIPMENT SOLD, AND INSTALLATION, REPAIR, AND MAINTENANCE SERVICES PERFORMED HEREUNDER, SHALL BE LMITED TO THE MANUFACTURER’S WARRANTY. THESE TERMS AND CONDITIONS AND, WITH RESPECT TO ANY BREACH OF ITS CONTRACT WITH PURCHASER, SHALL BE LIMITED TO THE CONTRACT PRICE OF EQUIPMENT THAT IS THE SUBJECT OF THE BREACH. IN NO EVENT SHALL CASCO USA BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EXPENSES INCURRED BY PURCHASER, PURCHASER’S CUSTOMERS OR ANY THIRD PARTY, WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHER THEORIES OF LAW OR EQUITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE FACILITIES OR SERVICES, DOWNTIME COSTS OR CLAIMS OF CUSTOMERS OR PURCHASER FOR SERVICE INTERRUPTION, OR ANY OTHER TYPES OF ECONOMIC LOSS, WHTETHER OR NOT SUCH LOSS OR DAMAGE IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE.

CASCO USA’s total aggregate liability shall be limited to the amount actually paid by Customer to CASCO USA for any installation, repair and maintenance services performed. In no event shall CASCO USA be liable for special, indirect, incidental, liquidated, consequential, or punitive damages, including but not limited to damages for loss of profit or goodwill. Furthermore, CASCO USA shall not be liable for expenses incurred by Customer, Customer’s customers or any third party, whether arising from breach of contract, warranty, negligence, strict liability in tort or other theories of law or equity, including but not limited to loss of profits or revenue, loss of use of equipment or any associated equipment, cost of capital, cost of substitute facilities or services, downtime costs or claims of Customer or Customer’s customers for service interruption, or any other types of economic loss, whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability or otherwise. Customer hereby acknowledges and agrees that this is its sole remedy under this Agreement.

PATENT

Purchaser shall, at its expense, indemnify and hold SELLER harmless from and against any claim liability, expense (including reasonable attorneys’ fees) or loss resulting from any infringement of any patent, trademark, copyright or other property interest of a third party arising out of SELLER’s compliance with any of Purchaser’s designs, specifications, or instructions. If SELLER requests, Purchaser shall defend SELLER at Purchaser’s expense, in any suit brought against SELLER alleging such infringement, provided that SELLER gives Purchaser prompt notice of such suit, and SELLER gives Purchaser information reasonably requested by Purchaser relating to such suit, and gives reasonable assistance, at Purchaser’s expense, to Purchaser with such suit.

PRICES

All prices are quoted and payable in U.S. dollars. Quoted prices shall remain open for thirty (30) days’ acceptance only. All orders are subject to acceptance by an authorized representative at CASCO USA headquarters in Washington, PA. The prices quoted do not include any taxes. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transactions between CASCO USA and Purchaser shall be paid by Purchaser in addition to the prices quoted or invoiced. In the event CASCO USA is required to pay any such taxes or other charges, Purchaser shall reimburse CASCO USA therefore on demand.

SUBMITTAL

Any design, manufacturing drawings or other information or materials submitted to Purchaser shall remain the sole and exclusive property of CASCO USA and shall not be copied or communicated to any third party without the express prior written consent of CASCO USA. Immediately upon termination of this Agreement, all such designs, drawings, information and materials, together with any and all copies thereof, shall be returned to CASCO USA.

ENVIRONMENTAL AND OSHA REQUIREMENTS

Since the compliance with the various federal, state and local laws and regulations concerning occupational health and safety and pollution are affected by the use and operation of Equipment and other matters over which CASCO USA has no control, CASCO USA assumes no responsibility for compliance with those laws and regulations whether by way of indemnity, warranty or otherwise.

REMEDIES AND CANCELLATION

The rights and obligations of CASCO USA and Purchaser shall be governed by the laws of the Commonwealth of Pennsylvania (without reference to principles of conflicts of laws). If any provisions herein shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity of the remainder of the provisions herein. No accepted offer may be cancelled or altered by Purchaser except upon terms and conditions accepted by an executive officer of CASCO USA in writing, and no changes to this document will be binding unless set forth in writing and manually signed by an executive officer of CASCO USA.

ENTIRE AGREEMENT

The provisions contained in the document(s) attached hereto are incorporated into these Terms and Conditions of Sale by reference. Purchaser and SELLER acknowledge that these Terms and Conditions of Sale, together with SELLER’s invoice, constitute the entire agreement between the Purchaser and SELLER with regard to the Products and supersede all prior oral or written statements of any kind made by the parties or their representatives. These Terms and Conditions of Sale may not be amended, modified or supplemented except by written agreement executed by the Purchaser and SELLER. The provisions of these Terms and Conditions of Sale and SELLER’s invoice are severable and the invalidity or enforceability of one provision shall not affect the validity or enforceability of any other provision.