AUTOMATED INDUSTRIAL SYSTEMS ERIE, LLC STANDARD TERMS AND CONDITIONS OF SALE

NOTICE TO BUYER: THESE STANDARD TERMS AND CONDITIONS APPLY TO ALL SALES OF GOODS BY AUTOMATED INDUSTRIAL SYSTEMS ERIE, LLC (“AIS”) ACCEPTANCE OF YOUR ORDER IS SPECIFICALLY CONDITIONED ON YOUR ASSENT TO THESE TERMS AND CONDITIONS OF SALE. THESE TERMS AND CONDITIONS SHALL SOLELY AND EXCLUSIVELY GOVERN THIS SALE.

1. Goods Subject to Sale.

     A. The goods subject to this sale (hereinafter “Goods”) shall be limited to those types and quantities of goods described in AIS’s quotation and/or AIS’s acknowledgment.

     B. Unless specifically noted in AIS’s quotation and/or AIS’s acknowledgment, the Goods subject to this sale do not include, and Buyer assumes responsibility for:

          (i) Guarding and/or safety equipment or devices used with the Goods, or by Buyer’s employees or any third parties in handling or working with the Goods; or

          (ii) Placards, or instructions as to the proper use and/or installation of the Goods.

2. AIS’s Quotation.

     A. AIS’s quotation constitutes an offer for the sale of Goods (as defined above) and is based upon all of the terms and conditions contained herein.

     B. Any purchase order or other form of acceptance issued by Buyer in response to a quotation by AIS shall result in a contract for the purchase of the Goods at the price quoted in AIS’s quotation. The resulting contract shall include all of the terms set forth in the quotation (including these terms and conditions) and any of AIS’s subsequent documents signed by AIS (collectively, “AIS’s Terms”).

     C. Any purchase order or similar document issued by Buyer other than in response to a quotation shall not result in a contract until AIS accepted the order in writing. Any such acceptance will be conditional upon Buyer’s assent to these terms and conditions, as well as any other terms set forth in AIS’s acceptance document or other AIS’s documents signed by AIS, and no contract will arise if no such assent is given by Buyer.

     D. AIS hereby objects to any terms contained in any of Buyer’s documents which are different from or additional to AIS’s Terms. Unless Buyer shall have set forth each objection to AIS’s Terms in a separate writing signed and dated by Buyer and delivered to AIS within ten (10) days after receipt of AIS’s Terms, Buyer shall be deemed to have accepted AIS’s Terms. Buyer’s issuance of a purchase order or other document which in effect rejects some or all of AIS’s Terms by virtue of Buyer’s standard form language shall not be sufficient objection.

     E. AIS reserves the right to withdraw or modify any and all quotations at any time prior to receipt of a written acceptance from Buyer. In the event that AIS issues more than one quotation pertaining to the same Goods, the quotation latest in time shall control and all prior quotations shall be deemed withdrawn. Withdrawal of any quotation shall not reinstate the terms of any prior quotation; however, a subsequent quotation may modify a prior quotation, preserving the prior quotation to the extent specifically indicated on the face of the subsequent quotation form.

     F. AIS’s quotation is not and shall not be considered a firm offer.

3. Prices. Prices published or quoted by AIS are subject to change without prior notification. All prices are based on U.S. Dollars, Ex Works, AIS’s plant, Erie, Pennsylvania, unless another point is specified. Prices do not include any taxes (sales, excise, use, etc.) or any export or import duties imposed by any country which may be applicable to the sale of the Goods. Such charges or taxes, if applicable, will be paid by Buyer, and Buyer hereby expressly agrees to indemnify and hold AIS harmless from any claim, loss, damage, liability, or expense with regard to the payment of any such taxes or charges.

4. Errors. AIS reserves the right to correct any typographical or clerical errors which may be present in prices, specifications, quotations, or acknowledgments.

5. Terms of Payment.

     A. Terms of payment are specified in AIS’s quotation and/or other contract documents, payment shall be made in full at AIS’s main offices in Erie, Pennsylvania, U.S.A., or at another point designated by AIS. Buyer hereby agrees to make such payment in full without any deduction for claim of set-off or recoupment on account of this contract, or any other contract or matter between the parties.

     B. If production by AIS delayed by Buyer, payment is to be made based on the contract price and a percentage of completion at the time of notification of delay. Should Buyer delay payment beyond the date on which it is due, interest may be charged on the unpaid balance at the rate of one and one-half percent (1½ %) per month, or at the maximum rate allowed by applicable state laws, whichever is less.

     C. If Buyer fails to fulfill any conditions of its payment obligations or if Buyer's financial condition at any time does not justify continuance of the work to be performed by AIS hereunder on the agreed terms of payment, AIS may require full or partial payment in advance before proceeding with any further activities related to the Goods to be supplied. Upon the occurrence of said non-fulfillment or financial condition, Buyer shall compensate AIS for any additional related costs and shall grant an extension of time for any related delays equal to said delays

     D. In the event of Buyer's bankruptcy or insolvency or in the event any proceeding is bought against Buyer, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, AIS shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its proper cancellation charges. AIS’s rights under this Paragraph are in addition to all rights available to it at law or in equity.

6. Cancellation/Modification. After AIS has sent acknowledgement of Buyer’s purchase order to Buyer, or begun preparations for production of the Goods, Buyer will have no right of cancellation or modification of all or any part of the order without written approval of AIS. If written approval of modification is given, Buyer shall be responsible to AIS for, and hereby agrees to pay, all costs incurred by AIS as a result of the modification. If written approval of cancellation is given, Buyer shall be responsible to AIS for, and hereby agrees to pay, all costs incurred by AIS of the effective date of cancellation, plus a cancellation fee equal to fifteen percent (15%) of the total price set forth in the contract. Should Goods already have been shipped prior to the request for cancellation, AIS has the option to accept or refuse return of the Goods. If return is accepted, Buyer must return all Goods to the location designated by AIS, freight prepaid. The return will be subject to restocking charge of fifteen percent (15%) of the total price set forth in the order. In addition, if any or all of the Goods are in an unsaleable condition, Buyer shall be charged for those Goods at the contract rate.

7. Shipment and Delivery.

     A. Any completion date stated in AIS’s quotation and/or other contract documents is approximate only and does not constitute any guarantee. Time shall not be of the essence of the contract.

     B. Notwithstanding the reservation of title by AIS, risk of loss or damage to all Goods shall pass from AIS to Buyer upon delivery by AIS to the possession of the carrier. Unless other arrangements are made by Buyer at Buyer’s expense, Buyer agrees to the standard valuation and/or released rate set forth in the carrier’s standard rate schedule. Any claims for loss or damage after possession by the carrier will be solely between Buyer and the carrier. AIS will provide reasonable assistance to Buyer in filing loss or damage claims.

8. Delays and Storage.

     A. AIS shall not be responsible to Buyer or any third party for any damages resulting from failure or delay due to any cause beyond the reasonable control of AIS, including, but not limited to, the requirements of any statute, act, ordinance, regulation, order, or instruction of any governmental body; acts of God; acts of civil or military authority; fire; flood; strikes or other labor disputes; embargoes, war, riot, or civil disturbance; delays in transportation; inability of AIS obtain necessary labor; lack of utilities or utility service; unavailability of energy sources; or inability to obtain materials, supplies, components, or other goods and/or services from third parties.

     B. If shipment by AIS is delayed or extended by Buyer, Buyer shall arrange for and notify AIS of the place or places to which AIS shall ship the Goods covered by the order,

for warehousing or storage at Buyer’s expense. All risk of loss or damage to the Goods shall be borne by Buyer. If Buyer is unwilling or unable to promptly arrange for warehousing or storage facilities, AIS may do so instead of Buyer and at Buyer’s expense. Buyer hereby agrees to pay any and all storage charges so incurred. Storage services rendered by AIS in any of AIS’s facilities shall be charged at the rate of Three Dollars and 00/100 ($3.00) per square foot per week, and off-site storage arranged by AIS shall be charged at the rate invoiced AIS for such storage, plus ten percent (10%).

9. Insurance. During the period between shipment and final payment for the Goods, Buyer will maintain sufficient insurance thereon in the name of AIS against loss or damage from any cause to cover the unpaid balance of the purchase price, and failing to do so, no loss or damage suffered during the aforesaid period shall relieve Buyer from payments of the balance of the purchase price or from any of the terms of this contract. During such period, Buyer will maintain the products and related materials delivered by AIS in good condition.

10. AIS Property. All Goods, designs, layouts, models, drawings, plans, data, manufacturing aids, testing or other equipment or materials, inventions, technology, trade secrets, know how, all reproductions and replacements, or other proprietary information, and all intellectual property rights in the foregoing, which AIS furnishes to Buyer, or which is developed or acquired at AIS’s expense or at its direction in the performance of work hereunder, (collectively and individually “AIS Property”) is AIS’s Property. Buyer is prohibited from attempting to copy, modify, duplicate, create derivative works from or reverse engineer AIS Property. Buyer acknowledges and agrees that AIS owns all intellectual property rights in the Goods and except as expressly stated herein, this agreement does not grant Buyer any rights to, or in, any intellectual property, including trade secrets, copyrights, designs, moral rights, database rights, and patents thereto.

11. Warranty. AIS’s Goods are warranted against defects in workmanship for a period of one (1) year from the date of purchase. AIS’s liability under this warranty is limited to the repair or replacement, at the option of AIS, of the products covered by this Warranty, provided that Buyer provides all necessary materials. AIS’s obligation under this warranty shall not arise unless written notice of a warranty claim is made to AIS. AIS may require that the product in question be delivered for inspection, freight prepaid, at AIS’s office in Erie, Pennsylvania, or some other location designated by AIS. THE REPAIR OR REPLACEMENT WARRANTY HEREIN SET FORTH IS THE EXCLUSIVE WARRANTY GIVEN BY AIS FOR ITS GOODS. THIS WARRANTY IS GIVEN IN LIEU OF ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED BY AIS. AIS NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF ITS GOODS.

12. Limitation of Liability. IN NO CASE, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, OR TORT (INCLUDING AIS’S NEGLIGENCE OR STRICT LIABILITY) SHALL AIS BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING CONSEQUENTIAL OR INCIDENTAL DAMAGES SUCH AS,

BUT NOT LIMITED TO, LOSS OF SALES, PROFIT, REVENUE, OR GOOD WILL; LOSS OF USE OF GOODS OR ANY ASSOCIATED EQUIPMENT OR MATERIAL; COST OF CAPITAL; COST OF SUBSTITUTE PRODUCTS, FACILITIES, OR SERVICES; DOWNTIME COSTS; ATTORNEYS’ FEES; OR LOSSES OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES. BUYER, BY ACCEPTING THE GOODS, HEREBY AGREES TO INDEMNIFY AND HOLD AIS HARMLESS FROM ANY AND ALL SUCH DAMAGES.

13. Indemnity. BUYER AGREES TO DEFEND, INDEMNIFY, AND HOLD AIS HARMLESS FROM ANY AND ALL CLAIMS, LIABILITY, DAMAGES, OR EXPENSES DUE TO PERSONAL INJURIES OR DEATH TO THE EMPLOYEES OF AIS OR BUYER OR TO THIRD PARTIES, AND FROM PROPERTY DAMAGE, TO THE EXTENT OF THE BREACH OF CONTRACT, BREACH OF WARRANTY, OR NEGLIGENCE OF BUYER, OR THE STRICT LIABILITY OF BUYER CAUSED BY THE ACTS OR OMISSIONS OF BUYER.

14. Limitation of Actions. Buyer or anyone claiming through Buyer must bring any action against AIS within one year from the date of shipment.

15. Patents.

     A. AIS warrants that Goods furnished, and any parts of those Goods, which are manufactured to AIS’s design, shall be delivered free of any rightful claim for infringement of any United States patent, and that if AIS is notified promptly in writing of any such claimed patent infringement and given authority, information, and assistance, AIS will defend or may settle at its expense any suit. Failure to do so will be considered a breach of this warranty by AIS, and AIS shall pay all damages and costs awarded against Buyer due to such breach in case any Goods, or parts thereof, are in the suit held to constitute such an infringement. If the use of the Goods or parts is enjoined, or if AIS deems it necessary to defend or settle a claimed patent infringement, AIS shall at its expense and option, either procure for Buyer the right to continue using such Goods or parts, or replace the same so that they become non-infringing, or remove the Goods and refund the purchase price (less reasonable depreciation for any period of use). The foregoing states the entire liability of AIS for patent infringement by Goods or any part thereof.

     B. The preceding paragraph shall not apply to any Goods or part specified by Buyer or manufactured to Buyer’s design, or to the use of any Goods furnished hereunder in conjunction with any other product in a combination not furnished by AIS as a part of this transaction. As to any such Goods, part, or use in such combination, AIS assumes no liability whatsoever for patent infringement, and Buyer will indemnify and hold AIS harmless against any claims, liability, damages, or expenses, including reasonable attorney fees, as a result of infringement claims arising therefrom.

16. Confidentiality. No information received by AIS from Buyer or its customers shall be deemed to be confidential or held in confidence by AIS unless disclosure is made to AIS pursuant to a Confidentiality Agreement executed by authorized representatives of AIS and the person making the disclosure prior to the making of the disclosure. AIS maintains the right to

retain copies, whether confidential or not, of associated Buyer drawings applicable to the Goods for its own internal documentation purposes.

17. Collection Costs; Attorneys’ Fees. Notwithstanding Paragraph 14 hereof, Buyer agrees that in the event suit is instituted by AIS to recover possession of any Goods sold, to enforce any of these terms and conditions, or to collect any sums of money, damages, or costs from the Buyer hereunder, or any sum of money for the use or rental of the Goods, Buyer shall pay all actual costs of collection and reasonable attorneys’ fees incurred by AIS in such suit or suits. In the event that Buyer brings any action against AIS arising from the sale or use of AIS’s Goods, and Buyer fails to prevail in such action, Buyer hereby agrees to reimburse AIS for any attorneys’ fees and costs related to such litigation.

18. Applicable Law. The validity, performance, and all matters relating to the interpretation and effect of a contract resulting from any one or more quotations and/or acknowledgement shall be governed by the laws of the Commonwealth of Pennsylvania, U.S.A. Any litigation arising here from or relating hereto shall be brought and decided exclusively in the state or federal courts located in Erie County, Pennsylvania. Buyer and AIS thereby agree to submit to the personal jurisdiction of such courts for these matters. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not be applicable to the sale of Goods hereunder.

19. Waiver. Failure of AIS to require Buyer’s performance of any of these Terms and Conditions, or waiver by AIS of any breach by Buyer of any of these Terms and Conditions, shall not prevent subsequent enforcement of such term and/or condition, nor shall it be deemed a waiver of any subsequent breach thereof.

20. Entire Agreement. The terms of a quotation and/or acknowledgement (including any specification or other documents incorporated by reference therein) and these Terms and Conditions will constitute the entire understanding and agreement between Buyer and AIS concerning the subject matter hereof. Any representation, promise, course of dealing, or trade usage not contained herein will not be binding on either party. No modification, amendment, rescission, waiver, or other change of any resulting agreement or any part thereof shall be binding upon AIS unless consented to in writing by AIS’s authorized representatives in Erie, Pennsylvania, U.S.A. If any term or condition set forth in a quotation and/or acknowledgement is declared null and void, the remaining terms and conditions shall nevertheless remain applicable.

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