Standard Terms and Conditions of Sale

QUOTATIONS. These standard terms and conditions of sale (the “Standard Terms”) and the other terms contained in the balance of the Agreement (as defined below) are the only terms that govern the sale of the goods (“Goods”) by Mayfran International Inc., an Ohio corporation (“Seller”), to the buyer (“Buyer”) named in the proposal or quotation originally delivered together with these Standard Terms (“Proposal”). The accompanying Proposal and Limited Warranty and these Standard Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The terms of the Agreement prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend the Agreement. The Agreement constitutes an offer to sell and expressly limits Buyer’s acceptance to the terms of the Agreement (and if the Agreement is deemed to be submitted in response to an offer to purchase by Buyer, then Seller’s acceptance of Buyer’s offer is conditional on Buyer’s assent to all terms of the Agreement). The Proposal (including quoted prices and delivery dates) is void after thirty days, unless extended in writing by Seller and supersedes all previous quotations, proposals, and agreements. Any verbal quotation is valid only on the day on which it is made.

ORDERS. All purchase orders are received subject to acceptance by an executive officer of the Seller at its principal office in Cleveland, Ohio. All purchase orders must be consistent with, and reference and incorporate the Proposal.

TERMS OF PAYMENT. All payment terms are per the Proposal. A service charge of 1-1/2% per month or 18% annual (or as allowed by State Law), will be instituted for late payments.

TAXES. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, or real or personal property.

RISK OF LOSS AND TITLE. Unless otherwise provided in the Proposal, title and risk of loss to Goods shipped passes to Buyer upon Seller’s tender of the Goods to the carrier. Seller shall not be liable for any delays, loss or damage in transit.

DAMAGES. Seller is not liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, for lost profits or revenues, or for diminution in value, arising out of or relating to any breach of the Agreement or otherwise, regardless of (i) whether such damages were foreseeable, (ii) whether or not the Buyer was advised of the possibility of such damages or (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall Seller’s aggregate liability arising out of or related to the Agreement (including a breach of the Limited Warranty), whether arising out of or related to breach of contract, tort or otherwise, exceed the purchase price for the Goods.

DELAYS. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from (i) acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, or (ii) Buyer’s acts, including the lack of correct or complete data furnished by Buyer, changes or revisions in specifications requested or consented to by Buyer, or tardy approval of drawings by Buyer.

STORAGE. Seller, at its option, may place Goods for which manufacture or delivery is delayed where Seller is not responsible in storage, either in Seller’s plant or elsewhere, for Buyer’s account and risk, in which cased Buyer will be responsible for and pay Seller’s regular storage charges and expenses in connection therewith promptly upon presentation of invoices. If Seller does not store (or discontinues storage of) the Goods, Buyer will, on request, provide or arrange for suitable storage facilities and assume all costs and risks in connection therewith.

PATENTS. Seller shall indemnify, defend and hold harmless Buyer from and against all losses, damages, liabilities, and actions arising out of any claim of a third party alleging that any of the Goods infringe any United States patents of a third party. If the Goods, or any part of the Goods, becomes, or in Seller’s opinion is likely to become, subject to a third-party claim that qualifies for such intellectual property indemnification coverage, Seller shall, at its sole option and expense, notify Buyer in writing to cease using all or a part of the Goods, in which case Buyer shall immediately cease all such use of such Goods on receipt of Seller’s notice. Notwithstanding anything to the contrary, Seller is not obligated to indemnify or defend Buyer against any claim under this paragraph if such claim arises out of or results from: (i) use of the Goods in any manner not otherwise authorized under the Agreement or that does not materially conform with any usage instructions provided by Seller, (ii) use of the Goods, including use of the Goods in combination with any products, materials or equipment supplied to Buyer by a person other than Seller, if the infringement would have been avoided by the use of the Goods or use of the Goods not so combined;(iii) any modifications or changes made to the Goods by or on behalf of any person other than Seller, if the infringement would have been avoided without such modification or change; or (iv) goods (including Goods), products or assemblies manufactured or designed by Buyer. This paragraph sets forth Seller’s entire liability and the sole and exclusive remedy for Buyer for any damages covered by this paragraph.

RETURNED EQUIPMENT. All sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under the Agreement to Seller without Seller’s prior written consent and only if Buyer pays all transportation charges in advance. Seller will refuse to accept shipment of any Goods unless the foregoing conditions have been complied with. Goods built to Buyer’s specifications cannot be returned under any conditions.

CANCELLATION. Buyer may not alter, modify or cancel the Agreement (or any accepted purchase order) without Seller’s prior written consent may not be altered or modified by Purchaser unless agreed to in writing and signed by an authorized officer of the Company. Any cancellation consented to will require Buyer to pay Seller for all work in process and the full cost of any raw materials or supplies Seller used or made firm commitments to acquire, , plus a reasonable profit.

LAW; JURISDICTION. All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Ohio. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga], and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.