Customer Terms and Conditions

As used in this Agreement: "Agreement" means these Terms and Conditions of Sale, the applicable Order, Seller's Quotation, Seller's Order Acknowledgement, and any addenda expressly incorporated and signed by Seller. "Buyer" means the entity identified as the buyer or customer on the applicable Order. "Goods" means the products, parts, components, materials, and associated services and documentation sold by Seller under this Agreement. "Order" or "PO" means Buyer's written purchase order for Goods. "Order Acknowledgement" means Seller's written acknowledgement and acceptance of an Order. "Quotation" means Seller's written quotation, proposal, or pricing sheet. "Seller" means Aerospace Control Products, Inc., with its principal place of business at 1314 W 76th St, Davenport, IA 52806. "Specifications" means Seller's published specifications for the Goods, or such other specifications as are expressly accepted by Seller in writing.

All quotations and offers made by Seller, and all sales by Seller, are made exclusively on these Terms. These Terms prevail over any general or specific terms and conditions of purchase or sale issued by Buyer (including in any Order, acknowledgement, release, or other document), regardless of whether or when Buyer has issued or referenced such terms. Seller objects to and rejects any additional, different, or conflicting terms in Buyer's documents, and Buyer hereby agrees to such objection and rejection. Fulfillment of Buyer's Order does not constitute acceptance of any of Buyer's terms and conditions and does not modify or amend these Terms. No Order is binding on Seller until accepted by Seller in writing or until Seller commences performance or ships Goods. If a written contract signed by both parties expressly states that it prevails over these Terms, that contract prevails to the extent inconsistent with these Terms.

Quotations are valid for thirty (30) days from issuance unless otherwise stated and may be modified or withdrawn by Seller before its acceptance of an Order. Prices are stated in U.S. dollars and exclude all taxes, duties, tariffs, customs, freight, insurance, and similar charges. Seller may adjust prices for (a) Goods not shipped within twelve (12) months of acceptance of the Order, (b) any change in Buyer's requirements (including Specifications, quantity, or delivery schedule), or (c) any new or increased tax, duty, tariff, surcharge, or other governmental charge imposed after the date of the Quotation, in each case on prior written notice to Buyer.

Payment terms are net thirty (30) days from the date of Seller's invoice, in U.S. dollars. Any amount not paid when due bears a late charge of one and one-half percent (1.5%) per month or, if lower, the maximum rate permitted by law. Buyer shall pay all invoices in full without setoff, counterclaim, deduction, or withholding of any kind. Buyer is responsible for, and shall reimburse Seller for, all taxes, duties, tariffs, customs charges, and similar governmental charges levied on or in connection with the sale, shipment, or use of the Goods, other than taxes imposed on Seller's net income.

Unless otherwise expressly agreed by Seller, Goods are delivered FCA Seller's facility (Incoterms 2020) for international shipments and FOB Seller's plant (UCC Article 2) for domestic shipments. Title and risk of loss pass to Buyer upon delivery to the carrier at Seller's facility. Delivery dates are approximate and not guaranteed; Seller will use good-faith efforts to meet scheduled delivery dates but is not liable for any delay. Seller may make partial shipments, each of which constitutes a separate sale and may be invoiced separately. If Buyer fails to take delivery or provide shipping instructions, Seller may store the Goods at Buyer's risk and expense; title and risk of loss pass no later than the date of tender.

Inspection and Acceptance. Buyer shall inspect Goods within five (5) days of receipt (the "Inspection Period"). Goods are deemed accepted unless Buyer gives Seller written notice of nonconformity within the Inspection Period, identifying the Goods and the basis for rejection in reasonable detail. Claims for shortage, transit damage, loss, or non-receipt must be made in writing immediately and in any event within the Inspection Period; failure to give timely notice waives the claim. No Goods may be returned without a return material authorization from Seller. Buyer's sole and exclusive remedy for nonconforming Goods under this Section is repair, replacement, or refund of the purchase price, at Seller's option.

Orders, once accepted, are not subject to cancellation, suspension, or rescheduling without Seller's prior written consent. If Seller consents, Buyer shall pay (a) the full price for finished Goods, (b) Seller's costs incurred in work in process and for raw materials, components, and tooling allocated to the Order, and (c) a reasonable margin on the foregoing of not less than ten percent (10%). Seller may terminate this Agreement or any Order, in whole or in part, immediately on written notice if Buyer (i) fails to pay any amount when due and does not cure within ten (10) days after written notice; (ii) commits any other material breach uncured for thirty (30) days after written notice; (iii) becomes insolvent, makes an assignment for the benefit of creditors, or files (or has filed against it and not dismissed within sixty (60) days) any petition under bankruptcy or insolvency law; or (iv) ceases to operate in the ordinary course.

Seller warrants to Buyer that, for a period of twelve (12) months from delivery (the "Warranty Period"), the Goods (a) will conform in all material respects to the Specifications and (b) will be free from material defects in material and workmanship. The Warranty Period applicable to repaired or replaced Goods is the longer of ninety (90) days from re-delivery or the unexpired balance of the original Warranty Period. Goods or components manufactured by a third party (each a "Third-Party Product") may constitute, contain, be contained in, be incorporated into, attached to, or packaged together with, the Goods. Third-Party Products are not covered by the warranty in this Section, and SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT. This warranty does not apply to defects or
conditions caused by (i) misuse, abuse, neglect, accident, or improper handling, storage, installation, application, operation, or maintenance; (ii)
modification, alteration, repair, or rework of the Goods not authorized by Seller in writing; (iii) use outside the Specifications or in combination with components, materials, or systems not approved by Seller; (iv) normal wear and tear, corrosion, or cosmetic damage; (v) Buyer's designs, drawings, or specifications; or (vi) Goods that are prototypes, engineering samples, or experimental items, which are sold "as is." Buyer must give Seller written notice of any defect within the Warranty Period and within thirty (30) days of discovery. Buyer's sole and exclusive remedy, and Seller's entire liability, for breach of this warranty is, at Seller's option, the repair, replacement, or refund of the purchase price of the affected Goods. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN THIS SECTION, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING, OR USAGE OF TRADE.

The repair, replacement, or refund obligation set forth in Section 8 constitutes Seller's entire and exclusive liability and Buyer's sole and exclusive remedy with respect to the Goods, and shall be in lieu of any other remedy available under applicable law, including any action based on negligence, strict tort, or product liability. SELLER WILL IN NO EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST
PROFITS, LOST REVENUES, LOSS OF USE, OR COST OF SUBSTITUTE GOODS, AND SELLER'S LIABILITY UNDER NO CIRCUMSTANCES WILL EXCEED THE PRICE PAID BY BUYER FOR THE GOODS GIVING RISE TO THE CLAIM. Any action by Buyer arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues.

Intellectual Property. Seller retains all right, title, and interest in and to all of its intellectual property, including all patents, copyrights, trademarks, trade secrets, know-how, designs, drawings, Specifications, processes, software (including embedded software and firmware), tooling, fixtures, jigs, dies, gauges, molds, patterns, and any improvements, modifications, or derivative works thereof, whether developed before or in connection with this Agreement (collectively, "Seller IP"). Buyer's payment for tooling, non-recurring engineering, design, or development services does not transfer ownership of Seller IP to Buyer. Buyer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or organization of any Goods or embedded software (except to the extent applicable law expressly permits despite this restriction); (b) copy, modify, or create derivative works of any Goods or Seller IP; (c) remove, obscure, or alter any proprietary notices, labels, or part-marking applied by Seller; or (d) use the Goods or Seller IP to design, develop, manufacture, market, or sell any product that is competitive with the Goods or any replacement, aftermarket, or spare part. Buyer shall include the substantive provisions of this Section, and reasonable provisions implementing them, in any contract under which Buyer resells, distributes, or otherwise transfers any of the Goods, and shall not resell or transfer any Goods without binding the transferee, in writing, to those provisions.

Each party shall (a) use the other party's non-public information disclosed in connection with this Agreement ("Confidential Information") solely to perform this Agreement, (b) protect Confidential Information using at least a reasonable degree of care, and (c) not disclose it to any third party without the disclosing party's prior written consent, except to its employees, affiliates, and contractors with a need to know who are bound by confidentiality obligations no less protective than those in this Section. Confidential Information does not include information that is or becomes publicly known without breach, was already known without obligation of confidentiality, is rightfully received from a third party, or is independently developed without reference to the disclosing party's Confidential Information. The obligations of this Section continue for five (5) years from disclosure (and indefinitely with respect to trade secrets). Buyer shall not use Seller's name, marks, or any reference to this Agreement in any public communication without Seller's prior written consent.

Each party shall comply with all applicable laws, regulations, executive orders, and ordinances in performing its obligations under this Agreement. The Goods, Specifications, technical data, and software may be subject to U.S. export control laws, including the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the regulations of the Office of Foreign Assets Control (OFAC), and the export control laws of other jurisdictions (collectively, "Export Control Laws"). Buyer is the exporter and importer of record for all international shipments and is
solely responsible for obtaining all required export, re-export, transfer, and
import authorizations. Buyer shall not export, re-export, transfer, sell, transship, or divert any Goods, technical data, or software (a) to any country, person, entity, or end-use prohibited or restricted by Export Control Laws or (b) to any person or entity on any U.S. denied or restricted-party list. Buyer shall promptly provide Seller with such enduser, end-use, and destination information as Seller may reasonably request to comply with Export Control Laws. Seller may delay, modify, suspend, or cancel any shipment or Order as necessary to comply with Export Control Laws, without liability. Buyer shall, at Buyer’s sole cost and expense, rerelease, defend indemnify and hold Seller’s members, directors, officers, agents, employees, and shareholders harmless from and against all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys' fees) of any kind to the extent they in any way relate to or arise, in whole or in part, due to Buyer’s failure to comply with the requirements of this Section 12.

Buyer shall notify Seller in writing before placing any Order intended for use in a U.S. Government contract or subcontract, identify the prime contract number, and provide Seller with a complete list of any flow-down clauses Buyer requires before entering into any such contract. Seller may, in its sole discretion, decline to accept any such Order, accept it subject to additional terms, or accept only those flowdown clauses that are required by federal law for commercial-item subcontractors. If Buyer includes any Goods in any U.S. Government contract or subcontract without satisfying the foregoing notice requirements and obtaining Seller's prior written consent, Buyer shall
defend, indemnify, and hold harmless Seller from and against all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to such inclusion.

Neither party is liable for any failure or delay in performance (other than Buyer's payment obligations) caused by any event or condition beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, fire, flood, earthquake, severe weather, epidemic or pandemic, governmental action, embargoes or sanctions, strikes or labor disputes (whether or not affecting either party's workforce), shortages of materials, components, energy, utilities, transportation, or labor, supplier delay or default, or cybersecurity incident. Performance dates are extended by the duration of the delay. In the event of any shortage of capacity, materials, or components affecting Seller's ability to deliver Goods, Seller may allocate available supply among its customers in any manner Seller determines to be fair and reasonable, without liability to Buyer.

Buyer shall not assign, delegate, or transfer this Agreement or any of its rights or obligations under it, whether by operation of law, change of control, merger, sale of assets, or otherwise, without Seller's prior written consent. Any purported assignment without such consent is void.

This Agreement is governed by the laws of the State of Delaware, excluding its conflict of laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the county and state of Seller's principal place of business for any action arising out of or relating to this Agreement, except that Seller may bring any action for collection of unpaid amounts in any court of competent jurisdiction over Buyer or its assets, and either party may seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY in any action arising out of or relating to this Agreement. The prevailing party is entitled to recover its reasonable attorneys' fees and costs.

This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous communications, agreements, and representations. No amendment is effective unless in writing and signed by an authorized representative of each party. No waiver is effective unless in writing and signed by the waiving party; no failure or delay in exercising any right is a waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, with the remaining provisions continuing in full force and effect. Notices must be in writing, delivered to the recipient at the address on the Order or as otherwise designated in writing, and are effective on receipt. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship. This Agreement is for the sole benefit of the parties and their permitted successors and assigns; no other person, including any Buyer customer, end user, lessee, or downstream transferee, has any right under this Agreement or any right to enforce any provision against Seller. This Agreement may be executed in counterparts and by electronic signature, each of which has the same legal effect as a wet-ink original. "Including" means "including without limitation"; headings are for convenience only; and this Agreement will not be construed against any party as the drafter. The provisions of Sections 8, 9, 10, 11, 12, 13, 16, and 17, and any other provisions that by their nature should survive, will survive any termination or expiration of this Agreement.