Terms and Conditions of Sale

1. PRICING, FREIGHT, PAYMENT, AND SHIPPING TERMS.

Unless otherwise specifically agreed in writing, pricing and freight costs for product(s) ("Product(s)") from Westech Products, Inc. ("Westech") are as provided in the then current Westech price page for Product(s). Orders for immediate shipment will be billed at the pricing in effect on the date the order is received. Orders specifying future dated shipments will be billed at the pricing in effect on the date of shipment. Unless otherwise agreed in writing, and unless credit is granted, payment shall be in U.S. Dollars and is due in full prior to the scheduled date of shipment. Order payment terms for Product(s) released and shipped on approved credit accounts are net 30 days from Westech invoice date. Payments received more than 30 days after the date of invoice are subject to a late charge of 1.5% per month on the unpaid balance or the maximum amount permitted by applicable law. Products are shipped EXW Westech's shipping point in the United States (lncoterms 2020). Westech may withhold shipments of Product(s) and/or assess late fees if Buyer fails to pay on or before the due date until the account balance is current. If Wes tech pays freight, Westech may initially designate the means of transportation and routing. If Buyer requires a more expensive means of routing, Buyer will pay any extra cost. On custom made Product(s), Westech reserves the right to ship 10% over or under the quantity ordered by Buyer and Buyer agrees that shipment within that range constitutes complete performance, and that the total price will be adjusted to conform to the quantity delivered.

2. TOOLING.

A tooling charge may be applicable to cover partial tooling costs for new and revised parts. This will be a one-time service charge covering a portion of the preparatory operations necessary to manufacture Buyer's Product(s), but does not constitute payment for any resulting dies or special tools, which shall remain the property of Westech. Tooling will be reserved for exclusive use in serving Buyer, and there will be no charges for maintenance unless specifically stated in the order or a written agreement. When tooling has not been used for Buyer for at least three years, Westech reserves the right to scrap it without notice.

3. COMPLIANCE WITH LAWS.

Buyer is solely responsible for and at its own expense will comply with all applicable federal, state, and local laws, including, but not limited to, those relating to occupational health, safety, and environment, and shall secure any required permits or approvals applicable to Buyer's operations, purchase, handling, transportation, storage, use, processing, disposal and/or treatment of Product(s), and the distribution, marketing, sale, and use of products made using or containing Product(s). Buyer will provide appropriate environmental, health, safety, and regulatory information related to Product(s) to Buyer's employees and to Buyer's customers of products made using or containing Product(s).

4. PRODUCT USE.

Many factors beyond Westech's control and uniquely within Buyer's knowledge and control can affect the use and performance of Product(s) in a particular application. Buyer is solely responsible for evaluating Product(s) and determining whether Product(s) is fit for a particular purpose and suitable for user's method of application. Product(s) is sold or provided to Buyer solely for Buyer's internal manufacturing use or consumption and may not be repackaged, resold, or redistributed in any manner without the prior written consent of Westech.

5. RETURNS AND CANCELLATIONS:

Buyer may not return any Products, under warranty claim or otherwise, without first reporting to Westech the reasons for such return and following such reasonable instructions as Westech may give in authorizing any return. All returns must be accompanied by a valid Westech RMA (return material authorization). Products accepted for return are subject to a minimum 15% restocking fee, and/or the standard restocking fee charged by the manufacturer or supplier on returns to them. Returned Products must be unused or not installed, in its original undamaged packaging, and of current design. Any returned Products not in this condition are subject to additional charges to cover inspection, handling, repackaging, refurbishment, or any other expenses incurred by Westech in accepting the Products.

6. WARRANTY, LIMITED REMEDY, AND DISCLAIMER.

Westech warrants that each Product(s) manufactured by Westech meets the applicable Westech product specification at the time Westech ships Product(s). Westech MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY OR CONDITION ARISING OUT OF A COURSE OFDEALING, CUSTOM, OR USAGE OF TRADE. If Product(s} does not conform to this warranty, then the sole and exclusive remedy is, at Westech's option, replacement of Product(s) or refund of the purchase price of Product(s} shown to be nonconforming. Westech has no obligation under this warranty with respect to Product(s) that has been modified or damaged through misuse, abuse, accident, neglect, or mishandling by Buyer. Failure to notify Westech within 4S days after receipt that Product(s) is not conforming in any respect will be deemed a waiver of any right or claim with respect to such non- conformance. To the extent provided by Westech's supplier(s) ("Supplier(s)"), Products, services, and the components and materials utilized in any manufactured Products or services are subject to Supplier's standard warranty, which is expressly in lieu of any other warranty, express or implied, by Westech or Supplier. Buyer's exclusive remedy, if any, under these warranties is limited, at Westech's election, to: (a) refund of Buyer's purchase price, (b) repair by Westech or Supplier of any Products or services found to be defective, or (c) replacement of any such Product or reperformance of any services. If there is no Supplier warranty, Buyer take all such Products and services "as is" without any warranty.

7. WARRANTY REPLACEMENT AND ADJUSTMENT.

All claims under warranty must be made promptly after occurrence of circumstances giving rise thereto and must be received within the applicable warranty period by Westech. Such claims must include the Product type, Buyer's purchase order number, and a full description of the circumstances giving rise to the claim. Before any Products are returned for repair and/or adjustment, a Return Material Authorization ("RMA") number must be obtained from Westech for the return and instructions as to how and where the Products should be shipped. Any Product returned to Westech for examination shall be sent prepaid via the means of transportation indicated as acceptable by Westech. Westech reserves the right to reject any warranty claim not promptly reported and any warranty claim on any item that has been altered or has been shipped by unacceptable means of transportation. When any Product is returned for examination and inspection, or for any other reason, Buyer shall be responsible for all damage resulting from improper packing or handling, and for loss in transit, notwithstanding any defect or non-conformity in the Product. In all cases Westech has sole responsibility for determining the cause and nature of failure and Westech's determination with regard thereto shall be final. If it is found that the Product has been returned without cause and is still serviceable, Buyer will be notified, and the Product returned at Buyer's expense. In addition, a charge for testing and examination may, in Westech's sole discretion, be made on Products so returned.

8. LIMITATION OF LIABILITY.

Except where prohibited by law, Westech will not under any circumstances be liable for any loss or damages or other remedy arising from or in any way related to Product(s) or Westech's sale of Product(s), whether direct, indirect, special, incidental, or consequential (including, but not limited to, loss of profits, revenue, business, opportunity, or goodwill), regardless of the legal or equitable theory under which such loss or damages or other remedy are sought, including warranty, contract, negligence, or strict liability.

9. INTELLECTUAL PROPERTY; INDEMNIFICATION.

For Products manufactured or assembled by Westech pursuant to the Buyer's specifications, Buyer hereby grants to Westech a royalty-free, non-exclusive, license to use and/or practice Buyer's intellectual property rights solely to perform Westech's obligations in accordance with the terms of the applicable agreement or ordering document. Buyer shall indemnify, defend and hold harmless Westech and its officers, directors, agents, affiliates and their respective employees and representatives, from and against any and all losses, damages, claims, Injuries, costs or expenses, including reasonable attorneys' fees and expenses, including any illness or personal injury, including death, or property damage (collectively, "Losses") that arise out of or are attributable to any claim by a third party that the use by Westech of Buyer's specifications to perform the obligations of Westech including, without limitation, the manufacture or testing of the Products, infringes such third party's intellectual property rights.

10. EXPORT CONTROL.

Buyer must comply with all laws and regulations of the United States and other countries governing the export, re-export, import, transfer, distribution, use, and servicing of Products. In particular, Buyer must not: (a) sell or transfer Product to a country subject to sanctions, or to any entity listed on a denial order published by the United States government or any other relevant government; or (b) use, sell, or transfer Product for the development, design, manufacture, or production of nuclear, missile, chemical or biological weapons, or for any other purpose prohibited by the United States government or other applicable government; without first obtaining all authorizations required by all applicable laws.

11. EXCUSABLE DELAY AND LIMITED SUPPLY.

Neither Westech nor Buyer shall be liable for failure to perform (except for payment by Buyer for Product(s) received) if performance is prevented, restricted, or interfered with by reason of fire or earthquake or other casualty or accident; inability to procure materials, power, or supplies; war, terrorism, or other violence; any law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency, court, or intergovernmental body; limited ability to perform due to an epidemic, pandemic or other significant health issue; situation in which Westech has insufficient capacity to manufacture or deliver forecasted demand across any and all product lines; environmental, health, safety, or regulatory reason as reasonably determined by Westech; or any other event or condition whatsoever beyond its reasonable control. A party, when so affected and upon giving notice, shall be excused from such performance to the extent of such prevention, restriction, or interference; provided that the affected party shall use its reasonable efforts to avoid or remove such reason for nonperformance and shall promptly resume performance whenever such reason is removed. In the event of back-order or other limited supply or availability of Product(s) for such reason or any other reason, Westech reserves the right, in its sole discretion and in a manner that it determines to be fair and reasonable under the circumstances, to allocate production capacity related to and/or supply of Product(s).

12. TERMINATION FOR BUYER'S CONVENIENCE.

Unless otherwise specifically stated in writing by Westech, Buyer may terminate an order for Product(s), in whole or in part, for its convenience by prompt written notice to Westech specifying the extent of termination and effective date. As soon as reasonably possible after receipt of such notice, Westech shall stop all work on the affected order. In the event of such termination, Westech reserves the right at its option to invoice Buyer, and Buyer agrees to pay Westech, for a percentage of the terminated order price reflecting the percentage of work performed before the effective date of termination which may include the costs of all related raw materials and intermediates dedicated to Product(s) subject to the affected order, and a reasonable allowance for profit on work completed, but such amount may not exceed the total order price for the terminated order. This provision does not give Buyer any right to audit Westech's records with respect to any such amount invoiced.

13. TERMINATION FOR DEFAULT.

Westech may terminate an order or agreement, in whole or in part, if Buyer is in breach and does not cure such breach to the reasonable satisfaction of Westech within ten (10) days of Westech's written notice of intent to terminate for Buyer's default. Westech may terminate or modify these Terms and Conditions applicable to an order or agreement immediately and without prior written notice to Buyer upon the insolvency of Buyer, filing of a voluntary or involuntary petition of bankruptcy by or against Buyer, making of an assignment for the benefit of creditors by Buyer, or a significant change in the ownership or control of Buyer.

14. TAXES.

Purchase price does not include any applicable sales, use, goods, services, service occupation, excise, ad valorem, value added, consumption, or other similar taxes, duties, fees or charges imposed by any governmental authority for the purchase of Product(s) ("Transfer Taxes"), which Westech is required by law to collect from Buyer. Transfer Taxes will be separately itemized on Westech' s invoice and Buyer shall be liable for their full payment. Westech will not collect or remit, and Buyer will not be liable for, any Transfer Taxes for which Buyer provides a valid tax exemption certificate. Each party will be solely and exclusively responsible for the reporting and payment of their respective net income, franchise, or similar taxes ("Income Taxes") that arise from or relate to transactions subject to these Terms and Conditions, and neither party assumes any liability or obligation of the other party with respect to Income Taxes.

15. TECHNICAL INFORMATION AND DATA.

Technical information, recommendations, and other statements provided by Westech are based on tests or experience that Westech believes are reliable, but the accuracy or completeness of such information is not guaranteed. Such information is intended for persons with knowledge and technical skills sufficient to assess and apply their own informed judgment to the information. No license under any Westech or third-party intellectual property rights is granted or implied with this information.

16. DISPUTE RESOLUTION AND GOVERNING LAW.

Westech and Buyer agree to resolve any questions, claims, disputes, or litigation arising from or relating to an order, agreement or Product(s) ("Dispute") exclusively by the following sequence of dispute resolution methods: (a) Good faith negotiations; (b) if necessary, mediation by means of a mutually agreed mediator, location, and rules and procedures; and (c) to the extent any Dispute is not fully resolved and as a last resort, either party may commence arbitration. Nothing in this section shall preclude a party from seeking injunctive relief to prevent immediate and irreparable harm to that party. A party shall commence efforts to resolve a Dispute no later than one year after it accrues. The rights and obligations of the parties shall be governed and construed in accordance with the laws of the State of California without giving effect to the choice of law principles thereof. The parties expressly agree that the U.N. Convention for the International Sale of Goods does not apply to this or subsequent sales transactions including these Terms & Conditions of Sale. Any controversy or claim arising under or related to these Terms & Conditions of Sale shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration proceedings shall be held in Riverside County, California in the English language. Buyer and Westech each irrevocably and unconditionally agree that the sole and exclusive forum and venue for any legal or equitable action or proceeding arising out of or in connection with transactions subject to these Terms and Conditions of Sale will lie in the United States District Court for the Central District of California, the courts in the State of California sitting in Riverside County, California, and any appellate court with jurisdiction over such courts. Each party hereby irrevocably and unconditionally submits to the sole and exclusive personal jurisdiction of such courts and Buyer agrees not to bring any action, litigation, or proceeding in any other court.

17. MISCELLANEOUS TERMS AND COMPLETE AGREEMENT.

Except as provided in Section 11, no part of these Terms and Conditions may be amended, modified, supplemented, or waived in any manner whatsoever (including course of dealing or of performance or usage of trade) unless agreed to in writing signed by authorized representatives of Westech and Buyer. These Terms and Conditions and any documents in which they may be incorporated set forth the entire agreement between Westech and Buyer with respect to the sale of Product(s) and supersede all previous communications or agreements between them, whether written or oral, regarding the sale of Product(s) to Buyer. Neither Westech nor Buyer may assign an order or agreement of which these Terms and Conditions are a part without the prior written consent of the other party. These Terms and Conditions shall become part of every order, sale, and supply agreement between Buyer and Westech for Product(s), and any terms or conditions of Buyer or by operation of law that conflict with, differ from, or add to them will not become part of an order or agreement unless specifically agreed to In writing by Westech or required by law.

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