The following Terms and Conditions of Sale (which were set forth in our Quotation, if any, to Buyer) shall be the only Terms and Conditions applicable to the agreement between LKD Aerospace, Incorporated (LKD Aerospace) and Buyer (the “Sales Contract”) resulting from LKD Aerospace’s acceptance of Buyer’s order, and shall apply to the order regardless of anything which they appear on Buyer’s purchase order. Buyer’s assent the Terms and Conditions of Sale set forth herein and on the reverse side hereof shall be conclusively presumed from Buyer’s failure reasonably to object in writing and from Buyer’s acceptance of all or any part of the products ordered. This Sales Contract contains the total agreement of the parties and all proposals, negotiations, representations or agreements made or entered into prior to or contemporaneously with this Sales contract are excluded whether oral or in writing.

1. Prices are F.O.B. LKD Aerospace, plant of manufacturer unless otherwise specified. Prices are shown herein and are subject to change without notice. Purchase prices are stated in United States Dollars and payment shall be in United States Currency. Invoice terms are net 30 days unless otherwise specified. LKD Aerospace reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance of the amount of credit involved.

2. Prices do not include sales, use, excise or any similar tax. Any tax or other government charge upon the production, sales, shipment or use of the product which LKD Aerospace is required to pay or collect from Buyer shall be paid by Buyer to LKD Aerospace unless Buyer furnishes LKD Aerospace with a tax exemption certificate acceptable to the applicable taxing authority. Buyer shall be responsible for obtaining any necessary governmental clearances, including import and foreign exchange licenses, which may be required by any government other than the United States.

3. LKD Aerospace will ship in accordance with instructions supplied by Buyer, but if Buyer fails to furnish such instructions, LKD Aerospace will select what is, in its opinion, the most satisfactory routing for the shipment. If Buyer is to pick up products and has not done so within seven days of notification that they are ready for shipment, LKD Aerospace may ship the products commercial carrier (best way). Title to and risk of loss for the products pass to Buyer upon delivery to carrier. Any prepayments by LKD Aerospace of freight charges shall be for the account of Buyer and shall be paid by Buyer with and in addition to the purchase price.

4. LKD Aerospace reserves the right to start production and commit funds in time to meet Buyer’s delivery date based on conditions in its plant and lead time required by LKD Aerospace’s suppliers, in the event of default, breach, or cancellation by Buyer. Buyer shall be responsible for any losses resulting there from.

5. Shipping dates are given to the best of LKD Aerospace’s knowledge based upon conditions existing at the time the order is placed and information furnished by Buyer. LKD Aerospace will, in good faith, endeavor to ship by the estimated shipping date, but shall not be responsible for any delay or any damage arising there from. Furthermore, LKD Aerospace shall not be liable for any delay or any damage arising there from. Furthermore, LKD Aerospace shall not be liable for any failure to perform its obligations under this Sales Contract resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer, acts of civil or military authority, priorities, fire, strikes, or other labor disputes, accidents, floods, epidemics, war, riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond LKD Aerospace’s reasonable control whether similar or dissimilar to the foregoing.

6. Buyer’s order may not be modified or rescinded except in writing signed by LKD Aerospace and Buyer. If all or part of Buyer’s order is terminated by such modification or rescission, Buyer, in the absence of a contrary written agreement between LKD Aerospace and Buyer, shall pay termination charges based upon cost determined by accepted accounting principles plus a reasonable profit, except that any products scheduled for completion within 60 days of Buyer’s request for termination or rescheduling will be accepted and paid for in full by Buyer.

7. Should LKD Aerospace be prevented from completing this Sales contract or any part thereof because of any rule, regulation or order of the Federal government or any State government or of any Federal or State commission body or authority having jurisdiction in the premises, then Buyer agrees promptly, upon request and upon receipt of invoice thereof, to pay to LKD Aerospace for any product or products then completed or in process an amount to be determined by LKD Aerospace and representing its proportionate price of the products so completed or in process.

8. DISTRIBUTED FACTORY NEW PARTS WARRANTY:
LKD Aerospace warrants to Buyer that at the time of shipment that products represented as distributed products that are in fact factory new, will be free from defects of material and workmanship and will conform to the applicable LKD Aerospace or authorized distributor drawing and specifications. Should any such defect become apparent within twelve months from delivery thereof to Buyer, LKD Aerospace’s sole obligation under this warranty will be limited to either, at LKD Aerospace’s option and expense, repairing, replacing or extending credit for the products or parts thereof returned to LKD Aerospace by Buyer, F.O.B. LKD Aerospace’s plant and which LKD Aerospace reasonably determines do not confirm to this warranty and Buyer’s exclusive remedy for breach of such warranty will be enforcement of such obligation.

WARRANTY ALL OTHER PARTS (EXLUSIVE OF DISTRIBUTED FACTORY NEW PARTS):

The items are sold “As is, Where Is and without warranty of fitness for a particular purpose, or merchantability, or any other warranty, guarantee, or representation of any kind, whether express or implied, and Seller shall have no liability to Purchaser, or any third person or persons for consequential damages, or for loss, damage, or expense directly or indirectly arising from this transaction or the use of these items or any inability to use such items either separately or in combination with other parts or equipment or supplies or from any other cause whatsoever if any warranty whatsoever is held to apply: damages recoverable for any breach thereof shall not exceed the price to Purchaser hereunder charged by Seller to item to which such warranty shall have applied. Notwithstanding the foregoing, Seller hereby assigns Purchaser any assignable warranties applicable to these items to which Seller is entitled, but without liability of any kind from seller to Purchaser on any such warranty.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

9. Any material returned without prior authorization (RMA) will be subject to a minimum 25% restocking fee. It is specifically understood and agreed that the title to all parts and materials listed or included on this invoice shall remain in LKD Aerospace, Inc. until full payment of same has been received and good funds have cleared the bank. The Purchaser agrees to pay all cost of collection, including a reasonable attorney’s fee in the event it becomes necessary to enforce payment thereof.

10. It is the Purchaser’s responsibility to obtain a valid export license for this material from the Dept. of State or the Dept. of Commerce if so required under the applicable U.S. Government Export Control Regulations. This material is not to be shipped to any country that has an embargo placed on it by the U.S. Government.

11. INDEMNIFICATION: After receipt and acceptance of materials, Buyer agrees to indemnify and hold harmless Seller, LKD Aerospace, Inc., and its respective officers, directors and employees from and against any and all claims, liability, loss, damage or expense, including all counsel fees arising from or by reason of any injury or death allegedly caused by the use, sale, transfer or alteration of the goods furnished hereunder; any damage to or destruction of any property or injury to any person or persons caused by any act or omission, whether negligent or otherwise, or Buyer or of any employee, subcontractor, workman, servant or agent employed by Buyer. Such obligation of Buyer shall survive acceptance of the goods and payment therefore of the Buyer. In the event Buyer claims that LKD Aerospace has breached any of its obligations under the Sales Contract, whether of warranty or otherwise, LKD Aerospace may request the return of the products and tender to the Buyer the purchase price theretofore paid by Buyer and, in such event, LKD Aerospace, shall have no further obligation under the Sales Contract except to refund such purchase price upon redelivery of the products. If LKD Aerospace so requests the return of the products, the products shall be redelivered to LKD Aerospace in accordance with LKD Aerospace’s instructions at LKD Aerospace’s expense.

THE REMEDIES PROVIDED FOR IN THIS AND THE PRECEDING PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST LKD AEROSPACE FOR BREACH OF ANY OF LKD AEROSPACE’S OBLIGATIONS UNDER THE SALES CONTRACT WITH BUYER, WHETHER THE CLAIM IS MADE IN TORT OR IN CONTRACT, INCLUDING CLAIMS BASED ON WARRANTY, NEGLIGENCE OR OTHERWISE.

IN NO EVENT SHALL LKD AEROSPACE BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES NOR SHALL LKD AEROSPACE’S LIABILITY FOR ANY CLAIMS OR DAMAGE ARISING OUT OF OR CONNECTED WITH THIS SALES CONTRACT OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCT.

12. In the event any product to be furnished under this Sales Contract is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer. Buyer agrees to hold LKD Aerospace harmless from any and all damages, costs and expenses relating to any claim arising from the design, manufacture or use of the product or arising from a claim that such product furnished to Buyer by LKD Aerospace, or the use thereof, infringes any Letters Patent, foreign or domestic, and Buyer agrees at its own expense to undertake the defense of any suit against LKD Aerospace brought upon such claim or claims. In the event any product to be furnished under this sales contract is not to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer, but rather is the design of LKD Aerospace, LKD Aerospace agrees to hold harmless Buyer and its customers against any damage awarded by a court of final jurisdiction in any suit or suits for the infringement of any United States Letters Patent by reason of the sale or use of such product furnished by LKD Aerospace under this Sales Contract. The foregoing undertaking shall not apply unless LKD Aerospace shall have been informed as soon as practicable by Buyer of the charge or suit alleging such infringement and shall have been given the opportunity to take over the defense thereof, and further, such undertaking shall not apply if (i) the claimed infringement is settled without the consent of LKD Aerospace unless required by a final unappealable decree of a court of competent jurisdiction, or (ii) the infringement results from the use of a product delivered under this Sales Contract in combination with a product not delivered hereunder where such infringement would not have occurred from the use of the product alone delivered hereunder.

13. LKD Aerospace reserves the right to make changes in the design of its products at any time without incurring any obligation to make equivalent changes in products previously manufactured or shipped. All tooling used to produce the product to be furnished under this Sales Contract is the property of LKD Aerospace.

14. End items and/or spare parts shall be packed and packaged in accordance with best commercial practices for one-way shipment by air and/or surface transportation.

This Sales Contract shall be governed by the Uniform Commercial Code as adopted in the State of Washington, as effective and in force on the date hereof. Wherever a term defined by said Uniform Commercial Code is used herein, the definition contained in the Uniform Commercial Code is to control. No action for breach of sale, this Sales Contract or any covenant or warranty arising there from, shall be brought more than one year after the cause of action has accrued.