ADVANCED SAFETY & ENERGY, INC

TERMS AND CONDITIONS OF SALE

The following terms and conditions govern all quotations of prices by Advanced Safety & Energy, Inc. (“ASE”) for its products, services, and materials, whether made pursuant to our written orders; and shall control all matters and dealings between ASE and the named “BUYER.”

1. TERMS AND CONDITIONS TO GOVERN -

The terms and conditions herein contained represent the final and complete agreement between ASE and BUYER. No term(s) or conditions will in any way modify or change the provisions contained herein and shall be binding upon ASE unless made in writing and executed by an officer or other duly authorized person of ASE. No modifications of any of these terms shall be accomplished by ASE’s shipment of goods following receipt of BUYER’s purchase order, shipping request or similar forms containing printed terms and conditions additional to or different from the terms herein. If any term, clause or provision contained herein is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect or dismiss the validity of any other term, clause or provision contained herein.

2. PRICE -

Quoted prices are only valid on receiving the total order quoted. Prices (including any transportation charges) are subject to change without notice unless specifically designated as firm for a specific period pursuant to a written quote or written sales acceptance issued or verified by duly authorized officer or other duly authorized personnel of ASE. A price designated as firm for a specified period may be revoked by ASE if the revocation is in writing, and is delivered to the BUYER prior to the time a written acceptance of the price is received by ASE from BUYER. All prices and deliveries are F.O.B. ASE’s location in Flint, Michigan.

3. TITLE AND RISK OF LOSS -

Delivery to carrier shall constitute delivery to BUYER and thereafter risk of loss or damage shall pass to BUYER. Any claim of BUYER relative to damage during shipping or delivery shall be made directly to the carrier. Any claims of BUYER against ASE for shortage or damage occurring prior to such delivery to carrier, including but not limited to errors in weight and quantity, must be made within ten (10) days after receipt of the goods and accompanied by original transportation bill signed by carrier noting that carrier received the goods from ASE in the condition claimed. ASE may either ship the quantity necessary to make good the deficiency or, at ASE’s option, credit BUYER with the invoice price of the deficiency. Notwithstanding passage of the risk of loss to BUYER, title and right of possession to the goods sold hereunder shall remain with ASE until all payments hereunder, including deferred payments evidenced by notes or otherwise, interest carrying charges and attorney fees, shall have been made.

4. PAYMENT TERMS -

Unless otherwise provided in writing executed by ASE and BUYER, payment terms are as QUOTED by ASE to BUYER. Any discount allowed is limited to the amount indicated on the face of the invoice and does not include special materials, packaging, taxes and freight charges. ASE reserves the right to require advance payment or satisfactory security in cases that ASE deems necessary. BUYER shall remain liable for all accounts unpaid to ASE. Any deposit paid to ASE by BUYER shall be considered non- refundable if there is material change to the order after ASE has accepted and begun processing order.

5. TAXES -

All applicable federal, state or local sales, use, or excise taxes are the responsibility of the BUYER and shall be in addition to the price or prices stated on the quotation, unless otherwise stated. ASE shall have the right to invoice separately any such tax imposed later. Applicable tax exemption certificates must accompany any order to be applied.

6. CANCELLATION -

A) ASE shall have the absolute right to cancel this Agreement upon breach thereof by the BUYER, failure of the BUYER to make any payment required by this Agreement, or the insolvency or bankruptcy of the BUYER.

B) A purchase order or any part thereof which is hereby accepted by ASE may not be cancelled unless and until ASE receives written notice of the cancellation, has determined the additional charge to be made and the same has been accepted and paid by the BUYER. Upon receipt of a notion of cancellation, ASE shall be entitled to take whatever action it deems necessary and advisable to minimize cancellation charges. Such cancellation shall not prejudice ASE’s rights to any amounts then due to ASE.

7. FORCE MAJEURE -

ASE shall not be liable for failure to perform its obligations hereunder (or pursuant order of BUYER accepted by ASE and governed hereby) resulting directly or indirectly from or contributed to by acts of God or the public enemy; acts of BUYER; acts of governmental, civil or military authority, including wage and price controls; fires; war; riot; delays in transportation; lack of or inability to obtain raw materials (including energy sources) or components; labor strikes, slowdowns, lockouts or stoppages; fuel or suppliers, or unusually severe weather or any other circumstances beyond ASE’s reasonable control, whether similar or dissimilar to the foregoing. If certain quantities are affected and other quantities are not, the quantities affected shall be eliminated from the contract without liability, but the contract shall remain unaffected. ASE may during any period of shortage due to any of said causes, allocate its supply of such raw materials among its various users thereof, in any manner which ASE deems fair and reasonable. In no event shall ASE be liable for special or consequential damages for any delay for any cause.

8. ATTORNEY/COLLECTION FEES -

In the event that suit or other collection actions are brought for the recovery of any unpaid balance, or the breach by BUYER of any term contained herein, BUYER shall pay ASE, in addition to any damages provided by law, reasonable attorney’s fees and any costs of collection.

9. SUITABILITY OF USE -

BUYER acknowledges and represents that the goods sold hereunder are fit for their actual or intended use and the BUYER placed no reliance on ASE’s skill or judgment in selecting suitable goods or materials or in the design of suitable goods and materials. BUYER represents that the use and installation of the goods shall be made in compliance with all applicable government requirements. At BUYER’s request, ASE will provide applicable third-party certification documents identifying ratings and limitations of use which apply to goods purchased. This information by itself is not sufficient for a complete determination of suitability of the goods in combination with the end product, machine, system or other application or use.

10. CHOICE OF LAW -

This agreement and matters connected with the performance thereof shall be construed in accordance with and governed by the law of the State of Michigan as if it were executed and performed entirely in Flint, Genesee County, Michigan. Further, it shall be construed to be between merchants.

11. GENERAL -

ASE represents that any goods to be delivered hereunder will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended. Any assignment of this agreement or any obligations thereunder by the BUYER without the written consent of ASE shall be void. ASE reserves the right to correct all typographical errors that may from time to time be present in prices or specifications. The right and remedies of ASE under these terms and conditions shall be cumulative and the exercise of any of them shall not be exclusive of any other rights or remedies provided herein or allowed by law. This document contains the entire and exclusive agreement between the parties and is not subject to modifications except by written agreement by ASE and BUYER. The limited warranties contained herein give BUYER specific legal rights and remedies. In addition, BUYER may have other rights and/or remedies that vary from state to state. Time is of the essence of BUYER’s obligation hereunder.

12. PRODUCTS -

The description and scope of Products (including any special conditions or limitations associated with the providing of such Products) will be as contained in applicable published ASE product and service catalogs, brochures and bulletins in effect at the time and/or in written proposals or quotations prepared by ASE specific to client and the Products. Any deviations from such published or written descriptions and scope must be separately approved by ASE in writing.

13. EFFECTIVE DATE -

ASE’s obligations under will become effective upon client’s purchase of Products or services and will be applicable only with respect to those Products and services purchased. Any reliance on or acknowledgement by client as to any of these ASE obligations will be construed as client’s acknowledgement and acceptance of the terms and condition of sale.

14. INSURANCE –

ASE guarantees it will carry adequate general liability, professional liability, workers compensation and automobile insurance. Current certificate of insurance available upon request.

ADVANCED SAFETY & ENERGY, INC

LIMITED WARRANTY AND CUSTOMER SUPPORT

1. LIMITED WARRANTY

A. New products manufactured by ASE are warranted to be free from defects in material and workmanship for a period of one (1) year from the date of purchase.

B. New products manufactured by others and resold by ASE are warranted to be free from defects solely under the Original Equipment Manufacturer (OEM) warranty, as given to ASE by the OEM or its suppliers. OEM warranty information is available upon request.

C. Products that are under warranty and are repaired by ASE or an authorized representative are given an additional one (1) year warranty from the date of repair.

D. Design engineering and software services purchased from ASE and managed by or installed by same are warranted to be free from defects in workmanship for the life of the equipment the services apply to.

E. Used products sold “as-is” and are not warranted.

F. Product(s) that are under warranty and found to be defective in material or workmanship will be repaired or replaced up to the original purchase price of the product(s). In the case of replacements, ASE will recommend a functionally identical or reasonably equivalent product for buyer approval prior to commencing with the replacement.

G. This warranty does not include any costs for service calls, technical assistance, shipping, travel expenses, installation, or other costs such as direct, indirect, incidental or consequential damages or delays resulting from any defect. Any expenses beyond the original purchase price of the product(s) are the buyer’s responsibility. Quote for services not covered in this warranty are available upon request.

H. This warranty applies only to products operating under normal usage and service. ASE does not warrant against failures or damages caused by misuse, abuse, accidents, alterations, contamination, corrosion, improper installation, operation not in compliance with service manuals and instructions, substitutions not approved by ASE, or any change or repair made by anyone other than ASE or its authorized representative(s).

I. This warranty is nontransferable and only applies to the original purchaser.

J. This warranty is in lieu of and excludes all other warranties, expressed or implied.

2. RETURN OF PRODUCTS - RMA & SHIPPING INSTRUCTIONS

A. Contact customer service to obtain a Return Merchandise Authorization (RMA) form. You will be asked for the product model number, serial number (if available) and the reason for the return. An RMA form will promptly be sent to you. Please be aware that any products shipped to ASE without an RMA will not be accepted.

B. When you receive the RMA form, properly package the product(s) so they are not damaged during shipping. Write the RMA number on the shipping label or place a copy of the RMA form inside the package and ship to the address shown on the RMA form.

C. Before sending the package, it is recommended that adequate insurance be purchased from the shipping company. ASE is not responsible for lost or damaged goods during shipping or due to improper packaging by the buyer. If ASE receives product(s) that are damaged during shipping, additional fees to repair the damages will apply.

3. RETURN OF PRODUCTS - FOR REPAIR

A. When ASE receives the package, the product(s) will be bench tested and the defects (if any) will be identified. A report of the findings will be sent to you for review and approval:

i. Product(s) that are under warranty and found to be defective - will be repaired or replaced at no cost.

ii. Product(s) that are not under warranty – a repair quote will be sent to you for approval prior to the commencement of any repairs.

iii. Product(s) that are not defective – a minimum testing fee will apply. A testing quote will be sent to you for approval and payment prior to release of the product(s).

B. Following testing and/or repair of the product(s), they will be repackaged and ready for pickup by the shipping company.

4. RETURN OF PRODUCTS - FOR REFUND

A. To receive a full refund of the purchase price; product(s) must be unused and contained within the original, undamaged OEM packaging. Failure to do so may result in restocking fees, pro-rated refunds or no refund.

5. ACCEPTANCE OF ORDERS –

All Purchase Orders will be acknowledged in writing within five business days of receipt by ASE.

6. PACKING –

ASE will package all items in compliance with the transportation selected. The cost of any special packing, loading and bracing requested by the buyer will be paid by the buyer.

7. SHIPPING –

Buyer may select their preferred carrier or request that ASE handle the logistics with a carrier. In either case, ASE will not be responsible for shipping costs, transportation delays, damages, excess charges or any other costs related to shipping.