APPLICABLE TERMS AND CONDITIONS

1. Applicable Terms and Conditions.

1. The Terms and Conditions stated herein are applicable to any Purchase Order/Instrument! Contract issued by BUYER to SELLER, and will replace and supersede in full any other terms and condition received from BUYER, unless specifically accepted by SELLER in writing.

2. Any Purchase Order/Instrument/Contract (also known as the "Agreement" or "Order") issued by BUYER to SELLER shall be construed and interpreted so as to include this Terms and Conditions by reference and constitute the entire Agreement between BUYER and SELLER. There are no verbal understandings, agreements, representations or warranties between the Parties which are not expressly set forth herein.

2.   Effectivity and Duration of the Proposal/Offer leading to an Order.

This Proposal/Offer is valid for thirty (30) calendar days from the date of issuance by SELLER, and it will expire by the change of business on the 30'" day without further notice unless extended in writing by SELLER.

3. Late Deliveries.

SELLER shall endeavor to deliver the Products! Services on time as acknowledged and agreed between the Parties in writing. SELLER shall not be liable for any penalties for late deliveries.

4. Terminations and Grace Period.

1. If for any reason, SELLER is unable to deliver the Products/Services by the scheduled delivery date, SELLER will have^-a sixty (60) calendar day Grace Period after the scheduled delivery date in which to deliver the Products/Services without any penalties. Sixty (60) days after the delivery schedule, when the Grace Period has expired, BUYER, at its own discretion, may choose to cancel the portion of the Order for the undelivered Products/Services, these are Products/Services not shipped within the sixty (60)-day Grace Period). if BUYER chooses to cancel, then SELLER will reimburse BUYER any deposits that SELLER might have already received on the undelivered Products/Services. However, BUYER will be responsible for payment in full of all Products/Services already received by BUYER or in route or which have been shipped on or before the 60'" calendar day of the Grace Period,

2. If BUYER intends to cancel any pending undelivered Products/Services upon expiration of the Grace Period, BUYER will notify SELLER in writing ten (10) calendar days prior to expiration of the Grace Period informing SELLER of its intentions. If BUYER chooses not to cancel the delayed Products, then BUYER and SELLER will negotiate a new delivery date.

5. Limitation of Liability.

a. NO WARRANTY, GUARANTEE OR REPRESENTATION WITH RESPECT TO THE PRODUCTS/SUPPORT SERVICES, OR THEIR SUITABILITY FOR ANY PURPOSE IS MADE BY SELLER. BUYER SHALL RELY SOLELY ON ITS OWN EXPERTISE AND EXPERIENCE IN DETERMINING WHETHER THE PRODUCTS OR SERVICES PROVIDED BY SELLER

HEREUNDER ARE SUITABLE FOR BUYER'S INTENDED PURPOSES. SELLER DISCLAIMS AND BUYER WAIVES AS TO SELLER, ALL WARRANTIES PERTAINING OR RELATING TO SUCH PRODUCTS AND SUPPORT SERVICES, EITHER EXPRESSED OR IMPLIED, AND WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

a. In no event shall SELLER be liable for indirect, special, consequential, incidental, multiple or punitive damages, or any damage deemed to be of an indirect or consequential nature arising out of or related to the performance of Products or Services provided whether based upon breach of contract, tort, including negligence of Seller, or other theories of liability.

6. Governing Law.

This Agreement shall be governed by the laws of the state of Kansas.

Any dispute relating to or involving the sale of this Products or Services shall be brought only in a court of law of the State of Kansas, U.S.A. without regards to choice of foreign law.

7. Proprietary Information.

1. Nothing in this Agreement shall be construed as granting to BUYER any rights or licenses under patents, patent applications, or SELLER designs, to proprietary information or trade secrets owned or controlled by SELLER.

2. BUYER understands and acknowledges that certain information that may be provided by SELLER in connection with this sale is, or may be, confidential or proprietary to SELLER, or may otherwise consist of trade secrets owned by SELLER ("Proprietary Information"). Accordingly, information provided by SELLER marked as "confidential" or "proprietary" Information shall not be disclosed outside of Buyer’s organization unless otherwise authorized by SELLER in writing.

3. The Parties understand and acknowledge that SELLER will own any articles or data developed by SELLER in whole or in part from SELLER Proprietary Information as a result of services performed by SELLER under this Agreement. Any background data owned and provided by BUYER will remain the property of BUYER when marked as proprietary; any background data owned and provided by SELLER will remain property of the SELLER when marked as proprietary.

8. Force Majeure.

1. SELLER will exercise reasonable commercial efforts to meet the expected period of performance established in the Agreement. However, SELLER shall not be liable for loss or damage due to delays, including but not limited to those, resulting from any cause beyond its reasonable control. Causes beyond reasonable control include, without limitation, compliance with any government law or regulation, acts of God, acts or omissions of BUYER(s), fires, strikes, floods, weather, disputes with workers, vendors and the like. If any of these events shall affect the scheduled delivery date, then the period of performance will be extended for the number of days of the delay incurred. SELLER reserves the right at its discretion to revise the period of performance, without liability, when, in the opinion of SELLER, Government regulations, SELLER business priorities or other causes make such action necessary.

2. If for causes above, the delay extends over ninety (90) calendar days beyond the scheduled delivery date, then BUYER, at its discretion, may choose to cancel the portion of the Order for for the undelivered Products/Services, these are the Products/Services not shipped by the 90th day of the delay; or BUYER and SELLER may negotiate a new delivery date.

3. BUYER will be responsible for payment in full of all Products/Services already received by BUYER or in route or which have been shipped on or before the 90th calendar day in accordance with this clause. SELLER will reimburse BUYER any deposits that SELLER might have already received on the undelivered Products/Services under this clause.

4. If BUYER intends to cancel the Agreement for the undelivered Products/Services after the 90th day, BUYER shall notify SELLER ten (10) calendar days prior to the 90th day expiration, informing SELLER of its intentions to cancel any Products/Services not delivered, nor in route, on the 90th day.