OLDENBURG GROUP INCORPORATED
STANDARD TERMS AND CONDITIONS OF SALE—U.S.
I. CONTRACT: These standard terms and conditions, together with any quotation form, purchase order acknowledgment and/or invoice issued
by Oldenburg Group Incorporated ("OGI"), constitute the final and entire contract (the "Contract") for the sale by OGI to the purchaser named
in the quotation or purchase order acknowledgment (the "Purchaser") of the goods, merchandise and/or services described therein (the
"Product"). Such Contract supersedes any other written or oral agreements, statements or proposals relating to the subject matter of the
transaction, including any purchase order or other Purchaser documents. This Contract may not be modified except by a writing signed by OGI.
OGI HEREBY OBJECTS TO AND REJECTS ANY TERMS PROPOSED BY (OR RECEIVED FROM) THE PURCHASER THAT
ARE ADDITIONAL TO, DIFFERENT FROM OR INCONSISTENT WITH THE TERMS STATED HEREIN AND SUCH TERMS
SHALL NOT BECOME PART OF THE PARTIES' CONTRACT. Such proposal of additional, different or inconsistent terms by
Purchaser shall not operate as a rejection of OGI's offer unless such variances are in the description, quantity, price or place or date of delivery
of the Products, and OGI's offer shall be deemed accepted without such additional, different or inconsistent terms. OGI'S AGREEMENT TO
SELL THE PRODUCTS IS LIMITED TO THE TERMS AND CONDITIONS OF THIS CONTRACT. Purchaser shall be deemed to
have made an unqualified acceptance of OGI's offer and the terms and conditions herein on the earliest of the following to occur: (a) OGI's
receipt of a copy of this Contract signed by Purchaser; (b) Purchaser's payment of any amounts due under this Contract; (c) Purchaser's delivery
to OGI of any material to be furnished by Purchaser; (d) OGI's delivery of the Products; (e) failure by Purchaser to notify OGI to the contrary
within ten (10) days of receipt or notification of these terms and conditions, or (f) any other event constituting acceptance under applicable law.
II. PRICE AND PAYMENT: Unless otherwise stated on OGI's quotation, all price quotes are valid for thirty (30) days from the date of the
quote. Prices are F.O.B. OGI's factory or other shipping point stated in OGI's quotation or purchase order acknowledgment (the "Shipping
Point"), with freight allowance if and only to the extent specifically set forth in the quotation or purchase order acknowledgment. If delivered
prices are quoted, they are based upon the carrier's existing rates, and accordingly, are subject to increase or decrease on the basis of any change
in the carrier rates. Purchaser shall be responsible for any tax relating to the purchase or sale of Products hereunder including, without
limitation, any sales, excise, use or value added taxes, and for any tax upon OGI (excluding income taxes) measured in whole or in part by the
amount of the sale. Payment by Purchaser shall be due as stated in OGI's quotation, purchase order acknowledgment or invoice. The extension
of credit to Purchaser, if any, is subject to final approval by OGI (in its sole discretion). If payment is not made when due, Purchaser shall also
be required to pay on demand OGI's actual attorneys' fees and costs of collection. Purchaser agrees to pay a late payment charge of 1-1/2% per
month, or the maximum amount allowable by law, on all amounts not paid in full when due, payable on OGI's demand. Purchaser shall not set
off amounts due to OGI against claims it may have against OGI. If Purchaser does not pay OGI any amount due under this Contract when such
amount is due, or if Purchaser defaults in the performance of this Contract, OGI may, without incurring liability to Purchaser and without
prejudice to OGI's other lawful remedies (1) terminate OGI's obligations under this Contract, (2) declare immediately due and payable all of
Purchaser's obligations to OGI, (3) change credit terms with respect to any further sales, (4) suspend or discontinue any further sales, and/or
(5) repossess the Products.
III. DELIVERY: OGI shall deliver Products F.O.B. Shipping Point. Title to Products shall pass to Purchaser at the time and place the Products are
delivered to the carrier. OGI shall have no liability for any loss of or damage to Products after OGI has delivered them F.O.B. Shipping Point.
If a carrier is selected by Purchaser, OGI may require the carrier to furnish OGI with evidence of sufficient public liability and property damage
insurance and cargo insurance. No delivery date shall be applicable to this transaction unless expressly stated in OGI's quotation or purchase
order acknowledgment. Such date is only OGI's good faith estimate date of delivery. If OGI gives production figures, such figures are also only
good faith estimates. If delivery dates are given in the form of a period of elapsed time, such period shall be construed as OGI's good faith
estimate of the time from (a) the date of OGI's receipt of the purchase order and all information from Purchaser relating to the sale, to (b) the
date of delivery. OGI shall not be liable for any loss, cost or damage stemming from delivery delays. If delivery is delayed by Purchaser for
any reason whatsoever, all risks are transferred to Purchaser upon notification by OGI that Products are ready for delivery and, upon such
notification, payment shall be due in accordance with the terms hereof as if delivery has been made. If Purchaser is responsible for delivery
delays, OGI reserves the right to impose storage costs for Products. Partial deliveries shall be permitted. Claims for shortages or other errors
must be made in writing to OGI within twenty (20) days after OGI's delivery of Products to the Shipping Point. Failure to give such notice shall
constitute unqualified acceptance and a waiver of all such claims by Purchaser.
IV. INDEMNIFICATION: Purchaser agrees to indemnify and hold OGI and its affiliates harmless from and against any and all claims, liabilities,
costs, losses, damages and expenses, including without limitation actual attorneys' fees, asserted against or incurred by OGI in connection with
the manufacture, sale, delivery, storage, resale, repair or use of any Product covered by or furnished under this Contract arising in whole or in
part out of or by reason of the failure of Purchaser, its agents, servants, employees or customers to comply with this Contract or to follow
instructions, warnings or recommendations furnished by OGI in connection with such Product, or by reason of the negligence or misconduct of
Purchaser, its agents, servants, employees or customers.
V. LIMITED WARRANTY AND LIMITATION OF DAMAGES: OGI offers limited warranties for many of its products. Please see
www.oldenburggroup.com for limited warranty statements. Other than such limited warranties, if any apply to the Products sold hereunder,
OGI MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO PRODUCTS AND HEREBY DISCLAIMS ANY EXPRESS
AND IMPLIED WARRANTIES WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, OGI DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Prior to using
or permitting use of the Products, Purchaser shall determine the suitability of the Products for the intended use and Purchaser shall assume all
risk and liability whatsoever in connection therewith. Purchaser agrees that OGI has no post–sale duty to warn Purchaser or any other party
about any matter or, if such duty exists, OGI satisfies that duty by providing any required warnings only to Purchaser. Purchaser assumes all
post–sale duty to warn its customers and indemnifies OGI against any loss, cost or damage (including without limitation actual attorneys' fees)
in connection with such duty or failure to warn. OGI SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS
OF BUSINESS, OR DAMAGE TO GOODWILL, PERSONAL INJURY DAMAGES, DAMAGE TO PROPERTY OR ANY SPECIAL,
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INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM BREACH
OF WARRANTY, FAILURE TO COMPLY WITH ANY OBLIGATIONS UNDER THIS CONTRACT, OR ANY OTHER CAUSE.
No action for breach of any applicable limited warranty, or for any other claim for breach of this Contract, may be brought by Purchaser or
anyone claiming under Purchaser more than one year after the date of expiration of the applicable limited warranty or, if no warranty applies,
one year after the date of delivery by OGI hereunder. OGI SHALL NOT BE LIABLE TO PURCHASER, OR TO ANYONE CLAIMING
UNDER PURCHASER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO,
OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER
TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS OR OGI'S ACTS OR OMISSIONS OR
OTHERWISE. OGI'S AGGREGATE LIABILITY UNDER THIS CONTRACT SHALL BE LIMITED TO THE MONIES PAID TO
OGI FOR THE RELEVANT PRODUCT(S).
VI. CANCELLATION AND RETURNS: If Purchaser issues an order to stop work on or cancels an order, Purchaser shall pay OGI an amount
equal to all direct and indirect costs applicable to the work done on the order, including a reasonable allowance for overhead, depreciation and
profit and all fees and charges of OGI's vendors. Any Products which are fully paid for by Purchaser shall, upon receipt of written direction
from Purchaser within thirty (30) days after the applicable stop work or cancellation order, be shipped at Purchaser's expense to Purchaser. If no
such notice is received within thirty (30) days, OGI shall retain all rights in such Products and all materials therefor and shall be free to dispose
of them for its own account. Product may not be returned without OGI's written consent and an authorization number from OGI.
VII. CHANGES IN ORDERS: Changes in orders must be requested by Purchaser in writing and are subject to the written acceptance of OGI
(which may be withheld by OGI in its sole discretion). OGI reserves the right to change the price, payment, delivery date and/or other terms for
any affected Products.
VIII. ARBITRATION: Any controversy or claim arising out of or relating to this Contract shall be settled by binding arbitration before the
American Arbitration Association in Milwaukee, Wisconsin pursuant to its Commercial Arbitration Rules. The arbitral award may be enforced
in any court of competent jurisdiction and the parties consent to the jurisdiction of the courts of Wisconsin and of the United States District
Court for the Eastern District of Wisconsin.
IX. CONFIDENTIAL INFORMATION: Purchaser acknowledges that all trade secrets, designs, specifications and other Confidential
Information (as defined below) which may be disclosed to it by OGI shall at all times, both during and after expiration or termination of this
Contract for any reason, remain the exclusive property of OGI and Purchaser shall not acquire any proprietary interest whatsoever therein.
"Confidential Information" means all knowledge and information disclosed by OGI to Purchaser orally or in writing, or acquired by Purchaser
through observation, that provides OGI with a competitive advantage and concerns its products, technology, inventions, formulas, know-how,
services, forecasts, sales methods, customer lists, customer usages and requirements, financial information, business plans, strategies and future
business relationships, with the exception of such information which Purchaser can show by competent written evidence: (i) was already part of
the public domain at the time of the disclosure by OGI; (ii) becomes part of the public domain through no fault of Purchaser; or (iii) was in
Purchaser's possession prior to the disclosure by OGI. Purchaser shall not use or disclose any of such Confidential Information, but shall protect
it using at least the same degree of care given its own trades secrets and confidential information (but no less than a reasonable degree of care).
Upon expiration or termination of this Contract for any reason, Purchaser shall surrender to OGI all documents and other tangible objects and all
copies thereof relating to trade secrets and other Confidential Information and all of OGI's property. Nothing in this Contract shall be construed
to limit or negate the common or statutory law of torts or trade secrets where it provides OGI with broader protection than that provided herein.
X. TRADEMARKS: Nothing in this Contract shall be construed to give Purchaser any right to use any of OGI's trademarks, and Purchaser agrees
not to make, or allow any of its affiliates to make, any such use. Any use of OGI's trademarks or other intellectual property shall be subject to
OGI's prior written approval in each instance (which may be withheld by OGI in its sole discretion). Any and all goodwill associated with
OGI's trademarks shall inure to OGI's benefit. Purchaser agrees that neither it nor its affiliates will seek to register any of OGI's trademarks, or
any other mark or name confusingly similar thereto. Purchaser acknowledges that OGI owns all right, title, and interest in and to its trademarks.
Purchaser agrees to take all steps which OGI may from time to time consider to be necessary to perfect or protect OGI's rights in its trademarks
including, without limitation, executing assignments. Purchaser shall inform OGI promptly of any potential or actual infringement of any of
OGI's trademarks and shall provide all assistance required by OGI, at OGI's expense, in connection with any such infringement.
XI.
MISCELLANEOUS: Waiver by OGI of the breach of a term, condition or provision hereof shall not be construed to be a waiver of any other
terms, conditions or provisions nor shall such waiver be deemed a waiver of any subsequent breach of the same term, condition or provision.
OGI reserves the right to correct clerical or similar errors relating to price or any other term in this Contract. This Contract and all disputes
hereunder shall be governed in all respects by the internal laws of the State of Wisconsin, without regard to its conflict of law principles. If any
provision of the Contract is held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.
Purchaser agrees to comply with all laws and regulations applicable to the purchase, transport, use, storage, sale, lease and/or disposal of the
Products including, without limitation, to the extent applicable, the U.S. Export Administration Act and all regulations thereunder. Purchaser
may not assign this Contract or any rights or obligations hereunder without OGI's prior written consent (which may be withheld by OGI in its
sole discretion). This Contract shall inure to the benefit of and bind the parties' successors and permitted assigns. OGI shall not be liable for
damages or costs associated with any breach or default under this Contract due in whole or in part to (1) acts of God, war, strikes, differences
with workers, shortages of workers or goods, delays in transportation, changes in production or shipping schedules, failures or delays by
subcontractors or suppliers, governmental regulations, orders; (2) failures or delays by Purchaser, its agents, contractors or customers (including
delays in furnishing of information to OGI regarding the sale); and/or (3) any other causes beyond OGI's reasonable control.
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