The following terms and conditions shall apply to each order for products and services of FALCO eMOTORS INC(ʺFALCOʺ) and shall constitute the entire agreement between the parties. The terms and conditions may not be varied, and no modification or addition shall be of any force or effect unless specifically accepted by FALCO in writing.Acceptance of orders which contain additional or different conditions of purchase printed on the order or other form shall not be binding upon FALCO unless specifically agreed to in writing by an authorized representative of FALCO. If any conflict exists between the terms and conditions as set forth herein, and those terms and conditions as contained on Buyerʹs purchase order, acceptance or other order forms, THESE TERMS AND CONDITIONS SHALL SUPERSEDE AND GOVERN.

1. Pricing. Upon FALCOʹs acceptance of a written purchase order, FALCO will supply products at the price stated in FALCOʹs quotation, or if no quotation exists, then in FALCOʹs price list. FALCO reserves the right to revise prices if the Buyer has not placed an order for products or services subject to any quotation given to Buyer within thirty (30) days of the date on the quotation. In all other cases, FALCO reserves the right to revise prices at any time without notice prior to the date of shipment of products. The buyer shall pay any extra costs reasonably and necessarily incurred by FALCO as a result of any changes or modifications to specifications requested by Buyer.

2. Cancellation. Buyer may not cancel or revise any order accepted by FALCO without the prior written consent of FALCO. Upon cancellation or revision of an order, Buyer shall pay FALCO all costs reasonably and necessarily incurred in reliance upon the initial order received by FALCO, including but not limited to costs relating to work‐in‐process, unused raw material, and engineering up to the total cost of the purchase order. All such charges will be determined by FALCO in its sole discretion at the time of cancellation or revision by Buyer.

3. Payment. Payment for small or sample quantities is required at the time of receipt of order by FALCO. Payment for all other orders requires 60% amount at the time of receipt of order by FALCO and 40% amount at the time of the shipment. FALCO reserves the right, however, to modify the terms hereunder when deemed advisable by FALCO, in its sole discretion.

4. Late Payment. FALCO reserves the right to charge Buyer interest at 1.5% per month or the maximum legal rate, whichever is less, for any payments more than thirty (30) days overdue. Buyer shall also pay collection costs or court costs plus reasonable attorneysʹ fees if its account is referred to a collection agency or attorney for collection.

5. Custom Tooling. Unless otherwise agreed in writing, all material, processes, equipment, facilities and custom tooling, including but not limited to dies, molds, patterns and other special equipment, used in the manufacture of products covered by order shall be and remain the property of FALCO. FALCO agrees to maintain all custom tooling furnished by FALCO in operating condition for its ordinary life, but not more than two years after the completion of the most recent production order.

6. Taxes. In addition to the stated purchase price, Buyer will pay any tax imposed by any federal, central, state or other governmental authority on the sale of the products and/or services.

7. Delivery. Any delivery schedule which FALCO may provide to Buyer represents a good faith estimate of delivery dates and shall not bind FALCO to anything more than its reasonable efforts to meet such estimates. FALCO will not be liable for any loss or expense (consequential or otherwise) incurred by Buyer as a result of any delay in delivery.

8. Shipments. All deliveries hereunder to destinations in the United States, Canada or Mexico will be F.O.B. FALCOʹs plant. All deliveries hereunder to destinations other than the United States, Canada or Mexico will be EX WORKS FALCOʹS plant. All deliveries will be via a carrier selected by Buyer at its option, or otherwise by Seller, freight collect, to Buyer and will be packed in Sellerʹs standard shipping packages. In all such cases, title and risk of loss or damage will pass to Buyer upon Sellerʹs delivery of the products to the carrier for shipment to Buyer and no loss or damage will relieve Buyer of any obligation hereunder, including payment for lost or damaged products.

9. Inspection. Unless Buyer notifies FALCO in writing thirty (30) days from the date of shipment of any products that said products are rejected, they will be deemed to have been accepted by Buyer. Buyer must also specify the reasons for the products being rejected in order for the notice of rejection to be effective.

10. Errors. Buyer assumes responsibility for errors in sketches, prints, specifications, and samples submitted to FALCO and/or approved by Buyer. FALCO reserves the right to correct clerical or stenographic errors or omissions.

11. Discontinuation. FALCO reserves the right to discontinue providing products or services to Buyer upon Buyerʹs failure to perform any material obligation under the terms and conditions set forth herein. Buyerʹs obligation to pay all amounts owing to FALCO pursuant hereto will survive any FALCO discontinuation or termination.

12. Fair Labor Standards Act. FALCO certifies that the products furnished hereunder have been or will be shipped in compliance with the Fair Labor Standards Act, as amended, and regulations and orders of the United States and Indian Government Department of Labor issued thereunder.

13. Force Majeure. Neither party shall be responsible for circumstances beyond its reasonable control which makes its performance impossible or delay its performance hereunder. To the extent that a party is delayed by such causes, the time to perform will be extended.

14. Indemnification. Buyer agrees to comply with all applicable federal, central, state and local laws, rules and regulations and to indemnify and save harmless FALCO for and from any and all liabilities, expenses, costs and damages which FALCO may incur or suffer as the result of Buyerʹs failure or omission to do so. Buyer will not use any product or sell any product to any party for use in connection with or as a ʺmedical deviceʺ as defined by federal law. If any product is used or resold for a ʺmedical deviceʺ related use, Buyer agrees to defend FALCO against and indemnify Buyer shall also indemnify and hold FALCO harmless for any and all liabilities, costs, and damages which FALCO may incur or suffer as a result of Buyerʹs failure to comply with the terms and conditions stated herein.
Buyer will indemnify and save harmless FALCO for and from any and all liabilities, expenses, costs and damages which FALCO may incur or suffer as the result of any actual or alleged infringement of any patents, copyrights or trademarks arising from the manufacture or sale of products in accordance with patterns, designs, specifications, drawings, directions, technical information, or data furnished to FALCO by Buyer.

15. Confidentiality. FALCO agrees not to disclose to third parties any information regarding Buyer or its business or its customers, or use such information for any purpose other than performing Buyerʹs order, without the written approval of Buyer.

16. Independent Contractor. FALCO shall at all times act in its own capacity and right as an independent contractor, and nothing contained herein shall be construed to make FALCO an agent or partner of Buyer.

17. Governing Law. The laws of the Commonwealth of Virginia, USA shall determine the validity, enforceability, and interpretation of this Agreement. Any controversy arising hereunder which the parties cannot resolve by negotiation with one another shall be heard in a court of proper jurisdiction located in Fairfax County, Virginia, USA and Buyer submits, consents and waives objection to jurisdiction and venue in such courts. FALCOʹs products and data may be subject to export control laws, restrictions and regulations including but not limited to International Traffic in Arms Regulations(ʺITARʺ), Export Administration Regulations (ʺEARʺ) and Foreign Assets Control Regulations (OFAC). Buyer shall be responsible for strict compliance with all applicable U.S. and Indian export control laws, restrictions and regulations of the United States or India or foreign agencies or authorities, and, when required by such laws and regulations, shall assume sole responsibility for obtaining a validated export and re‐export license or other required authorization required for goods and services delivered under this order. FALCO shall not be liable to Buyer for any failure to provide goods or services as a result of the United States or Indian Governmentʹs refusal to grant an export or re‐export authorization or its cancellation of an export or re‐export authorization, or as a result of any subsequent interpretation of U.S. or Indian Export control laws and regulations after the date of this order that has a material adverse effect on FALCOʹs performance of this order. Buyer shall not export, or transfer for the purpose of re‐export, any goods to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any U.S. or Indian or foreign law or regulation. Buyer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Person List and is not otherwise prohibited by law from purchasing the goods or services hereunder.

18. Terms. These terms shall continue to be effective until all obligations hereunder or any agreement formed pursuant to any quotation given to Buyer have been performed. [Either party shall, however, have the right to terminate any such agreement at any time without cause upon thirty (30) daysʹ written notice to the other.

19. Change. FALCO Company reserves the right to schedule qualified equipment to manufacture our products, introduce the use of qualified calibration equipment to manufacture and/or test our product, to utilize qualified manufacturing facilities interchangeably, use inspected and qualified tooling, and use approved suppliers in manufacturing our products without customer notification as long as the changes do not affect applicable product specifications.