AGREEMENT

PAYMENT TERMS

1. For U.S. domestic Products sales:   
• 100%, net 30 days from shipment; or
2. Milestone or Progress Payments (as parties agree in writing):  
• Net 30 days from date of achievement of agreed payment-bearing milestones, or net 30 days for each calendar month-based progress payments.
3. For Nonrecurring engineering ("NRE") development of products by Seller for Buyer:
• Fifty percent (50%) of total NRE amount is due on the last Friday in the calendar month of order placement and subsequent payments will become due net 30 days from date of achievement of agreed payment-bearing milestones or net 30 days for each calendar month-based progress payments. Payments for NRE development products are non-refundable. Additional variable costs, such as engineering labor during the test phase and related travel costs, other non-labor costs. will be invoiced separately and be due in accordance with the terms set forth in this paragraph.
4. For international sales, at Seller's option, either:
• 100% wire transfer prior to shipment; or,
• 90% letter of credit due at sight; 10% letter of credit due upon acceptance or 30 days from shipment, whichever comes first; or
• Other terms agreed to in writing.
5. Seller reserves the right to impose a late penalty fee of 1.5% per month (but no more than the highest rate permitted by applicable law) for all past due balances. Seller also reserves the right to require C.O.D. payment, a letter of credit, or other security for payment if Seller determines that such terms are required to assure payment to Seller. In addition, Buyer shall reimburse Seller for all costs and expenses (including attorney's fees) incurred by Shadin in collecting any payment owed to Seller hereunder. Buyer shall have no right to offset any deductions or credits against any amounts owed hereunder.

PRICES

SHIPMENTS AND TITLE TRANSFER

ORDER CANCELLATION FOR CONVENIENCE, SHIPMENT HOLDS AND RESCHEDULES

INSPECTION

LIMITED WARRANTY

1. Warranty Period
• For all Products purchased by Buyer, the Warranty Period shall be twelve (12) months from the date of the installation by Buyer into its end-customer's product or twenty- four (24) months from the date of shipment to Buyer, whichever occurs first. Buyer will provide confirming installation date and applicable customer data to Seller upon request. In no event shall the Warranty Period exceed twenty-four (24) months from the date of shipment by Seller to Buyer. The Product Warranty may be extended to end user customers of Buyer who purchase and receive such products within twenty-four months of the date the Products are shipped to Buyer.
2. During the Warranty Period, Seller warrants that:
• All Products meet specifications published by Seller appropriate to the model and options purchased as of the shipping date or agreed in writing between Buyer and Seller; and
• All Products will be free from defects in materials and workmanship or defects due to design (other than any design or requirements specified by Buyer) 
3. For any failure covered by this limited warranty, Seller shall repair or replace, at Seller's option, the defective Product. Buyer will promptly notify Seller of any failure that occurs during Warranty Period and request an RMA from Seller and provide the reason for return in writing if Buyer returns the product for repair or replacement. Failure to provide such notice will relieve Seller of its warranty obligations.
4. Repair or replacement of a defective Product is the sole and only remedy under this warranty. In case of replacing a defective original Product, Seller will warrant the replacement Product for the remaining Warranty Period of the original Product.
5. During the Warranty Period, replacement Products will be shipped on a no-charge basis on condition that all defective Products must be returned immediately upon receipt of replacement Products. Failure to return the defective Products promptly will result in an invoice for the full price of the replacement Product.
6. This limited warranty is void if failure has resulted from:
• Misuse, mishandling, accident or neglect, noncompliance with Seller Product operating environment or operation specifications, abuse and misapplication;
• Improper packing or handling of the Product during handling by Buyer;
• Unauthorized modification to the Product, attempts to install or de-install or perform unauthorized maintenance or repair by any person that is not the Seller personnel; or
• An act or event beyond Seller's reasonable control and without Seller's fault or negligence, including but not limited to fires, explosions, floods, earthquakes, power outage or inappropriate transportation, acts of God, war or terrorism.
7. Buyer is responsible for any damages caused by inappropriate transportation.
8. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. BUYER'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY IS REPAIR OR REPLACEMENT, AT SELLER'S OPTION. ANY LAWSUIT BY BUYER AGAINST SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES, ARISING OUT OF OR RELATING TO WARRANTY CLAIMS REGARDING THE SUBJECT PRODUCT, SHALL BE FILED WITHIN TWO YEARS FROM SHIPMENT OF THE SUBJECT PRODUCT TO BUYER BY SELLER.
9. Notwithstanding the above, Seller provides no warranties (1) on any Products or portion thereof which is based on the Buyer's design; or (2) respecting any larger system of which the Seller's Product is only a component or part; and (3) non-Seller supplied replacement or repaired parts or Products.

CHANGES

1. Either party has the right, by written proposal to the other, to request changes in the work performed hereunder. None of which will obligate the other until both parties agree upon the changes in a written amendment to the affected order signed by both parties.
2. Buyer may, by written proposal to Seller, request changes in any one or more of the following:
• Drawings, designs, processes or specifications;
• Method of shipment or packing;
• Time and/or place of delivery within the U.S.;
• Quantity of items ordered (iii and iv are subject to terms in Section 5 above).
3. Except as provided in this Section 8, no order, statement, or conduct of either Buyer or Seller or other employees of officers of either party shall be treated as an amendment or change order under this section or entitle either party to an equitable adjustment under this section.
   
4. If the proposed change would cause an increase or decrease in either party's cost of, or time required for, performance of any part of the work, as a result of any proposed change requested by a party, an equitable adjustment shall be made in the order price or delivery schedule, or both, and the order shall be amended in writing accordingly. Any claim for an adjustment under this section shall be asserted by the affected party in writing within fifteen (15) working days from the date of receipt of the proposed Change Order, unless the parties agree, in writing, to an extension to the fifteen (15) working day period. Negotiations will be held between the parties within thirty (30) days after receipt by a party of the claim or equitable adjustment request from the affected party. Neither party shall be obligated to start work toward accomplishing such proposed change(s), until adjustments in price, delivery, and other affected terms and conditions have been mutually agreed upon and set forth in an amendment to the order signed by both parties.

LIMITATION OF LIABILITY

• Any claim by buyer must be made by written notice to Seller specifying the details and providing reasonable evidence in support of such claim.
• Seller shall have no obligation or liability for any gratuitous information or assistance provided by, but not required of Seller.

INTELLECTUAL PROPERTY INFRINGEMENT

SOFTWARE LICENSE

INTELLECTUAL PROPERTY OWNERSHIP

CONFIDENTIALITY

1. Buyer understands and agrees that Seller Products embody, utilize or otherwise contain Seller confidential and proprietary information and trade secrets ("Confidential Information"). Certain of the Confidential Information are apparent upon visual inspection of the Products. Other Confidential Information can only be discerned upon observation of the operation or the disassembly of the Products, or by reverse engineering. Except to the extent and in the circumstances expressly provided by law, Buyer agrees, represents and warrants that it shall not (or permit others to) reverse engineer, manufacture, decompile, or create derivative works of, any Products without Seller's prior express written consent. Buyer shall not allow any third party to take possession of or to inspect, observe any operation of, or disassemble any Product or any portion of thereof, or take any photograph or recording of the Product or the operation thereof.
2. Buyer shall use reasonable care, and not less than the same care it exercises with respect to its own confidential and proprietary information, to protect the Confidential Information against unauthorized use, loss, theft or disclosure. Buyer shall not disclose or describe to any third party, directly or indirectly, under any circumstances or by any means, any Confidential Information without Seller's prior written consent. Buyer will not be in breach of this section if disclosure of Confidential Information is made pursuant to subpoena or other compulsory judicial or administrative process, provided that Buyer promptly notifies Seller of such subpoena or other compulsory process, and provides reasonable assistance, so that Seller may seek a protective order or take such other action it deems necessary to protect its interest.
3. "Confidential Information" does not include any information concerning Seller that Buyer can demonstrate by written evidence (a) is now or becomes generally known to the public by lawful means and without breach of any confidentiality obligation; (b) is disclosed by Buyer with Seller's prior written consent to unrestricted disclosure; (c) was known to and reduced to writing by Buyer without use of any Confidential Information prior to the date of this Agreement; (d) is independently developed by Buyer without use of any Confidential Information; or (e) is lawfully obtained by Buyer from a third party.           

FORCE MAJEURE

EXPORT CONTROL

TAXES AND DUTIES

GOVERNING LAW AND DISPUTE RESOLUTION

1. The validity, interpretation and performance of these terms and conditions and any purchase made hereunder shall be governed by the laws of the State of Texas, USA, without regard to Texas conflict of law principles, and specifically excluding the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
2. Buyer and Seller shall strive to settle amicably and in good faith any dispute arising in connection with a Buyer's Purchase Order or other contract. If they are unable to do so, with the exception of third party claims regarding aircraft and/or accidents that are in litigation, the Parties agree any dispute shall be resolved by binding arbitration conducted under the rules of the American Arbitration Association, as presently in force, by three arbitrators appointed in accordance with said rules. The place of arbitration shall be Minneapolis, MN. Upon resolution of the dispute, the Purchase Order shall be equitably adjusted, if necessary, to reflect such resolution as specified in the arbitration award.

TERMINATION

1. This contract may be terminated prior to shipment by written notice to the other party as follows, by either party:
• Without cause, by giving at least 90 days prior written notice of termination;
• Effective immediately upon written notice to the other party after occurrence of a material breach or default of the terms of this contract by the other party, which is not cured within 30 days after written notice by the other party;
• Effective immediately, if the other party shall become the subject of any voluntary or involuntary bankruptcy, receivership or insolvency proceeding; or
• A party makes an assignment for the benefit of creditors; and
• Effective immediately, if in the opinion of a party, there is an occurrence of any material change(s) in the ownership, management, or financial condition of the other party.

GENERAL

1. These terms and conditions constitute the entire agreement between Seller and Buyer. No modifications, changes, additions or amendment to the terms and conditions or promises, representation, or warranties that differ in any way from these terms and conditions herein shall be binding on Seller unless such modifications, changes, waivers, additions or amendments are in writing and signed by a duly authorized representative of Seller.
2. The waiver of any breach or default hereunder shall not constitute the waiver of any subsequent breach or default. In the event of any default by Buyer, Seller may decline to make further shipments. If Seller elects to continue to make shipments, such action shall not constitute a waiver of any default by Buyer or in any way affect Seller's legal remedies for such default.
3. If any term or condition hereof shall to any extent be invalid or unenforceable, the remainder of these terms and conditions shall not be affected thereby and each term and condition shall be valid and enforced to the fullest extent permitted by law.
4. Buyer shall not assign the performance obligations or any rights hereunder without the prior written consent of Seller. Subject to the foregoing, the terms and conditions shall bind and be for the benefit of the respective parties hereto and their successors and assigns.