1. Except as otherwise agreed in a writing signed by Buyer and Aero Fasteners, the applicable Aero Fasteners sales order acknowledgement, together with these terms and conditions constitute the entire agreement between Aero Fasteners and Buyer relating to the sale of such goods by Aero Fasteners. Terms or conditions contained in any document issued by Buyer that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained herein shall be deemed excluded from such Buyer document and waived by Buyer. Aero Fasteners and Buyer expressly agree that Aero Fasteners may modify these terms and conditions from time to time, and such modifications shall be binding upon Buyer.

2. The purchase price of the goods shall be as stated on the face of the applicable Aero Fasteners sales order acknowledgement; provided, however, that if Aero Fasteners announces a general price increase, the purchase price shall be revised to include such price increase. Aero Fasteners may in its sole discretion add a surcharge to the price of goods predicated upon increases in the cost of raw materials or energy. Such surcharge may be adjusted by Aero Fasteners periodically to reflect a change in such costs.

3. Buyer cannot modify, cancel, or otherwise alter orders without Aero Fasteners’ written consent. Any such cancellation, modification, or alteration shall be subject to conditions as negotiated at such time, which shall include protection of Aero Fasteners against loss.

4. All deliveries are EXW Aero Fasteners shipping facility. If shipped freight prepaid, the charge for freight will be added to the invoice. Neither freight charges nor tax is subject to any discount. Title and risk of loss pass upon delivery. Risk of loss or damage in transit shall be borne by Buyer, and claims shall be made directly with carrier. Buyer may pick up the goods at Aero Fasteners’ shipping facility provided Buyer does so within 7 days after the date Buyer is notified of the availability of goods. Aero Fasteners reserves the right to ship without further notification at any time after the 7-day period. Buyer shall indemnify and hold harmless Aero Fasteners from and against any claims, damages or liabilities suffered by Aero Fasteners resulting from any acts or omissions of carrier.

5. Delivery dates are approximate. Aero Fasteners shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; Aero Fasteners’ inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in transportation; repairs to equipment; fires; or accidents. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or delays in delivery or performance.

6. SUBJECT TO STANDARD MANUFACTURING VARIATIONS, AERO FASTENERS WARRANTS THAT THE GOODS FURNISHED HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE AERO FASTENERS SALES ORDER ACKNOWLEDGEMENT. AERO FASTENERS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. No claim for damages for goods that do not conform to specifications will be allowed unless Aero Fasteners is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed shall not be returned, repaired, or discarded without Aero Fasteners’ written consent. BUYER'S EXCLUSIVE REMEDY AGAINST AERO FASTENERS, AND AERO FASTENERS’ SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO AERO FASTENERS’ REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT AERO FASTENERS’ OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL AERO FASTENERS HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS IN QUESTION, NOR SHALL AERO FASTENERS HAVE ANY LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

8. Aero Fasteners may, at its sole discretion, assign any Aero Fasteners credit manager to Buyer’s account. All credit information supplied to Aero Fasteners will be available for use by any Aero Fasteners affiliate and or subsidiary for the purpose of determining credit worthiness. If, in Aero Fasteners’ opinion, Buyer’s credit becomes impaired, Aero Fasteners may suspend performance until such time as Aero Fasteners has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to Buyer's credit for future deliveries. If Aero Fasteners suspends performance and later proceeds with such order, Aero Fasteners shall be entitled to such extension of time for performance as is necessitated by the suspension.

9. All taxes of any kind levied by any state, municipal or other governmental authority, which tax Aero Fasteners is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse Aero Fasteners for any such payments made by Aero Fasteners.

10. Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by Aero Fasteners against any amount owing by Buyer with full reservation of all of Aero Fasteners’ rights, without an accord and satisfaction of Buyer's liability.

11. In the event Buyer fails to make payment to Aero Fasteners, or any affiliate of Aero Fasteners, of any amounts due and owing to Aero Fasteners or such affiliate (including any applicable surcharge or freight charge), Aero Fasteners shall have the right to terminate any Buyer order or any unfulfilled portion thereof, and Aero Fasteners or any affiliate thereof may terminate any other agreement between Aero Fasteners or such affiliate and Buyer. Aero Fasteners may charge interest on the outstanding balance at an annual rate of 18% or the highest rate allowed by law (whichever is less). Aero Fasteners shall have the right to employ an attorney to collect the balance due, and Buyer agrees to pay all collection costs incurred by Aero Fasteners, including its reasonable attorneys’ fees.

12. This agreement shall be governed by the laws of the state in which Aero Fasteners’ shipping facility is located. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and courts of that state for any litigation which may arise out of or be related to this agreement. Buyer waives any objection to venue of any such action.

13. Aero Fasteners reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of Aero Fasteners. All rights and remedies granted herein are in addition to all remedies available at law or in equity.