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8. WAIVER: The failure of Seller in any one or more instances to enforce one or more of the terms or conditions of this contract, to exercise any right or privilege hereunder, or the waiver by Seller of any breach of this contract, shall not be construed as thereafter waiving any terms, conditions, rights or privileges of this contract, and the same shall continue and remain in force and effect as if no such failure to enforce had occurred.

9. FORCE MAJEURE: Seller shall not be liable for non-performance or delay in performance resulting from any governmental law or regulation, now or hereafter in effect, or for delays caused by Seller's suppliers, or caused by Acts of God, fire, flood, wind, sabotage, strikes or other labor troubles, accidents, necessary repairs to machinery, adverse weather conditions, or any cause beyond Seller's reasonable control. In the event of any of the foregoing, Seller shall have the right to allocate and reschedule production and delivery of products to Buyer as Seller, in its sole discretion, shall deem fair and practical, without liability to Seller.

10. DELIVERY: Sales and delivery of the goods provided hereunder are FOB point of manufacture unless Seller's offer or quote specifically states otherwise. Title and risk of loss shall pass to Buyer upon delivery to the carrier at the FOB point or upon arrival of the carrier at the destination or job site boundary, if the FOB point is destination or job site, respectively. If the FOB point is at the job site, unloading is Buyer's responsibility.

11. DELAY, TERMINATION, OR CANCELLATION BY BUYER: Seller shall be entitled to recover all costs, expenses, and damages suffered as a result of Buyer's cancellation, or termination of this contract, or Buyer's delay of Seller's performance under this contract. Buyer shall be liable to Seller for the greater of (i) any unpaid balance due Seller pursuant to the terms of any outstanding invoices with respect to this contract; and (ii) Seller’s actual cost of production of the goods or products to be produced by Seller pursuant to the terms of this contract through such date as Seller receives written notice of Buyer’s cancellation, plus twenty percent (20%) of the price set forth herein. For purposes of the preceding sentence, “Seller’s actual cost of production” shall mean Seller’s actual costs of labor, materials and fully burdened overhead associated with the manufacture and sale of the goods or products to Buyer. Notwithstanding any provision herein to the contrary, the remedies available to Seller pursuant to the terms of this section shall not be exclusive and, in the event of cancellation of this contract by Buyer, Seller shall have the right to elect any remedies available to Seller at law or in equity.

12. PATENTS: To the extent the items covered by this Sales Order are manufactured pursuant to designs and Specifications provided by Buyer, Buyer shall indemnify and save harmless Seller, its agents and subcontractors, from any expense, cost, loss, damage or liability for infringement of any patents with respect to such items and their process of manufacture and Buyer agrees at its own expense to defend or assist, at Seller's option, in the defense of any action in which such infringement is alleged with respect to the manufacture, sale or use of such items delivered hereunder.

13. ASSISTANCE BY SELLER: No recommendation or statement made or assistance given by Seller, its representatives, or agents, in connection with the installation, application, storage, transportation, or use of the goods or products furnished hereunder shall constitute a waiver by Seller of any of the provisions herein, or enlarge Seller's liability, as herein defined, or be deemed to provide any warranty in excess of those Seller warranties set forth hereinabove.

14. ATTORNEY FEES AND EXPENSES: If Seller is required to file suit or take other legal action to enforce any of its rights hereunder, including without limitation, proceedings to collect amounts due Seller hereunder, Buyer shall pay the reasonable attorney fees and expenses incurred by Seller.

15. SALES: All sales are final. Any return of goods shall be subject to the prior written approval of Seller.

16. SPECIFICATIONS, APPLICATION, AND USE: Buyer agrees to furnish to Seller, without cost, all necessary designs, drawings, specifications, engineering and math data, and other such information (collectively “Specifications”( for the manufacture of the goods and products as requested by Seller. Buyer shall furnish one set of (i) general specifications and drawings, and (ii) math data. All math data furnished hereunder shall be furnished in a format mutually acceptable to Buyer and Seller. Seller shall not be responsible for errors in the Specifications nor shall Seller be responsible for manufacturing to tolerances stated in error by Buyer. Buyer shall be responsible for the performance of goods or products produced to Buyer's Specifications. Buyer shall be responsible for determining the appropriate use or application of Seller's goods and products for Buyer's requirements, notwithstanding Buyer's solicitation of, or Seller's providing advice or recommendations to Buyer. Buyer waives any claim against Seller, and Seller's agents or employees, arising out of Buyer's selection, application or use of the goods and products furnished hereunder. Buyer shall indemnify and defend Seller from any claim or suit for personal injury (including death), property damage, or other liability arising out of the improper selection, improper application, or any misuse of Seller's goods and products or failure to follow Seller's application, installation, or safety instructions, or proper industry standards.

17. INTERPRETATION: The laws of the State of Ohio shall govern the interpretation and enforcement of this contract, excluding only the law of conflicts. If security interest filings are made by Seller, pursuant to the Payment paragraph hereof, the Uniform Commercial Code as enacted in the State wherein the filings are made shall govern that security interest and those filings.

18. FINAL AGREEMENT: There are no understandings or agreements between Buyer and Seller relating to this contract which are not fully expressed herein, and no change shall be made to this contract unless it is made in writing and signed by duly authorized officers of Seller and Buyer. No part of Buyer's contract(s) with Buyer's customer is included in this contract except as may be specifically and expressly incorporated in Seller's written quotation to Buyer. Buyer may not assign or otherwise delegate Buyer's obligations under this offer and any resulting contract without Seller's express written consent.