THE COLD HEADING CO.
STANDARD TERMS AND CONDITIONS OF SALE

1. Offer; Scope. These general terms and conditions apply to all proposals, acknowledgments and/or invoices submitted by The Cold Heading Co. or its affiliates (“Seller”) for
the sale of products and/or services (“Products”), to all related purchase orders, order releases and/or similar documents received by Seller for the purchase of Products, and to
all Products sold by Seller, except as otherwise specifically provided in a document issued and signed by an authorized representative of Seller. For the avoidance of doubt,
Seller’s distributors and distributor representatives are not authorized representatives of Seller and no document issued or signed by Seller’s distributors or distributor
representatives shall be binding upon Seller. SELLER’S PROPOSALS AND QUOTATIONS ARE EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO THE
ADDITIONAL OR DIFFERENT TERMS SET FORTH BELOW WHICH REPRESENT THE SOLE AND EXCLUSIVE TERMS AND CONDITIONS UPON WHICH SELLER
OFFERS TO SELL PRODUCTS TO BUYER. Seller’s proposals and quotations, including (1) these terms and conditions and (2) any documents (such as drawings or other
specifications) expressly and to the extent incorporated by reference therein, are referred to herein as the “Agreement.” The Agreement also includes any amendments made
from time to time by the parties, but these terms and conditions of sale shall not be amended, modified or rescinded, and no amendment, modification or rescission of the terms
and conditions set forth herein will be binding upon Seller, unless such amendment, modification or rescission is agreed to in writing, makes express reference to amending
these terms and conditions, and is signed by the President of Seller through Seller’s office in Michigan. Buyer’s acceptance of the Agreement is limited to acceptance of the
terms and conditions set forth herein. Any proposal for additional or different terms or any attempt by Buyer to vary in any degree any of the terms of this Agreement in Buyer’s
acceptance is hereby objected to and rejected by Seller. THE TERMS OF THIS AGREEMENT ARE EXCLUSIVE.

2. Invoicing and Pricing. Invoices may be rendered separately for each shipment (including any early shipment) made by Seller, and payment will be due net thirty (30) days
after the date of shipment, unless a different period is stated elsewhere in the Agreement. Seller’s published prices, if any, are subject to change without notice. Quoted prices
are based on current costs, including costs of purchased components and raw materials. If, at any time after the date of quotation or proposal, Seller’s costs of purchased
components or raw materials in the Products increases by any amount or if any surcharge is assessed on such purchased components or raw materials, then, in addition to the
Product price, Buyer will pay such additional purchased component or raw material cost or surcharge effective as of the date such increase or surcharge is levied upon the
Seller. Availability of raw materials and purchased components of the Products is a material condition and contingency of this Agreement. Unless otherwise expressly agreed by
Seller in writing in the Agreement, Seller has no responsibility or obligation to provide, manufacture, acquire, sell or maintain Products, or components or parts thereof, or
tooling, jigs, dies, gauges, fixtures, molds, patterns or other equipment or to maintain any type of “safety stock.” Maximum interest rate permitted by applicable law shall be
assessed for each month payment is overdue on the invoice. Buyer shall be liable for all costs of collection, suit, and reasonable attorney fees. Any tax, duty or related charge
which Seller is required to pay to or collect for a governmental authority with respect to services rendered or the sale, use or delivery of Products shall be billed to Buyer as a
separate item, in addition to the prices provided for herein, and paid by Buyer unless a valid blanket exemption certificate or signed purchase order marked “For Resale” is
furnished by Buyer to Seller. In the event Buyer requests changes to Products after the date of quotation, Seller may unilaterally increase prices to cover increased costs (plus
reasonable overhead and profit) associated with such changes. Where applicable, Seller may add to the price and Buyer agrees to pay for the price of additional Products or
portions of Products made necessary by incomplete or inaccurate information supplied by the Buyer. Buyer shall be liable for the price of all Products substantially conforming to
the Agreement, notwithstanding that Buyer may not have accepted or may have revoked acceptance of same. In no event shall Buyer be entitled to deduct, counterclaim, hold
back or set off against the price of Products, or against any other amount owing under the Agreement or otherwise, any damages, liquidated damages, liens, claims or alleged
claims arising out of the Agreement or any other transaction with Seller. Seller shall have the right to stop delivery if Buyer is in arrears with payment. Seller may demand, at any
time, assurance of Buyer’s due performance hereunder, including, without limitation, demanding that one or more deposits, letters of credit or other assurances be provided by
Buyer. Upon making such demand, Seller may suspend production, shipment and/or deliveries until Buyer has provided such assurances. If, within the period stated in such
demand, but in no event longer than 30 days, Buyer fails to give adequate assurances of due performance, Seller may, in its sole discretion and without any requirement to do
so, treat such failure or refusal as a repudiation by Buyer of the portion of the Agreement not then fully performed, whereupon Seller may cancel all further deliveries and any
amounts unpaid hereunder shall immediately become due and payable, or make shipment under reservation of a security interest and demand payment against tender of
documents of title. If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, contractors, consultants
or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer,
in each case, to the extent arising directly or indirectly from such prevention or delay.

3. Acceptance. Buyer shall accept any tender of Products which substantially conforms to the description of the Products set forth in the Agreement. Seller’s standard
acceptance procedures conducted by Seller’s representative shall be the criteria for inspection and/or acceptance, unless other specific procedures have been specified in the
Agreement. Buyer shall be deemed to have accepted drawings, specifications, technical documentation, samples, prototypes and Products unless Buyer gives Seller notice in
writing stating with specificity all defects and nonconformities upon which Buyer will rely to support its rejection within five (5) days after receipt of the item. Failure to so act shall
constitute an irrevocable acceptance of the Products by the Buyer. ALL DEFECTS AND NON-CONFORMITIES WHICH ARE NOT SO SPECIFIED ARE WAIVED. If the Buyer
rejects any tender of the Products or other items and if requested by Seller, Buyer shall return them to the Seller, pursuant to Seller’s directions. In the case of Buyer
acceptance of non-conforming Products, Buyer shall immediately notify Seller whether or not Buyer will continue to accept similarly non-conforming Products and failure to do
so shall constitute a waiver by Buyer of specification requirements for said Products. In any event, if any Products have been altered from their original state, Buyer shall be
deemed to have accepted such Products. Buyer’s acceptance of Products tendered under this Agreement shall be final and irrevocable. No attempted revocation of
acceptance shall be effective, and Buyer shall be limited to the remedies specifically provided in the Agreement. In respect of items manufactured by Seller to Buyer’s
requested, furnished, accepted or approved specifications, direction, instructions or design, Buyer shall defend and indemnify Seller, its affiliates, its successors and assigns,
and its and their officers, directors, employees, contractors, representatives and agents (collectively, “Seller Parties”) against, and hold them harmless from, any and all claims,
losses or expenses (including attorney fees) arising or alleged to arise, in whole or in part, from the manufacture, sale or use of the Products, including, but not limited to,
infringement, products liability and other alleged torts. Seller may charge Buyer a restocking charge equal to twenty-five percent (25%) of the invoice price of returned Products.
Returned Products must be returned to Seller in the original packaging and Buyer must first obtain a written consent from Seller to return the Products. Seller may offset the
restocking charge against any amounts Seller owes to Buyer.
It is expressly understood that any technical advice furnished by Seller with respect to the production or use of its Products is given without charge, and Seller assumes no
obligation or liability for the advice given or results obtained, all such advice being given or accepted at Buyer’s risk. Seller is not an engineering firm. Any issues, concerns,
specifications or requirements for Buyer’s use of the Products is beyond Seller’s knowledge and Buyer agrees no reliance is given to any suggestion or advice given by Seller.
Buyer represents that it has consulted with or had an opportunity to consult with engineers and any such other expert or specialist and has satisfied itself that the specifications
required for the Products ordered are satisfactory for its use. Seller has not been provided with and has made no advice, recommendations or representation that the Products
specified are adequate for the purpose Buyer intends.

4. Delivery and Returns. The Agreement shall be a shipment contract, and the Products shall be delivered EXW (Incoterms 2000) Seller’s designated facility, unless otherwise
provided in the Agreement. Whether or not Seller prepays shipping charges, title to Products delivered hereunder and risk of loss thereon shall pass to Buyer on the earliest of
(i) the date of payment by Buyer for such Products and (ii) when Seller or its agent delivers such Products to a common carrier or licensed trucker consigned to Buyer or its
agent, but such shipment shall remain subject to Seller’s rights of stoppage in transit, rights of reclamation and other legal rights of Seller. Seller’s breach of the Agreement shall
not affect the passing of the risk of loss to Buyer notwithstanding any provision of law to the contrary. Whether or not title has passed to Buyer, all risk of loss or damage to the
Products or to materials, supplies, equipment or scaffolds shall rest solely on Buyer, including loss or damage due to vandalism or theft, upon the date of delivery of such
materials to Buyer. Seller may elect to deliver the Products in installments, with each installment being considered a separate sale and invoiced as such.

When a shipping/delivery date is specified by Seller, that date reflects Seller’s estimate for the probable time required for completion of Buyer’s order, based on Seller’s then-
current workload, raw material and labor availability, engineering and manufacturing capacity and scheduling. All shipping dates are approximate and shall be computed from

the date of entry of the order on Seller’s books. All shipping/delivery dates are further subject to Seller’s prompt receipt from Buyer of all drawings, information and approvals
necessary to provide the Products and satisfaction of any other conditions under the Agreement. Seller shall not incur liability of any kind whatsoever for failure to ship on any
particular date. Buyer shall pay all handling and other charges incidental to transportation of the Products.
If shipment of any Products or other performance by Seller is delayed at the request of or due to the fault of the Buyer, the Seller may at its option hold the Products at the place
of manufacture at the risk and expense of the Buyer from the time the Products are ready for shipment. In the event of any such delay to shipment, full and final payment for an
item shall be due and payable thirty (30) days after the Buyer is notified that the item is ready for shipment and an invoice issued for such Products. If the Seller is unwilling to
accommodate the Buyer by holding such item, then Buyer agrees to accept shipment immediately. Delivery rescheduled at Buyer’s request, if agreed to by Seller, is subject to
an additional charge of 2% of the selling price if rescheduled within ten (10) days immediately preceding the then-current scheduled delivery date, which will be invoiced at the
time of shipment.
If Buyer fails, with or without cause, to furnish Seller with instructions for, or refuses to accept deliveries of, any of the Products sold under the Agreement, or is otherwise in
default under or repudiates all or any part of the Agreement or any other agreement with Seller, or advises Seller that it will default in the performance of any of its obligations, or
fails to pay when due any invoice under the Agreement or any other agreement with Seller, or if any action is started by or against Buyer seeking the appointment of a trustee or
receiver or the entry of an order for debtor’s relief for Buyer, then, in addition to any and all remedies allowed by law, Seller may, without notice: (1) bill and declare due and
payable amounts for all undelivered Products, work in process and raw material under the Agreement and/or any other agreement between Seller and Buyer, (2) cease
performance of its obligations and defer shipment under the Agreement and/or any other agreement between Buyer and Seller until such default, breach or repudiation is
resolved to Seller’s satisfaction, in its sole discretion, (3) cancel any undelivered portions of the Products and/or any other agreement with Buyer in whole or in part, and/or (4)

recover Products in transit or delivered, retrieve delivered Products, repossess all Products which may be stored by Seller for Buyer’s account and otherwise enforce its
remedies for Buyer’s default. Buyer shall remain liable for all damages suffered or incurred by Seller in any such circumstances, including, without limitation, for work in process
and raw material. Seller shall be awarded incidental damages and damages in an amount equal to reasonable profits and costs such as actual reasonable attorney fees in any
proceeding to enforce its remedies in which it obtains relief for damages or injunctive relief. All rights granted to Seller in the Agreement and by law are cumulative, provided
Seller shall be entitled to only a single full recovery.
No return from Buyer of product will be accepted without Buyer first obtaining a Return Material Authorization (RMA) issued by Seller. Notwithstanding the foregoing or any
provision to the contrary in the Agreement, Seller shall not be liable for any non-delivery of Products (even if caused by Seller’s negligence) unless Buyer gives written notice to
Seller of the non-delivery within five (5) days of the date when the Products would in the ordinary course of events have been received. Any liability of Seller for non-delivery of
the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

5. Limited Express Warranty. Seller warrants to Buyer only, subject to the limitations and disclaimers of this Agreement, that the Products covered hereby shall be free from
defects in workmanship and materials and shall substantially conform to the material specifications identified in Seller’s order acknowledgment and agreed to in writing by Seller
when delivered to Buyer in accordance herewith. Products which are supplied by other vendors and which are resold by Seller hereunder without alteration or change shall only
have (1) the warranty furnished by said vendor, which, to the extent Seller is permitted by the vendor to do so in the applicable purchase documentation, Seller passes on to
Buyer, and (2) Seller’s warranty that the Products are furnished free and clear of any liens of third parties created by Seller. Seller retains the right to change the dimensions,
composition, design, performance, color and appearance of the Products without liability if, in its judgment, the change is immaterial. The foregoing warranty is conditioned
upon (i) installation, maintenance and normal use in conformity with instructions furnished by Seller from time to time, if any, and (ii) the Products not having been subjected to
misuse, neglect, or accident, or to alteration, improper assembly or installation, modification, repair, improper testing, handling, use or soldering in any respect which, in the
judgment of Seller, adversely affects the condition or operation of the Products. The foregoing warranty shall not cover defects arising from designs which do not adhere to
accepted industry design rules or artwork, either received by or generated by Seller, which are found to be incorrect due to incompleteness, incorrect revision level, ambiguity,
or any other reason. Seller shall not be liable for any value added such as component costs, assembly, or test. Seller’s sole obligation to Buyer hereunder, and the sole and
exclusive remedy of Buyer, for breach of warranty shall be, at Seller’s discretion, to replace the nonconforming product or issue Buyer credit for the purchase price of the
nonconforming Product, where within thirty (30) days from delivery of the applicable Product to Buyer: 1) Seller has received written notice of any nonconformity, and 2) after
Seller’s written authorization to do so Buyer has returned the nonconforming Product to Seller, freight prepaid, and 3) Seller has determined that the Product is nonconforming
and that such nonconformity is not a result of misuse, mishandling, neglect, accident, improper assembly, modifications, soldering, or other misuse by Buyer and is not
otherwise in violation of any of the conditions described herein.

6. Express Warranties Relating to Patents, Other Intellectual Property Rights. Seller will indemnify Buyer only against and defend all suits and pay all damages and costs
finally adjudicated against Buyer for infringement of United States patents by Products purchased under the Agreement; provided that Buyer will promptly notify Seller in writing
of any claim asserted and suit or action brought against Buyer alleging that the Products purchased under this Agreement infringe one or more United States patents, and
provide Seller with assistance and information requested by Seller for its defense, and provided that the indemnity of Seller hereunder shall not extend to (1) Products which are
supplied by other vendors and which are resold by Seller hereunder without alteration or change and which shall only have the warranty furnished by said vendor (which, to the
extent Seller is permitted by the vendor to do so in the applicable purchase documentation, Seller passes on to Buyer), and (2) claims, suits or actions for infringement based
upon modification of the Products, the use of any Products in combination with apparatuses, circuits or devices not furnished by Seller or upon the use of any such combination,
or based upon the application or use to which such Products are put, including any application or process performed or facilitated by such Products (“Excluded Claims”). Seller
shall defend with its counsel or other counsel of its choice and shall have the sole right, without consultation with Buyer, to take all action Seller deems appropriate to prosecute
or settle claims that are subject to Seller’s indemnity obligations under this Section. Buyer shall not be entitled to indemnification or contribution from Seller with respect to any
Excluded Claims, and Buyer will indemnify Seller Parties against and defend all suits and pay all damages and costs awarded against any Seller Party arising out of any such
Excluded Claims. In addition, Buyer will indemnify Seller Parties against and defend all suits and pay all damages and costs awarded against any Seller Party with respect to
claims of infringement for Products manufactured wholly or partially to Buyer’s design, direction, instructions or specifications. Notwithstanding the foregoing, Seller shall have
the right, in its sole discretion and at its expense, either to (a) procure for Buyer the right to continue using Products that are subject to Seller’s indemnity obligations under this
Section, (b) replace such Products with non-infringing products and services of at least equal function and quality, (c) modify such Products so that they become non-infringing,
or (d) request the return of such Products and refund the purchase price less an allowance for depreciation and shipping costs thereof. THE FOREGOING EXPRESSES THE
ENTIRE OBLIGATION AND LIABILITY OF SELLER WITH RESPECT TO PATENT INFRINGEMENT BY PRODUCTS.

7. Limitation of Warranty; Limitation of Liability; Remedies; Indemnification. THE FOREGOING LIMITED WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE
MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE AND NONINFRINGEMENT. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY OTHER
PERSON TO ASSUME FOR SELLER ANY OTHER WARRANTY OR LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION OR USE OF PRODUCTS AND SELLER
MAKES NO WARRANTY WHATSOEVER FOR PRODUCTS NOT MANUFACTURED BY SELLER. SELLER SHALL NOT BE LIABLE FOR DAMAGES DUE TO DELAYS IN
DELIVERIES OR USE. NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT
SHALL SELLER BE RESPONSIBLE OR LIABLE TO BUYER, TO BUYER’S CUSTOMERS, OR TO ANY OTHER PERSON OR ENTITY, FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT, SPECIAL, CONTINGENT OR PUNITIVE DAMAGES OF ANY KIND, WHETHER ARISING FROM CONTRACT (FOR EXAMPLE, IN
CONNECTION WITH ANY BREACH OF WARRANTY OR OTHER BREACH OF SELLER’S OBLIGATIONS UNDER THIS AGREEMENT), TORT OR NEGLIGENCE, OR FOR
LOSS OF PROFITS, REVENUE OR GOODWILL OR OVERHEAD OR LIKE DAMAGES, AND SELLER’S AGGREGATE LIABILITY FOR ANY DAMAGES OR CLAIMS
ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY PRODUCTS SUPPLIED OR TO BE SUPPLIED UNDER THIS AGREEMENT SHALL IN NO
EVENT EXCEED THE AMOUNT BUYER PAID FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR DAMAGES DURING THE SIX (6) MONTHS IMMEDIATELY
PRECEDING THE APPLICABLE CLAIM OR DAMAGES. Buyer waives any causes of action or theories of liability including, but not limited to, those arising under contract, tort,
strict liability, product liability, statutes or otherwise, except as specifically provided by the UCC as modified and limited herein. Buyer further waives any right of implied
contractual or common law indemnity against Seller for any claim, including, but not limited to, liability for claims for damages to person or property arising out of the use of
Products sold to Buyer under this Agreement. All descriptions, shipping specifications and illustrations of Products in catalogues, brochures and price lists otherwise provided by
Seller and not expressly and specifically incorporated in the Agreement were and are for general guidance only, and the Seller is not responsible for any errors or omissions
therein or for any loss or damage resulting from reliance thereon.
Buyer shall indemnify, defend and hold harmless Seller Parties from and against any and all third party claims, damages and expenses (including reasonable attorney fees)
under theories of tort, product liability, negligence (ordinary or gross), warranty, contract, statute or otherwise arising out of the use, storage, sale, processing or other disposition
of the Products, supplies or materials used in connection with the Products or parts manufactured with the Products if (1) the action or inaction of Buyer or its employees,
customers or agents, or Buyer’s design, direction, instructions or specifications, were a material or proximate cause of injuries or damages giving rise to claims against Seller,
and/or (2) the claim asserted is inconsistent with the limitation of warranties, limitation of liability, and/or limitation of remedies provisions set forth in this Agreement. Any
proceeding by the Buyer arising from or in connection with these general terms and conditions and the transactions contemplated herein cannot be filed or maintained unless it
is commenced within one (1) year of the receipt of the Products to which such claim relates.

8. Cancellation by Buyer. If Buyer cancels shipment of any purchase order or a portion of any purchase order or reschedules without prior agreement by Seller, any purchase
order or a portion of any purchase order, 100% of the invoice charges shall apply and be assessed against Buyer unless otherwise agreed to in writing by an authorized officer
of Seller.

9. Proprietary Information. Unless otherwise agreed, Buyer acknowledges that any information disclosed to Seller is subject only to Buyer’s patent rights, without any other
restrictions on Seller’s use, including reproduction, modification, disclosure or distribution of the information. Buyer agrees not to label any such information with a notice
asserting that the information is proprietary or confidential to Buyer. In addition, Buyer agrees not to assert any claim (other than a claim for patent infringement) against Seller,
Seller Parties, Seller’s customers, or their respective suppliers, with respect to any information that Buyer has disclosed or may disclose to Seller in connection with the
Products.
Buyer shall consider and treat all Information (as defined below) as confidential and shall not disclose any Information to any other person, or use any Information itself for any
purpose other than pursuant to and as required by this Agreement, without Seller’s prior written consent. Seller retains all rights with respect to the Information, and Buyer shall
not acquire, nor attempt to obtain, any patent, trademark, copyright, license or other rights in respect of the Information. Buyer shall not allow any Information to be reproduced,
communicated or in any way used, in whole or in part, in connection with services or goods furnished to others, without Seller’s prior written consent. For the purposes of this
Agreement, “Information” means all drawings, reproductions, specifications, designs, engineering instructions, photographs, reproducible copy, parts lists, plans, reports,
working papers, computations and other information and materials furnished by Seller and shall include all terms and conditions and any other information relating to this
Agreement. Any invention, data, materials, intellectual property, proprietary rights and other information, whether patentable or not, developed by Seller prior to, independently
of or in the performance of the Agreement shall remain the property of Seller, and, except as expressly provided in this Agreement, nothing in this Agreement shall grant or be
deemed to grant to Buyer, by implication, estoppel or otherwise, any other rights in such inventions, data, materials and other information. Seller shall be under no obligation to
refrain from using in its business any of Seller’s proprietary inventions, information, data or materials disclosed to Buyer under this Agreement.

10. Force Majeure. Neither party to this Agreement shall be responsible or liable to the other party or to any third party for any damages of any kind, including, without
limitation, incidental and consequential damages, arising out of, nonperformance or delay in performance of or in accordance with the terms and conditions herein due to acts of
God, wars, riots, strikes, unavailability of suitable and sufficient labor, materials, capacity or technical or yield failures and any unforeseen event or event beyond its control. The
anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision. Seller shall be entitled to an
extension of time for commercially reasonable delays.

11. Cancellation for Default. Any order may be canceled in whole or in part due to Seller’s failure to deliver product in accordance with these terms and conditions, provided
that such default shall be effective only upon Seller’s failure to correct it within a reasonable period of time, but in no case in less than ten (10) days.

12. Assignment. Buyer shall not assign this Agreement or any interest therein or any rights thereunder without the prior written consent of Seller, and any purported assignment
without such consent shall be void.

13. Purchase Orders. Orders submitted in any Buyer’s purchase order or other writing (whether or not it contains terms or conditions modifying, adding to, repugnant to, or
inconsistent with the terms and conditions of the Agreement), may be accepted, approved, or filled by Seller, but any resulting contract and the liabilities and obligations of Seller
shall be determined solely by the Agreement, and (unless Seller otherwise advises Buyer in writing signed by an Authorized Representative of Seller) notice is hereby given that
Seller objects to any such terms and conditions in Buyer’s purchase order or other writing. Seller shall not be deemed to have in any way enlarged or modified its liabilities or
obligations under the Agreement by filling such purchase orders or by failing to further object to Buyer’s terms or conditions.

14. Samples. The Agreement covers the Products provided as samples, whether or not provided without charge, except that they are provided with all faults and that all
warranties provided in the Agreement are disclaimed. Samples are provided only for evaluation by Buyer as examples of the type of Products available from Seller, and not as a
representation that the quality or specifications of Products which may be supplied under a separate Agreement for the sale of Products will be similar or as high. Samples may
not be used in production or final assembly and must be returned to Seller upon Seller’s request if they were provided without charge.

15. General. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understanding between them relating to the subject
matter hereunder and no modifications of this Agreement shall be binding on either party unless it is in writing and signed by both parties. This Agreement prevails over any of
Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not
constitute acceptance of any of Buyer’s terms and conditions and dos not serve to modify or amend this Agreement. Buyer shall comply with all applicable laws, regulations and
ordinances with respect to the Products and/or the receipt and use thereof, including those governing exports. No waiver of any provision of this Agreement shall be effective
unless made in writing. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or of any other provision of
this Agreement. Buyer and Seller agree that this Agreement is made and entered into in the State of Michigan, and shall be governed by, subject to, and construed in
accordance with the laws of the State of Michigan. Buyer and Seller consent to the exclusive jurisdiction of the state or federal courts located in Michigan to resolve any claim or
controversy arising from or in any manner related to the transactions documented in this Agreement. The United Nations Convention on Contracts for the International Sale of
Goods is hereby excluded and shall have no effect on the Agreement. Section headings are for convenience only and shall not be considered in the interpretation of this
Agreement. The provisions of this Agreement are severable and if any one or more such provisions are judicially determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions or portions of this Agreement shall nevertheless be binding on and be enforceable by and between the parties.

(7/20/17)
BLOOMFIELD 35625-3 1589651v2