Terms of Sale

Last Revised:04/25/2015

I. FIREHAWK STANDARD TERMS AND CONDITIONS

A. SALES POLICY FOR PRODUCTS

1. Wholesale Only

Firehawk Products & Services, Inc. ("Firehawk") sells its complete offering wholesale to

business customers, while also serving individuals.

2. Prices

Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are

subject to correction or change without notice. Market sensitive commodity products will be

priced according to current market conditions. Customer should contact the local Firehawk

branch or check online at www.firehawksdv.com for current pricing. Export orders may be

subject to other special pricing. Firehawk reserves the right to accept or reject any order.

3. Sales Tax

Customer is responsible for payment of all applicable state and local taxes, or for providing a

valid sales tax exemption certificate. When placing an order, customer shall indicate which

products are tax exempt.

4. Payment and Credit Terms

Firehawk accepts cash, checks, money orders, Visa, MasterCard, and American Express. For

customers with established Firehawk credit, payment terms are net thirty (30) days from the date

of shipment or pick-up of products. All credit extended by Firehawk and the limits of such credit,

is at Firehawk’s sole discretion, and may be reduced or revoked by Firehawk at any time, for any

reason. As a condition for the continued extension of credit, customer agrees to provide

Firehawk with current credit information and the latest annual financial statement within five (5)

business days following request by Firehawk. Firehawk reserves the right to charge a

convenience fee for late payments. Firehawk further reserves the right to charge customer a late

payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month

or portion thereof that the amount due remains unpaid, or such amount as may be permitted

under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject

to special export payment terms and conditions identified in Section III. All payments must be

made in U.S. dollars. Firehawk has the right of set-off and deduction for any sums owed by the

customer to Firehawk.

If the customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to

comply with Firehawk’s credit terms, or fails to supply adequate assurance of full performance

to Firehawk within a reasonable time after requested by Firehawk (such time as specified in

Firehawk's request), Firehawk may defer shipments until such payment or compliance is made,

require cash in advance for any further shipments, demand immediate payment of all amounts

then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any

and all other associated costs of collection), and/or may, at its option, cancel all or any part of an

unshipped order.

Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to Firehawk

proper authorization necessary for Firehawk to request any financial information from third

parties.

Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees

payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates.

Each of customer’s subsidiaries and affiliates purchasing from Firehawk are jointly and severally

liable for purchases with customer, and customer is also acting as agent for such subsidiaries and

affiliates.

5. Security Interest

Customer hereby grants to Firehawk a first priority purchase money security interest and/or

chattel mortgage in the products and any accounts receivable or cash from resale thereof until

full payment is made to Firehawk. Customer agrees to file, and it permits and authorizes

Firehawk to file, any financing statements or other appropriate documents with its governmental

authorities to perfect the validity, priority, and enforceability of Firehawk’s lien or security

interest.

6. Credit Balance

Customer agrees that any credit balance(s) issued by Firehawk will be applied to customer’s

account within one (1) year of its issuance.

B. FREIGHT POLICY

Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Firehawk

charges a shipping and handling fee, (which includes internal handling and related costs), on

each order which is applied at time of order and reflected on customer's invoice. Receipts for

shipping and handling charges will not be furnished. Firehawk covers shipping and handling for

standard ground delivery for orders over US $1500 before tax and freight (including any

backorders). COD shipments are not permitted. Other terms and conditions may apply for other

than standard ground delivery ("Other Freight Services"), including without limitation, expedited

same day delivery, air freight, freight collect, export orders, hazardous materials, customer's

carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any

charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be

applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the

product is damaged in transit, customer's only recourse is to file a claim with the carrier.

C. PRODUCT WARRANTY POLICY

1. SATISFACTION GUARANTEE TO ALL CUSTOMERS

Customer should contact Firehawk if not satisfied with a product for any reason. Firehawk will

promptly provide an exchange or refund if the product is returned within 30 days of delivery, in

its original packaging and with proof of purchase from Firehawk.

2. LIMITED WARRANTY FOR BUSINESSES.

A. ALL PRODUCTS SOLD ARE WARRANTED BY FIREHAWK ONLY TO CUSTOMERS

FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL

EQUIPMENT MANUFACTURE.

B. FIREHAWK WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND

WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE

DATE OF PURCHASE FROM FIREHAWK, UNLESS OTHERWISE STATED. PROVIDED

THAT FIREHAWK ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED

WARRANTY PERIOD, FIREHAWK MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE;

OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN

THE PRODUCT TO THE APPROPRIATE FIREHAWK BRANCH OR AUTHORIZED

SERVICE LOCATION, AS DESIGNATED BY FIREHAWK, SHIPPING COSTS PREPAID.

FIREHAWK'S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY

CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE

REMEDY.

3. WARRANTY DISCLAIMER.AND LIMITATIONS OF LIABILITY TO ALL

CUSTOMERS.

EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR

AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR

AUTHORIZED BY FIREHAWK. FIREHAWK DISCLAIMS ANY EXPRESS OR IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR

NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. FIREHAWK ALSO

DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE,

IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT

MODIFICATION, MISREPAIR OR MISAPPLICATION. FIREHAWK EXPRESSLY

DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL,

EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE.

FIREHAWK'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE

PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

4. Warranty Product Return.

Before returning any product, customer shall: (i) write or call the local Firehawk branch from

which the product was purchased; (ii) in the case of an internet order, contact Firehawk by

logging on to www.firehawksdv.com, clicking on the “Contact Us" link at the bottom of the

page, then clicking on the “Email us” link and provide the date, the original invoice number, the

stock number, and a description of the defect; or (iii) call Customer Care at 1-800-569-5102, and

provide the date, the original invoice number, the stock number, and a description of the defect.

Proof of purchase is required in all cases.

5. Manufacturer’s Warranty.

For information on a specific manufacturer's warranty, please contact the local Firehawk branch

or call Customer Care at 1-800-569-5102.

6. Product Compliance and Suitability.

Jurisdictions have varying laws, codes and regulations governing construction, installation,

and/or use of products for a particular purpose. Certain products may not be available for sale in

all areas. Firehawk does not guarantee compliance or suitability of the products it sells with any

laws, codes or regulations, nor does Firehawk accept responsibility for construction, installation

and/or use of a product. It is customer's responsibility to review the product application and all

applicable laws, codes and regulations for each relevant jurisdiction to be sure that the

construction, installation, and/or use involving the products are compliant.

7. Cross-Reference Information.

Product cross-reference comparisons or product alternatives that are presented do not imply that

products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR

PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS

FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-

referenced product or product alternative specifications prior to purchase and use to determine

suitability of the product for customer's intended use.

D.PRODUCT INFORMATION

1. Catalog/Website Information.

Firehawk is a distributor of products and information about the products in the Firehawk catalog

or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs

and websites are for illustrative purposes only. Possession of, or access to, any Firehawk catalog,

literature or websites does not constitute the right to purchase products. Firehawk reserves the

right to revise publishing errors in its catalogs or any of its websites. Despite our efforts,

occasional pricing errors may occur in the Firehawk catalogs and websites. Firehawk reserves

the right to cancel any and all orders resulting from such pricing errors, even if customer has

received an order confirmation from Firehawk.

2. Product Substitution.

Products and/or country of origin may be substituted and may not be identical to descriptions

and/or images published in the catalog or on the website.

3. Material Safety Data Sheets.

Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are supplied by

the manufacturers and/or suppliers. FIREHAWK MAKES NO WARRANTIES AND

EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH

RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF

THE INFORMATION IN ANY MSDS. CUSTOMER END USER IS SOLELY

RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND

FOR USE OR APPLICATION OF ANY PRODUCT. Send MSDS requests to Firehawk, PO

Box 5896, Oak Ridge, TN 37831, or log on to www.firehawksdv.com and click on “View the

Safety Data Sheet” (MSDS) or call 1-800-569-5102.

4. California Proposition 65.

The State of California requires that certain warnings be given concerning products which

contain chemicals subject to Proposition 65. A complete list of Proposition 65 regulated

chemicals is available at www.oehha.ca.gov. For identification of products which contain a

chemical subject to Proposition 65, go to www.firehawksdv.com. Applicable Proposition 65

warning(s), (see below) are provided directly on the www.firehawksdv.com product page and

upon product purchase. Warning: This product contains a chemical known to the State of

California to cause cancer.

Warning: This product contains a chemical known to the State of California to cause birth

defects or other reproductive harm.

5. Purchasers of Products used with or for Potable Water .

The federal Safe Drinking Water Act (42 U.S.C. 300g-6) and regulations in CA, LA, MD, and

VT prohibit plumbing products (including but not limited to pipes, pipe fittings, solder, flux,

plumbing fitting, etc.) used to convey water for human consumption that are not “lead free” as

defined by the regulations. In order to determine your particular state’s standards applicable to

the products you purchase for use in or for potable water applications, direct your inquiries to the

appropriate regulatory agency in your state. In order to determine the federal standards

applicable to the products you purchase for use in or for potable water applications, visit

http://water.epa.gov/drink/info/lead/index.cfm. For identification of products impacted by these

regulations, go to www.firehawksdv.com.

6. Important Notice to Federal Customers Re: Country of Origin.

While products listed on GSA Advantage!® meet the requirements of the Trade Agreements Act

(“TAA”), as implemented by Federal Acquisition Regulations Part 25, other products sold by

Firehawk may not meet the requirements. At the time of purchase, Firehawk will advise properly

identified and authorized schedule customers if a product is “TAA-compliant.” Any federal

customer purchasing a non-TAA item will be making an “open market” purchase that is not

covered by any contract. Federal customers are advised that the open market purchases are NOT

GSA schedule purchases. By purchasing any product on the open market, the federal customer

represents that it has authority to make such purchase and has complied with all applicable

procurement regulations.

7. Refrigerant Customers.

In accordance with the Clean Air Act of 1990, as amended, sale of Class 1 (“CFC”) and Class 2

(“HCFC”) refrigerant will be restricted to resale purchases and/or to certified professional

service technicians. To purchase regulated refrigerant products, all customers must present a

certification card or sign a statement of resale to complete the purchase.

E. GENERAL TERMS

1. Electronic Data Interchange.

If Firehawk and customer mutually agree to use an Electronic Data Interchange (“EDI”) system

to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any

contract of sale resulting from an EDI transaction under the provisions of any law relating to

whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the

admissibility of copies of EDI records under the business records exception to the hearsay rule,

the best evidence rule or any other similar rule, on the basis that such records were not originated

or maintained in documentary form. Firehawk and customer will negotiate and agree on

technical standards and methods to use in making EDI purchases, and will use reasonable

security procedures to protect EDI records from improper access. In the event of a conflict, the

business records maintained by Firehawk regarding EDI purchases made by customer shall be

deemed to be conclusive.

2. Third Party Payment Provider.

If customer elects to use a third party payment system provider (“Third Party Provider”) and

Firehawk is charged fees by the Third Party Provider, Firehawk reserves the right to seek

reimbursement from customer for any and all costs paid to the Third Party Provider for the

transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.

3. Intellectual Property.

Customer shall have no right, title, or interest in the trade names, trademarks, trade dress,

copyrights, patents, domain names, product names, catalogs or any other intellectual property

rights (“IP”) reserved by Firehawk, or any IP owned by manufacturers and/or suppliers to

Firehawk. All materials contained in Firehawk catalogs or on its web sites are subject to the

ownership rights of Firehawk and its manufacturers and/or suppliers. Customer shall have no

right to copy or use any IP of Firehawk or its manufacturers and/or suppliers without Firehawk's

permission.

4. Independent Contractors.

Firehawk and customer are independent contractors and not principal and agent. Nothing

contained in these terms and conditions shall be construed to create a partnership, dealership,

reseller, agency, employment or joint venture relationship. Customer does not have the right to

bind or otherwise obligate Firehawk in any manner, nor may customer represent to anyone that it

has the right to do so.

5. Sourced Product.

Firehawk may procure product not available through Firehawk catalogs or available on

www.firehawksdv.com for a customer from other sources (“Sourced Product(s)”). Sourced

Product is priced according to current market conditions on a per order basis, and is shipped

F.O.B. origin with freight and handling fee paid by Firehawk and charged to customer. Sourced

Product may not be returned without a return goods authorization issued by Firehawk. Firehawk,

at its sole discretion, may withhold the issuance of such authorization. A restocking fee may

apply for any returned Sourced Product. FIREHAWK'S LIMITED WARRANTY TERMS

INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED

PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER

AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE

REMEDY.

6. Custom Product.

Firehawk may offer products manufactured or assembled to customers specifications (“Custom

Product(s)”). Firehawk is not responsible for verifying or confirming the accuracy of

specifications provided by customer to Firehawk for Custom Products. FIREHAWK'S LIMITED

WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT

APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE

MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE

CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED

UNDER SECTION I.C.3 ABOVE. All Custom Products are sold on a “FINAL SALE” basis

only, and no cancellations, returns, refunds or credits are allowed.

7. Cancellation.

All product order cancellations, if not prohibited above, must be approved by Firehawk, and may

be denied or subject to restocking fees and other charges.

8. Product Return by Business Customers.

Product returns by business customers, if not prohibited above, must be made within one (1) year

from date of purchase, unless otherwise indicated. Firehawk does not take title to returned

products until the item is received by Firehawk at the applicable return location. Returned

product must be in original packaging, unused, undamaged, and in saleable condition. Proof of

purchase is required in all cases. Product returns may be denied or made subject to restocking

fees and other charges by Firehawk.

9. Materials of Trade.

Customer represents that if it is purchasing products as its “materials of trade,” as defined in the

Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the

products shall be used in direct support of customer’s business, such business does not concern

transportation, and such products shall not be resold or transported in a vehicle other than one

owned by customer.

10. Force Majeure.

Firehawk shall not be liable for any delay in, or impairment of, performance resulting in whole

or in part from any force majeure event, including but not limited to acts of God, labor

disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or

controls, insurrections, epidemics, quarantines, shortages, communication or power failures,

fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses,

inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or

any other circumstance or cause beyond the reasonable control of Firehawk in the conduct of its

business.

11. Assignment.

Customer shall not assign any order, or any interest therein, without the prior written consent of

Firehawk. Any actual or attempted assignment without Firehawk's prior written consent shall

entitle Firehawk to cancel such order upon notice to customer.

12. No Third Party Benefit.

The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights,

benefits or claims upon any person or entity not a party hereto. 14. Waiver, Choice of Law and

Venue.

13. Waiver, Choice of Law and Venue.

The failure of either party to assert a right hereunder or to insist upon compliance with any term

or condition will not constitute a waiver of that right or excuse any subsequent non-performance

of any such term or condition by the other party. All transactions shall be governed by the laws

of the State of Tennessee, excluding its conflict of law rules, and venue shall either be in the state

courts in Tennessee or the federal courts for the appropriate district in Tennessee.

14. Severability.

If any portion of these terms and conditions is found to be invalid or unenforceable by a court of

competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and

conditions, and the remaining terms and conditions shall be valid and fully enforceable as

written.

15. Modification of Terms.

Firehawk’s acceptance of any order is subject to customer’s assent to all of the terms and

conditions set forth herein. Customer's assent to these terms and conditions shall be presumed

from customer's receipt of Firehawk’s acknowledgment, or from customer’s acceptance of all or

any part of the products ordered. No additions or modifications of Firehawk’s terms and

conditions by customer shall be binding upon Firehawk, unless agreed to in writing by an

authorized representative of Firehawk. If a purchase order or other correspondence submitted by

customer contains terms or conditions contrary or in addition to the terms and conditions

contained herein or in Firehawk’s acknowledgment, Firehawk’s fulfillment of any such purchase

order shall not be construed as assent to any of the terms and conditions proposed by customer,

and will not constitute a waiver by Firehawk of any of the terms and conditions contained herein

or in Firehawk’s acknowledgment.

16. Complete Agreement.

The terms and conditions in: (i) Firehawk’s forms; (ii) acknowledgments; (iii) quotations; (iv)

invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by

reference, and constitute the entire and exclusive agreement between customer and Firehawk.

II. ADDITIONAL TERMS AND CONDITIONS RELATED TO THE

PERFORMANCE OF SERVICES BY FIREHAWK OR OTHER PROVIDERS

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I,

PERFORMANCE OF SERVICES WILL BE GOVERNED BY THE FOLLOWING

ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL SERVICE TERMS”).

SERVICES MAY BE PERFORMED BY: (i) FIREHAWK, ITS SUBSIDIARIES,

AFFILIATES OR SUBCONTRACTORS (“FIREHAWK”); OR THIRD-PARTY

SERVICE PROVIDERS ENGAGED BY FIREHAWK ("THIRD-PARTY PROVIDERS").

FOR PURPOSES OF THIS SECTION II, “SERVICE PROVIDER” REFERS TO

EITHER FIREHAWK OR A THIRD-PARTY PROVIDER DEPENDING UPON WHICH

OF THEM IS PERFORMING SERVICES, AND “SERVICE PROVIDER PERSONNEL”

REFERS TO PERSONNEL OF SUCH SERVICE PROVIDER.

THE TERMS AND CONDITIONS CONTAINED IN THIS SECTION II ARE

EXTENDED SOLELY BY THE SPECIFIC SERVICE PROVIDER PERFORMING

SERVICES, AND ANY OBLIGATIONS CONTAINED IN THIS SECTION II DO NOT

APPLY TO ANY OTHER SERVICE PROVIDER REFERENCED IN THE FOREGOING

PARAGRAPH. A THIRD-PARTY PROVIDER MAY REQUIRE CUSTOMER TO

EXECUTE ADDITIONAL CONTRACTUAL DOCUMENTS PRIOR TO THE

PERFORMANCE OF SERVICES, WHICH DOCUMENTS MAY MODIFY THE TERMS

BETWEEN CUSTOMER AND SUCH THIRD-PARTY PROVIDER AS SET FORTH IN

THIS SECTION II.

IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND

CONDITIONS IN SECTION I AND THE ADDITIONAL SERVICE TERMS IN

SECTION II, THE ADDITIONAL SERVICE TERMS IN SECTION II SHALL PREVAIL

FOR THE PERFORMANCE OF SERVICES.

1. LIMITED SERVICES WARRANTY.

ALL SERVICES WILL (i) BE PERFORMED IN A WORKMANLIKE MANNER; (ii)

CONFORM TO THE SPECIFICATIONS (IF ANY) PROVIDED BY THE SERVICE

PROVIDER IN A STATEMENT OF WORK; AND (iii) BE WARRANTED FOR A

PERIOD OF NINETY (90) DAYS AFTER PERFORMANCE OF SERVICES (“LIMITED

WARRANTY PERIOD”). IF SERVICES ARE IMPROPERLY PERFORMED AND

CUSTOMER NOTIFIES THE SERVICE PROVIDER OF THE IMPROPERLY

PERFORMED SERVICE DURING THE LIMITED WARRANTY PERIOD, THEN THE

SERVICE PROVIDER WILL RE-PERFORM THOSE SERVICES, IN WHOLE OR IN

PART, AS NECESSARY TO CURE THE PARTICULAR BREACH, OR AT THE

SERVICE PROVIDER'S SOLE OPTION, REFUND THE AMOUNT PAID BY

CUSTOMER FOR THE SERVICES DIRECTLY ATTRIBUTABLE TO THE

PARTICULAR BREACH. THE SERVICE PROVIDER'S RE-PERFORMANCE OR

REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE SERVICE DIRECTLY

ATTRIBUTABLE TO THE PARTICULAR BREACH SHALL BE CUSTOMER'S SOLE

AND EXCLUSIVE REMEDY.

2. WARRANTY DISCLAIMER AND WAIVER FOR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS

WARRANTIES SET FORTH IN THIS SECTION II FOR SERVICES ARE IN LIEU OF

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SERVICE

PROVIDER DISCLAIMS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES

FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR

PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS

SECTION II ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES

FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SERVICES WHICH

HAVE BEEN SUBJECT TO MODIFICATION BY CUSTOMER OR ANY THIRD

PARTY.

3. LIMITATION OF LIABILITY.

FIREHAWK AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY

LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR

PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE LIABILITY OF

FIREHAWK OR ANY THIRD-PARTY PROVIDER PERFORMING SERVICES IN ALL

CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE

PRICE FOR THE PERFORMANCE OF THE PORTION OF SERVICES THAT GIVES

RISE TO ANY PARTICULAR LIABILITY.

4. Payment and Credit Terms.

Except as otherwise agreed to by the parties, customer will be invoiced upon completion of

services. Payment terms are net thirty (30) days from the date of invoice. All other payment

terms are as set forth in Section I.A.4.

5. Termination.

Service Provider or customer may terminate their service agreement at any time and for any

reason upon thirty (30) days' written notice to the other party. If terminated by customer,

customer shall pay Service Provider an amount equal to the greater of (i) Ten percent (10%) of

the total project cost quotation thereto (the “Total Project Cost”), or (ii) an amount equal to the

Total Project Cost multiplied by the percentage completion for such project at the time the notice

of termination is given, as determined by Service Provider.

6. Indemnity.

Customer shall defend, indemnify and hold harmless Firehawk, Third-Party Providers, and their

respective officers, directors, employees, subcontractors and agents (each individually, an

“Indemnified Party”) from and against any and all any claims, suits, liabilities, damages,

settlements, charges, taxes and any other losses or expenses (including reasonable attorneys'

fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party

regardless of status and damage to or destruction of any tangible property which the third party

may sustain or incur, to the extent such Liabilities relate to the services; except for such

Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct

of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party

by reason of any such claim as specified above, customer shall resist and defend such action, suit

or proceeding by counsel of its choice, at the sole expense of customer, provided that (i) the

Indemnified Party notifies customer promptly in writing of the claim; (ii) customer's counsel

does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) customer has

the sole control of the defense and all related settlement negotiation but shall keep the

Indemnified Party reasonably informed of status; and (iv) the Indemnified Party provides

customer with all reasonably necessary assistance, information, and authority to perform the

foregoing at customer's expense.

7. Access to Customer’s Premises.

To the extent access to customer's premises is required, customer shall provide Service Provider

Personnel access to customer's premises free of charge as necessary for performance of services

supplied by Service Provider. Prior to starting any work at customer's premises, customer will:

(i) provide documentation that identifies any existing hazardous materials, or dangerous or

potentially dangerous conditions on or about customer's premises; and (ii) allow Service

Provider Personnel, at its option, reasonable access to customer's premises to perform or have

performed a visual site inspection. Service Provider will have no responsibility or liability for the

actual existing conditions; or identifying, correcting or advising customer of existing conditions

on customer's premises (“Pre-Existing Conditions”), and customer shall be responsible for and

shall indemnify each Service Provider and each of the Service Provider Personnel from and

against any Liabilities arising out of or relating to any Pre-Existing Conditions, regardless of

whether previously disclosed to any Service Provider or Service Provider Personnel. Customer

shall not attempt to condition the right of Service Provider Personnel to obtain free access to

customer's premises upon the signing of any agreement, waiver, or release which in any way

purports to affect the legal rights or obligations of Service Provider or Service Provider

Personnel. If any Service Provider Personnel signs such an agreement, waiver, or release, it shall

be of no force and effect.

8. Health and Safety Matters.

Customer shall take all precautions, at all times, for the health and safety of Service Provider

Personnel at customer's premises, including but not limited to identifying to Service Provider all

hazardous materials or safety or health hazards to which Service Provider Personnel on

customer’s premises may be exposed; (i) providing to Service Provider Personnel for review, and

instructing Service Provider Personnel regarding customer’s safety practices; and (ii) proper and

safe handling of, and protection of, Service Provider Personnel from exposure to hazardous

materials or dangerous conditions. Customer agrees to provide Service Provider Personnel with

all safety health and other protections required by law for customer’s own employees, including,

without limitation, all protections required by federal, state and local laws, standards,

regulations, orders and other requirements under OSHA, and similar workplace safety and health

statutes and programs.

9. Right to Subcontract.

Customer agrees that the Service Provider may subcontract the performance of services to third

parties. Customer authorizes the Service Provider to disclose all information to the subcontractor,

including confidential information necessary for such performance of services by the

subcontractor.

10. No Third Party Reliance.

Customer acknowledges and agrees that any advice, recommendation, information or work

product provided to customer by Service Provider in connection with the services is for the sole

use of customer and may not be relied upon by any third party; and customer is prohibited from

making such advice, recommendation, information or work product available to any third party

without prior written consent from Firehawk.

III. ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF

FIREHAWK PRODUCTS

IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I,

EXPORT SALES OF FIREHAWK PRODUCTS WILL BE GOVERNED BY THE

FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF

FIREHAWK PRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A

CONFLICT BETWEEN FIREHAWK’S STANDARD TERMS AND CONDITIONS IN

SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE

ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF

FIREHAWK PRODUCTS.

1. Order Acceptance.

Customer acknowledges that no order shall be deemed accepted unless and until it is verified and

accepted by Firehawk, or any of its U.S. affiliates and divisions, at a continental U.S. facility or

at any of its websites. Customer further consents that submission of its order shall subject

customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance

occurred in the U.S.

2. Sales Tax and Duties, Import Fees.

Firehawk is required to charge federal, state, local tax, applicable duties, and import fees on

products, or for providing a valid exemption certificate. Customer assumes responsibility for,

and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses,

import duties, and expenses as may be applicable. When placing an order, customer shall

indicate which products are tax exempt.

3. Payment and Credit Terms.

Payment terms are net forty-five (45) days from the date of shipment. All other payment terms

are as set forth in Section I.A.4. Customer agrees to inform Firehawk immediately if it intends to

use any import or export financing, or has or will be granting a lien or security interest on its

inventory to any third party.

4. Shipping Charges and Freight Policy.

All Firehawk export orders are shipped under INCOTERMS® 2010 rules as defined by the

International Chamber of Commerce. Unless otherwise stated and agreed, default shipping term

is FCA Firehawk shipping location, excluding export customs clearance. Freight is prepaid to

U.S. airport or port of exit for single shipment orders of U.S. $1,500 or more of product (before

tax and freight) using routing of Firehawk’s choice. Other shipments are freight collect from any

Firehawk facility. Customer shall be responsible for obtaining insurance. At Firehawk’s option,

this freight policy may be subject to special terms and conditions for certain export orders. If any

item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as

customer's exclusive remedy. Title and risk of loss for products shall transfer at the delivery

point as determined by the applicable INCOTERMS being utilized for the export sale.

5. Export Controls and Related Regulations.

Customer represents and warrants that it is not designated on, or associated with, any party

designated on any of the U.S. government restricted parties lists, including without limitation,

the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List;

Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control

(“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State

Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer

shall comply with all applicable U.S. economic sanctions and export control laws and

regulations, including without limitation, the regulations administered by OFAC, the Export

Administration Regulations administered by BIS, and the International Traffic in Arms

Regulations administered by DDTC.

6. Foreign Principal Party in Interest; Freight Forwarder and Documentation.

It is specifically agreed that customer shall be the foreign principal party in interest and/or that its

freight forwarder shall act as customer's agent in such capacity for purposes of the Foreign Trade

Regulations or other regulatory purposes, and customer and its freight forwarder are responsible

for all routed export transactions documentation, including but not limited to the filing of the

required Electronic Export Information/Automated Export System records. At Firehawk’s

request, customer or its freight forwarder shall provide copies of any export, shipping, or import

documentation prepared by customer or its freight forwarder related to sales to customer by

Firehawk.

7. Anti-Corruption.

Customer is aware that Firehawk’s business practices prohibit bribery and corrupt behavior in

any form. Customer agrees that it is an independent contractor and it is and shall remain in

compliance with all applicable laws that relate to money laundering, terrorism, commercial or

official bribery or dealing with government officials (including the U.S. Foreign Corrupt

Practices Act and the U.K. Bribery Act) and laws implementing the OECD Convention on

Combating Bribery of Foreign Public Officials in International Business Transactions. Customer

shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel,

entertainment, or any other similar benefit) either directly or indirectly to any public sector or

government official for the purpose of influencing any act or decision in connection with the

purchase, transportation, customs clearance and/or resale of the products ordered from Firehawk.

Customer shall not pay a gratuity, bribe or inducement to any public sector or government

official, even if it appears customary or consistent with prevailing business practices.

8. Dispute Resolution.

Actions by Firehawk for non-payment by customer of the purchase price of products sold by

Firehawk, or for redress of other breaches by customer of these terms and conditions may be

brought by Firehawk, at its option, before any U.S. or foreign judicial court of competent

jurisdiction. At Firehawk’s option, disputes between customer and Firehawk, including all claims

for non-performance by Firehawk, shall be finally settled by arbitration in the State of

Tennessee, U.S., in accordance with the Commercial Arbitration Rules (“Rules”) of the

American Arbitration Association, by a single arbitrator appointed in accordance with said

Rules, applying these terms and conditions and consistent provisions of the federal and state laws

(except conflict of law rules) of the State of Tennessee, U.S. The language of the arbitration shall

be English.

9. Country of Importation and Anti-diversion.

Customer represents that it is purchasing products from the U.S. and importing them to the

country specified in the customer and Firehawk documentation. Customer agrees that the

products will be shipped to the specified destination in compliance with the laws of such

destination and the U.S., and that the products will not be directly or indirectly sold, exported,

transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-

compliance with applicable U.S. laws and regulations relating to the product purchased by

customer. Any commodities, technology and software will be exported from the U.S. in

accordance with the U.S. Export Administration Regulations and other applicable laws or

regulations. Diversion contrary to U.S. law is prohibited. If requested by Firehawk, customer

shall provide documentation satisfactory to Firehawk verifying delivery at the designated

country, the identity of end users ordering products from customer and the terms and conditions

upon which such end users request products to be supplied. Customer further agrees to inform

Firehawk at the time of order of any North American Free Trade Agreement or other special

documentation, packaging or product marking or labeling, but Firehawk shall not be responsible

for providing any such documentation, packaging, marking or labeling other than such

documents that are necessary under U.S. export laws and regulations for export, unless Firehawk

expressly agrees to do so.

10. Permits, Export, and Import Licenses.

Customer shall be responsible for obtaining any licenses or other official authorizations that may

be required by the country of importation and/or under the Export Administration Regulations,

International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable

laws or regulations.

11. Governing Law; Limitations.

The rights and obligations of the parties under these terms and conditions shall not be governed

by the provisions of the 1980 United Nations Convention of Contracts for the International Sale

of Goods or the United Nations Convention on the Limitation Period in the International Sale of

Goods. Rather, these terms and conditions shall be governed by the laws of the State of

Tennessee, U.S., including its provisions of the Uniform Commercial Code, but excluding its

conflict of law rules. Notwithstanding the foregoing, any legal action by customer with respect to

any transaction must be commenced within one (1) year after the cause of action has arisen.