Arnold Magnetic Technologies CORP

4. Payment. At Seller’s option the price and any applicable taxes, shipping related costs or other charges is due and payable on or before delivery, or if invoiced by Seller, payable upon receipt of invoice; net thirty (30) days or as otherwise set forth in Seller’s quote. If Buyer fails to make payment when due, in addition to Seller's other rights and remedies, Buyer shall (i) pay Seller a late charge equal to the lesser of 1.5%, per month and/or part of a month on the remaining unpaid balance due Seller or the highest lawful amount which may be charged to Buyer; and (ii) pay all expenses of collection of amounts due Seller from Buyer, including reasonable attorneys' fees. Buyer shall not be entitled to make any deductions or set off of any amounts (including those for alleged damages) against payments due to Seller hereunder. Page: 2

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2. Acceptance/Delivery. No order or other request for deliverables will be binding upon Seller unless accepted in writing by Seller. Delivery is FCA Seller's facility INCOTERMS 2020 or as otherwise set forth in Seller’s quote. Buyer assumes full responsibility for deliverables upon Seller making deliverables available to Buyer at Seller's facility, including proper arrangement and security for transport. Any dates quoted for delivery are approximate only. In the event of inability for any reason to supply the total demand for deliverables, Seller may allocate its available supply among any or all purchasers, as well as departments and divisions of the Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result therefrom.

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3. Price. The price for deliverables is specified in these terms. The price is exclusive of taxes and shipping related costs and is payable only in U.S. currency or other currency as set forth in Seller’s quote. Price, delivery terms, availability of deliverables and descriptions and specifications of deliverables is subject to change without notice. Without limiting the Seller’s rights under the preceding sentence, Seller shall have the right to increase prices immediately to account for increases in raw material prices or in tariffs. Buyer shall reimburse Seller for all taxes, shipping related costs or other charges which Seller may be required to pay upon the sale, transportation or use of the deliverables. The opening and maintenance of a credit account with Seller is subject to Buyer providing satisfactory references and observing all of the terms on which credit is given. Seller reserves the right to refuse to extend credit at any time and for any reason.

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11. Limited Warranty. Seller warrants to Buyer that deliverables will be free from defects in material and workmanship when the deliverables leave Seller’s facility. This warranty is not transferable or assignable and any such transfer or assignment is void. This warranty does not apply unless Seller is permitted to inspect the damaged deliverable. Change or extensions to the terms of the above warranty are binding only if confirmed in writing by Seller's duly authorized executive officer. Other than as set forth in the preceding sentence, no person has authority to change or extend the terms of the above warranty and Buyer confirms that no other warranty terms have been extended by Seller or are applicable to the deliverables.

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8. Returns/Cancellation. No deliverable may be returned unless Seller agrees in writing and such deliverable is in its undamaged original packaging and with all its original parts and (ii) has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. If Seller agrees to accept a return a RMA will be issued with instructions for return of the deliverable to Seller. Orders accepted by Seller can only be cancelled with the written consent of Seller, such consent to be in the Seller's absolute discretion and then only upon payment of a reasonable cancellation charge.

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