Bray Sales INC.

12. PAYMENT TERMS. Supplier shall issue an invoice to Buyer on or after the completion of delivery. Buyer shall pay all properly invoiced amounts due to Supplier within forty-five (45) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. In the event of a payment dispute, Buyer shall promptly provide a reasonably detailed description of each disputed item. The parties shall seek to resolve all disputes expeditiously and in good faith. Supplier shall continue performing its obligations under the Order notwithstanding any dispute.

“PAYMENT TERMS” · 1961039.5 Rev. 3- -2014 · open the document (PDF)

3. DELIVERY DATE. Supplier shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the “Delivery Date”). Timely delivery of the Goods is of the essence. In the event of delay, or anticipated delay, from any cause, Supplier will immediately notify Buyer. If Supplier fails to deliver the Goods in full on the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Supplier and Supplier shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses attributable to Supplier’s failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Supplier’s expense and Supplier shall redeliver such Goods on the Delivery Date.

“DELIVERY DATE” · 1961039.5 Rev. 3- -2014 · open the document (PDF)

11. PRICE. The price of the Goods is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Supplier’s published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. Supplier is responsible for the collection and reporting of all applicable transaction taxes such as sales, use, withholding, value added, or similar taxes. No Price increase is effective, whether due to increased material, labor or transportation costs or otherwise, without Buyer’s prior written consent.

“PRICE” · 1961039.5 Rev. 3- -2014 · open the document (PDF)

14. WARRANTIES. Supplier warrants to Buyer that for a period of eighteen (18) months from the Delivery Date, all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to the applicable specifications, drawings, designs, samples and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. In addition, in the event Supplier is not the manufacturer of the Goods, Supplier will provide assignable warranties for the Goods from its vendors so that such warranties may be passedthrough or assigned to Bray and by Bray and such warranties shall survive any delivery, inspection, acceptance or payment for the Goods by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. If Buyer gives Supplier notice of noncompliance with this Section, Supplier shall, at its own cost and expense, within 30 days replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Supplier and the delivery of repaired or replacement Goods to Buyer.

“WARRANTIES” · 1961039.5 Rev. 3- -2014 · open the document (PDF)

17. SECURED PERFORMANCE. If Supplier requires payment for the Order in advance of delivery of the Goods, then Supplier shall provide a performance bond (or other form of security acceptable to Buyer) to Buyer wherein a surety is obligated to perform the obligations of the Supplier in the event of Supplier’s failure to do so and furnish a copy of the performance bond (or such other form of security) to Buyer. In such circumstances, Buyer’s receipt of a copy of the performance bond (or such other form of security) shall be a condition precedent to Buyer’s obligation to pay Supplier.

“SECURED PERFORMANCE” · 1961039.5 Rev. 3- -2014 · open the document (PDF)