1. Agreement. The following terms and conditions (“Terms”), together with such terms, if any, as Comdaco, Inc. (“Supplier”) agrees to in writing with respect to Buyer’s Purchase Order Form (“Form”), with such quotes, plans, specifications or other documents as are incorporated by reference, as amended in any subsequent written agreement between the parties hereto, constitute the entire agreement (“Purchase Order”) between Supplier and Buyer. If Buyer submits its Form, the same will be deemed to be accepted by Supplier upon its delivery of the Acknowledgement of Purchase Order to Buyer by fax or other means of electronic transmission, or by any of the following: (i) shipment of the goods or any portion thereof, (ii) commencement of any work on site, or (iii) performance of any services hereunder.

2. Payment. Discount terms are as set forth in the Form. If no terms are specified, the net amount must be paid within thirty (30) days after the later of (i) delivery and acceptance of goods or other performance under this Purchase Order and (ii) invoicing. Except as otherwise provided in the Purchase Order, the price includes all applicable Federal, State and local taxes and duties. Unless otherwise provided in the Form, Buyer must pay for any shipping, handling, fuel surcharges or similar fees. Buyer will not have any right to set-off any amounts, which Supplier may owe Buyer, whether arising under this Purchase Order or otherwise.

3. Time. Time is of the essence for this Purchase Order. Delivery or completion dates will be based in part upon prevailing conditions at the time of Supplier’s quote and will be subject to Supplier’s review when it receives all relevant information in order to commence manufacturing. If delivery or completion dates will not be met, Supplier shall inform Buyer as soon as possible and include a proposed alternative delivery schedule. Such notice will not, however, constitute a change to the delivery or completion terms of this Purchase Order unless the Buyer agrees to such modification. If any item is not received or if any element of the work is not completed by the date specified or as modified, Buyer may either approve a revised date for delivery or completion or may obtain such goods or work elsewhere and receive a credit from Supplier for the value of the item(s) not received or element of work not completed. Supplier will not be liable for damages resulting from Supplier’s failure to deliver or complete, or for delays in delivery or completion, caused by strikes not caused by or within the control of Supplier, lock-outs not caused by or within the control of Supplier, fires, war or acts of God.

4. Packing, Shipping and Transportation. All items will be prepared, packed, marked and shipped in accordance with applicable requirements of common carriers. Each container will be marked to show Purchase Order number, and each shipment will be accompanied by an itemized packing slip. No charges will be allowed for containers, crating, boxing, binding, dunning, or other packing or for transportation, except as indicated herein or as otherwise may be agreed to in writing by the parties. VM DRAFT 5/14/10 {00067462. 3}

5. Changes. Any changes in shipping or packing instructions, methods of shipment, and place and dates of delivery require the consent of Supplier. If the items are to be manufactured in accordance with specifications, drawings, or designs, then any changes to such specifications, drawings, and designs must be approved by Supplier, and in such event it shall transmit to Buyer a statement of the effect, if any, of such change on Supplier’s cost or ability to perform pursuant to this Purchase Order.

6. Representations and Warranties of Supplier. Supplier warrants to Buyer that any item purchased under this Purchase Order is free from defects in material and workmanship and is in conformity with all plans, specifications and other data incorporated as part of this Purchase Order. Supplier further warrants that such items were or will be produced and delivered in compliance with applicable Federal, State, and local laws, rules, regulations and orders. These warranties will not be deemed waived for any reason, including, but not limited to Buyer’s approval of a sample of any item, acceptance of any item, or payment for any item. The warranty period for any item installed in a product sold by Buyer will be the same as the warranty period provided by Buyer for the production in which the item is installed. The warranty period for any item used by Buyer as a service or replacement part will be the longer of twelve (12) months from the date of delivery of the item to Buyer’s customer or the remainder of the warranty period provided by Buyer for the production in which the item is to be installed as a service or replacement part. Notwithstanding anything to the contrary, Supplier does not warrant any use of its goods on any aircraft whatsoever.

7. Representations and Warranties of Buyer. Buyer hereby represents and warrants that any specifications, drawings, designs, manufacturing data or other requirements of Buyer that it submits to Supplier for the performance of this Purchase Order will meet or exceed applicable industry quality assurance requirements and specifications for the item and its intended purpose. In the event that Supplier performs in accordance with Buyer’s requirements and the resulting item does not meet such standards, Buyer shall defend, indemnify and hold Supplier, its agents and representatives harmless from any loss, liability, damage (direct, indirect or consequential), punitive damage, fine, penalty, judgment, settlement, cost, fee or expense, including attorneys’ fees, arising from or related to any claim, proceeding or lawsuit seeking to recover for property damage, bodily injury, including death, or personal injury, resulting from or arising out of any actual or alleged defect in design, manufacture, warning or representation relating to any item sold under this Purchase Order.

8. Cancellation. Buyer may, by written notice to Supplier, cancel this Purchase Order as to any portion or all hereof not completed, shipped or performed at the time of Supplier’s receipt of such notice. In the event of such cancellation, Buyer shall pay Supplier within ten (10) days of receipt of a final invoice from Supplier for its performance through the time it stopped work pursuant to Buyer’s notice of cancellation.

 

9. Returns. Products may be returned to Supplier only when Supplier gives Buyer written permission in advance. Returned products must be securely packaged to reach Supplier VM DRAFT 5/14/10 {00067462. 3} without damage, and any cost incurred by Supplier to put products in marketable condition with be charged to Buyer.

10. Buyer’s Property. Any specifications, drawings, designs, manufacturing data, molds, dyes, fixtures and other property of Buyer placed in Supplier’s custody for performance of this Purchase Order is not covered by Supplier’s insurance, and no risk is assumed by Supplier in the event of loss or damage to such property by fire, water, burglary, theft, civil disorder or any accident beyond the reasonable control of Supplier.

11. Improper Performance and Disputes. Buyer may reject any goods or revoke any previous acceptance and cancel the applicable part of the Purchase Order if Supplier fails to deliver all or any part of the goods or perform any of the work in accordance with the terms and conditions of this Purchase Order. Acceptance of any part of the Purchase Order shall not bind Buyer to accept any future shipments or work, nor deprive it of the right to return goods already accepted. Any dispute arising in connection with this Purchase Order shall be resolved by arbitration in Kansas City, Missouri in accordance with the rules of the American Arbitration Association; and all disputes shall otherwise be resolved in and only in the Circuit Court of Jackson County, MO as the exclusive judicial forum. BUYER AND SUPPLIER WAIVE THEIR RIGHT TO A JURY TRIAL WITH REGARD TO ANY DISPUTE ARISING IN CONNECTION WITH THIS PURCHASE ORDER.

12. Default. If Supplier fails to make delivery in accordance with delivery date or delivery schedule, fails to deliver items which conform to the requirements of this Purchase Order, or fails to make progress so as to endeavor to complete performance of this Purchase Order in accordance with its terms, or fails to observe or comply with any other instructions, items or warranties applicable to this Purchase Order, or endeavor to complete performance hereof in the event that any proceeding is brought by or against Supplier in bankruptcy or insolvency, or in the event that a receiver or trustee is appointed on behalf of Supplier, or in the event that Supplier shall make an assignment for the benefit of creditors, then and in any such event, Buyer may terminate all or part of this Purchase Order by written notice to Supplier, and Buyer shall not be liable to Supplier in connection with such termination. Buyer shall pay Supplier for finished work as well as for the documented cost to Supplier of work in process and raw material allocable to the terminated work which is not in excess hereunder with title and right of possession to all delivered goods and services vesting in Buyer immediately upon Buyer’s tender of such payment. Any such termination of repurchase shall not constitute a waiver of any other right, which Buyer may have at law or hereunder.

13. Indemnity Protection. Supplier will defend, indemnify and hold Buyer harmless from any loss, liability, damage (direct, indirect or consequential), punitive damage, fine, penalty, judgment, settlement, cost, fee or expense, including attorneys fees, arising from or related to any recall, withdrawal from the marketplace or other corrective action that is required to respond to, ameliorate, rectify or cure any actual or alleged non-conformity with specifications provided by Buyer, or if Buyer has relied on Supplier’s design, manufacture, VM DRAFT 5/14/10 {00067462. 3} warning or representation, then any actual or alleged defect to any such item sold under this Purchase Order.

14. Waiver; Remedies Cumulative. The rights and remedies of the parties to this Purchase Order are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Purchase Order will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

15. Severability. If any provision of this Purchase Order is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Purchase Order will remain in full force and effect. Any provision of this Purchase Order held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

16. Assignment. Neither party will have any right to assign this Purchase Order or any benefits arising from this Purchase Order without prior written consent of the other party and, unless otherwise agreed upon in writing, the rights of any assignee will be subject to all set-offs, counterclaims, and other comparable rights arising hereunder.

17. Governing Law. This Purchase Order will be governed by and construed under the laws of the State of Missouri without regard to conflicts-of-laws principles that would require the application of any other law.

18. Labor Disputes. Supplier will notify Buyer immediately of any actual or potential labor dispute delaying or threatening to delay timely performance of this Purchase Order, and it will include all relevant information to Buyer.

19. Conflict. In the event Buyer or Supplier have entered into a separate contract for the supply of goods or materials or the furnishing of services or work, and a provision of that separate contract conflicts with any provision of this Purchase Order, only the specific provision of the separate contract that conflicts with the provision of this Purchase Order shall apply, and all other provisions of this Purchase Order shall remain in full force and effect. The absence of a provision in a separate contract will not be deemed to be a conflict with this Purchase Order.