PSB INDUSTRIES
PO TERMS AND CONDITIONS

The PSB Industries Inc. / General Air Division is referred to herein as the “Buyer” and the party to whom the order is issued is referred to as the “Seller”.

1. FORMATION OF CONTRACT
The Contract is the agreement between Buyer and Seller whereby Seller shall provide the labor, equipment, or materials specified herein (the “Goods”). The Contract shall incorporate and be specifically limited to the provisions set forth on the face of the order as well as these Terms and Conditions and will come into existence and effect in Erie, Pennsylvania upon the receipt by Buyer of any acknowledgement of, or delivery or performance under, this order. Such acknowledgement, delivery, or performance shall be deemed an acceptance by Seller of the Commonwealth of Pennsylvania.

2. PRICES
(a) Prices if not shown on Buyer’s order, must be quoted by Seller upon acknowledgement. No price for goods may be higher than prices last quoted or charged, unless expressly agreed to by Buyer.
(b) Prices stated in the order are firm and not subject to escalation and shall be the total and only cost to Buyer. No additional charges for boxing, crating, carting, handling, transportation, or service may be made and prices quoted shall be deemed to include any and all fees, duties, assessments and taxes.

3. PAYMENT
(a) Unless otherwise stated on the face hereof, Payment shall be due only after actual delivery.
(b) Buyer shall be entitled to set off any amount owing from Seller or any Contract against any amount due to Seller hereunder.

4. SHIPMENT
Delivery shall not be deemed to be complete until all Goods have been received and accepted by Buyer. The risk of loss or damage during transit shall be upon Seller. In the event Seller fails to deliver in accordance with the time limits set forth in the contract, Seller may be required to ship the Goods by the most expedient means available, at its sole expense.

5. SELLER’S WARRANTY
In addition to any implied warranties, Seller expressly warrants that all Goods furnished hereunder are new, of the best quality, free from defects in material and workmanship and strictly conform to any and all applicable drawings, descriptions, specifications, and samples, and that said Goods confirm to all applicable laws, ordinances, codes or regulations. If said Goods are in any defective, Buyer may, at its sole option elect to accept the defective Goods with an adjustment in the purchase price, or may at any time reject such Goods and either demand repair or replacement at Seller’s expense (including expedited delivery and/or overtime if requested) or substitute other Goods. Repaired or replaced Goods are warranted from the date of repair or replacement. Seller shall reimburse Buyer for any expenses incurred by Buyer. All warranties of Seller shall run to Buyer and its customers.

6. DELAYS
TIME IS OF THE ESSENCE OF THIS CONTRACT, and Buyer shall have an absolute right to cancel any Goods which are not delivered within the specified time period. Seller may not claim any force majeure as grounds for an extension of time or increase in price. Seller assumes all risk of failure to complete within the time specified in the Contract, unless such failure is directly caused by an act of the Buyer. In such event, Seller’s sole remedy shall be an extension of time under the Contract. Shipping dates are firm. Should SELLER fail to make delivery on time as stipulated in this Contract, SELLER shall pay to BUYER liquidated damages of (1.5%) per week for each week that extends past the delivery date of the Equipment, not to exceed five percent (5%) of Contract value. The parties agree that in the event of delays in delivery if the Equipment, BUYER will suffer damages which are difficult to ascertain and that such amount is a reasonable estimate of BUYER’S damages and is not a penalty. The liquidated damage provision noted herein shall not apply for delays caused in whole or in part by the actions of the BUYER.

7. CANCELLATION
This Contract may be cancelled in whole or in part by Buyer at any time and for any reason prior to completion of the order. Damages to Seller shall be limited to Seller’s actual direct shop labor and material costs for fabrication which are incurred prior to notice of cancellation plus 25% of said costs for administration supervision overhead, and profit not to exceed the Contract price. The foregoing shall be the Seller’s sole remedy.

8. CONTRACT CHANGES
Buyer shall have the right at any time, by written change order, to make changes in 1) specifications applicable to the Goods, 2) method of shipment and packing, and 3) place of delivery. If such revision cause a material increase or decrease in price or in the time necessary for completion, Buyer shall make an equitable adjustment in the purchase price and/or delivery schedule if notified by Seller in writing of the desired adjustment within ten (10) days of the change. Buyer shall have no liability for any work or changes not authorized in writing.

9. SUSPENSION
Buyer shall have the right to require Seller at any time to suspend performance of all or part of this order for an
indefinite period of time, not to exceed twelve (12) consecutive months. In the event Buyer exercises said right, seller shall cease performance of this order and shall be entitled to an equitable adjustment on the contract price and/or delivery dates.

10. BUYER’S PROPERTY
Buyer retains title to any items which it supplies to Seller for use during manufacture or incorporation into Goods to be provided hereunder. All risk of loss or damage shall be borne by Seller until such items are either returned to Buyer or delivered pursuant to the Contract.

11. PATENT INFRINGEMENT
Seller warrants that the material and/or equipment furnished hereunder and the sale or use of it will not infringe any patent, trademark or copyright and Seller agrees to defend any action which may be brought against Buyer or Buyer’s customer for any alleged infringement and to pay all costs, damages, fines, and profits recoverable in any such action or relating thereto.

12. OPERATING INSTRUCTIONS AND PARTS LIST
Seller shall furnish eight (8) copies of complete instructions for the installation, operation, and maintenance of each item of equipment furnished hereunder, including spare parts lists sufficient to provide for one year of operation.

13. DRAWINGS AND DATA
Seller shall furnish eight (8) copies of each drawing required under the Contract. Said drawings shall include all
information reasonably required by Buyer in order for it to complete its design responsibility and to demonstrate the Seller’s equipment and materials conform to the intent of the specifications. Seller bears complete responsibility for any additional expenses, damages, or costs incurred by Buyer as a result of Seller’s failure to tender sufficient or correct information. Any approval shall not relieve Seller from responsibility for adherence to the specifications.

14. OTHER CONDITIONS
(a) Seller agrees to be bound by the terms and conditions of Buyer’s contract with its customer including, but not limited to, any provisions relating to disputes, arbitration, time extensions, or scheduling.
(b) All clauses required to be incorporated into this Contract by Buyer’s contract with its customer or by statue, rule, regulations, or executive order are hereby incorporated by reference as if fully set forth herein. Seller agrees to make all disclosures, reports and affidavits and to keep all records which may at any time be requested by Buyer.

15. FIELD TESTING
In the event Buyer suspects a defect in equipment supplied by Seller, Buyer shall have the right to request the Seller to perform any and all tests which Buyer deems necessary to fully evaluate the performance of Seller’s Goods. Buyer shall have the right to require that Seller utilize the services of an independent testing firm. Buyer shall reimburse
Seller for the expense of said tests only if the tests confirm that the Goods are not defective.

16. ATTORNEY’S FEES
Buyer shall be entitled to any attorney’s fees and other litigation expenses which it must incur in order to enforce any provision of this Contract.

17. BONDS
If requested by Buyer, Seller shall provide payment and performance bonds satisfactory to Buyer, at Seller’s expense.

18. ASSIGMENTS
Seller shall not assign any interest or obligation under this Contract.

19. RESOLUTION OF DISPUTES
Any controversy or claim arising out of or relating to this Contract shall, at Buyer’s sole option, be settled by
arbitration in Erie, Pennsylvania in accordance with the rules of the American Arbitration Association and judgement upon the award may be entered in any court having jurisdiction. Buyer shall have the right to stipulate that discovery during said arbitration shall be in accordance with the Federal Rules of Civil Procedure. In the event Buyer chooses that any dispute be resolved, by litigation, the exclusive venue and place of jurisdiction shall be in Erie.

20. COMPLETE AGREEMENT
This Contract constitutes a final written expression of all terms of the agreement between Buyer and Seller and is a complete and exclusive statement of those terms. The terms of this Contract may not be modified or waived orally. Any modification or waiver of the provision must be signed by Buyer. In the event any provision, or part thereof, of this Contract is held to be unenforceable, the remaining provision and parts thereof shall remain in full force and effect.

21. CONFIDENTIAL INFORMATION
Seller agrees that proprietary information received from Buyer including but not limited to drawings, samples,
designs, concepts, or customers information, shall remain Buyer’s property. Seller agrees to maintain as secret all such proprietary information and shall not disclose such information to a third party without Buyer’s consent. Seller agrees to use such proprietary information for the sole purpose of fulfilling its supply responsibility hereunder.

22. INDEMNITY
Seller agrees to indemnify and hold harmless Buyer from all claims, demands, damages, liabilities, cost, or expenses of any nature which are in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part or claimed to be caused, occasioned or contributed in whole or in part by reason of any act, omission, fault or negligence of Seller incident to performances of this contract.

23. BINDING AFFECT
This Contract and all of its terms and conditions shall extend to and be binding upon the parties hereto and upon their respective heirs, executors, administrators, successors, and assigns.

24. OZONE
Seller warrants and represents that it has complied, in all respects, with the labeling requirements for ozone
Protection set forth in the Clean Air Act Amendments of 1990. 42 USC 7671J and 40 CFR 82. 100 et seq. (the “CAA”) and all amendments thereto. All products sold to Buyer that contain or were manufactured with an ozone-depleting substance contain a clearly legible and conspicuous warning label.

25. FREE ACCESS
Buyer and/or its clients are to have free access to seller’s facility for the purpose of inspection, expediting and/or review of quality control.

26. INSURANCE PROVISIONS
Before commencing any work pursuant to the contract governed by the instant Terms and Conditions, and as a
condition precedent to any payment, the Seller shall purchase and maintain insurance in conformance with the
provisions contained herein. Proof of this insurance shall be provided to the Buyer before work commences as set forth below. To the extent that the Seller subcontracts with any other entity or individual to perform all or part of the Seller’s work, the Seller shall require the subcontractor to furnish evidence of equivalent insurance coverage, in all respects, terms and conditions as set forth herein, prior to the commencement of the work by the subcontractor.

In no event shall the failure to provide this proof, prior to commencement of the work, be deemed a waiver by the Buyer of Seller or Seller’s subcontractor’s insurance obligations set forth herein.

If the subject matter of the contract governed by the instant Terms and Conditions involves either material or product supply, the Seller agrees to obtain and keep in effect, with an insurance company reasonably acceptable to the Buyer, commercial general liability insurance with broad form coverage including product liability, completed operations, and blanket contractual coverage including the liabilities the Seller assumes hereunder with a per occurrence and annual
aggregate limit of not less than $ 5,000,000 naming Buyer as an additional insured (using additional insured forms CG2010 & CG2037 or their equivalent) and providing a waiver of subrogation by the Insurer in favor of the Buyer. Seller shall provide Buyer with insurance certificates evidencing such insurance, which certificates shall provide that such coverages may not be materially changed or canceled without 30 days prior written notice to Buyer. The above liability limits can be met through the use of primary and/or excess layers of insurance.

If the subject matter of the contract governed by the instant Terms and Conditions involves the performance of Labor at the premises of Buyer, the Seller agrees, in addition to the requirements in the preceding paragraph, (a) that such labor will be performed in a good and workmanlike manner in exact accordance with this purchase order or any drawings, specifications or other data forming a part hereof; (b) to procure, at its own expense and keep in full force and effect worker’s compensation insurance as required by any state in which the work is to be performed, and employers liability or stop gap employers liability insurance with limits of $ 1,000,000 and at the Buyers request to have listed on such workers compensation and employers liability insurance the Buyer as an alternate employer; (c) to procure and maintain automobile liability with minimum limits of $2,000,000 combined single limit (d) if requested by the Buyer additional insurance to support the obligations of the Seller that may be specific to the labor including but not limited to professional insurance or environmental liability insurance. Seller shall provide Buyer with insurance certificates evidencing such insurance, which certificates shall provide that such coverages may not be materially changed or canceled without 30 days prior written notice to Buyer. The above liability limits can be met through the use of primary and/or excess insurance. If any labor or service does not work on Buyer’s premises then the insurance for workers compensation in above section (b) and auto insurance in above section (c) will not apply.

With regard to any and all claims against the Buyer by any Employee, Seller or the Seller’s subcontractor, anyone
directly or indirectly employed by the Seller or anyone who acts, the Seller’s acts, the Seller may be liable for, the indemnification obligation shall not be limited by any limitation on the amount or types of damages, compensation or benefits payable by or for the Seller under worker’s compensation law, disability benefit acts or other employee benefits acts.

The Seller shall continue to carry completed operations liability insurance for at least three (3) years after ninety (90) days following substantial completion of the work contemplated by the contract or final payment to the Seller, whichever is later. The Seller shall furnish the Buyer evidence of such insurance at final payment and in each successive year during which the insurance coverage must remain in effect.

The Seller represents that it has provided a copy of these insurance provisions to his/her/its insurance agent and/or the broker and that the Seller has instructed the agent/broker to provide insurance in full compliance with the terms and conditions herein.

Rev 20 April 2021