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Terms and Conditions

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These standard terms and conditions and all documents referenced herein, including the Product Return Policy and Purchase Order form, amendments or change orders, if any (collectively “Terms and Conditions”), shall govern the sale of goods (“Goods”) by STORM MANUFACTURING CORPORATION d/b/a STORM POWER COMPONENTS (“Seller”) to the person or business entity buying such Goods (“Buyer”). Buyer and Seller are, individually, referred to as a “Party” and, collectively as the “Parties”. These Terms and Conditions are incorporated into each and every Purchase Order received from Buyer which may establish in addition to these Terms and Conditions essential commercial terms not in conflict with these Terms and Conditions. In the event of any conflicting provisions in any Purchase Order or any other document received from Buyer, these Terms and Conditions shall control and Seller shall proceed with the sale under the assumption that these Terms and Conditions are the sole terms and conditions binding on the Parties. Buyer and Seller expressly agree that Seller may modify these Terms and Conditions from time to time without notice, and such modifications shall be binding upon Buyer. Accordingly, each request for quote, order, acceptance of Goods and/or payment to Seller by Buyer shall be deemed an acknowledgment and acceptance by Buyer of these Terms and Conditions as then in effect. These Terms and Conditions, as may be subsequently modified by Seller from time to time without notice, are incorporated by reference into all documents issued by Seller to Buyer in connection with the sale and/or provision of Goods.

Definitions. Capitalized terms have the meanings set out or referred to in this Section 1.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

"Basic Purchase Order Terms" means, collectively, any one or more of the following terms specified by Buyer in a Purchase Order pursuant to Section 3.1: (a) a list of the Goods to be purchased; (b) the quantity of each of the Goods ordered; (c) the Requested Delivery Date; (d) the unit Price for each of the Goods to be purchased; (e) the billing address; and (f) the Delivery Location. For the avoidance of doubt, the term "Basic Purchase Order Terms" does not include any general terms or conditions of any Purchase Order.

"Buyer Contracts" means all contracts or agreements to which Buyer is a party or to which any of its material assets are bound.

"Claim" means any Action brought against a Person entitled to indemnification under Section 10.

"Control" (and with correlative meanings, the terms "Controlled by" and "under common Control with") means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

"Defective" means not conforming to the Product Warranty under Section 9.3.

"Defective Goods" means goods shipped by Seller to Buyer pursuant to these Terms and Conditions that are Defective.

"Delivery Location" means the street address for delivery of the Goods specified in the applicable Purchase Order.

"Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

"Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award, or determination entered by or with any Governmental Authority.

"Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, schematics, data, data files, and databases and other specifications and documentation; (e) Trade Secrets; (f) semiconductor chips, mask works and the like; and (g) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the Laws of any jurisdiction throughout in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.

"Nonconforming Goods" means any goods received by Buyer from Seller pursuant to a Purchase Order that: (a) do not conform to the product number listed in the applicable Purchase Order; (b) do not fully conform to the specifications approved by Buyer; or (c) materially exceed the quantity of Goods ordered by Buyer pursuant to these Terms and Conditions or any Purchase Order. Where the context requires, Nonconforming Goods are deemed to be Goods for purposes of these Terms and Conditions.

"Patents" means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor's certificates, petty patents, and patent utility models).

"Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.

"Personnel" of a Party means any agents, employees, contractors, or subcontractors engaged or appointed by such Party.

"Representatives" means a Party's Affiliates and each of their respective Personnel, officers, directors, partners, shareholders, attorneys, third-party advisors, successors, and permitted assigns.

"Requested Delivery Date" means the requested delivery date for Goods ordered hereunder that is set forth in a Purchase Order, which must be a business day no less than 180 days following delivery of the applicable Purchase Order to Seller.

"Seller's Intellectual Property Rights" means all Intellectual Property Rights owned by or licensed to Seller.

"Seller's Trademarks" means all Trademarks owned by or licensed to Seller.

"Taxes" means any and all present and future sales, income, stamp, and other taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld, or assessed by any Governmental Authority, together with any interest or penalties imposed thereon.

"Tooling" means, collectively, all tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications and test reports) used by Seller in connection with its manufacture and sale of the Goods, together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances thereto.

"Trademarks" means all rights in and to United States and foreign trademarks, service marks, trade dress, trade names, brand names, logos, corporate names and domain names, and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

"Trade Secrets" means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures, and other confidential and proprietary information and all rights therein.

No Modifications/Entire Agreement. Seller’s provision of credit to Buyer, if any, acceptance of any purchase order and/or sale or provision of any Goods and/or Services to Buyer are all expressly conditioned upon Buyer’s acceptance of these Terms and Conditions as then in effect. SELLER HEREBY REJECTS ANY TERMS OR CONDITIONS WHICH ATTEMPT TO ALTER, MODIFY OR CHANGE IN ANY WAY ANY PROVISION HEREOF, OR OTHERWISE ATTEMPT TO SUSPEND, CONTRADICT OR ADD TO ANY TERM OR CONDITION CONTAINED HEREIN, AND BUYER HEREBY WAIVES ALL SUCH TERMS OR CONDITIONS; THUS, SUCH SHALL NOT BE BINDING ON SELLER UNLESS EXPRESSLY AGREED TO IN A SEPARATE WRITTEN INSTRUMENT SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE. SELLER OBJECTS TO ANY DIFFERENT, INCONSISTENT, CONFLICTING, SUPPLEMENTAL OR ADDITIONAL TERMS OR CONDITIONS AND HEREBY REJECTS SUCH, WHETHER CONTAINED IN PREVIOUS OR SUBSEQUENT PROPOSALS OR COMMUNICATIONS (WHETHER ORAL OR WRITTEN) FROM OR WITH BUYER OR IMPLIED BY TRADE, CUSTOM, PRACTICE, COURSE OF DEALING OR USAGE IN THE TRADE. BUYER AND SELLER AGREE THAT THESE TERMS AND CONDITIONS, AS MAY BE SUBSEQUENTLY MODIFIED BY SELLER FROM TIME TO TIME, ARE ACCEPTED IN GOOD FAITH BY BOTH PARTIES AS THE COMPLETE AND FINAL EXPRESSION OF THE TERMS AND CONDITIONS GOVERNING TRANSACTIONS BETWEEN THEM, AND FURTHER AGREE THAT THERE SHALL BE NO “BATTLE OF THE FORMS” AS DESCRIBED IN SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE.
Ordering Procedure.
- Purchase Orders. Buyer shall issue to Seller Purchase Orders (containing applicable Basic Purchase Order Terms that are consistent with these Terms and Conditions) (“Purchase Orders”), in written form via e-mail, or United States mail. By issuing a Purchase Order to Seller, Buyer makes an offer to purchase Goods pursuant to these Terms and Conditions and the Basic Purchase Order Terms contained in such Purchase Order, and on no other terms. For the avoidance of doubt, any variations made to the terms and conditions of these Terms and Conditions by Buyer in any Purchase Order are void and have no effect. Buyer shall be obligated to purchase from Seller quantities of Goods specified in a Purchase Order.
- Acceptance, Rejection, and Cancellation of Purchase Orders. Seller accepts a Purchase Order by confirming the order in writing or by delivering the applicable Goods to Buyer, whichever occurs first. Seller may reject a Purchase Order or cancel a previously accepted Purchase Order, which it may do without liability or penalty, and without constituting a waiver of any of Seller's rights or remedies under these Terms and Conditions or any Purchase Order, by providing written notice to Buyer specifying the applicable date of rejection or cancellation:
  - if any one or more of the events described under Sections 6.2(a)-(d) has occurred;
  - pursuant to Seller's rights under Section 4(b) or Section 5.4(c); or
  - pursuant to Seller's rights under the last sentence of Section 6.

Shipment, Delivery, Acceptance, and Inspection.
- Shipment. Unless otherwise expressly agreed by the Parties in writing, Seller shall select the method of shipment of and the carrier for the Goods. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale and Buyer shall pay for the Goods shipped, in accordance with the payment terms specified in Section 3, whether such shipment is in whole or partial fulfillment of a Purchase Order.
- Packaging and Labeling. Seller shall properly pack, mark, and ship Goods and provide Buyer with shipment documentation showing the Purchase Order number, Seller's identification number for the subject Goods, the quantity of pieces in shipment, the number of cartons or containers in shipment and Seller's name,.
- Delivery. Unless otherwise expressly agreed by the Parties in writing, Seller shall deliver the Goods to the Delivery Location, using Seller's standard methods for packaging and shipping such Goods.
- Late Delivery. Any time quoted for delivery is an estimate only; provided, however, that Seller shall use commercially reasonable efforts to deliver all Goods on or before the Requested Delivery Date. Subject to Buyer's rights under this Section 4, no delay in the shipment or delivery of any Good relieves Buyer of its obligations under these Terms and Conditions, including accepting delivery of any remaining installment or other orders of Goods.
- Transfer of Title and Risk of Loss.
  - Title to Goods shipped under any Purchase Order passes to Buyer upon Seller's tender of the Goods to the carrier at Seller’s facility.
  - Risk of loss to Goods shipped under any Purchase Order passes to Buyer upon Seller's tender of such units to the carrier at Seller’s facility.
- Inspection. Buyer shall inspect Goods received under these Terms and Conditions within sixty (60) days of receipt of such Goods ("Inspection Period") and either accept or, only if any such Goods are Nonconforming Goods, request a return pursuant to the terms of the Product Return Policy. Buyer will be deemed to have accepted Goods unless it provides Seller with written Notice of any Nonconforming Goods pursuant to the terms of the Product Return Policy. All defects and nonconformities that are not so specified will be deemed waived by Buyer, such Goods shall be deemed to have been accepted by Buyer, and no attempted revocation of acceptance will be effective. If Buyer notifies Seller of any Nonconforming Goods within one hundred eighty (180) days from the date of shipment of the Goods, Seller shall determine, in its reasonable discretion, whether the Goods are Nonconforming Goods. If Seller determines that such Goods are Nonconforming Goods, Seller shall, in its sole discretion, either:
  - replace such Nonconforming Goods with conforming Goods; or
  - repair such Nonconforming Goods.

Buyer shall ship, at Buyer's expense and risk of loss, all Nonconforming Goods to Seller's facility located at 240 Industrial Park Lane, Decatur, Tennessee 37322 or to such other location as Seller may instruct Buyer in writing. If Seller exercises its option to replace Nonconforming Goods, Seller shall ship to the Delivery Location, at Seller's expense and risk of loss, the replacement Goods.

THE REMEDIES SET FORTH IN THIS SECTION 4.6 AND THE PRODUCT RETURN POLICY ARE BUYER'S EXCLUSIVE REMEDY FOR THE DELIVERY OF NONCONFORMING GOODS, SUBJECT TO BUYER'S RIGHTS UNDER SECTION 9.5 WITH RESPECT TO ANY SUCH GOODS FOR WHICH BUYER HAS ACCEPTED DELIVERY UNDER THIS SECTION 4.6.

Limited Right of Return. Except as provided under Section 6, Section 9.5, and Section 9.8, Buyer has no right to return Goods shipped to Buyer pursuant to these Terms and Conditions.

Price and Payment.
- Price. Buyer shall purchase the Goods from Seller at the prices published by Seller ("Prices").
- Shipping Charges, Insurance, and Taxes. Buyer shall pay for, and shall hold Seller harmless from, all shipping charges and insurance costs. In addition, all Prices are exclusive of, and Buyer is solely responsible for and shall pay, and shall hold Seller harmless from, all Taxes, with respect to, or measured by, the manufacture, sale, shipment, use, or Price of the Goods (including interest and penalties thereon).
- Payment Terms. Seller shall issue periodic invoices to Buyer for all Goods ordered in the previous period. Buyer shall pay to Seller all invoiced amounts within thirty (30) days (unless Seller consents to other terms in writing) following the later of (a) Buyer's receipt of Seller's invoice or (b) Buyer's receipt of the applicable Goods. Buyer shall make all payments by check, wire transfer, or automated clearing house.
- Buyer's Unsatisfactory Credit Status. Each issuance of a Purchase Order to Seller will constitute Buyer's representation and warranty that Buyer is solvent and is able to pay for the Goods identified in such Purchase Order in accordance with the terms of these Terms and Conditions. Buyer shall furnish Seller with statements accurately and fairly evidencing Buyer's financial condition as Seller may, from time to time, reasonably request. Buyer shall be in compliance with all obligations to Buyer's creditors as and when such obligations are due and owing in the ordinary course of Buyer's business. Buyer shall notify Seller, in writing, immediately of any and all events that have had or may have a material adverse effect on Buyer's business or financial condition, including any change in management, sale, lease, or exchange of a material portion of Buyer's assets, a change in Control of Buyer, or the breach of any loan covenants or other material obligations of Buyer to its creditors. If, at any time, Seller determines in its sole discretion that Buyer's financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Seller's other right under these Terms and Conditions, at law or in equity, Seller may without liability or penalty, take one or more of the following actions:
  - on thirty (30) day's prior written Notice, modify the payment terms specified in Section 3 for outstanding and future purchases, including requiring Buyer to pay for Goods on a cash in advance or cash on delivery basis;
  - reject any Purchase Orders received from Buyer;
  - cancel any previously accepted Purchase Orders;
  - delay or withhold any further shipment of Goods to Buyer;
  - stop delivery of any Goods in transit and cause such Goods in transit to be returned to Seller;
  - on sixty (60) days' prior written Notice, terminate theses Terms and Conditions, including any Purchase Orders;
  - accelerate the due date of all amounts owing by Buyer to Seller.

No action taken by Seller under this Section 5.3 (nor any failure of Seller to act under this Section 5.3) constitutes a waiver by Seller of any of its rights and remedies under these Terms and Conditions, including its right to enforce Buyer's obligation to make payments as required hereunder.

Invoice Disputes. Buyer shall notify Seller in writing of any dispute with any invoice (along with substantiating documentation and a reasonably detailed description of the dispute) within five (5) days from Buyer's receipt of such invoice. Buyer will be deemed to have accepted all invoices for which Seller does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices within the period set forth in Section 3. The Parties shall seek to resolve any such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Buyer shall continue performing its obligations under these Terms and Conditions during any such dispute, including Buyer's obligation to pay all due and undisputed invoice amounts in accordance with the terms of these Terms and Conditions.
Late Payments. Buyer shall reimburse Seller for all reasonable costs incurred by Seller in collecting any late payments, including attorneys' fees and court costs. In addition to all other remedies available under these Terms and Conditions or at Law (which Seller does not waive by the exercise of any rights under these Terms and Conditions), if Buyer fails to pay any undisputed amounts when due under these Terms and Conditions, Seller may (a) suspend the delivery of any Goods, or (b) reject Buyer's Purchase Orders or cancel accepted Purchase Orders pursuant to the terms of Section 2.
No Set-off Right. Buyer shall not, and acknowledges that it will have no right, under these Terms and Conditions, any Purchase Order, any other agreement, document or Law to, withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Seller, whether under these Terms and Conditions or otherwise, against any other amount owed (or to become due and owing) to it by Seller, whether relating to Seller's breach or non-performance of these Terms and Conditions, any Purchase Order, any other agreement between (a) Buyer or any of its Affiliates and (b) Seller, or otherwise.
Security Interest. To secure Buyer's prompt and complete payment and performance of any and all present and future indebtedness of Buyer to Seller, Buyer hereby grants Seller a security interest, in all inventory of goods purchased by Buyer from Seller, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Seller may file a financing statement for such security interest and Buyer shall execute such statements or other documentation necessary to perfect Seller's security interest in such Goods. Buyer also authorizes Seller to execute, on Buyer's behalf, such statements or other documentation necessary to perfect Seller's security interest in such Goods. Seller shall be entitled to all applicable rights and remedies of a secured party under applicable Law.

Termination.
- Seller's Right to Terminate. Seller may terminate these Terms and Conditions, including any part of a Purchase Order, by providing written Notice to Buyer:
  - if Buyer fails to pay any amount when due under these Terms and Conditions ("Payment Failure");
  - if Buyer is in breach of any representation, warranty or covenant of Buyer under these Terms and Conditions (other than committing a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within a commercially reasonable period of time (in no case exceeding ninety (90) days) after Buyer's receipt of written Notice of such breach;
  - pursuant to and in accordance with Section 5.4(f); or
  - if Buyer (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Any termination under this Section 6.1 will be effective on Buyer's receipt of Seller's written Notice of termination or such later date (if any) set forth in such Notice.

Effect of Expiration or Termination.
- Upon the expiration or earlier termination of these Terms and Conditions, including any part of a Purchase Order, all indebtedness of Buyer to Seller under these Terms and Conditions of any kind, shall become immediately due and payable to Seller, without further notice to Buyer.
- Termination of these Terms and Conditions will not affect any rights or obligations of the Parties that:
  - come into effect upon or after termination or expiration of these Terms and Conditions; or
  - otherwise survive the termination of these Terms and Conditions pursuant to Section 3 and were incurred by the Parties prior to such termination.
- Any Notice of termination under these Terms and Conditions automatically operates as a cancellation of any deliveries of Goods to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Goods had been accepted by Seller. With respect to any Goods that are still in transit upon termination of these Terms and Conditions, Seller may require, in its sole discretion, that all sales and deliveries of such Goods be made on either a cash-only or certified-check basis.
- Subject to Section 2(b), the Party terminating these Terms and Conditions shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the termination of these Terms and Conditions. Termination of these Terms and Conditions will not constitute a waiver of any of either Party's rights, remedies or defenses under these Terms and Conditions, at law, in equity or otherwise.

Certain Obligations of Buyer.
- Certain Prohibited Acts. Notwithstanding anything to the contrary in these Terms and Conditions, neither Buyer nor any Buyer Personnel shall:
  - make any representations, warranties, guarantees, indemnities, similar claims, or other commitments:
    - actually, apparently or ostensibly on behalf of Seller, or
    - to any customer or other Person with respect to the Goods, which are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in these Terms and Conditions or any written documentation provided by Seller to Buyer.
  - engage in any unfair, competitive, misleading, or deceptive practices respecting Seller, Seller's Trademarks or the Goods, including any product disparagement; and
  - separate any software or accessories sold, bundled or packaged with any Good from such Good or sell, license or distribute such software on a standalone basis, or remove, translate or modify the contents or documentation of or related to such software or accessories, including any customer license agreements or warranty statements.
- Government Contracts. Buyer shall not resell Goods to any Governmental Authority or its respective agencies without Seller's prior written approval. Unless otherwise separately agreed in writing between Seller and Buyer, no provisions required in any US government contract or subcontract related thereto shall be a part of these Terms and Conditions or imposed upon or binding upon Seller, and these Terms and Conditions shall not be deemed an acceptance of any government provisions that may be included or referenced in Buyer's request for quotation, Purchase Order or any other document.
- Credit Risk on Resale of the Goods to Customers. Buyer shall be responsible for all credit risks with respect to, and for collecting payment for, all products (including Goods) sold to its customers or other third parties, whether or not Buyer has made full payment to Seller for such products. The inability of Buyer to collect the purchase price for any product shall not affect Buyer's obligation to pay Seller for any Goods.
Compliance with Laws. Buyer shall at all times comply with all Laws applicable to these Terms and Conditions, Buyer's performance of its obligations hereunder, and Buyer's use or sale of the Goods. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase, use or resale of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of resale, lease, shipment, use or otherwise, that violates any Law.
Representations and Warranties.
- Buyer's Representations and Warranties. Buyer represents and warrants to Seller that:
  - it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of these Terms and Conditions;
  - the performance of these Terms and Conditions by Buyer will not violate, conflict with, require consent under or result in any breach or default under (i) any of Buyer's organizational documents, (ii) any applicable Law or (iii) with or without notice or lapse of time or both, the provisions of any Buyer Contract;
  - it is in compliance with all applicable Laws and Buyer Contracts relating to these Terms and Conditions, the Goods and the operation of its business;
  - it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable Laws to conduct its business generally and to perform its obligations under these Terms and Conditions; and
  - it is not insolvent and is paying all of its debts as they become due.
- Seller's Representations and Warranties. Seller represents and warrants to Buyer that:
  - it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of these Terms and Conditions;
  - the performance of these Terms and Conditions by Seller will not violate, conflict with, require consent under or result in any breach or default under (i) any of Seller's organizational documents, (ii) any applicable Law or (iii) with or without notice or lapse of time or both, the provisions of any Seller Contract;
  - it is in compliance with all applicable Laws relating to these Terms and Conditions, the Goods and the operation of its business; and
  - it has obtained all licenses, authorizations, approvals, consents, or permits required by applicable Laws to conduct its business generally and to perform its obligations under these Terms and Conditions.
- Limited Product Warranty. Subject to the provisions of Sections 9.4 through 9.8 and the Product Return Policy, Seller warrants to Buyer (the "Product Warranty") that:
  - for a period of one hundred eighty (180) days from the date of shipment of a Good (the "Warranty Period"), each Good will materially conform to the specifications approved by Buyer for the Goods; and
  - Buyer will receive good and valid title to all Goods, free and clear of all encumbrances and liens of any kind.
- Product Warranty Limitations. The Product Warranty and the Product Return Policy does not apply to any Good that:
  - has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Seller;
  - has been reconstructed, repaired, or altered by Persons other than Seller or its authorized Representative; or
  - has been used with any Third-Party Products, hardware, or product that has not been previously approved in writing by Seller.
- Buyer's Exclusive Remedy for Defective Goods. Notwithstanding any other provision of these Terms and Conditions (except for Section 8), this Section 9.5 and the Product Return Policy contains Buyer's exclusive remedy for Defective Goods. Buyer's remedy under this Section 9.5 is conditioned upon Buyer's compliance with the Product Return Policy.

Buyer has no right to return for repair, replacement, credit, or refund any Good except as set forth in this Section 9.5 and the Product Return Policy (or if otherwise applicable, Section 4.6 or Section 9.8). In no event shall Buyer reconstruct, repair, alter or replace any Good, in whole or in part, either itself or by or through any third party.

SUBJECT TO SECTION 9.8, THIS SECTION 9.5 AND THE PRODUCT RETURN POLICY SETS FORTH BUYER'S SOLE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED PRODUCT WARRANTY SET FORTH IN SECTION 9.3.

DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.2 AND THE PRODUCT WARRANTY SET FORTH IN SECTION 9.3 AND THE PRODUCT RETURN POLICY, (A) NEITHER SELLER NOR ANY PERSON ON SELLER'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR PERFORMANCE OF GOODS OR PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 9.2 AND 9.3 OF THESE TERMS AND CONDITIONS AND THE PRODUCT RETURN POLICY.
Third-Party Products. Buyer acknowledges that the Goods purchased by Buyer under these Terms and Conditions may contain, be contained in, incorporated into, attached to, or packaged together with products manufactured by a third party ("Third-Party Products"). Third-Party Products are not covered by the warranty in Section 3 and the Product Return Policy. For the avoidance of doubt, Seller makes no representations or warranties with respect to any Third-Party Products.
Withdrawal of Goods. If Seller determines that any Goods sold to Buyer may be Defective, at Seller's request, Buyer shall withdraw all similar Goods from sale and, at Seller's option, either return such Goods to Seller (pursuant to the terms of the Product Return Policy) or destroy the Goods and provide Seller with written certification of such destruction. Notwithstanding the limitations of Section 5, if Buyer returns all withdrawn Goods or destroys all withdrawn Goods and provides Seller with written certification of such destruction within thirty (30) days following Seller's withdrawal request, in either case, consistent with Seller's instructions, unless any such defect has not been caused or contributed to by any of the factors described under Section 9.4, Seller shall (a) repair or replace all such returned Goods or (b) replace such destroyed Goods, in either case, pursuant to the terms of the Product Return Policy. THIS SECTION 9.8 SETS FORTH BUYER'S SOLE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY GOODS THAT ARE WITHDRAWN PURSUANT TO THIS SECTION 9.8.

Indemnification.
- Mutual Indemnification. Subject to the terms and conditions of these Terms and Conditions, including those set forth in Section 2, each Party (as "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under these Terms and Conditions and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, "Losses"), arising out or resulting from any third-party Claim or any direct Claim against Indemnifying Party alleging:
  - a breach or non-fulfillment of any of Indemnifying Party's representations, warranties, or covenants set forth in these Terms and Conditions;
  - any grossly negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of these Terms and Conditions;
  - any bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or grossly negligent acts or omissions of Indemnifying Party or its Personnel; or
  - any failure by Indemnifying Party or its Personnel to materially comply with any applicable Laws.

Notwithstanding anything to the contrary in these Terms and Conditions, this Section 10.1 does not apply to any Claim (whether direct or indirect) for which a sole or exclusive remedy is provided for under another section of these Terms and Conditions, including Section 4.4, Section 4.6, Section 9.5, and Section 9.8.

Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in these Terms and Conditions, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party's or its Personnel's:
- gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
- bad faith failure to materially comply with any of its obligations set forth in these Terms and Conditions; or
- use of the Goods in any manner not otherwise authorized under these Terms and Conditions or that does not materially conform with any usage guidelines provided by Seller.
EXCLUSIVE REMEDY. THIS SECTION 10 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY FOR EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 10.

Limitation of Liability.
- NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THESE TERMS AND CONDITIONS, LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR THEIR REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS AND CONDITIONS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- MAXIMUM LIABILITY FOR DAMAGES. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THESE TERMS AND CONDITIONS, LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SELLER PURSUANT TO THESE TERMS AND CONDITIONS IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
- ASSUMPTION OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS.
Intellectual Property Rights.
- Ownership. Buyer acknowledges and agrees that:
  - except to the extent provided in a separate written agreement between Buyer and Seller, Seller (or its licensors) will retain all Intellectual Property Rights used to create, embodied in, used in, and otherwise relating to the Goods and any of their component parts;
  - any and all Seller's Intellectual Property Rights are the sole and exclusive property of Seller or its licensors;
  - Buyer shall not acquire any ownership interest in any of Seller's Intellectual Property Rights under these Terms and Conditions;
  - any goodwill derived from the use by Buyer of Seller's Intellectual Property Rights inures to the benefit of Seller or its licensors, as the case may be;
  - if Buyer acquires any Intellectual Property Rights in or relating to any product (including any Good) purchased under these Terms and Conditions (including any rights in any Trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Seller or its licensors, as the case may be, without further action by either Party; and
  - Buyer shall use Seller's Intellectual Property Rights only in accordance with these Terms and Conditions and any instructions of Seller.
- Prohibited Acts. Buyer shall not:
  - take any action that interferes with any of Seller's rights in or to Seller's Intellectual Property Rights, including Seller's ownership or exercise thereof;
  - challenge any right, title, or interest of Seller in or to Seller's Intellectual Property Rights;
  - make any claim or take any action adverse to Seller's ownership of Seller's Intellectual Property Rights;
  - register or apply for registrations, anywhere in the world, for Seller's Trademarks or any other Trademark that is similar to Seller's Trademarks or that incorporates Seller's Trademarks;
  - use any mark, anywhere, that is confusingly similar to Seller's Trademarks;
  - engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under these Terms and Conditions (including Goods) or any Seller Trademark;
  - misappropriate any of Seller's Trademarks for use as a domain name without prior written consent from Seller; or
  - alter, obscure, or remove any of Seller's Trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under these Terms and Conditions (including Goods), marketing materials, or other materials that Seller may provide.

Confidentiality.
- Scope of Confidential Information. Either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party") information about its business affairs, goods and services, confidential information and materials comprising or relating to Intellectual Property Rights, Trade Secrets, third-party confidential information, and other sensitive or proprietary information. Such information, as well as the terms of these Terms and Conditions, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," is collectively referred to as "Confidential Information" hereunder. Notwithstanding the foregoing, Confidential Information does not include information that at the time of disclosure:
  - is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 13 by the Receiving Party or any of its Representatives;
  - is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;
  - was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party;
  - was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or
  - is required to be disclosed pursuant to applicable Law.
- Protection of Confidential Information. The Receiving Party shall, for five (5) years from receipt of such Confidential Information:
  - protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
  - not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms and Conditions; and
  - not disclose any such Confidential Information to any Person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms and Conditions.

The Receiving Party shall be responsible for any breach of this Section 13 caused by any of its Representatives. On the termination of these Terms and Conditions, the Receiving Party and its Representatives shall promptly return all Confidential Information and copies thereof that it has received under these Terms and Conditions.

Tooling. All Tooling used to manufacture the Goods is owned by Seller ("Seller Tooling"). Buyer has no right, title, or interest in or to any of the Seller Tooling.
Access and Audit Rights. Buyer hereby grants Seller access to Buyer's operations, facilities, books and records, correspondence, writings, drawings, and receipts related to the Goods for the purpose of ensuring Buyer's compliance with these Terms and Conditions. Buyer shall also cooperate fully with Seller with respect to all reasonable requests of Seller relating to the foregoing access rights.
Miscellaneous.
- Further Assurances. Upon a Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to these Terms and Conditions.
- Relationship of the Parties. The relationship between Seller and Buyer is solely that of vendor and vendee, and they are independent contracting parties. Nothing in these Terms and Conditions creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
- Survival; Statute of Limitations. Subject to the limitations and other provisions of these Terms and Conditions: (a) the representations and warranties of the Parties contained herein will survive the termination of these Terms and Conditions for a period of twelve (12) months after such termination; and (b) any provision that, in order to give proper effect to its intent, should survive such termination, will survive the termination of these Terms and Conditions for the period specified therein, or if nothing is specified for a period of twelve (12) months after such termination. All other provisions of these Terms and Conditions will not survive the termination of these Terms and Conditions. Notwithstanding any right under any applicable statute of limitations to bring a claim, no Action based upon or arising in any way out of these Terms and Conditions may be brought by either Party after the expiration of the applicable survival or other period set forth in this Section 3 and the Parties waive the right to file any such Action after the expiration of the applicable survival or other period; provided, however, that the foregoing waiver and limitation do not apply to the collection of any amounts due to Seller under these Terms and Conditions.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms and Conditions (each, a "Notice") must be in writing and addressed to the other Party at its address set forth in the preamble of these Terms and Conditions (or to such other address that the receiving Party may designate from time to time in accordance with this section). All Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms and Conditions, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
- Interpretation. For purposes of these Terms and Conditions: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to these Terms and Conditions as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms and Conditions: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, these Terms and Conditions; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted these Terms and Conditions without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of these Terms and Conditions to the same extent as if they were set forth verbatim herein.
- Headings. The headings in these Terms and Conditions are for reference only and do not affect the interpretation of these Terms and Conditions.
- Severability. If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify these Terms and Conditions to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Amendment and Modification. No amendment to these Terms and Conditions is effective unless it is in writing, identified as an amendment to these Terms and Conditions and signed by an authorized Representative of each Party.
- Waiver.
  - No waiver under these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of the Party waiving its right.
  - Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.
  - None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from these Terms and Conditions:
    - any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under these Terms and Conditions; or
    - any act, omission, or course of dealing between the Parties.
  - Cumulative Remedies. All rights and remedies provided in these Terms and Conditions are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. Notwithstanding the previous sentence, the Parties intend that Buyer's rights under Section 4, Section 4.6, Section 9.5, and Section 10 are such Party's exclusive remedies for the events specified therein.
  - Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 13 would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 11.
  - Assignment. Buyer may not assign any of its rights or delegate any of its obligations under these Terms and Conditions without the prior written consent of Seller. Seller may assign any of its rights or delegate any of its obligations to any Person acquiring all or substantially all of Seller's assets. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under these Terms and Conditions.
  - Successors and Assigns. These Terms and Conditions is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.
  - No Third-Party Beneficiaries. Except as expressly set forth in the second sentence of this Section 14, these Terms and Conditions benefits solely the parties to these Terms and Conditions and their respective permitted successors and permitted assigns, and nothing in these Terms and Conditions, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms and Conditions.
  - Governing Law. These Terms and Conditions, including all exhibits, schedules, attachments and appendices attached hereto and thereto, and all matters arising out of or relating to these Terms and Conditions, are governed by and construed in accordance with, the Laws of the State of Tennessee, United States of America, without regard to the conflict of laws provisions thereof. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
  - Choice of Forum. Each Party irrevocably and unconditionally agrees that it shall not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to these Terms and Conditions, including all exhibits, schedules, attachments and appendices attached hereto and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Eastern District of Tennessee or, if such court does not have subject matter jurisdiction, the courts of the State of Tennessee sitting in Meigs County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in the United States District Court for the Eastern District of Tennessee or, if such court does not have subject matter jurisdiction, the courts of the State of Tennessee sitting in Meigs County. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
  - Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under these Terms and Conditions, including any exhibits, schedules, attachments, and appendices attached to these Terms and Conditions, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms and Conditions, including any exhibits, schedules, attachments, and appendices attached to these Terms and Conditions, or the transactions contemplated hereby. Each Party certifies and acknowledges that (a) no Representative of the other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into these Terms and Conditions by, among other things, the mutual waivers and certifications in this Section.
  - Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms and Conditions; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials. The Impacted Party shall give notice within fifteen (15) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 16.18, either Party may thereafter terminate these Terms and Conditions upon thirty (30) days' written notice.

Security & Privacy

PRIVACY POLICY

Your privacy is very important to Storm Power Components. We do not sell or provide our customer information to any other party. Please read the following to learn more about our Privacy Policy.

Storm Manufacturing Company d/b/a Storm Power Components Co., its subsidiaries and affiliates (collectively the “Company”) recognizes the importance of protecting the privacy of personal information collected from users of this website and other websites of the Company (collectively, the “Website”). This privacy statement discloses how we collect, use, and share this information. By accessing the Website, you are agreeing to the terms of this Privacy statement and the Terms of Usage Agreement. This Privacy Policy may be updated from time to time without notice so please check back periodically.

This site is restricted to users from the United States and those not governed by Privacy Polices of European Union. Users from other countries are advised not to disclose personally identifiable information on this Website, because the protection of their information will be under US law and may be different from the laws of their home country.

GENERAL SECURITY POLICY

The Company is aware of your privacy concerns and strives to collect only as much data as is required to make your experience in using the Website efficient and satisfying in an unobtrusive manner.

The security of your personal information is important to us. When you enter sensitive information (such as credit card number and/or business or personal identification numbers) on our registration, information request forms or order forms, we encrypt that information using encryption technology. We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it, however, no method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

If you have any questions about security on our Website, please contact us.

INFORMATION COLLECTION

As is true of most Web sites, when you access the Website we gather certain information automatically and store it in log files. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, the pages you visit, operating system, date/time stamp, clickstream data and if you linked to our Website from another website, the address of that website. We use this information, which does not identify individual users, to analyze trends, administer the Website, track users’ movements around the Website and gather demographic information about our user base as a whole. We do not link this automatically-collected data to personally identifiable information.

If you purchase a product or service from us, we request certain personally identifiable information from you on our order form. You must provide contact information (such as name, email, and shipping address) and financial information (such as credit card number, expiration date). We use this information for billing purposes, to fill your orders and to respond to your inquiries. If we have trouble processing an order, we will use this information to contact you. We will use your financial information to bill you for products and services or process your transaction. By making a purchase on the Website, you consent to us providing your financial information to our service partners and other third parties as we determine necessary to process your transactions.

We do not collect personally identifiable information about you except when you specifically provide this information on a voluntary basis. We will make commercially reasonable efforts to ensure that whatever information you provide will be maintained in a secure environment.

We may make available services (for example, message boards, forums, chat functionality and blogs, among other services) to which you are able to post information and materials through the Website. Please note that any information you disclose through such services or otherwise on the Website becomes public information and may be available to visitors to the Website and to the general public. We urge you to exercise discretion and caution when deciding to disclose personal information, or any other information, on the Website. WE ARE NOT RESPONSIBLE FOR THE USE OF ANY PERSONAL INFORMATION YOU VOLUNTARILY DISCLOSE THROUGH THESE SERVICES OF THE WEBSITE.

COOKIES

"Cookies" are small text files a website can use to recognize repeat users. We use cookies to recognize visitors and more quickly provide personalized content or grant you unimpeded access to the website. With cookies enabled, you will not need to fill in password or contact information.

Information gathered through cookies also helps us measure use of our Website. Cookie data allow us to track usage behavior and compile data that we can use to improve the Website. This data will be used in aggregate form and no specific users will be tracked.

Generally, cookies work by assigning a unique number to the user that has no meaning outside of the Web site that he or she is visiting. You can easily turn off cookies. Most browsers have a feature that allows the user to refuse cookies or issues a warning when cookies are being sent. However, our site will not function properly without cookies. Enabling cookies ensures a smooth, efficient visit to our website.

We use a third-party tracking service that uses cookies to track non-personally identifiable information about visitors to our site in the aggregate to capture usage and volume statistics to help us improve our site. We have no access or control over these cookies.

This privacy statement covers the use of cookies by the Company’s Website only and does not cover the use of cookies by any third party.

INFORMATION USE

The Company reserves the right to perform statistical analyses of user behavior and characteristics. We do this in order to measure interest in and use of the various areas of the website.

The Company collects IP addresses for system administration and record keeping. Your IP address is automatically assigned to your computer when you use the World Wide Web. Our servers record incoming IP addresses. The IP addresses are analyzed only in aggregate and no connection is made between you and your computer's IP address. By tracking IP addresses, we can determine which sites refer the most people to the Website. (Think of an IP address like your zip code; it tells us in general terms where you're from.)

CUSTOMER SERVICE

Based upon the personally identifiable information you provide us, we may send you a welcoming email to verify your username and password. We will also communicate with you in response to your inquiries, to provide the services you request, and to manage your account. We will communicate with you by mail, email or telephone, in accordance with your wishes.

SHARING INFORMATION

Service Providers

We use independent third parties to provide billing services on our site. When you purchase a product or service from us, we will share contact and credit card information as necessary for the third party to provide that service. These third parties are prohibited from using your personally identifiable information for any other purpose including their own marketing purposes.

We may transfer any and all information that we collect from Website users to an affiliate or a third party in the event of any reorganization, merger, sale, joint venture, assignment, transfer or other disposition of all or any portion of the Company’s business, assets or stock (including without limitation in connection with any bankruptcy or similar proceedings).

Links to Other Sites

This Website contains links to other sites that are not owned or controlled by the Company. Please be aware that we are not responsible for the privacy practices of such other sites.

We encourage you to be aware when you leave our site and to read the privacy statements of each and every Web site that collects personally identifiable information.

This Privacy Policy applies only to information collected by the Company’s Website.

ACCESS TO PERSONALLY IDENTIFIABLE INFORMATION

If your personally identifiable information changes, or if you no longer desire our service, you may correct, update, delete or deactivate it by making the change on your account page or by contacting us via the Contact Us feature at the bottom of the first page on this Website. We will respond to any request within 30 days.

LEGAL DISCLAIMER

We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or to comply with a judicial proceeding, court order, or legal process served on the Company.

CHANGES IN THIS PRIVACY POLICY

If we decide to change our Privacy Policy, we will post those changes to this Privacy Policy on the home page, or other places we deem appropriate so that you may be aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. We reserve the right to modify this Privacy Policy at any time, so please review it frequently.

PRIVACY OF CHILDREN

The Company is dedicated to protecting the rights and privacy of children online. While the Website is not directed at children under age 18, we recognize that they may visit the site. We do not collect information from children that we know are under age 18 and we request that children under age 18 do not provide personally identifiable information through the Website.

CONTACT US

If you have any questions or suggestions regarding our privacy policy, please contact us.

Website Legal

Terms and Conditions

SCOPE OF TERMS

Welcome to our website and the services of Storm Manufacturing Corporation d/b/a/ Storm Power Components., its subsidiaries and affiliated companies (collectively the “Company”) available at this website and other websites of the Company (collectively, the “Website”). The Website and services and products offered are intended for access to the domains and content associated with the Website including, but not limited to, product description and information, manuals, product purchases, articles, reference and communication tools, message boards and search services (collectively the “Service”). The Service is owned and operated by the Company. When we refer to “us,” “our,” “we” and words of similar import, we mean the Company. Reference to “Website” means this internet website and all other Websites of the Company. Reference to the Website includes the Website and the Service, or either of them as the context implies.

Access to the Website is provided in accordance with the following terms (“Terms”). By using the Website, you electronically agree to be legally bound by the Terms, which govern your use of the Website. If you do not agree to all of these Terms, please immediately discontinue any further use of the Website. Your failure to follow the Terms may result in suspension or termination of your access to the Website.

We may change these Terms at any time without notice. The most current version will be available by clicking on a link at the bottom of the first page on our Website. Continued access to the Website by you will constitute your acceptance of any changes or revisions to the Terms. You are bound by any such changes and should therefore visit this page periodically to review these Terms of Use.

Note that special terms might apply to some services, products or features offered on certain other Websites of the Company. These terms are posted in connection with the applicable service, product or feature. Any such terms are in addition to these Terms of Usage, and in the event of a conflict, prevail over these Terms of Usage.

GENERAL USAGE RULES

You agree not to disrupt, modify or interfere with Website, or its associated software, hardware, and/or servers in any way, and you agree not to impede or interfere with others' use of the Website. You further agree not to alter or tamper with any information or materials on or associated with Website.

Other than connecting to service provider's servers by http requests using a web browser, you may not attempt to gain access to our service provider's servers by any means. You agree not to access the Website by any means other than through the interface that is provided by us for use in accessing the Website.

TERMS AND CONDITIONS FOR PURCHASES OF PRODUCTS.

All orders are subject to the Company’s standard conditions and terms of sale, unless otherwise agreed to in writing by the Company.

Intellectual Property

You acknowledge and agree that the Website and the information, content and software presented to you through or by the Website or used in connection with the Website, including user look and feel, contain proprietary and confidential information that is protected under U.S. and international intellectual property laws, including those pertaining to the protection of copyrights, trademarks, service marks, and patents, and security components that protect digital information. Except as expressly authorized by us, you agree not to sell, rewrite, modify, redistribute, create derivative works, or rent any part of the Website or any information presented to you through the Website, in whole or in part. You may not, without the prior written permission of the Company, “mirror” on any other server any material contained on any Company Website.

You may look at the Website online, download individual articles or manuals to your personal or handheld computer for later reading, and even print a copy of an article or manual for yourself. You may not remove any copyright notices from our materials. We reserve all of our other rights not granted in these Terms.

COPYRIGHT NOTICE

Copyright and other relevant intellectual property rights exist on all text relating to the Company’s services and the full content of this website. This Company’s logo is a registered trademark of this Company. Product names, slogans, phrases and specific services of this Company featured on this web site are trademark protected.

LICENSE

We grant you a personal, non-exclusive, non-transferable, limited and revocable license to use the Website in accordance to with these Terms. You may not use the Website in a manner that exceeds the rights granted for your use of the Website, which includes unauthorized copying or distribution of any of the content displayed or used in the Website or creating an unauthorized derivative work. You may not sub-license, transfer, sell or assign your right to access or use Website to any third party without prior our written approval. Any attempt to do so will be null and void and shall be considered a material breach of the Terms.

ACCOUNTS

Some services on the Website permit or require you to create an account to participate or order products or services. Any such participation is voluntary on your part. If you elect to participate, you agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph. You also agree to notify us promptly of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to any Company Website. We may suspend or terminate your account and your ability to use any Company Website or portion thereof for failure to comply with these Terms or any special terms related to a particular service, product or feature.

INFORMATION PROVIDED BY YOU

If you upload materials, content or information (collectively, “Information”) to areas of the Website that are available to other users, you give us an irrevocable, perpetual license to use, reproduce, modify, adapt, and publicly display the Information. Please refer to our Privacy Policy for an explanation of how we use your information and your rights to change or delete it. A link to our Privacy Policy is provided at the bottom of the first page of this Website.

You acknowledge that any Information that you upload to any section of the Website that is available for public comment such as a blog or chat room is a public and not private communication and you have no expectation of privacy with regard to such Information. You are responsible for any Information which you upload.

You understand and agree that any Information uploaded to the site by anyone other than the Company that you use or rely upon is at your own risk and the Company has no responsibility for the accuracy of any such Information. Therefore, you should be careful and exercise common sense and good judgment in relying upon any such Information.

Restrictions Applicable to Use

In connection with your use of the Website, you may not post, email, transmit or otherwise distribute: (a) Information infringing on intellectual property or privacy rights of others; (b) Information that is unlawful, illegal, harmful, obscene, defamatory, harassing, abusive, bigoted, hateful, racially or otherwise offensive or slanderous in our sole opinion; (c) Information that is harmful to minors in any way; (d) viruses or other harmful computer code designed to interrupt, destroy or limit the use of any computer software or hardware, (e) is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations); or (f) infringes or violates any right of a third party including: (1) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (2) right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity; or (3) any confidentiality obligation. We reserve the right, but disclaim any obligation or responsibility, to refuse to post or communicate or remove any user submission from any Company Website that violates these Terms. In addition, you may not engage in any conduct to: (a) collect information about others; (b) interfere with the Website or the servers or other technology hardware used by the Website; (c) inhibit others from using the Website, (d) allow any other person or entity to use your password or other identification; or (f) violate any law or regulation.

The Website may contain links to third party websites that are maintained by others. Any such links are provided solely as a convenience to you and not as an endorsement by the Company of the contents of such third-party websites. The Company is not responsible for the content of linked third-party sites and does not make any representations or warranties regarding the content or accuracy of materials on such third-party websites or the privacy practices of such third parties. If you decide to access linked third-party websites, you do so at your own risk.

DISCLAIMERS OF WARRANTIES

WE PROVIDE THE WEBSITE “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS WARRANTIES OR GUARANTEES ABOUT THE WEBSITE. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM IMPLIED WARRANTIES THAT THE WEBSITE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, INCLUDING ANY INFORMATION OR CONTENT OBTAINED AS A RESULT OF USING THE WEBSITE, WILL BE EFFECTIVE, RELIABLE, ACCURATE, OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES SHALL CREATE A WARRANTY. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS CONTRACT CANNOT CHANGE. YOU USE THE WEBSITE AT YOUR OWN RISK.

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE OR OUR SERVICE PROVIDERS KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE SERVICE PROVIDERS' LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY LAW.

THIS DISCLAIMER ON LIMITATION OF WARRANTIES AND LIMITATIONS OF DAMAGES IS IN ADDITION TO ANY DISCLAIMER OR LIMITATION OF WARRANTIES AND ANY LIMITATION OF DAMAGES APPLICABLE TO ANY PRODUCTS YOU PURCHASE ON THE WEBSITE.

Indemnity

You agree to defend, indemnify, and hold us, our officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and related fees and expenses, resulting from, or alleged to result from, your violation of these Terms.

NOTICE AND TAKE DOWN PROCEDURES AND COPYRIGHT AGENT

If you believe any materials accessible on or from the Website infringe your copyright, trademark or other legal rights, you may request removal of those materials (or access thereto) from the Website by contacting us by means of the Contact Us link on the bottom of the first page of the Website.

TERMINATION AND MODIFICATION

You agree that we may without prior notice, discontinue, temporarily or permanently, the Website (or any part thereof) or eliminate your account, any associated email address, and remove any information you uploaded or provided to the Website with or without notice. Cause for termination shall include, but not be limited to, (a) violations of these Terms, (b) requests by law enforcement or other government agencies, (c) a request by you (d) discontinuance or material modification to the Website, or (e) technical or security issues or problems.

ENTIRE AGREEMENT

The Terms and the policies, rules and guidelines posted on the Website constitute the entire contract between you and us concerning the Website and supersede all previous written or oral contracts. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Choice of Law and Place for Resolving Disputes

The law of the State of Tennessee governs this contract and any claim or dispute that you may have against us, without regard to its conflict of laws, rules, and the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be exclusively resolved by a state court located in Hamilton County, Tennessee. You irrevocably consent to the venue and jurisdiction of such courts.

BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE COURTS IN HAMILTON COUNTY, TENNESSEE OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN HAMILTON COUNTY, TENNESSEE FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS

Assignments

We may assign this contract at any time without notice to you. You may not assign this contract to anyone else.

ACCEPTANCE OF AGREEMENT

Your continued use of the Website constitutes your acceptance of these Terms as a legal contract and the equivalent of an electronic signature. Users warrant and represent that they are at least eighteen (18) years of age. Users and the person accepting this Agreement on behalf of any user that is a proprietorship, corporation, partnership or other entity, represent that such person is duly authorized by all necessary and appropriate corporate or other action to accept this contract on behalf of the user.

Ext. Providers

External Provider Terms and Conditions

1. Storm Power Components (Storm) reserves the right to determine method of communication with External Providers ( Suppliers of Product or Services ) including but not limited to:

1.1. Frequency of communication including notification process for delays or other issues.

1.2. Mode of communication used based on need to include but not limited to: email, fax, web-based tools, or telephone

1.3. The right to record or otherwise document confirmation of all verbal interactions.

2. Storm reserves the right to approve or specify any special requirements, critical items, or key characteristics.

2.1. External Provider must provide deviations prior to accepting Supply Request in communication manner given.

3. Storm reserves the right of final approval of methods, processes, and equipment used to provide products and/or services stated in Supply Request.

3.1. External Providers may offer alternatives but may not implement on Supply Requests until approved by Storm. Unless otherwise agreed upon, External Provider is responsible for all costs associated with the development of alternates stated above.

3.2. External Provider assures that processes performed to meet Supply Request be done by qualified personnel who possess proper certification as required and that proper records can be supplied on request to verify.

3.3. External Providers agrees to perform verification or validation of any activities performed to meet Supply Request either by Storm or its Customer as designated by Storm and to allow Storm or its customer access to audit or perform such tasks themselves at External Provider’s premises.

4. Storm requires that the External Provider shall be responsible to maintain the proper identification and revision status, specifications, drawings, process requirements, inspection/verification instructions and other relevant technical data for any External Provider Request.

5. Storm reserves final right of approval for any designs, tests, inspection plans, and verifications, criteria for design and development, and verification (including production process verification) required from a Supplier.

5.1. External Provider’s may suggest alternates but may not implement without approval by Storm.

5.2. Storm reserves the right to approve or specify the use of statistical techniques for product acceptance and related instructions for acceptance by our organization.

6. All Supply Requests delivered to Storm Power Components will be inspected.

6.1. Upon inspection, any crates, boxes or other shipping containers containing for Foreign Object Debris and/or Damage (FOD) will be refused and Supplier will be responsible for associated costs.

6.2. Upon inspection, if the components have any part damage or contain any unapproved deviation of material or process, Storm will place the components on Quality Hold. Supplier will be given options to repair or have the components returned as determined by Storm and at External Provider’s expense.

6.3. If the Supply Request is rejected during inspection, Storm will not accept External Provider’s invoice until Supply Request is repaired or replaced.

7. External Provider agrees to meet the following requirements unless specifically waived by Storm:

7.1. Implement a Quality Management System that upon Storm’s review will meet stated requirements.

7.2. When applicable, use customer-designated or approved OEM suppliers, including process sources (e.g., special processes).

7.3. Do not use product or services from foreign countries designated by the United States.

7.4. Notify Storm of nonconforming product or services upon discovery and obtain Storm’s approval for nonconforming product disposition.

7.5. Be ready to show evidence of procedures to prevent use of counterfeit parts.

7.6. Notify Storm of changes in product and/or process, suppliers, and manufacturing facility locations and receival approval prior to changes effecting Supply Request.

7.7. Upon request, provide test specimens for design approval, inspection/verification, investigation, or auditing as well as provide specific documentation for test specimens.

7.8. Retain all records associated with the Supply Request for a minimum of 10 years or as required by contract. Storm requires the disposition of such documents to be controlled in accordance with the requirements of applicable QMS’s.

7.9. Flow down to External Provider’s supply chain any applicable requirements from Storm or its customer.

8. Storm reserves the right to monitor External Provider’s performance including:

8.1. Risk Assessment

8.2. Quality of product or service delivered

8.3. On time delivery of product or service

8.4. External Provider’s adherence to Terms and Conditions

9. Storm reserves the right of access to all facilities and applicable records by Storm’s representatives, customers, and/or regulatory authority at all levels of the supply chain involved in fulfilling Supply Request.

10. Storm reserves the right to request evidence of External Provider’s ensuring that their personnel are aware of:

10.1. Their contribution to product or service conformity

10.2. Their contribution to product safety

10.3. The importance of ethical behavior

10.4. Counterfeit Parts prevention

10.5. The control of Foreign Object Detection, Damage and Debris (FOD)

10.6. The Preservation of Product (All materials used to produce the products must be used within the original manufacturers shelf life)