Purchase Order Terms And Conditions

1) Seller’s electronic acceptance or acknowledgement of this Purchase Order, or the commencement of
work on the goods or services or the shipment thereof in accordance with this Purchase Order, whichever
occurs first, shall be deemed acceptance of this Purchase Order and the terms herein, and an agreement
shall be formed thereby. Upon such acceptance and agreement, this Purchase Order shall be limited to
acceptance of the express terms contained herein and any additional non-conflicting order details specified
in writing by Buyer (“Specifications”). If additional or different terms are proposed by Seller, such
additional terms shall constitute a counteroffer which shall not be effective unless accepted in writing by
the Buyer. Notwithstanding anything to the contrary contained herein, if Seller has an executed Master
Service Agreement (MSA) or executed terms and conditions, said MSA or terms and conditions are
attached to this Purchase Order, are incorporated herein by reference, and shall govern and control the terms
of the work, goods or services provided hereunder.

2) Buyer reserves the right to terminate this Purchase Order or any part thereof for its sole convenience. In
the event of such termination, Seller shall immediately stop all work pursuant to such Purchase Order and
shall immediately cause any of its suppliers or subcontractors to cease such work. Seller shall be paid a
reasonable termination fee consisting of a percentage of the order price reflecting the percentage of the
work performed prior to the notice of termination, plus actual direct costs resulting from termination. Seller
shall not be paid for any work done after receipt of the notice of termination nor for any costs incurred by
Seller’s supplier or subcontractors which Seller could have reasonably avoided. Buyer may also terminate
this Purchase Order or any part thereof for cause, including but not limited to any default by failure of Seller
to comply with any of the material terms and conditions of such Purchase Order, late deliveries, deliveries
of products that are defective or do not conform to this Purchase Order, or failure to provide Buyer
reasonable assurance of future performance upon request. In the event of termination for cause, Buyer shall
not be liable to Seller for any amount or for damages of any type, and Seller shall be liable to Buyer for any
and all damages sustained by Buyer as a direct or indirect result of the default by Seller, or the termination
for cause.

3) Shipments must equal the exact amounts noted in any Specifications. Goods shipped in excess of
quantities ordered may, at the option of Buyer, be returned at Seller’s expense.

4) All information furnished by Buyer shall be deemed to be proprietary and confidential, and Seller shall
not disclose such information to any third party without the prior written consent of Buyer. Seller shall not
advertise or publish the fact that Buyer has contracted to purchase goods from Seller.

5) Time is of the essence in the performance of this Purchase Order. In the event of Seller’s failure to deliver
items or render services as and when specified, Buyer reserves the right to cancel such Purchase Order or
any part thereof for cause, without liability to Seller and without prejudice to any of its other rights or
remedies. Seller agrees that Buyer may return part or all of any late shipment and/or may purchase substitute
items or other services elsewhere and may charge the Seller with any loss or expense sustained as a result
of such failure to timely deliver. Any provisions herein for delivery of articles or the rendering of service
by installments shall not be construed as making the obligations of Seller severable.

6) In addition to all other express warranties and implied warranties, Seller represents and warrants that all
goods and services delivered or provided pursuant to this Purchase Order will (a) fully conform in all
respects with the Specifications, (b) be merchantable and free from any defects, latent or patent, in materials,
workmanship or fabrication, or otherwise, (c) be new, not previously used, and of good quality and
workmanship, and (d) be fit and sufficient for the purposes for which they were designed, manufactured or

7) Seller shall indemnify and hold Buyer harmless from and against any loss, claim, liability, lien,
damages or expense whatsoever, including attorneys’ fees, that Buyer incurs or suffers as a result of
or in connection with any act or omission of Seller or Seller’s officers, employees, agents, contractors
or subcontractors, negligent or otherwise, or any breach of Seller’s representations or warranties or
of any other term or condition of this Purchase Order.
All representations, warranties, indemnities and
other undertakings of Seller and all claims, rights and remedies of Buyer shall survive delivery,
performance, inspection, test and acceptance, use and payment. Seller agrees to support its indemnity
obligations set forth above by furnishing insurance coverage as set forth in Section 8 hereof. Any insurance
limits under such insurance coverage shall not limit the indemnity obligations assumed hereunder.

8) Seller agrees to procure and maintain, at its sole expense, policies of insurance that meet the following
requirements of Buyer, and Seller shall furnish to Buyer certificates of insurance, in a form acceptable to
Buyer, evidencing the following insurance has been secured: (a) workers’ compensation insurance with
statutory limits and employer’s liability insurance with limits of at least $1,000,000 per accident,
$1,000,000 by disease (per person), and $1,000,000 by disease (policy aggregate); (b) comprehensive
general liability insurance having a combined single limit of at least $1,000,000 per occurrence, including
without limitation, commercial general liability, products and completed operations liability, owner’s and
contractor’s protective, broad form contractual liability, personal injury liability, broad form property
damage and explosion, and collapse and underground hazard coverage; (c) comprehensive automobile
liability insurance having a combined single limit of at least $1,000,000 per occurrence, including without
limitation, coverage for owned, hired and non-owned automobiles and contractual liability; and (d)
excess/umbrella liability insurance with limits of at least $5,000,000 each occurrence in addition to and in
excess of all primary liability coverage carried by Seller. All insurance policies shall include a waiver of
subrogation in favor of Buyer, shall be primary for all purposes, and shall contain standard cross liability
provisions. Other than workers’ compensation and employer’s liability, all policies shall be endorsed to add
Buyer as an additional insured.

9) All notices, reports, bills, invoices, and other correspondence required or made necessary by the terms
of this Purchase Order shall be determined to have been properly served if and when sent by mail or
telegram within the time required to the addresses herein listed.

10) Seller’s net price (excluding any applicable sales, use or excise taxes) shall not exceed that set forth in
the Specifications. In the event Seller reduces its price for such article during the term of this Purchase
Order, Seller agrees to reduce the prices applicable to any outstanding Purchase Orders correspondingly.
Seller warrants that the prices shown on this Purchase Order are complete, and no additional charges of any
type shall be added without Buyer’s express written consent, including but not limited to charges for
shipping, packaging, labeling, boxing or crating. If the price includes taxes or excises, and if such taxes or
excises or any part thereof are hereafter refunded to Seller, Seller shall immediately pay to Buyer the amount
of such refund. Seller agrees to assign to Buyer, upon Buyer’s request, any right to collection of credit or
refund from taxing authorities, which Buyer may have under the law. Seller shall render a separate invoice
for each shipment or carload applying to this Purchase Order. Any time period during which a cash discount
is available to Buyer shall not begin to run until the date of receipt of goods, date of receipt of a correct
invoice or the shipping date specified on the face of this Purchase Order, whichever is later. All invoices
for which no terms of payment are specified will be paid within 30 days after delivery of the goods or
receipt of the invoice, whichever is later. Seller shall submit invoices no later than thirty (30) days following
the shipment or other receipt of goods by Kodiak. Except where specifically agreed to in writing by Buyer,
Buyer shall have no responsibility for the payment of invoices issued after this deadline for submission.

11) If Seller performs any work, including but not limited to, installation, supervision of installation,
fabrication, assembly, startup services, repairs and technical support, on Buyer’s or Buyer’s customer’s
premises, Seller agrees that such work will be governed by the MSA between Seller and Buyer if one is in
effect, or, if no MSA has been executed by Seller and Buyer, services performed on Buyer’s or Buyer’s
customer’s premises shall be governed by the terms and conditions in Buyer’s standard form Master
Services Agreement, with Seller as Contractor and Buyer as Company, (available upon request).

12) No part of this Purchase Order (including Seller’s right to receive payment) shall be assigned or
subcontracted in whole or in part without prior written consent of Buyer.

13) A party shall not be considered in breach of this Purchase Order to the extent it was unable to fulfil its
obligations due to an event of Force Majeure. “Force Majeure” shall mean Acts of God, strikes, lockouts,
riots, civil commotions, laws, regulations, orders of applicable government or authority, arrest or restraint
by princes, rulers or people and any other occurrence beyond the reasonable control of the party affected,
provided that such party could not reasonably have foreseen such occurrence and could not reasonably have
avoided it or overcome its consequences. The party invoking Force Majeure shall immediately notify the
other party thereof without undue delay. Each party shall cover its own costs resulting from Force Majeure.
Each party is entitled to terminate this Purchase Order if the event of Force Majeure continues for more
than 90 consecutive days.

14) Buyer shall, at all times, be the owner of all information and materials resulting from Seller’s services,
including sketches, layouts, negatives, photographs, designs, blueprints, and specifications relating thereto,
and of the work product of all services furnished or performed under this Purchase Order, including all
creative ideas included therein, by Seller or any subcontractor of Seller in connection with such order. Upon
the completion, or in the event of the cancellation or termination of this Purchase Order, all copies of any
information, materials, and work product shall be returned and delivered to Buyer by Seller. Buyer may
copy or reproduce such information, materials, and work product for any purposes and may use the same
in any media as often as it may so desire. No copies or reproductions thereof shall be made or retained by
Seller except as authorized in writing by Buyer.

15) Seller certifies that, unless specifically exempted, all products, commodities or services furnished under
this Purchase Order have been manufactured, processed, delivered, sold and/or performed in full
compliance with all applicable laws, rules, orders and regulations. This Purchase Order shall be construed
and interpreted in accordance with the laws of the State of Texas. The federal and state courts located in
Houston, Harris County, Texas shall have exclusive jurisdictions over any dispute arising hereunder. Buyer
and Seller expressly exclude the application of the Convention on International Sale of Goods to any
Purchase Order.

16) In no event shall Buyer be liable for lost profits or for incidental or consequential damages. Buyer’s
liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting
from this Purchase Order or from the performance or breach thereof shall in no case exceed the price
allocable to the goods or services that gives rise to the claim. Buyer shall not be liable for penalties of any
description. Any action resulting from any breach on the part of Buyer as to the goods or services delivered
hereunder must be commenced within one year after the cause of the action has accrued.

17) Buyer’s failure to insist on performance of any of the terms or conditions herein or to exercise any right
or privilege or Buyer’s waiver of any breach hereunder shall not thereafter waive any other terms,
conditions, or privileges, whether of the same or similar type. No waiver, either direct or by operation of
law or in equity, of strict compliance with and performance of any term or condition of this Purchase Order,
or of any breach of it on the part of Seller, shall be held or deemed to be a waiver of any subsequent breach
by Seller or failure of Seller to comply with the terms, provisions, and obligations hereof. All claims for
money due or to become due from Buyer shall be subject to deduction or set off by the Buyer by reason of
any counterclaim arising out of any other transaction with Seller. Buyer shall have the right at any time to inspect and audit, at Buyer’s expense, the books and records of Seller pertaining in any way to this Purchase

18) Each package shall be numbered and labeled with Buyer’s order number, stock number, contents and
weight, shall contain an itemized packing slip and shall be properly prepaid for shipment so as to secure
the lowest transportation and insurance rates and to meet carrier’s requirements unless otherwise specified.
Extra expense incurred through failure to comply with this condition or ship sufficiently in advance of
applicable delivery dates will be borne by Seller. Seller shall include one copy of the packing list with each
shipment, and, on date of shipment, shall mail one copy of the packing list to Buyer and one copy to the
destination. Buyer’s count will be accepted as final and conclusive on all shipments not accompanied by a
packing list. If immediate shipment cannot be made upon receipt of this Purchase Order by Seller, Seller
shall so advise Buyer of the shipping date. Seller shall comply with all other specified delivery instructions
of Buyer.

19) Payment for the goods delivered hereunder shall not constitute acceptance thereof. Buyer shall have
the right to inspect such goods and to reject any or all of said goods that are, in Buyer’s sole judgment,
defective or nonconforming or do not meet or are not furnished in accordance with the Specifications or
Seller’s warranty (express or implied). Goods rejected and goods supplied in excess of quantities called for
herein may be returned to Seller at its expense and, in addition to Buyer’s other rights, Buyer may charge
Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Buyer
receives goods whose defect or nonconformity is not apparent on examination, Buyer reserves the right to
require replacement as well as payment of direct actual damages. Nothing contained in any Purchase Order
shall relieve in any way the Seller from the obligations of testing, inspection and quality control. Risk of
loss and title to goods delivered hereunder shall pass from Seller to Buyer at the F.O.B. point specified in
the Specifications, or as otherwise specified by Buyer. Buyer reserves the right to have an employee and/or
appointed agent visit Seller’s manufacturing and/or plant facilities to expedite or inspect materials, goods
and services covered by this Purchase Order. Such visits will be during Seller’s normal working hours and
subject to any reasonable and normal procedures of the Seller.

20) Seller shall assume liability and responsibility for defense of any suit, cause of action, claim or
proceeding that may be brought against Buyer or its agents, customers or other vendors for alleged patent
infringement or for any alleged unfair competition resulting from similarity in design, trademark or
appearance of goods or services furnished hereunder, and Seller shall indemnify Buyer, its agents and
customers against any and all expenses, losses, royalties, profits and damages, including court costs and
attorneys’ fees, resulting from any such suit, course of action, claim or proceeding, including settlement.
Buyer, at its option, may be represented by and actively participate through its own counsel in any such suit
or proceeding.

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