TITUS, A DIVISION OF AIR SYSTEM COMPONENTS SALE TERMS AND CONDITIONS

These Sale Terms and Conditions (the “Agreement”) set-forth the terms and conditions upon which Titus, a division of Air System Components, Inc. (“Seller”) may sell goods, materials, supplies and/or work, as described in Seller’s quotations (collectively referred to herein as “Goods”) submitted by Seller and accepted by the party identified on the purchase orders (“Buyer”). Any difference or additional terms in Buyers purchase orders or any other document, whether pre-printed or otherwise, are specifically excluded. This Agreement will supercede all previous communications, agreements or contracts, written or verbal, and no understanding, agreement, term, condition, or trade custom at variance will be binding on Seller. No waiver or modification of the terms and conditions hereof will be effective unless in writing and signed by both parties. In considerations set forth below, Seller and Buyer agree as follows:

1. Acceptance: No purchase order will be binding on Seller unless and until accepted in writing by an authorized employee of Seller. Any terms and conditions of Buyer’s purchase order or other similar instrument, which are different from, in addition to or inconsistent with Seller’s terms and conditions are expressly rejected by Seller, will not be binding on Seller and will not apply to any transactions contemplated hereunder, unless specifically agreed to in writing by Seller.

1. Terms of Payment and Interest: Unless otherwise agreed to by Seller, terms of payment are net thirty (30) days from invoice date with credit approval. If Seller delivers Goods to Buyer in lots, Seller may invoice Buyer for each lot. Buyer will pay interest on all past due sums at the highest rate allowed by law. The extension of credit to Buyer notwithstanding, Seller may, in its sole discretion, require Buyer to make full payment of the purchase price prior to shipment. Seller may suspend credit and refuse shipment whenever Seller, in its sole discretion, believes Buyer’s credit is unsatisfactory, unless Buyer then makes arrangements for payment, which are satisfactory to Seller.

1. Pricing: Unless otherwise agreed to in writing, pricing will be Seller’s then current list price for the Goods.

1. Taxes: Unless specifically states, prices do not include sales, use, excise or other similar taxes or duties. If Seller is required to pay any taxes on the Goods or services furnished hereunder, then such taxes will be paid by Buyer in addition to the prices stated.

1. Delivery: The Delivery date(s) is(are) Seller’s best estimate(s) of the time Goods will be shipped or picked up from Seller’s facility. In no event will such dates be construed as “time is of the essence.” Seller disclaims liability for all loss and damage, including incidental and consequential damages, due to delays.

1. Title and Risk of Loss or Damage: Title of the Goods will pass to Buyer upon payment in full. Risk of loss or damage to Goods furnished by Seller hereunder shall pass to Buyer Ex Works Seller’s designated facility (“Incoterms 2000”).

1. Term: The term for this Agreement will be one (1) year from the Effective Date set forth above (the “Initial Term”). The Agreement maybe renewed for additional 1 year terms by mutual written agreement of the parties.

1. Termination: If Buyer terminates this Agreement for any reason or instructs Seller to suspend performance of its obligations hereunder for a period of thirty (30) days or more, then Seller, without prejudice to any other rights available to it for breach of this Agreement, shall be entitled to receive immediate payment of the order price for all Goods which have been completed hereunder and not previously paid for, the actual costs of work-in-process incurred by Seller in performing or preparing to perform its obligations hereunder and all incidental and consequential damages sustained by Seller arising out of Buyer’s termination, including lost profits.

1. Inspection of Goods: Buyer may, at its sole cost and expense, inspect the Goods upon delivery. The Goods will conclusively be presumed to conform to this Agreement unless Buyer notifies Seller in writing of any non-conformity within ten (10) days after delivery.

1. Confidential Information and License of Goods: All technical and or business information disclosed by a party, which is identified as confidential, will be kept in confidence by the receiving party and not used by the receiving party, other than for the mutual benefit of the parties. The sale of Goods does not convey a license, express or implied, to use any Seller trademark or trade name in connection with any Goods, other than with respect to resale of Goods pre-marked or packaged by or on behalf of Seller.

1. Limited Warranty: Seller warrants to Buyer that the Goods covered by this Agreement will be free from defects in material and workmanship for a period of twelve (12) months from the date of shipment or delivery (whichever occurs first) from Seller’s facility. This warranty does not cover defects caused by misuse, abuse, accident or alteration. The sole and exclusive remedy of Buyer under this warranty will be the replacement of defective Goods. In all cases, Seller reserves the right to fully satisfy its obligations under this limited warranty by refunding the price paid for the defective good.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXCEPT THAT OF TITLE, WHETHER WRITTEN, ORAL OR IMPLIED, IN FACT OR IN LAW (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).

SELLER HEREBY EXCLUDES INCIDENTIAL AND CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF TIME, INCONVENIENCE AND LOSS OF USE, FOR ANY BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

THE REMEDIES OF THE BUYER SET FORTH HEREIN ARE EXCLUSIVE AND THE LIABILITY OF SELLER WITH RESPECT TO THE GOODS SOLD HEREUNDER, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY OR OTHER LEGAL THEORY, WILL NOT EXCEED THE THEN-CURRENT PRICE CHARGED BY SELLER TO ITS CUSTOMERS FOR THE AFFECTED GOOD AT THE TIME THE CLAIM IS MADE.

1. Returns: Except as provided in Section 9 with regards to warranty claims, all Goods sold are final and no returns will be accepted without Seller’s written approval. Seller may in its sole discretion and subject to a minimum twenty-five percent (25%) restocking fee, accept returns of non-defective, non-custom Goods within fifteen (15) days of delivery.

1. Limitation of Liability: IN NO EVENT WILL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE GOODS PERFORMED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC GOOD GIVING RISE TO THE CLAIM. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER WILL NOT BE LIABLE TO BUYER IN RESPECT OF ANY CLAIM FOR WHICH WRITTEN NOTICE IS NOT PROVIDED TO SELLER WITHIN TWELVE (12) MONTHS FROM THE DATE ON WHICH THE CLAIM ARISES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT, IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

1. Compliance with Laws: Both parties warrant that they are in compliance and shall continue to comply with all Applicable Laws. “Applicable Laws” means the laws, statutes, rules, regulations, orders or the like promulgated by any governmental body or agency having jurisdiction over a party or location where Goods are shipped or delivered. Buyer shall indemnify and hold harmless Seller, and its respective directors, officers, employees, parent companies, subsidiaries, and affiliates from and against violations of this section.

1. Notices: All notices given hereunder shall be in writing and shall be delivered in person or sent certified or registered mail, return receipt requested, with postage prepaid, to the parties at the addresses written above with a copy to the Corporate Counsel for Seller. Either party may change its address or the name of the individual to be notified by providing written notice to the other party. All notices given in accordance with this paragraph shall be deemed given when delivered in person, or three (3) days after being deposited in the United States mail.

1. Force Majeure: Neither party may be held responsible for delays or failures in performance under this Agreement if its performance is delayed or prevented by revolutions or other disorders, wars, acts of enemies, fires, floods or acts of God which by the exercise of reasonable diligence that party is unable to prevent. If such delay lasts over thirty (30) days, either party has the option to terminate this Agreement. Such termination will be treated as a rescission.

1. Governing Law: This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado without giving effect to such State's choice of law provisions. All parties agree to submit to the exclusive jurisdiction of either the Courts of the State of Colorado or United States Federal District Courts within Colorado and agree to accept service of process by registered or certified mail, return receipt requested, in accordance with Colorado or Federal Rules of Civil Procedure. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Export of the Goods contrary to U.S. Law is prohibited.

1. Attorney Costs and Fees: If Seller is required to bring any legal action against Buyer to enforce this Agreement, Seller will be entitled to recover reasonable attorneys’ fees and costs from the Buyer.

1. Severability: If any term of this Agreement is invalid or unenforceable under any statue, regulation, ordinance, executive order or other rule of law, such term will be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order of rule, and the remaining provisions of this Agreement will remain in full force and effect.

1. Entire Agreement: This Agreement, together with attachments, exhibits, or supplements, specifically referenced herein, if any, constitute the entire agreement between Seller and Buyer with respect to the matter contained herein and supersedes all prior oral or written representations and agreements.