Terms & Conditions

LASKA USA, INC., TERMS AND CONDITIONS OF SALE

LASKA USA, Inc. ("Seller"), appreciates your interest. This document shall become a binding agreement ("Agreement")

upon Buyer’s placement of any order with Seller or receipt of any goods from Seller. The Agreement includes only these

Terms and Conditions, any Seller invoice pertaining to the sale, and any Seller written quotation.

1. PAYMENT: All invoices are due and payable in US dollars at Seller's Nebraska office. Unless Seller writes

otherwise on a quotation or invoice, terms are net 10. Buyer shall pay delinquency interest of 18% per year from the due

date on accounts more than 30 days overdue.

2. TAXES: Except as otherwise expressly set forth, prices stated do not include federal, state, local or other

governmental fees or taxes, all of which shall be promptly paid by Buyer in addition to the purchase price. If Buyer is

exempt from tax, Buyer shall provide Seller with valid exemption certificate before the earlier of 10 days of placement of

order or when Seller invoices.

2. DELIVERY: Unless Seller writes otherwise on a quotation, all shipments of the goods, services and other items

described on the quotation (the "Goods") shall be F.O.B. the origin of shipment. Delivery dates stated, if any, are estimates

and do not guarantee delivery on a particular date. Title to and ownership of the Goods shall remain Seller’s until Seller

is fully paid.

3. WARRANTIES: Goods and any Seller services are sold AS IS and WITHOUT WARRANTY OR

REPRESENTATION OF ANY KIND WHATSOEVER, except (a) for a period of 1 year after delivery to Buyer, if Buyer

strictly complies with this Agreement all mechanical parts of the Goods shall be free from material defect, and (b) for a

period of 90 days after delivery to Buyer, if Buyer strictly complies with this Agreement all electrical and electronic parts of

the Goods shall be free from material defect; and (c) no creditor of Seller has any liens on the Goods. Notwithstanding

any other language in this document, (v) the warranties do not apply to wear parts; (w) SELLER DISCLAIMS ANY

WARRANTY OF MERCHANTABILITY OR FITNESS OF THE GOODS FOR ANY PARTICULAR PURPOSE; (x) NO

INTEGRATION OF THE GOODS INTO ANY BUYER PLANT, NO COMPATIBILITY WITH OTHER SOFTWARE OF

BUYER, AND NO BUYER PRODUCT FLOW IS WARRANTED; (y ) all warranties are limited to Buyer and, for example,

exclude invitees or customers of Buyer; and (z) failure to strictly follow all storage, maintenance, replacement part, or use

procedures specified by Seller (unless Buyer clearly and convincingly proves Buyer’s failure did not contribute to Buyer’s

loss) voids all Buyer warranty rights.

4. LIMITATIONS ON REMEDIES: SELLER AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY PUNITIVE,

EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER. TO THE EXTENT WAIVER IS NOT

PROHIBITED BY APPLICABLE LAW, BUYER HEREBY WAIVES THEM. Buyer's sole remedy, in lieu of all other

remedies, shall be limited to Buyer selecting either refund of any purchase price paid to Seller for defective Goods or

replacement of defective Goods. Buyer's failure to notify Seller of any claim associated with delivery of the Goods within

thirty (30) days after delivery of the Goods (or, in the situation of nondelivery, 30 days after the date fixed for delivery)

shall constitute a waiver and release by Buyer of all claims arising against Seller and of any right to reject or revoke

acceptance of Goods, unless Seller’s willful misconduct precluded notice to Seller. No action by Buyer arising out of, from

or related to this Agreement, its negotiation, or the transactions contemplated hereby shall be commenced subsequent to

the earlier of two (2) years after the cause of action first accrued or the commencement deadline provided by applicable

law. BUYER SHALL NOT BE LIABLE TO SELLER FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL OR

CONSEQUENTIAL DAMAGES WHATSOEVER, AND, TO THE EXTENT WAIVER IS NOT PROHIBITED BY

APPLICABLE LAW, SELLER HEREBY WAIVES THEM. The protections granted in this Paragraph apply whether a claim

is contract, tort, strict liability, product liability, or equitable.

5. MACHINE SAFETY: (a) It is Buyer’s responsibility to establish safe operation procedures, to provide safety

devices and equipment to safeguard the operator from harm for any particular use, operation, and set-up and to adequately

safeguard the Goods to conform to all government and all industry safety standards. Buyer shall notify Seller as soon as

possible of any accident pertaining directly or indirectly to the Goods that results in damage to Buyer or personal injury

and shall cooperate fully with Seller's reasonable investigations related thereto. (b) Goods are only intended for the use

that is explicitly described in this Agreement and Seller's manuals. Any other use of the Goods, even if known to Seller, is

not Seller's responsibility and cannot be deemed an intended use. (c) Seller shall be exempt from any fees charged by

Buyer or a Buyer third-party contractor for safety record-keeping; Buyer hereby indemnifies Seller against any such fees.

6. INDEMNIFICATION: Buyer hereby indemnifies and holds harmless Seller and all Seller agents from "Loss" from

any and all claims and legal action and agrees to assume full responsibility for damage to property or personal injury,

including death, made by anyone whomsoever, which may arise out of Buyer’s failure to comply with its obligations under

this Agreement, except in situations where Seller engages in gross negligence or willful misconduct directly contributing

to Seller’s Loss or where Seller’s loss is directly caused by negligence or willful misconduct of a third party manufacturer

of the Goods. "Loss" shall include, but not be limited to, damages, penalties, other loss, reasonable attorney fees and/or

other legal expenses relating to Buyer’s failure to so comply. Seller agrees to itemize any indemnified Loss and provide

documentation in support thereof. Unless caused by urgent circumstances before a reasonable opportunity has passed

LASKA USA, INC., TERMS AND CONDITIONS OF SALE

for Seller to notify Buyer of an indemnified claim, attorney fees of Seller arising before written notice to Buyer of an

indemnified claim shall be excluded from indemnification.

7. CANCELLATIONS AND RETURNS: If Buyer cancels after providing a purchase order to and paying Seller and

before Seller has shipped the Goods, Buyer shall owe Seller a cancellation fee of 25% of the purchase price. Buyer shall

carefully inspect the Goods substantially immediately upon receipt. No returns of conforming Goods by Buyer will be

accepted without Seller's prior written permission. Buyer agrees to pay to Seller a reasonable restocking charge on

returned conforming Goods equal to 35% of the purchase price and to pay all freight, but this does not excuse Buyer from

other default remedies if Buyer’s return would constitute a default. To be entitled to a remedy for allegedly nonconforming

parts, a part must be accompanied by a Seller-provided Return Merchandise Authorization, returned to Seller, and

inspected by Seller with confirmation of defect, unless Seller gives a written waiver of these procedures.

8. SOLVENCY: For purposes of Seller's remedies, any written order or other request by Buyer to Seller for goods

or services shall be deemed a written representation of Buyer's continued solvency.

9. DEFAULT: If Buyer breaches this Agreement, and Seller retains an attorney to investigate or seek a remedy,

whether or not suit is filed, Buyer agrees to pay reasonable costs and expenses of investigation, collection, and

enforcement of the Agreement, including without limitation reasonable attorney fees. If Seller breaches this Agreement,

and Buyer retains an attorney to investigate or seek a remedy, whether or not suit is filed, Seller agrees to pay reasonable

costs and expenses of investigation, collection, and enforcement of the Agreement, including without limitation reasonable

attorney fees. If Buyer defaults in performance of any Agreement obligation, ceases to do active business, or makes a

representation to Seller which is or becomes untrue in any material respect: Seller shall have all rights and remedies

under applicable law; be entitled to stop any other work or deliveries for Buyer; and be entitled to immediate reimbursement

for any storage or transportation charges. Seller's remedies shall be cumulative and non-exclusive.

10. ENTIRE AGREEMENT: The terms and conditions contained herein, together with Seller's invoice and any Seller

written quotation, constitute the entire agreement between the parties about the subject matter hereof and supersede all

previous communications or representations, between the parties about the subject matter hereof. No Seller employee

has any authority to bind the Seller to any affirmation, representation or warranty concerning Goods, and unless Seller

writes such affirmation, representation or warranty in the Agreement, it is not part of the agreement and shall not be binding

upon or enforceable against Seller. No prior dealings between the parties and no custom or usage of trade shall be used

to interpret, construe or supplement these Terms and Conditions. Notwithstanding the provisions of any purchase order

or oral or written job request, acceptance or "confirmation" Buyer provides to Seller before or after Buyer's receipt of these

Terms and Conditions, the Agreement’s provisions will apply and preclude inclusion of any different or additional terms

that may be listed on Buyer purchase order, request, acceptance or "confirmation." This constitutes notice of objection to

any additional or different terms in any Buyer purchase order, acceptance, request, or "confirmation."

11. DATA: Unless expressly marked confidential by Buyer, any data obtained from Buyer may be used by Seller for

any Seller planning, workmanship evaluation, or any other purposes.

12. FORCE MAJEURE: Neither Seller nor Buyer shall be deemed to have breached any provision of this Agreement

as a result of any delay, failure in performance or interruption of service resulting directly or indirectly from events of force

majeure, whether or not the events were foreseeable when this Agreement was established. Force majeure includes but

is not limited to acts of God, strikes, lock outs, or other industrial disturbances. labor shortages, war, blockades, transport

and custom problems, import or export regulations or embargoes civil disturbances, epidemics, direct or indirect

government action (including legislation and regulations) , and any other circumstances beyond the reasonable control of

the party affected. Force majeure does not include inability of Buyer to pay the purchase price or inspect the Goods.

LASKA USA, INC., TERMS AND CONDITIONS OF SALE

13. Buyer shall be deemed to accept this Agreement if Buyer (a) provides electronic indication of acceptance of this

Agreement; (b) gives or otherwise submits to Seller any credit references or purchase orders or requests for Goods after

reviewing this Agreement or after being alerted by Seller in writing to this Agreement’s existence; (c) orally agrees to or

acquiesces in this Agreement; OR (d) receives a copy of or electronic link to this Agreement and does not cause an officer

of Seller to receive in writing a Buyer objection to this Agreement’s provisions within 10 days after receiving the copy or

link. Acceptance shall be deemed to occur under clauses (a), (b) or (c) whether or not Buyer has had 10 days’ notice of

the Agreement. If Buyer is deemed to have accepted this Agreement, or if Buyer receives Goods from Seller after being

alerted by Seller to of this Agreement’s existence and does not timely reject such Goods, Buyer shall be irrebuttably

presumed to have read this Agreement. Seller need not alert Buyer to this Agreement before each Buyer purchase order.

14. ELECTRONIC AGENTS: Any use of electronic facilities or agents shall be in accordance with procedures

established by Seller from time to time and governed by the applicable provisions of the Uniform Electronic Transactions

Act as adopted in the State of Nebraska.

15. MODIFICATIONS: The Agreement can be modified or rescinded only by a written signed agreement by both

parties, subject to this Section’s proviso. All waivers, consents and agreements in this document are irrevocable unless

expressed in this document to be revocable. Provided, however, Seller may modify this Agreement by changing its

provisions, posting the modified Agreement on one or more websites of Seller available for access by Buyer, and having

the modified Agreement accepted by Buyer as provided in Section 13.

16. MISCELLANEOUS: The Agreement shall be governed and construed in accordance with the state of Nebraska’s

laws without regard to principles of conflicts of law. All actions or proceedings arising out of, from or related to this

Agreement, its negotiation, or the transactions contemplated hereby shall be litigated in a court located in Papillion or

Omaha, Nebraska. Buyer and Seller each hereby consent and submit to the exclusive jurisdiction of any state courts

located in Papillion and any federal courts located in Omaha, Nebraska, and hereby waive any right to transfer or change

the venue or dismiss for inconvenient forum. Provided, however, at Seller’s option Seller may start legal action in a court

of competent jurisdiction where the Goods are located. Before suing, unless an emergency precludes it the party desiring

to sue shall notify the other party and give it an opportunity to arrange a teleconference between that party’s vice president

or president and the prospective plaintiff party’s vice president or president to seek resolution. Each party shall act in

good faith in scheduling and negotiating, however, no more than one teleconference is required. If no such teleconference

is held within 10 days after notice, the initiating party may sue. As used in this document, "Buyer" means Seller's customer

identified on the pertinent invoice and any and all parent entities thereof.