TERMS AND CONDITIONS OF SALE The following are the terms and conditions (“Terms and Conditions”) for the sale of products (“Products”) by Leeds International. (“Leeds”) to Leeds’s customers (“Customers”).

All orders are subject to acceptance in writing by Leeds or a duly authorized agent. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Orders accepted by Leeds may be cancelled by Customer upon written consent of Leeds provided such order is not “NC/NR” or “Non-Cancelable/Non-Returnable”, “Non-Standard Products” or governed by a Purchase Agreement Letter. Non-Standard Products are defined as Products that are special orders, custom orders, orders for non-standard products, products not customarily in stock or orders for value-added products. Non-standard products are non-cancelable and non-refundable. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Leeds may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges shall include all expenses incurred and commitments made by Leeds, and shall be paid by Customer to Leeds. Customer requests to reschedule are subject to acceptance by Leeds in its sole discretion. Orders may not be canceled or rescheduled after the order has been submitted by Leeds to the shipment carrier. Leeds reserves the right to allocate sales and limit quantities of selected Products among its customers in its sole discretion. Product specifications and availability are subject to change without prior notice. 1a. Returns Returns are normally accepted when completed within 30 days of the ship date. If Leeds agrees to accept a return, return freight charges must be prepaid by customer. Leeds will not accept COD shipments. Some products may require return directly to the manufacturer. All items must be in the original packaging and in resalable condition. Contact a sales representative for a Return Materials Authorization Number and addressing instructions prior to returning product. Any ESD sensitive product returned that has not been handled properly will not be eligible for credit. The foregoing statements concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS.

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Leeds and will be applicable for the period specified in Leeds quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices are subject to increase in the event of an increase in Leeds’s costs or other circumstances beyond Leeds reasonable control. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation or restocking fee. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent’s and broker’s fees, bank fees, consular fees, and document fees.

All payments must be made in the currency billed on the original invoice. Prepaid Wire Transfer/EFT/Proforma: Customers can wire the funds to our bank. After your order is placed we will e-mail an Invoice which includes our bank information, the merchandise total and shipping charges.

US Shipments When required by law Leeds will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Customer’s shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless customer is tax exempt and Leeds has a valid signed tax exemption certificate on file. INTERNATIONAL Shipments All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.

All shipments by Leeds are Ex-works from supplier/manufacturer and the amount of all transportation charges will be paid to Leeds by the Customer in addition to the purchase price of the Products. Subject to Leeds right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Leeds will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer’s requested delivery date(s). Customer acknowledges that delivery dates provided by Leeds are estimates only and that Leeds will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Leeds unless specifically designated by Customer. Leeds reserves the right to make deliveries in instalments. Delay in delivery of one instalment will not entitle Customer to cancel any other instalment(s). Delivery of any instalment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Customer of the obligation to accept delivery and pay for the Products delivered.

Leeds agrees to transfer to Customer whatever transferable warranties Leeds receives from the manufacturer of Products sold to Customer. Leeds makes no other warranty, express or implied, with respect to the Products. IN PARTICULAR, LEEDS MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT.

LEEDS maintains Country of Origin information on all products in its inventory. This information is provided to customers on product labels and product shipping documents. This information is based on manufacturer-provided information according to US Treasury, US Customs Regulations. Our manufacturers do not provide Leeds with the country of origin of each raw material or subcomponent that is incorporated into the Manufacturer’s final product.

IN NO EVENT SHALL LEEDS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer’s recovery from Leeds for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD LEEDS HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY LEEDS AND INCORPORATED INTO THE CUSTOMER’S PRODUCT.

Products are intended for commercial use only. Products are traceable to the OEM manufacturer and Lot/Date Code where available and when requested at the time of customer order. Leeds does not determine the specifications or conduct any performance or safety testing of any products that it sells. Specification sheets provided to Customers are produced by the manufacturer or transcribed from information provided by the manufacturer. Leeds is not a Qualified Manufacturers List (QML) supplier or a supplier of Qualified Product Listing (QPL) components. Customer agrees that all purchases are for commercial or other applications that do not require QPL components. Any reference to military specifications in our catalog or on our website is for reference only and does not modify these terms and conditions. Leeds does not participate in any product safety engineering, product safety review or product safety testing. Leeds cannot provide any safety testing, safety evaluation or safety engineering services. Products sold by Leeds are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. This includes, but is not limited to, Class III medical devices as defined by the US Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. If Customer uses or sells the Products for use in any such applications: (1) Customer acknowledges that such use or sale is at Customer’s sole risk; (2) Customer agrees that Leeds and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD Leeds AND THE MANUFACTURER OF THE PRODUCTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE OR SALE.

If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. Leeds shall have no responsibility or liability for the content or use of such statements or advice. Leeds Technical support is provided by telephone and e-mail only and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any customer products. We do not conduct product suitability studies or engineering reviews of products that we sell, nor for the final product that a Customer produces.

If statements or advice, technical or otherwise, are offered or given to Customer, such statements or advice will be deemed to be given as an accommodation to Customer and without charge. Leeds shall have no responsibility or liability for the content or use of such statements or advice. Leeds Technical support is provided by telephone and e-mail only and, therefore, extremely limited in scope which prevents us from the direct participation in the design of any customer products. We do not conduct product suitability studies or engineering reviews of products that we sell, nor for the final product that a Customer produces.

If an order includes software or other intellectual property, such software or other intellectual property is provided by Leeds to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software may be returned for credit. Opened software may not be returned unless defective.

Leeds will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Leeds’s time for delivery or performance will be extended by the period of such delay or Leeds may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

Leeds is committed to compliance with all U.S. Export Regulations and Laws. Leeds will not sell or ship to countries embargoed by the U.S. Treasury Office of Foreign Asset Control (OFAC). Leeds will not sell or ship to individuals or organizations identified by the U.S. Treasury as Specially Designated Nationals and Blocked Persons. Leeds will not sell or ship products prohibited under Export Administration Regulations to individuals or organizations identified by the U.S. Department of Commerce, Bureau of Industry and Security (BIS). Leeds will not seek export licenses pursuant to Export Administration Regulations. Leeds participates in BIS Export Enforcement and OFAC transaction reporting. Furthermore Leeds prohibits the re-export, brokering or transhipment of its products to any individual, organization or country prohibited by the OFAC or BIS. The sale, resale or other disposition of Products, and any related technology or documentation, are subject to the export control laws, regulations and orders of the United States and may be subject to the export and/or import control laws and regulations of other countries. Customer agrees to comply with all such laws, regulations and orders. Customer further acknowledges that it shall not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Customer acknowledges its responsibility to obtain any license to export, re-export or import as may be required. 14a. Export Classification Disclaimer Any use made of Leeds classifications, whether it be ECCNs or any variation of Harmonized Tariff codes, is without recourse to Leeds and at the user’s risk. Export classifications are subject to change. If you export or re-export, your company, as the exporter of record, is responsible for determining the correct classification of any item at the time of export. Any export classification by Leeds is for Leeds internal use only and shall not be construed as a representation or warranty regarding the proper export classification nor relied upon to make licensing determinations.

may not be modified or cancelled without Leeds written agreement. Accordingly, goods furnished and services rendered by Leeds are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any order purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Notwithstanding any terms and conditions on Customer’s order, the information and conditions on the Credit Application are controlling over Customer and Leeds. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents (“Customer Documents”), whether heretofore or hereafter submitted, are negated by submission of the Credit Application and the issuance of credit by Leeds, and all different or additional terms and conditions contained in any Customer Documents are hereby objected to by Leeds. Leeds performance of any contract is expressly made conditional on Customer’s agreement to Leeds’s Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Leeds. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer’s convenience only and shall not be deemed or construed to be acceptance of Customer’s terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Leeds. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. The Terms and Conditions will be governed by and construed in accordance with the laws of the state of Texas and the applicable laws of the United States.