Wangen America, Inc. Terms and Conditions of Sale

1. Definitions

As used in these terms and conditions (“Agreement”), (a) “Order” means the order to purchase Products on the reverse side of this Agreement; (b) “Seller” means Wangen America, Inc.; (c) “Buyer” means the party executing the Order and/or the party accepting delivery of Seller's products; (d) “Products” means the products provided by Seller under this Agreement, and (e) “Manufacturer” means the Pumpenfabrik Wangen GmbH.

2. Acceptance, Merger and Integration

Seller will be deemed to have accepted this Agreement when Seller returns an acknowledgement copy of the Order or begins substantial performance under the Order. Buyer accepts this Agreement by acknowledging a copy of the Order, by confirming the Order through a purchase order or confirmation, or by accepting of delivery of the Products. Notwithstanding the manner in which Buyer accepts, Buyer's acceptance is limited exclusively to the acceptance of Seller's terms and conditions set forth in this Agreement. Seller objects to and rejects any proposal by Buyer for additional or different terms in connection with the Products. Any and all terms, conditions and provisions contained in Buyer’s purchase order, acknowledgement form or other communications with respect to the transaction contemplated by the Order, if any, are agreed to be without any force and effect. This Agreement, which includes all attached riders or limited warranties, is intended to be the exclusive and final statement of the parties’ understanding regarding the Products, merging and superseding all negotiations and prior written or oral agreements between the parties as to the Products. There are no promises, representations or understandings made in connection with the Order or contemporaneous with its execution, except as set forth in this Agreement.

3. Prices and Taxes

The price of the Products specified the Order does not include (i) United States federal taxes, state or local sales taxes; (ii) Canadian federal and provincial sales taxes including, but not limited to, any Canadian goods and services and/or harmonized sales taxes and (iii) use taxes or occupational taxes. Unless prohibited by law, Buyer is responsible for and shall pay all applicable sales, use, occupational, excise, value added or other similar taxes applicable to the manufacture, sale, price, delivery or use of the Products, or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to and considered valid by the applicable taxing authorities.

4. Payment

Terms of payment are 30 days from the invoice date with approved credit, if applicable. Seller reserves the right to determine at its sole discretion the parties and extent of any such credit approval. Failure to make prompt and full payment constitutes a material breach of this Agreement. Past due balances shall be subject to interest charges at an annual rate of 5%. Seller may charge late fees or administrative fees if Buyer’s funds are not in Seller’s bank account on the 30th day following the invoice date. Buyer agrees to pay taxes appearing on the invoice or furnish Seller with a valid resale/exemption certificate no later than the time of payment. 5. Delivery. All sales are ex works Seller's warehouse. Unless otherwise directed, Seller will prepay all freight and invoice the Buyer for the amount of freight paid.

6. Delivery Delays

Seller shall use reasonable efforts to make deliveries promptly and in a commercially reasonable manner. Delivery dates and estimates are not guaranteed. Seller disclaims any liability or responsibility for the late delivery or non-delivery of the Products. Seller shall not be liable for failure to deliver or delays in delivery of the Products if such failure or delay is due, in whole or part, to any cause or conduct beyond the reasonable control of Seller. 7. Risk of Loss. Risk of loss, destruction of or damage to the Products shall be Seller's until delivery of the Products to a carrier at the Seller's warehouse. Thereafter, Buyer shall be fully responsible for and assume all risk of loss, destruction of or damage to the Products. Loss or damage to the Products after risk of loss has passed to Seller will not release or excuse Buyer from its obligations under this Agreement to Seller, including the obligation to make full payment.

8. Short Shipments/Damage Claims

Seller will endeavor to ship all Orders completely or as completely as reasonably possible. Upon written authorization by Buyer, Seller may ship incomplete Orders, in which case Seller shall have no liability for such short or incomplete Order. To preserve any claim against carriers for damages or short shipments, Buyer must report the claim in writing directly to carrier, with a copy of the claim to Seller. Buyer must make such report as soon as possible after receipt of the merchandise, but in no case more than seven (7) days for air shipments and fourteen (14) days for all other shipments.

9. Rejection and Revocation of Acceptance

Any rejection or revocation of acceptance by Buyer must be made within thirty (30) days of delivery and any attempted rejection or revocation of acceptance made thereafter shall be null and void. 10. Cancelled Orders. Buyer may cancel the Order only if Seller approves such cancellation in a signed writing. Cancelled orders approved by Seller are subject to a restocking charge of 20% of the purchase price of the Products. Custom orders, special orders or orders for specific equipment requiring a factory order may not be cancelled.

11. Designs and Specifications

The design and specifications of the Products are subject to change without notice. Seller reserves the right to ship the latest type and design of the Products at current prices and shall have no liability or obligation for changes in design or specifications. In the event designs or specifications are changed, Buyer may, within fourteen (14) days of receiving notice of any changes in design or specifications, cancel the Order without liability, but only if the changes in design or specifications would have a negative material impact upon the business or operations of Buyer or otherwise render the Order or the delivery or use of the Products commercially impracticable.

12. Governing Law

This agreement shall be governed by and subject to the internal laws (exclusive of the conflicts of law provisions) and decisions of the courts of the State of Illinois.

13. Assignment

The rights and obligations of the parties under this agreement shall not be assignable unless consent to the assignment is in writing and signed by the parties.

14. Limited Warranty and Disclaimer of All Other Warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY, IF ANY, WHICH IS ATTACHED AS A RIDER TO THE ORDER OR THIS AGREEMENT, SELLER AND MANUFACTURER MAKE NO EXPRESS OR IMPLIED WARRANTIES IN THIS AGREEMENT, THE ORDER OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER AND MANUFACTURER DISCLAIM ALL WARRANTIES, WRITTEN, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. SELLER AND MANUFACTURER EXPRESSLY DISCLAIM ANY AND ALL LIABILITY TO BUYER FOR ANY CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF USE, LOSS OF PROFITS, INCOME, OR REVENUE, LOSS OF TIME OR INCONVENIENCE, LOSS OR DAMAGE TO ASSOCIATED EQUIPMENT, COST OF SUBSTITUTED OR REPLACEMENT EQUIPMENT, LOSS TO FACILITIES, LOSS OF CAPITAL, LOSS OF SERVICES OR COST OF REPLACEMENT, OR ANY OTHER INCIDENTAL CONSEQUENTIAL OR SPECIAL DAMAGE ARISING OUT OF THIS ORDER OR THE OPERATION, FUNCTION OR CHARACTERISTICS OF THE PRODUCTS PURCHASED HEREUNDER OR OTHERWISE PROVIDED BY SELLER OR MANUFACTURER. IN THE EVENT A LIMITED WARRANTY IS GIVEN BY SELLER OR MANUFACTURER, IT IS EXPRESSLY UNDERSTOOD THAT SAID LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE REMEDY OF BUYER.

15. Limitation of Liability

To the fullest extent permitted by law, the parties waive and relinquish any claims, demands, causes of action or recoveries for punitive damages, exemplary damages, or statutory damages. Seller and Manufacturer shall not be liable for indirect, special, incidental or consequential damages arising under this Agreement or otherwise with respect to the sale of the Products, including any lost revenues or profits, consequential and/or incidental damages, business interruption or damage to business reputation, regardless of the theory upon which any claim may be based. Notwithstanding the terms of any limited warranty provided by Seller or Manufacturer, in no event will Seller's or Manufacturer’s entire liability to Buyer exceed the purchase price actually paid by Buyer for the Products, or any defective portion thereof, whichever is the lesser amount.

16. Force Majeure

Seller shall have no liability or obligation to Buyer of any kind, including but not limited to any obligation to deliver the Products, arising from any delay or failure to perform all or any part of the Order or this Agreement as a result of causes, conduct or occurrences beyond Seller's reasonable control, including, but not limited to, commercial impracticability, fire, flood, act of war, civil disorder or disobedience, act of public enemies, problems associated with transportation (including car or truck shortages), acts or failure to act of any state, federal or foreign government or regulatory authorities, labor disputes, strikes, or failure of suppliers to make timely deliveries of materials, goods or services to Seller.

17. Default

The failure of Buyer to perform any obligations hereunder, including without limitation, the payment of the purchase price for Products and all other amounts due, the failure to materially perform other agreements between Buyer and Seller, or Buyer's bankruptcy or insolvency, shall constitute a default under this Agreement and shall, in addition to any other remedies provided by law, equity or this Agreement, afford Seller all of the remedies of a secured party under the Uniform Commercial Code of the State of Illinois. 18. Attorneys' Fees. In the event it becomes necessary for Seller to enforce the terms and conditions of the Order or this Agreement by litigation or otherwise, or to defend itself in any controversy, litigation, claim, demand or cause of action arising out of or as a result of the Order, this Agreement or the Products, and if Seller is the substantially prevailing party in said controversy, litigation, claim, demand or cause of action, then Seller shall be entitled to recover from Buyer, in addition to any other relief granted or damages assessed, its reasonable attorneys' fees, expert witness fees, costs and expenses of litigation.

19. Waiver

No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 20. Severability. If any term, covenant, warranty or condition of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be held or deemed invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant or provision, to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term, covenant or provision of this Agreement shall be deemed valid and enforced to the fullest extent permitted by law.

21. Indemnification

To the fullest extent permitted by law, Buyer shall defend, indemnify and hold Seller and Manufacturer and their respective employees, officers, directors and representatives (each, an “Indemnified Party”) harmless from any and all claims, demands, subrogation claims by Buyer's insurers, causes of action, liabilities, fines, regulatory actions, seizures of product, losses, costs, expenses (including, but not limited to attorneys' fees, expert witness expenses and litigation expenses) (each a “Claim”), arising from or in connection with any Claim asserted against any Indemnified Party for damage, injury, death, loss, property damage, delay or failure in delivery of the Products or any other Claim, whether in tort, contract, or otherwise, relating to the Order or this Agreement, the business relationship between the parties or the Products. Notwithstanding the foregoing, Buyer has no indemnity obligation to either Indemnified Party with respect to any Claims that result solely from the negligence of such Indemnified Party, and this indemnity provision does not purport to indemnify either Indemnified Party solely for its own negligence, but rather for the negligence or conduct, whether sole or concurrent, of Buyer. Buyer, for itself and its insurers, expressly waives any and all limitations or liability caps, if any, on Buyer's contribution liability to the Indemnified Parties, and any and all statutory or common law lien rights or Claims against the Indemnified Parties arising from any applicable workers’ compensation or disability acts, which Buyer might or could assert against an Indemnified Party or the Indemnified Party’s insurers in the event of the personal injury or death of Buyer's employees, representatives or servants. Without limiting the foregoing, Buyer, for itself and its insurers, also waives any liens, claims or other rights it may have as a result of being subrogated to any rights of its employees, representatives or servants.

22. Forum Selection

The parties consent to the exclusive jurisdiction of the federal court in Chicago, Illinois or the state court located in Cook County, Illinois with respect to all litigation, claims, causes of action, demands, controversies or disputes among the parties. The only exception to this forum selection provision is a claim by Seller seeking the replevin of the Products in the event the courts specified in this provision will not or cannot assert jurisdiction. All counterclaims, if any, in connection with the replevin claim, shall be subject to this forum selection provision.

23. Modification

Seller reserves the right at its sole discretion to adjust, from time to time, any and all provisions of this Agreement.

Wangen America, Inc. Terms and Conditions of Purchase

1. Acceptance

As used herein, the term “Buyer” shall mean Wangen America, Inc. These terms and conditions shall be considered a part of the purchase order (“Purchase Order”) to which they are attached. Seller has read and understands this Purchase Order and agrees that Seller’s written acceptance or commencement of any work or service under this Purchase Order shall constitute Seller’s acceptance of these terms and conditions only. Seller’s acceptance is limited to acceptance of Buyer’s terms. These Terms and Conditions shall not be superseded by any terms other than this Purchase Order, the parties having expressly agreed that any terms provided by Seller shall be null and void and without force and effect. Any modification to this Purchase Order shall be made in accordance with Section 20. All Purchase Orders shall be deemed accepted by Seller if not rejected within five (5) business days of receipt of such Purchase Order and provided that Buyer does not revoke such Purchase Order within ten (10) days of Seller’s receipt.

2. Price

The contract price includes, and Seller shall be responsible for, all charges for taxes, cartage, transportation and other incidental expenses. The price stated on the face hereof includes all applicable local, state and federal excise, sales and use taxes. All payments under the Purchase Order are exclusive of all applicable taxes and governmental charges (such as duties), all of which in excess of the price charged shall be paid by Seller regardless of which party such taxes are imposed upon (with the exception of any taxes imposed on Buyer’s income). Seller warrants that the prices charged Buyer do not exceed the lowest prices charged by Seller for similar goods and services to its other customers and are in compliance with law. Buyer is entitled to setoff and deduction of amounts due under this Purchase Order or any other agreement in the event Seller is in breach of this or any other agreement with Buyer or provides defective or nonconforming goods or services. If Seller receives a discount, rebate, allowance, or incentive from any of its suppliers, Seller must disclose and provide to Buyer the full value of the discount, rebate, allowance or incentive that is received by Seller and is relates to the purchase of products that it sells to Buyer.

3. Shipping

Time is of the essence. Seller shall make deliveries in the quantities and at the time specified in the Purchase Order. Unless otherwise specified, packages must bear Buyer’s order number and bulk containers must show gross, tare, and net weight and/or quantity. All goods shall be suitably classified to assure the lowest transportation rates consistent with full protection against loss and damage in transit and to meet the carrier's requirements. Invoices are to be rendered in triplicate. Buyer’s order number, as well as any code number used in conjunction with specific material, must appear on all invoices, packing slips and correspondence. No act of Buyer, including, without limitation, modification of this Agreement or acceptance of late deliveries, shall constitute a waiver of this provision. Seller shall notify Buyer immediately of any circumstance which is delaying or which threatens to delay the timely performance, but such notice shall not excuse performance by Seller nor affect Seller’s liability for performance hereunder. Buyer reserves the right to reject or return at Seller’s risk and expense all nonconforming goods, shipments made in excess of Buyer’s Purchase Order, or shipments in advance of delivery schedules. Buyer may defer payment on advance deliveries until scheduled payment dates. Seller shall not backorder any goods unless directed to do so by Buyer in writing. Seller shall insure all shipments for full value for the benefit of Buyer. Seller shall use all commercially reasonable shipping, packing and delivery methods to insure on-time deliveries and to protect the goods in transit.

4. Title

All sales are F.O.B. Buyer’s facility or such other location as specified by Buyer. Title to and risk of loss of all goods sold hereunder shall pass to Buyer upon delivery and acceptance by Buyer.

5. Changes

Buyer reserves the right at any time to direct changes, or cause Seller to make changes, to drawings and specifications of the goods or to otherwise change the scope of the work covered by this Purchase Order, including work with respect to such matters as inspection, testing or quality control, and Seller agrees to promptly make such changes; any difference in price or time for performance resulting from such changes shall be mutually agreed between Buyer and Seller.

6. Supplier Quality and Development

Inspection. Seller agrees to comply with all quality requirements and procedures specified by Buyer, as revised from time to time. Seller agrees to maintain adequate authenticated inspection and test reports, affidavits, certifications or other such documents which relate to work performed under the Purchase Order, to be kept for a period of no less than 15 years from the date of the last delivery to Buyer and promptly made available to Buyer and its customers upon request.

7. Nonconforming Goods

Buyer may, but is not required to, inspect all goods at Seller’s facility and/or upon delivery. Payment with respect to delivered goods will not constitute acceptance. Buyer may reject any goods that do not meet the specifications, warranties or other requirements of the Purchase Order, or are otherwise defective in whole or part, at any time after delivery notwithstanding prior inspections. Any goods rejected by Buyer will be at Seller’s risk and expense and Seller will not thereafter tender such goods for acceptance unless the former rejection or requirement of correction is disclosed and fully repaired and remedied. Seller will reimburse Buyer for any packaging, handling and transportation costs incurred with respect to rejected goods. Buyer, at its discretion, reserves the right to reject reworked goods or products that are re-delivered for its acceptance. Buyer may revoke its acceptance of goods at any time, whether or not a substantial modification in the goods has been made, if a defect in the goods which could not have been discovered during Buyer’s normal inspection procedure (or which is not normally discoverable until the goods are used or assembled) impairs the value of the goods to Buyer. Neither Buyer’s exercise of, nor its failure to exercise, any rights provided hereunder, will relieve the Seller from responsibility for producing conforming goods.

8. Force Majeure

Any delay or failure of either party to perform its obligations shall be excused if, and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems, inability to obtain power, material, labor, equipment or transportation, or court injunction or order; provided that written notice of such delay (including anticipated duration of the delay) shall be given by the affected party to the other party within ten (10) days. During the period of such delay or failure to perform by Seller, Buyer may purchase goods from other sources and reduce its schedules to Seller by such quantities, without liability to Seller, or have Seller provide the goods from other sources in quantities and at times requested by Buyer and at the price set forth in this Purchase Order. If requested by the Buyer, Seller shall, within ten (10) days of such request, provide adequate assurances that the delay shall not exceed thirty (30) days. If the delay lasts more than thirty (30) days or Seller does not provide adequate assurance that the delay will cease within thirty (30) days, Buyer may immediately cancel the Purchase Order without liability.

9. Warranty

In addition to any warranties (express or implied) or remedies afforded Buyer in law or equity, Seller expressly warrants that the goods and services provided under this Agreement conform to Section 3 and the description, specifications and provisions herein. The goods and services are free from defects in design, manufacture, material and workmanship, are merchantable, are fully fit for their intended purpose, including the purpose for which they will be used by Buyer or Buyer’s customer and do not infringe any proprietary rights. Buyer’s remedies in law and equity are cumulative.

10. Cancellation for Breach or Nonperformance

Buyer reserves the right to cancel all or any part of this Purchase Order without liability to Seller, if Seller: (a) repudiates or breaches any of the terms of this Purchase Order; (b) fails to make progress so as to endanger timely and proper completion of services or delivery of goods, and does not correct such failure to progress within ten (10) days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Buyer specifying such failure to progress; (c) fails to perform services or deliver goods as specified by Buyer; or (d) is in imminent danger of failing to meet Buyer’s releases or schedules.

11. Termination for Convenience

Buyer may immediately terminate all or any part of this Purchase Order, at any time and for any reason, by giving written notice to Seller. Upon such termination, Buyer shall pay to Seller (a) the order price of all goods and services which have been completed in accordance with this Purchase Order and not previously paid for; and (b) the actual cost of works-in-process and raw materials incurred by Seller in furnishing the goods or services under this Purchase Order to the extent such costs are reasonable in amount and are properly allocable to the terminated portion of this Purchase Order; less, the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Seller with Buyer’s written consent, and the cost of any damaged or destroyed goods or material. Buyer will make no payments for finished goods, work-in-process or raw materials fabricated or procured by Seller in amounts in excess of those necessary to fulfill this Purchase Order, nor for any undelivered goods which are in Seller’s standard stock or which are readily marketable. Payments made under this Section shall not exceed the aggregate price payable by Buyer for finished goods which would have been produced by Seller pursuant to this Purchase Order.

12. Intellectual Property

Seller agrees to defend, indemnify and hold Buyer harmless from any and all claims, causes of action, demands, or disputes which allege, in whole or in part, any United States or foreign patent, trademark or copyright infringement with respect to the sale, use, distribution or application of the goods or services provided by Seller. Said protection and indemnification shall include indemnification for Buyer’s expenses of litigation, court costs, expert expenses and attorneys’ fees.

13. Indemnification

To the fullest extent permitted by law, Seller agrees to protect, defend, indemnify and hold harmless Buyer (including Buyer’s officers, customers, agents, employees, representatives, and affiliated companies) from and against all claims (including, but not limited to, product liability claims, strict liability claims, claims resulting from any defective design, workmanship, materials or services, or claims asserting, directly or indirectly, breach of contract, negligence (including Buyer’s negligence), malfeasance, breach of warranty, failure to meet specifications or other default with respect to Seller’s goods or services) losses, damages (including, but not limited to, actual, consequential, incidental and environmental damages), causes of action, suits and liabilities of every kind, including all expenses of litigation, court costs, and attorneys’ fees, for injuries to or death of any person (including, but not limited to, Buyer’s employees or Seller’s employees that may enter upon Buyer’s premises), or for damage to any tangible or intangible property or property rights (including, but not limited to, purely economic losses), arising out of or relating to (i) the goods or services provided hereunder; (ii) the manufacture, design, sale, transportation, installation, erection, testing, operation, maintenance, repair, recall, and use or non-use of the goods and services provided hereunder; (iii) the breach of this Agreement; or (iv) Seller’s sole or concurrent negligence. Seller also agrees to assign to Buyer, upon Buyer's request, any and all awards it may receive or legal claims it might have or might hereafter accrue to Seller under any foreign, federal, or state antitrust or competition laws that are related to Buyer's purchases of products that it sells to Buyer.

14. Insurance

Seller will maintain and require its subcontractors to maintain (i) commercial liability and automobile liability insurance in amounts sufficient to cover the obligations set forth above, and (ii) worker’s compensation and employer’s liability insurance covering all employees engaged in the performance of the Purchase Order. Seller will furnish, upon Buyer’s request, certificates evidencing such insurance providing at least 30 days prior written notice to Buyer of cancellation or immediate change.

15. Limitation of Buyer’s Liability

BUYER’S ENTIRE LIABILITY TO SELLER, IF ANY, FOR ANY CLAIMS, DEMANDS, CAUSES OF ACTION, ARISING IN TORT, CONTRACT OR OTHERWISE, INCLUDING WITH RESPECT TO ANY STATUTORY CLAIM, IS LIMITED SOLELY TO THE PURCHASE PRICE ACTUALLY PAID BY BUYER UNDER THE TERMS OF THIS PURCHASE ORDER. NOTWITHSTANDING THE FOREGOING LIMITATION, BUYER SHALL NOT BE LIABLE TO SELLER FOR SPECIAL, INDIRECT, ECONOMIC, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS PURCHASE ORDER OR OTHERWISE, WITH RESPECT TO THE SALE, PURCHASE, OR USE OF THE GOODS AND/OR SERVICES, INCLUDING ANY LOST REVENUE OR PROFITS, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, INCLUDING, WITHOUT LIMITATION, TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY OR ANY STATUTORY CAUSE OF ACTION.

16. Remedies

The rights and remedies reserved to Buyer under this Purchase Order shall be cumulative and additional to all other or further remedies provided in law or in equity. Buyer is entitled to setoff and deduct amounts due under this or any other agreement in the event Seller is in breach of this or any other agreement with Buyer, or provides defective or nonconforming goods or services.

17. Government/Legal Compliance

Seller agrees to comply with all international, federal, state and local laws, executive orders, rules, regulations and ordinances which may be applicable to Seller’s performance of its obligations under this Purchase Order. None of Seller or any of its officers, directors or employees is on any list of prohibited countries, individuals, organizations or entities that is administered or maintained by the U.S. Office of Foreign Assets Control (“OFAC”), including but not limited to the List of Specially Designated Nationals and Blocked Persons, or on any similar list not maintained by the OFAC, nor will Seller cause or allow any funds received pursuant to this Agreement to be provided to any country, individual, organization or entity on any such list. Seller has and maintains a process to ensure compliance with this Section 17.

18. Governing Law

This Purchase Order is to be construed according to the laws of the state of Illinois, excluding the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another state’s law.

19. Attorneys’ Fees

In the event it becomes necessary for Buyer to enforce the terms and conditions of this Purchase Order, or to defend or prosecute any litigation arising out of or as a result of this Purchase Order, or in connection with the sale of goods and/or services to Buyer by Seller, Buyer shall be entitled to recover from Seller, in addition to any other relief granted, reasonable attorneys’ fees, expert fees, costs and expenses of litigation to the extent Buyer is the substantially prevailing party.

20. Assignment/Waiver

There shall be no assignment of this Purchase Order or any interest herein unless specifically agreed to in writing by Buyer. No claim or right arising out of the breach of this Agreement can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.

21. Entire Agreement

The Purchase Order, together with the attachments, exhibits, or supplements, specifically referenced herein, constitutes the entire agreement between Seller and Buyer with respect to the matter contained herein and supersedes all prior oral or written representations and agreements.