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PROPOSAL DATE: January 30, 2018 Change Order to Proposal # 140380 �:° A IJA SYSTEMS, T IC
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<br />TERMSAND CONDITIONS OF AQUA -AEROBIC SYSTEMS,INC. (A Metawater Company)
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<br />This offer and all of the goodsand salesof Aqua -Aerobic Systems,Inc. are subjectonly to the followingterms and conditions. The acceptance of any
<br />order resulting fromthis proposal isbasedon the express condition thatthe Buyer agrees to all the terms a nd conditions herein contained. Any terms
<br />and conditions inany order,whichare in additionto or inconsistent with the following, shall not be binding upon Aqua -Aerobic Systems,Inc. This
<br />proposaland any contract resulting therefrom shall be governed by and construed in accordance with the lawsof the State of Illinois, w ith out regard
<br />to conflicts of laws principles.
<br />PAYMENT
<br />Unless specifically stated otherwse, quoted terms are Net 30 Days from shipping date. Past -due charges are 1.5% per month and will apply only on
<br />any past -due balance. Aqua -Aerobic Systems,Inc. does not allow reta inage of any invoice amount, unless authorized in writing by an authorized
<br />representative of o urLove s Park, I lhn ois office.
<br />DURATION OF QUOTATION
<br />This proposal of Aqua -Aerobic Systems, Inc. shall in no eventbe effective more than 30 days from date thereof, unless specifically stated otherwise,
<br />ands subject to change at anytime prior to acceptance.
<br />SHIPMENT
<br />Shipping dates are not a guarantee of a particular day of shipment and are approximate, being based upon present production info rmatio n, and are
<br />subject to change per the production schedules existing at time ofreceipt of purchase order. Aqua -Aerobic Systems, Inc. shall not be responsible for
<br />any delay in shipment for causes beyond its contro I including, but not limited to, war, riots, strikes, labor trouble causing interruption ofwork, fires,
<br />other ca sua hie s, tra nsportation delays, modification of order, any act of govern mental a uthoritie s o r acts of God. Quoted shipment dates in the
<br />proposal are approximate dates goods will be shipped and, unless agreed to in writing by Aqua -Aerobic Systems, Inc, Buyer may not postpone or
<br />delay the dates of shipment of goods from our plant or from our supplier's plants beyond the dates set forth in this proposal .
<br />TITLE AND RISK OF LOSS
<br />All prices and all shipments of goods are F.OB.Aqua -Aerobic Systems,Inc.'s plant at Loves Park, Illinois unless specifically slated olh erw ise.
<br />Delivery of the goods sold hereunder to the carrier shall be deemed delivery to the Buyer, and upon such delivery, title to s uch goods and risk of loss
<br />or damage shall be upon Buyer.
<br />TAXES
<br />Prices quoted do not include any taxes, customs duties, or import fees. Buyer shall payany and all use, sales, privilege or other tax or cust omsduties
<br />or import fees levied by any governmental authority with respect to the sale or transportation of any goods covered hereby. I fAqua-Aerobic Systems,
<br />Inc. is required by any taxing authority to collector to pay any suchtax,duty or fee, the Buyer shall be separately billed at such time for the amounts
<br />Aqua -Aerobic Systems, Inc. is required to pay.
<br />INSURANCE
<br />Unless the goods are sold on a CIF basis, the Buyer shall provide marine insurance for all risks, includingwar and general coverage
<br />SECURITY
<br />If at anytime the financial responsibility of the Buyer becomes unsatisfactory to Aqua -Ae rob is Systems, Inc., or Aqua -Aerobic Systems, Inc.
<br />otherwise deems itselfinsecure as to receipt offull payment of the purchase price from Buyer hereunder,Aqua•Aerobic Systems, Inc. reserves the
<br />righ t to require payment in advance or security or guarantee satisfactory to Aqua -Aerobic Systems, Inc. of payme nt in full of the purchase price.
<br />LIMITATION OF ACTION
<br />No action shall be brought againstAqua-Aerobic Systems, Inc. for any breach of its contract of sale more than two years after the accrual ofthe cause
<br />of action thereof, and, inn o event, unless the Buyer shall first have given written n otic a to Aqua -Aerobic Systems, Inc, of any claim of b re ac h of
<br />contract within 30 days after the discovery thereof.
<br />CANCELLATION CLAUSE
<br />No acceptance ofthis proposal, by purchase order orolherwise, maybe modified exceptby written consent ofAqua-Aerobic Systems, Inc. nor may it
<br />be cancelled exceptby prior payment to Aqua-Aerob ic Systems, Inc. the following sums as liquidated damages therefore: I) Ifcancellation is prior to
<br />c ommenc a me nt of pro duction and p rior to the assumption of any obligations by Aqua -Aerobic Systems, Inc. for any materials or component parts, a
<br />sum equal to 15%of the total purchase price; 2) Ifcancellation is after the commencement of production or after the assumption of any obligations by
<br />Aqua -Aerobic Systems, Inc. for any materials or component parts,a sum equal to the total ofthe direct, out -of-pocketexpenses incurred to the date of
<br />cancellation for labor, machine time, materials and any charges made to us by suppliers for cancellation, plus 30% of the total purchase p rice . All
<br />charges andexpenses shall be as determinedby Aqua -Aerobic Systems, Inc. In the event any items are used by Aqua -Aerobic Systems, Inc. to fill a
<br />subsequent order, then upon re ce ipt of payment for such order, Aqua -Aerobic Systems, Inc. shall pay the Buyer a sum equal to the direct out-of-
<br />pocketexpenses previously charged andreceived fromBuyer.
<br />PROPRIETARY INFORMATION
<br />This proposal, including all descriptive data,drawings, material, information and know-how disclose d by Aqua-Aerob ic Systems,Inc.to Buyer in
<br />relation heretois confidential information intended solely forthe confidentialuse ofBuyer, shall remain the property ofA qua -Aerobic Systems,Inc.
<br />and shallnotbe d isclosed or otherwise usedto the disadvantage or detriment o fAqua -Aerobic Systems,Inc. inany manner.
<br />6306 N. Alpine Rd. Loves Park, IL 61111-7655 p 815.654.2501 f815.654.2508 www.aqua-aerobic.com 90
<br />Copyright 2018, Aqua -Aerobic Systems, Inc Printed: January 30, 2018 Page 3 of 4
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