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PROPOSAL DATE: December 8, 2020 Proposal#: 159824 AQUA -AEROBIC
<br />SYSTEMS, INC.
<br />V.
<br />AMetaw ter Company
<br />TERMS AND CONDITIONS OF AQUA -AEROBIC SYSTEMS,INC. (A Metawater Company)
<br />Page 1 of 2
<br />This offer and all of the goods and sale sof Aqua -Aerobic Systems, Inc. are subject only to the following terms and conditions. The acceptance of any
<br />order resulting from this proposal isbasedon the express condition that the Buyer agrees to all the terms a nd conditions herein contained. Any terms
<br />and conditions in any order, which are in addition to or inconsistent with the following, shall not be binding upon Aqua -Aerobic Systems, Inc. This
<br />proposal and any contract resulting therefrom, shall be governed by and construed in accordance with the laws of the State of Illinois, with outregard
<br />to conflicts of laws principles.
<br />PAYMENT
<br />Unless specifically stated otherwise, 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 retainage of any invoice amount, unless authorized in writing by an authorized
<br />representative of ourLoves Park, Illinois office.
<br />DURATION OF QUOTATION
<br />This proposal of Aqua -Aerobic Systems, Inc. shall in no event be effective more than 30 days from date thereof, unless specifically stated otherwise,
<br />and is 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 information, 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 control including, but not limited to, war, riots, strikes, labor trouble causing interruption of work, fires,
<br />other casualties, transportation delays, modific ation of order, any act of governmental author itie s o r a cts of Go d. Quoted shipment dates in th is
<br />proposal are approximate dates goods will be shipped and, unless agreed to in writing by Aqua -Aerobic Systems, Inc, Buyer may notpost pone 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 andall shipments ofgoods are F.0 B. Aqua -Aerobic Systems,Inc.is plant at Loves Park, Illinois unless specifically statedotherwise.
<br />Delivery of the goods sold hereunder to the carrier shall be deemed delivery to the Buyer, and upon such delivery, title to such goods and risk of loss
<br />or damage shall be upon Buyer.
<br />TAX ES
<br />Prices quoted do not include any taxes, customs duties, or import fees. Buyer shall pay any and all use, sales, priv ilege or other tax or cust omsduties
<br />or import fees levied by any governmental authority with re spe ct to the sale or transportation of any goods covered hereby. I fA qua -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 require dto pay.
<br />INSURANCE
<br />Unless the goods are sold on a CIF basis, the Buyer shall provide marine insurance for all risks, including war and general coverage
<br />SECURITY
<br />Ifatanytime Ih e financial responsibility of the Buyer becomes unsatisfactory to Aqua -Aerobic Systems, Inc., or Aqua -Aerobic Systems, Inc.
<br />otherwise deems itself insecure as to receipt of full payment of the purchase price from Buyer hereunder, Aqua -Aerobic Systems, Inc. reserves the
<br />rightto require payment in advance or security or guarantee satisfactory to Aqua -Aerobic Systems, Inc. of payment in full of the purchase price.
<br />LIMITATION OF ACTION
<br />No action shallbe brought against Aqua -Aerobic Syslems,Inc. for anybreach ofits contract of sale more than two yearsafter the accrualof the cause
<br />of action thereof, and, in no event, unle ss the Buyer shall fust have given writte n notic e to Aqua -Aerobic Systems, Inc , o f any claim of bre ach o f
<br />contract within 30 days after the discovery thereof.
<br />CANCELLATION CLAUSE
<br />No acceptance of this p roposa 1, by purchase order or o th er wise, may be modified except by written consent of Aqua -Aerobic Systems, Inc. nor may it
<br />becanccIle dexceptbypriorpaymenttoAqua- Aerob ic Sy ste ms, In c. the following sums asliquidateddamagestherefor e:I)Ifcanc ellatic) nisprior to
<br />c ommenc e me nt of pro duction and prior to the assumption of any o bligation s by Aqua -Aerobic Systems, Inc. for any materials or component parts, a
<br />sum equal to 15% of the total purchase price; 2) If cancellation is after the commerice mentofproduction 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 of the direct, out -o f -p ocke t e xpe uses incurred to the date of
<br />c anc ellalion for labo r, machine time, mate rials a nd any ch arges made to us by suppliers for c anc a Ration, plus 30% of the total purchase p rice. All
<br />charges andexpenses shallbe as dete rm ine d b y A qu& Ae rob ic Systems, Inc. In the event any items are use dbyAqua-Ac rob ic Systems, Inc. to fill a
<br />subsequent order, then upon receiptofpayment forsuch order, Aqua -Aerobic Systems, Inc. shall pay the Buyer asumequalto the direct out-of-
<br />pocketexpenses previously charged andreceived from Buyer.
<br />PROPRIETARY INFORMATION
<br />This proposal, including all descriptive data, drawings, material, information and know-how disclosed by Aqua -Aerobic Systems, Inc. to Buyer in
<br />relation hereto is confidential information intended solely for the confidential use ofBuyer, shall remain the property of A qua -Aerobic Systems, Inc.
<br />and shallnotbe d isclose d or otherwise usedto the disadvantage ordetrimentof Aqua -Aerobic Systems,Inc. inany manner.
<br />6306 N. Alpine Rd. Loves Park, IL 61111-7655 p 815.654.2501 f 815.654.2508 www.aqua-aerobic.com 211
<br />Copyright 2020, Aqua -Aerobic Systems, Inc Printed: December 8, 2020 Page 4 of 5
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