Boulder Scientific Company May 2018


1. OFFER AND ACCEPTANCE: This Order constitutes an offer by
Boulder Scientific Company to purchase the goods or services described
in this Order (the “Goods”) from the supplier identified on this Order
(the “Seller”). If Seller accepts this offer, Boulder Scientific Company
and Seller will have formed a contract on the terms and conditions set
forth below. Seller may accept this Order either by giving Boulder
Scientific Company written notice of Seller’s acceptance or by
beginning performance of Seller’s obligations under this Order. Boulder
Scientific Company hereby limits acceptance of this offer to the terms
and conditions contained in this Order, and Boulder Scientific Company
hereby gives notice of objection to and rejection of any terms and
conditions which add to or differ from those set forth in this Order. No
waiver of or exception to any of the terms, conditions or provisions
contained in this order shall be valid unless specifically agreed to in
writing. No waiver of a breach of any provision of this order shall
constitute a waiver of any other breach, or of such provision. This Order
is expressly limited to the terms and conditions contained herein. Any
additional or conflicting terms and conditions contained in any
acknowledgment of this offer shall have no effect. Time is of the essence
for any matters relating to Seller’s performance of this agreement.

2. This Order and Seller’s performance hereunder is to be construed and
enforced according to the laws of the state of Colorado applicable to
agreements wholly executed and wholly performed therein. Any action
or proceeding brought by either party against the other arising out of or
relating to this Agreement shall only be brought in a court of competent
jurisdiction located in Weld County, Colorado. Buyer and Seller hereby
irrevocably consent to the in-personam jurisdiction of such courts for
purposes of any such action or proceeding. In the event any action or
proceeding is brought by any party against any other party hereunder,
the prevailing party, shall be entitled to recover reasonable attorneys’
fees in any such action or proceeding, including appeals, if any, plus
court costs and other expenses of litigation. BY ENTERING INTO
THIS AGREEMENT, EACH OF THE PARTIES KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED
ON OR ARISING FROM THIS AGREEMENT.

3. Shipment of any part of this Order constitutes acceptance of this Order
and its terms and conditions by Seller. Any goods or material delivered
in excess of the amount called for on this Order or any defective material
may be refused and returned at the expense of the Seller.

4. If material is furnished by Buyer to Seller or designee of Seller in
connection with this Order, Seller shall be solely responsible for all such
material.

5. Seller shall not assign this Order or any part thereof, without consent of
Buyer. Such consent shall not release Seller from its obligations and
liabilities under this agreement.

6. This Order may be used in connection with purchase releases under
separate written contract. In such cases, the contract terms shall prevail
over inconsistent terms herein, unless otherwise specifically agreed upon
in writing.

7. This Order may not be filled at higher prices than last quoted by Seller
without notice to and acceptance by Buyer.

8. HAZARDOUS MATERIALS: Seller and its agent will comply with all
applicable local, state, U.S. and foreign laws and regulations relating to
safety, environmental protection, transportation, and labeling. Sellers of
chemicals must supply current Safety Data Sheets, must label their
products with appropriate warnings and must certify that their chemicals
are on the Toxic Substances Control Act (TSCA) inventory.

9. INFRINGEMENT: Seller warrants that the goods covered by this order
are produced and sold free of patent infringements. Seller agrees to
indemnify and hold harmless the Buyer and Buyer’s customers from all
costs, judgments, and any other expense resulting from any patent,
trademark or copyright infringement claim or suit against Buyer or
Buyer’s customers based on the purchase, use or resale by Buyer or
Buyer’s customers, of the particular goods, equipment or work called for
in this Order. Seller shall defend any such infringement claim or suit at
no expense to Buyer or Buyer’s customers, provided only that Seller is
notified promptly of each such claim or suit.

10. PACKAGING: Seller warrants goods furnished hereunder shall be of the
quality and specifications stated herein, and free from all defects in
design, workmanship, and materials. Seller must include an itemized
packing list with each shipment, showing individual item numbers as
they appear on this Order. No charge will be allowed for handling,
packing, crating, drayage, demurrage or storage without the written
permission of Buyer.

11. CANCELLATION OF ORDER: Buyer may cancel this Order in part or
in its entirety prior to delivery by Seller. In the event of such
cancellation, Seller shall immediately stop work and shall cause any and
all of its suppliers and subcontractors to immediately cease work.
Subject to terms of this Order, Seller shall be paid a percentage of the
Order price reflecting the percentage of the work performed prior to
notice of termination, plus reasonable charges resulting from the
cancellation that Seller can demonstrate to the reasonable satisfaction of
Buyer using its standard record keeping system. Seller shall not be paid
for any work performed or costs incurred which reasonably could have
been avoided. Buyer reserves right to cancel any portion or all of this
Order if any shipment is not made as specified.

12. Payment alone for the goods under this Order shall not constitute
acceptance thereof. All materials shall be received subject to inspection
and/or rejection of Buyer. Defective material or material not in
accordance with specifications of Buyer may be held for inspection by
Seller at Seller’s expense. If instructions are not received within fifteen
(15) days after notice of rejection, goods may be returned or sold for
account and at expense of Seller. No goods returned as defective shall be
replaced without the written permission of Buyer.

13. Seller warrants that it is in compliance with all applicable federal, state,
provincial and local laws, rules and regulations.

14. FORCE MAJEURE: Neither party shall be liable for delays or defaults
due to acts of God, acts of government authority, acts of public enemy,
war, fires, floods, epidemics, strikes, labor troubles, or causes or
contingencies reasonably beyond its control, but this paragraph shall not
prevent Buyer from canceling in accordance with paragraph 11 hereof.

15. Any invoices bearing authorized transportation charges must be
supported with original receipted transportation bills showing weight
and rate. Except as otherwise stated herein, FOB (Free on Board) is
Buyer’s facility. Title to, and risk of loss of, the goods shall pass to
Buyer at the delivery point of Buyer.

16. SELLER AGREES TO DEFEND, INDEMNIFY, AND HOLD
HARMLESS BUYER, ITS AGENTS, OFFICERS, DIRECTORS,
EMPLOYEES AND REPRESENTATIVES (COLLECTIVELY,
“INDEMNITEES” AND EACH AN “INDEMNITEE”) FROM AND
AGAINST ALL CLAIMS, LOSSES, COSTS (INCLUDING, BUT
NOT LIMITED TO ATTORNEY’ FEES AND COURT COSTS AND
OTHER COSTS OF SUIT), DEMANDS, DAMAGES, AND
LIABILITIES OF WHATEVER NATURE OR CHARACTER
INCLUDING, WITHOUT LIMITATION, CLAIMS DUE TO BODILY
INJURY, OR INJURY TO OR LOSS OF PERSONAL OR REAL
PROPERTY (COLLECTIVELY, ‘CLAIM’), WHICH IN ANY WAY
ARISES OUT OF OR IS RELATED TO SELLER’S PERFORMANCE
OR NON-PERFORMANCE UNDER THIS ORDER, WHETHER OR
NOT CAUSED BY THE JOINT, COMPARATIVE, AND/OR
CONCURRENT NEGLIGENCE, FAULT, OR STRICT LIABILITY
OF ANY INDEMNITEE; PROVIDED, THAT THIS INDEMNITY
SHALL NOT APPLY TO ANY INDEMNITEE WITH RESPECT TO
ANY CLAIM, RESULTING FROM SUCH INDEMNITEE’S SOLE
NEGLIGENCE.
As used in this paragraph 16, “bodily injury” shall be construed to
include, but not be limited to, any injury, physical pain, illness, sickness,
disease, or impairment of physical condition of the body as well as any
personal injury including, but not limited to, any invasion of personal
rights such as libel or slander, civil or human rights violations, invasion
of privacy, tortuous interference with a contract or business advantage,
or mental suffering of any type.

Boulder Scientific Company May 2018