The following Terms and Conditions will govern all transactions with Purchaser (as defined below) unless expressly agreed in writing by the parties to the contrary.

1. DEFINITIONS. As used throughout this document and/or any other document(s) expressly incorporated herein by reference, “Purchaser” shall mean DRT Holdings, an Ohio corporation, and/or any of its subsidiaries or affiliates; “Seller” shall mean any party with whom Purchaser places an Order (as defined below); “Goods” shall mean the goods to be furnished by Seller to Purchaser under the Order; and “Purchase Order” or “Order” shall mean the purchase order on the reverse side hereof or attached hereto together with the Terms and Conditions contained herein and any drawing(s) and specifications(s) or any other information or conditions attached hereto or incorporated by reference.

2. TRANSPORTATION; DELIVERY; RISK OF LOSS. Deliveries shall be made both in quantity and at times specified on the Purchase Order, strictly in accordance with the delivery schedule. Time and quantity of delivery are of the essence of each Purchase Order. Seller shall advise Purchaser of Seller’s scheduled shipment date.

(a) Over shipment. Purchaser shall not be required to make payment for Goods delivered to Purchaser that are in excess of the quantities specified in the Purchase Order.

(b) Partial Shipment. Seller shall ensure that the Goods are delivered in accordance with Purchaser’s specified delivery schedule. In the event Seller ships or Purchaser receives than the Goods set forth on the Order, Purchaser may, at in its sole discretion, either (i) accept shipment and pay only for the Goods received pro rata based on the price of each item or (ii) reject the entire shipment. Seller shall bear all costs and expenses associated with any such partial shipment or delivery that are in excess of the ordinary cost or expense that Purchaser would have otherwise paid if such Order had been shipped or delivered in accordance with the Order, including, but not limited to, any additional freight costs as a result of multiple shipments of Goods or as a result of Purchaser refusing such Goods.

(c) Late or Defective Shipment. If Seller’s deliveries fail to meet Purchaser’s delivery schedule, Purchaser may, without limiting its other remedies and within Purchaser’s sole and absolute discretion, (i) reject the Goods and cancel the Order without any liability or obligation with respect to such Order or (ii) direct Seller to use a form of expedited routing and transportation that is acceptable to Purchaser, in Purchaser’s sole and absolute discretion. In the event that Purchaser directs Seller to use a form of expedited routing and transportation, Seller shall be solely responsible for the the costs incurred in connection with such expedited routing and transportation. Purchaser’s acceptance of a late or defective delivery shall not be deemed a waiver by Purchaser of its right to cancel the Order or to refuse to accept further deliveries.

(d) Purchaser’s Option to Change Delivery Date. Purchaser may, upon reasonable notice to Seller, change the date of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of the price of the Goods covered in the Purchase Order.

(e) Acceptance of Delivery; Risk of Loss. Goods shall not be considered delivered to, or received by, Purchaser until (i) such Goods have been physically received at the facilities specified by Purchaser in the Order or otherwise in writing and (ii) Purchaser has confirmed receipt and acceptance of such Goods in writing to Seller. Purchaser and its agents shall have ten (10) business days after Purchaser’s acceptance of the Goods to inspect such Goods, and in the event that Purchaser or its agents discover that any of the Goods are defective, damaged, non-conforming, or otherwise unacceptable, within Purchaser’s reasonable discretion, Purchaser may, in its sole discretion, (xi) require that Seller deliver replacement Goods within three (3) days of Purchaser providing notice to Seller or (xii) notify Seller that such Goods are defective, damaged, non-conforming, or otherwise unacceptable and that Purchaser is accepting only those Goods that were not defective, damaged, non-conforming, or otherwise unacceptable, and Seller shall have two (2) business days after Purchaser’s notice to collect such Goods from the facility where the Goods were delivered at Seller’s sole cost and expense (and, if such Goods are not collected within two (2) business days, then such Goods shall be deemed abandoned). Other than Purchaser’s obligation to provide notice to Seller in accordance with the foregoing provision, Purchaser shall have no liability or obligation with respect to any Goods that are defective, damaged, non-conforming, or otherwise unacceptable and which Purchaser has provided notice to Seller in accordance with the foregoing provision. Notwithstanding anythign to the contrary set forth in these Terms and Conditions or in any other document or communication, Seller shall retain all risk of loss for the Goods until (xxi) the Goods are delivered to the facility specified by Purchaser either in the Order or otherwise in writing and (xxii) Purchaser has accepted the Goods in writing.

3. CHANGES. Purchaser shall have the right to make changes within the general scope of this Purchase Order at anytime hereafter. All of the terms and conditions set forth herein shall apply to any and all such changes. In the event that a change affects the delivery or amount to be paid by Purchaser, Seller shall so notify Purchaser within two (2) business days after receipt of notice of the proposed change from Purchaser. No price increase or extension of time for delivery shall be binding on Purchaser until a change order has been issued and signed by Purchaser. Nothing in this Section 3, including any disagreement with Purchaser as to any claimed adjustment, shall entitle Seller to stop or delay performance under this Purchase Order.

4. TERMS OF PAYMENT. All requests for payment shall be made by invoice only referencing the applicable Purchase Order number(s). If no price is set forth on the front of the applicable Purchase Order(s), the Goods shall be billed at the price last charged by Seller to Purchaser and in no event shall any Purchase Order be filled at a price higher than that last charged. In the event that Purchaser makes full or partial payment to Seller prior to the delivery of all Goods by Seller, title to the Goods identified to the contract at the time of such payment or thereafter shall pass to Purchaser, and Seller shall be deemed a bailee of any and all Goods remaining in its possession. Seller agrees to maintain insurance coverage in types and minimum amounts equal to at least the total value of the Purchase Order for all Goods that are or become identified to the contract. Seller shall not at any time sell the same Goods to a different buyer at prices below those stated in this Agreement. Seller shall extend its best terms for the Goods to Purchaser, including, but not limited to, pricing. If Seller offers another customer or buyer more favorable terms for the Goods or for goods that are substantially similar to the Goods, Seller must immediately apply such more favorable terms to this Order.

5. PACKING. All Goods shall be crated, boxed, bundled or otherwise packaged in strict accordance with any instructions provided by Purchaser. In the absence of such instructions, Goods shall be packed in accordance with standard commercial practices. Charges for boxing, packing or and storage and all applicable federal, state and local taxes are included in the price stated on the Purchase Order. The cost of repairing any damage to Goods not packed to ensure proper protection to the same will be charged to Seller. Premium shipping expenses and/or other related expenses necessary to meet Purchaser’s delivery schedules shall be Seller’s sole responsibility.

6. SAFETY DATA SHEETS [Goods]. Supplier shall provide current Safety Data Sheets (SDS) for all hazardous materials and products delivered under this Purchase Order.

7. ASSIGNMENTS. Seller shall not assign any interest or right under this Purchase Order without Purchaser’s express written consent and any attempted assignment or delegation without such consent shall be null and void ab initio.

8. QUALITY. All Good supplied under this Purchase Order shall be new and free from defect in materials, design and workmanship, and such Goods shall conform to the standards of the industry and any specifications provided by Purchaser. The product must not contain the following materials: Freon Solvents, Radioactive materials, Magnesium or Magnesium base alloys, Cadmium or Cadmium plating, Polyvinyl Chloride (PVC), Polychlorinated Biphenyl’s (PCB), or Mercury in the product or used in the manufacture or testing of the product. The use of Magnesium and Cadmium as alloying elements in metals, for example 5052 and 6061 aluminum, is not excluded by this certificate. Supplies furnished shall not contain functional mercury or be contaminated externally by metallic mercury or mercury compounds. Chemical and physical certifications must accompany material. Notify Purchaser immediately of any variance from specifications, terms, or delivery cited above and defer to Purchaser for disposition of any such variance or nonconformance. Material to be from single heat lot unless prior authorization given by Purchaser. Unless otherwise stated in this Purchase Order, all Goods shall be made of new material(s) and components, which shall be fully warranted by Seller in accordance with the provisions of Section 9 below.

9. WARRANTY. Seller expressly warrants and guarantees that all Goods delivered hereunder shall be free from defects in design, materials or workmanship, in strict accordance with requirements of this Purchase Order, shall be of good and merchantable quality and fit for the particular purposes for which such Goods are intended, and shall comport with all specifications and documentation provided by Seller unless such conflicts with the specific requirements set forth in this Purchase Order. Seller will repair or replace Goods that are or become defective in any way promptly upon notification by Purchaser. All warranties shall survive any delivery, inspection, acceptance or payment.

10. INSPECTION. Purchaser and its authorized designee(s) reserve the right, but are not obligated, to inspect and test the Goods to be furnished at any stage of manufacture before delivery. All Goods shall be subject to a final inspection and testing by Purchaser or its authorized designee(s) at Purchaser’s plant or such other location as specified by Purchaser prior to acceptance by Purchaser. Purchaser’s full or partial payment for the Goods shall not constitute acceptance by Purchaser. If any of the Goods are found to be defective in any manner or otherwise not in conformity with the requirements of this Purchase Order, including any applicable drawings and/or specifications, Purchaser, in addition to such other rights and remedies that it may have at law or in equity, may, at its sole discretion, (i) reject and return to Seller such defective or non-conforming Goods at Seller’s expense; (ii) require Seller to inspect the Goods and remove defective or non-conforming Goods; or (iii) require Seller to replace defective or non-conforming Goods. If Seller fails to make the necessary inspection, removal, or replacement in a time and manner reasonably satisfactory to Purchaser, Purchaser may, at its option, inspect and sort the Goods, and Seller will pay any related expenses.

11. INDEMNIFICATION BY SELLER. Seller shall defend or settle, at its own expense, any and all claims made against Purchaser, its officers, directors, agents, or employees, and shall indemnity Purchaser, its officers, directors, agents, and employees and hold the same harmless from any and all loss, expense, damage liability, claims or demands, either at law or in equity, including any direct, indirect, special, incidental, consequential, punitive and exemplary damages, that are related in any way to (i) Seller’s representations; (ii) any breach or default by Seller of any term of this Purchase Order; (iii) Seller’s breach or alleged breach of a warranty; (iv) infringement or alleged infringement of any patents, trademarks or copyrights or other intellectual property; (v) any violation of any applicable law, ordinance or regulation or government authorization or order; (vi) any recall of the Goods; or (vii) any personal injury or death related to the Goods. Seller’s obligations to indemnify Purchaser under this Section 11 shall apply regardless of whether the claim arises in tort, negligence, contract, warranty, or strict liability or otherwise, except to the extent of any such liability arising out of the gross negligence of Purchaser. Purchaser shall have the right to engage separate counsel, at Seller’s expense, to monitor and advise Purchaser about the status and progress of the defense.

12. DEFAULT. Seller shall be in default under this Purchase Order upon the occurrence of either of the following: (i) Seller fails to perform any of its obligations to Purchaser under this Purchase Order or any other agreement(s) with Seller; or (ii) Seller shall become insolvent, cease doing business, or become the subject of any proceedings under any bankruptcy, insolvency or reorganization statute or law. In the event of default, in addition to any other remedies provided Purchaser at law or in equity, Purchaser may elect to cancel this Purchase Order and any other agreements with Seller, and in addition to all other damages that Purchaser can recover either at law or under this Purchase Order, Seller shall be liable to Purchaser for any additional costs incurred by Purchaser to purchase goods from a third party as a result of Seller’s failure to perform its obligations under this Purchase Order. Seller shall be liable to Purchaser for any direct, indirect, incidental, special or consequential damages, including, but not limited to, loss of profits, revenue or business, or attorneys’ fees resulting from, or in any way related to Seller’s default.

13. TERMINATION. Purchaser may terminate all or any part of this Purchase Order for convenience at any time by written notice to Seller. Notice shall be deemed to have been received by Seller three (3) days after being sent by Purchaser via certified mail, return receipt requested or upon actual receipt, whichever is earlier. Seller shall discontinue immediately upon notice all performance of work under this Purchase Order. In the event of such cancellation, Purchaser shall not be liable to Seller for loss of anticipatory profits, revenue or business, resulting from, or in any way related to Seller’s cancellation.

14. GOVERNING LAW; JURISDICTION. Any controversy arising out of or related to this document or the contract arising from this document shall be construed and governed by the laws of the State of Ohio, regardless of principles of conflicts of law. Any action arising from or related to this contract for the sale of goods shall be instituted and litigated in any federal or state court located in Montgomery County or Montgomery County, Ohio. The parties hereby irrevocably consent to the jurisdiction of the courts of Montgomery County and Montgomery County, Ohio.

15. MISCELLANEOUS. No failure to enforce or waiver of any breach of any provision of this document shall constitute a waiver of any provision or shall constitute an amendment of this document. If any provision hereof shall be held to be unenforceable, such holding shall not affect the enforceability of any other provision of this document.

16. PURCHASE ORDER/COMPLETE AND ENTIRE AGREEMENT. This Purchase Order constitutes the sole, complete and entire agreement between Purchaser and Seller with respect to the Goods to be furnished to Purchaser by Seller and supersedes all prior representations or agreements, whether written or oral. Acceptance of this Purchase Order is expressly limited to the terms and conditions contained herein and any information or documents expressly incorporated by reference. Any provision printed or otherwise contained in any quotation or acknowledgement of this Purchase Order that are inconsistent, different or additional to the terms and conditions of this Purchase Order, or any alteration in this Purchase Order, shall have no force and effect, and Seller hereby agrees that any such provisions or alterations shall not constitute part of this Purchase Order unless expressly agreed to in writing by Purchaser. If Seller has previously made an offer with respect to the subject matter of this Purchase Order, this Purchase Order shall not operate as an acceptance of Seller’s offer, but rather shall be deemed to be a counteroffer. If Purchaser’s terms are not acceptable to Seller, Seller shall immediately notify Purchaser of its objections in writing and Seller’s failure to so object and its delivery of an acknowledgement or delivery of the Goods, whichever occurs first, shall constitute Seller’s consent to the terms hereof.

17. NON-DISCRIMINATION. The nondiscrimination clauses contained in section 202, Executive Order 11248, as amended by Executive Order 1137, relating to equal employment opportunity for all persons without regard to race, color, religion, sex or national origin and the implementing rules and regulations prescribed by the Secretary of Labor at 41 CFR Chapter 60 and the Employment of the Handicapped Clauses set forth at 20 CFR 741.3 relating to employment of the handicapped are incorporated herein by reference.

18. NOTICE OF CHANGES. Seller agrees to notify Purchaser of any changes in the production of its Goods or the performance of its services so that Purchaser may determine whether the changes may affect the quality of the Goods or service provided by Seller pursuant to this Purchase Order.

19. RIGHT TO INSPECT. Purchaser and its customers and regulatory agencies maintain the right of entry to any place necessary to determine and verify the quality of contracted work, records and material.

20. Suppliers to DRT Aerospace, LLC, or any subsidiary, or any aerospace-related components are to retain processing records relative to the requirements of each Order for a minimum of (10) years unless otherwise specified by the Purchaser.

21. ATTORNEYS FEES. If Purchaser incurs any legal fees associated with the enforcement of this Purchase Order or any rights under this Purchase Order, Purchaser shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from Seller.