These Terms and Conditions of Sale and Service ("Terms"), together with any quotation, invoice, order acknowledgment, or work order referencing them, constitute the entire agreement ("Agreement") between Flow Dynamics & Automation, Inc., an Alabama corporation with its principal place of business at 1024 11th Court West, Birmingham, Alabama 35204 ("Flow Dynamics," "we," "us," or "our"), and the purchaser identified on the applicable order ("Purchaser," "you," or "your") for the sale of products and/or performance of services described in the applicable quotation, purchase order, or work order (each, an "Order").

Any Order submitted by Purchaser and accepted by Flow Dynamics is expressly conditioned on Purchaser's acceptance of these Terms. These Terms govern in place of, and take priority over, any different or additional terms proposed in Purchaser's purchase order, request for quotation, or other document. Flow Dynamics' acceptance of Purchaser's Order is expressly limited to these Terms, and Flow Dynamics objects to and rejects any conflicting or additional terms proposed by Purchaser. Purchaser's acceptance of products or services from Flow Dynamics constitutes Purchaser's agreement to be bound by these Terms.

Purchaser may request changes to an Order before shipment or before commencement of service by providing written notice to Flow Dynamics. No requested change is effective unless and until Flow Dynamics agrees to it in writing and Purchaser agrees to any resulting adjustment to price, specifications, or delivery or completion schedule. Flow Dynamics is not obligated to accept a requested change, and Flow Dynamics' refusal to accept a requested change is not grounds for Purchaser to cancel the Order, except upon payment of the cancellation charge described in Section 4.

1. Flow Dynamics may cancel or suspend performance under an Order, without liability, if Purchaser breaches this Agreement, fails to make any payment when due, or becomes insolvent or the subject of a bankruptcy proceeding.
2. Once accepted by Flow Dynamics, an Order (or any part of it) may not be canceled by Purchaser except with Flow Dynamics' written consent and payment of a cancellation charge sufficient to cover the costs Flow Dynamics has incurred and the commitments it has made as of the date of cancellation, including materials ordered, labor performed, engineering or design work completed, and a reasonable allowance for profit. Upon receiving a cancellation request, Flow Dynamics may take any action it reasonably deems necessary to minimize cancellation costs. A price adjustment made pursuant to Section 16 (Tariffs) does not entitle Purchaser to cancel the Order without payment of the cancellation charge described in this paragraph.

1. DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY PROVIDED HEREINBELOW IN SECTION 6, FLOW DYNAMICS MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE FURNISHING OF GOODS, LABOR OR SERVICES BY FLOW DYNAMICS. FLOW DYNAMICS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO EMPLOYEE, AGENT, DEALER, OR DISTRIBUTOR OF FLOW DYNAMICS IS AUTHORIZED TO MODIFY THIS DISCLAIMER OR THE LIMITED WARRANTY PROVIDED IN SECTION 6, OR TO MAKE ANY ADDITIONAL WARRANTIES ON BEHALF OF FLOW DYNAMICS.
2. Exclusion of Other Representations. Flow Dynamics has made no representations, statements, warranties, or commitments regarding the products or services, or their performance, capacity, suitability, or fitness for Purchaser's intended use, except as expressly set forth in this Agreement or any written specifications provided by Flow Dynamics, and the limited warranty in Section 6 hereinbelow. Purchaser acknowledges that it has selected the products or services based on its own independent investigation and judgment, and has not relied on any representation, description, sample, or model furnished by Flow Dynamics except as incorporated into this Agreement or any specifications provided by Flow Dynamics. Any description of the products or services in catalogs, promotional materials, web pages, or other documents or media is for identification purposes only and does not create an express warranty that the products or services conform to such description.
3. DISCLAIMER OF SERVICE WARRANTIES. TO THE EXTENT FLOW DYNAMICS PROVIDES INSTALLATION, TRAINING, CONSULTING, MAINTENANCE, OR OTHER SERVICES IN CONNECTION WITH PRODUCTS, SUCH SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND EXCEPT AS EXPRESSLY PROVIDED HEREINBELOW IN SECTION 7. FLOW DYNAMICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICES, INCLUDING ANY WARRANTY OF WORKMANLIKE PERFORMANCE OR FITNESS FOR A PARTICULAR PURPOSE.
4. No Waiver of Disclaimer. The disclaimer of warranties by Flow Dynamics as stated in this Section 5 may not be modified, waived, or supplemented except by a written instrument specifically referencing this Section and signed by an authorized officer of Flow Dynamics. No course of dealing, course of performance, usage of trade, or oral or written statement by any officer, employee, agent or representative of Flow Dynamics shall modify or expand the warranties set forth herein or create any additional warranty.

1. Flow Dynamics warrants that products assembled, remanufactured, or fabricated by Flow Dynamics, and engineered systems or equipment that Flow Dynamics designs and builds for Purchaser (collectively, "Flow Dynamics-Built Products"), will be free from defects in materials and workmanship under normal use and service for a period of twelve (12) months after shipment or delivery to the original Purchaser.
2. THIS WARRANTY IS EXCLUSIVE AND IS, TO THE EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND SUPERSEDES ANY PRIOR WRITTEN OR ORAL REPRESENTATION REGARDING SUCH PRODUCTS MADE BY FLOW DYNAMICS, ITS OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES.
3. Products or components supplied to Flow Dynamics by a third-party manufacturer or vendor, and not assembled, fabricated, or built by Flow Dynamics, are covered solely by that manufacturer's or vendor's own warranty. Copies of the applicable third-party warranty will be furnished upon written request.
4. This warranty does not cover Flow Dynamics-Built Products that have been misapplied, improperly installed, modified without Flow Dynamics' prior written authorization, operated outside published specifications or pressure or temperature ratings, or damaged by normal wear, misuse, abuse, improper maintenance, or accident.
5. Flow Dynamics reserves the right to inspect any Flow Dynamics-Built Product claimed to be defective, either at Purchaser's location or at Flow Dynamics' facility in Birmingham, Alabama. No product may be returned to Flow Dynamics without prior written authorization and a Flow Dynamics-issued Return Merchandise Authorization ("RMA") number. Authorized returns must be shipped freight prepaid. Any Flow Dynamics-Built Product found to be defective in materials or workmanship within the warranty period will, at Flow Dynamics' option, be repaired or replaced free of charge, FOB Flow Dynamics' facility, Birmingham, Alabama. Flow Dynamics assumes no liability for labor, removal, reinstallation, freight, or other costs associated with a warranty claim, or for repairs performed outside Flow Dynamics' facility without Flow Dynamics' prior written consent. Flow Dynamics may, at its option, ship a replacement immediately under standard billing terms and issue a warranty credit after inspecting the returned product.
6. This 12-month limited warranty applies to the design, materials, and workmanship of Flow Dynamics-Built Products, including engineered systems built under an engineering services engagement. It does not apply to on-site installation, repair, or other field labor performed on equipment Purchaser already owns, which is covered instead by the Limited Warranty — Service and Field Work in Section 7.
7. Accommodations; No Admission of Liability. Flow Dynamics may, at its sole discretion, provide a repair, replacement, credit, or other accommodation to Purchaser as a courtesy, for customer relations purposes, or as a business accommodation, even where the claim does not qualify for coverage under the warranties in this Section 6 or Section 7. Providing such an accommodation is not an admission that the underlying claim was a valid warranty claim, is not a waiver of any of Flow Dynamics' rights under this Agreement, and does not obligate Flow Dynamics to provide the same or a similar accommodation for any future claim.
8. Fraudulent or Misrepresented Claims. If Purchaser submits, or causes to be submitted, a purchase order, work order, or other request that misrepresents the product, the transaction, or Purchaser's identity, or that is otherwise submitted for the purpose of improperly obtaining a repair, replacement, or credit under a warranty in this Agreement, Flow Dynamics may deny the applicable claim in full. Flow Dynamics may also, at its discretion, deny or require additional verification for any other claim submitted by that Purchaser. This section does not limit any other remedy available to Flow Dynamics under this Agreement or applicable law.

1. Flow Dynamics warrants that labor performed under a repair, installation, troubleshooting, or other field service Order — other than the design, fabrication, or build of a new Flow Dynamics-Built Product covered by Section 6 — will be performed in a workmanlike manner consistent with generally accepted industry practice, for a period of thirty (30) days after the service is completed, or such other period stated in the applicable work order.
2. This warranty covers only the specific labor Flow Dynamics performed and does not extend to: (a) parts or components not supplied by Flow Dynamics; (b) pre-existing conditions of Purchaser's equipment or system; (c) work performed by third parties; or (d) failures caused by Purchaser's operation, maintenance, or alteration of the equipment after Flow Dynamics completes its work.
3. THIS SERVICE WARRANTY IS EXCLUSIVE AND IS, TO THE EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. If a covered defect in workmanship is identified within the warranty period, Flow Dynamics will, at its option, re-perform the affected labor at no additional charge. Flow Dynamics is not responsible for production downtime, third-party labor, or expedited shipping costs incurred in connection with a warranty claim.

1. Submission for Evaluation. When Purchaser submits a product to Flow Dynamics for repair, Flow Dynamics will first inspect and evaluate the product to determine the cause and extent of the failure and the scope of repair required.
2. Evaluation Charge. Purchaser will be charged Flow Dynamics' standard flat-rate evaluation fee for this inspection, regardless of whether Purchaser ultimately authorizes the repair or whether the product proves to be repairable. Flow Dynamics will disclose the applicable flat evaluation fee to Purchaser at or before the time the product is submitted for evaluation.
3. Repair Quotation. Following evaluation, Flow Dynamics will provide Purchaser with a written quotation for the recommended repair. The quotation will state an expiration date by which Purchaser must approve the repair.
4. Reminder Notice. Before the expiration date stated in a repair quotation, Flow Dynamics will attempt to provide Purchaser with a reasonable advance reminder that a response is needed. Flow Dynamics' failure to send, or any delay in sending, this reminder does not extend the expiration date, waive Flow Dynamics' rights, or affect the validity of Flow Dynamics' scrap authorization under Section 8.5.
5. No Response by Expiration Date. If, after the reminder notice described above, Purchaser does not approve the quoted repair, request an extension in writing, or arrange return of the product in its unrepaired condition on or before the stated expiration date, Purchaser authorizes Flow Dynamics to scrap and dispose of the product without further notice or liability to Flow Dynamics.
6. Uneconomical or Infeasible Repairs. If Flow Dynamics determines during evaluation that a product cannot be repaired or that repair is not economically justified, Flow Dynamics will notify Purchaser and, at Purchaser's option and expense, either return the product unrepaired (subject to the evaluation charge in Section 8.2) or scrap and dispose of it.
7. This Section 8 is in addition to, and does not limit, the Limited Warranty — Service and Field Work in Section 7, which continues to apply to labor Flow Dynamics performs on an approved repair.

1. Site Access and Conditions. When Flow Dynamics personnel perform work at Purchaser's facility or another location designated by Purchaser (a "Job Site"), Purchaser will provide safe and timely access to the Job Site, all necessary permits and utility shutoffs, and accurate information about known hazards, hazardous materials, and site-specific safety requirements.
2. Purchaser's Equipment and Systems. Purchaser is responsible for the condition of its own equipment, piping, wiring, and systems not directly worked on by Flow Dynamics. Flow Dynamics is not responsible for pre-existing defects, damage, or conditions discovered or aggravated during field service, except to the extent caused by Flow Dynamics' negligence.
3. Standby and Delay Time. If Flow Dynamics personnel are delayed or placed on standby at a Job Site due to circumstances outside Flow Dynamics' control — including Purchaser's failure to prepare the site, equipment unavailability, or safety stand-downs — Purchaser will be billed for standby time at Flow Dynamics' then-current hourly rates.
4. Safety. Purchaser will ensure that Flow Dynamics personnel are made aware of, and are able to comply with, all applicable site safety rules. Flow Dynamics personnel may stop work if they reasonably believe a Job Site condition is unsafe.

1. Any drawings, specifications, designs, software, or other technical information developed or provided by Flow Dynamics in connection with an engineering or design engagement ("Work Product") remain the property of Flow Dynamics unless the parties expressly agree otherwise in writing. Purchaser receives a non-exclusive license to use the Work Product solely in connection with the equipment or system for which it was created.
2. Each party will treat the other's non-public technical, business, and pricing information as confidential and will not disclose it to third parties, except as required by law or as necessary to perform this Agreement.

Flow Dynamics is not liable for damages or delays in performance caused by circumstances beyond its reasonable control, including acts of God, fire, flood, storm, war, insurrection, terrorism, epidemic or pandemic, governmental action or priority allocation, labor disputes or strikes, shortage of materials or transportation, cyberattack, or failure of performance by Flow Dynamics' subcontractors or suppliers for similar reasons. Flow Dynamics' failure to perform for any of these reasons is not grounds for Purchaser to cancel the affected Order, and the applicable delivery or completion date will be extended for a period reasonably necessary to account for the delay. Governmental tariff action affecting price is addressed separately in Section 16 (Tariffs); this Section 11 governs delays in performance, including delays caused by tariff-related supply disruption.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, FLOW DYNAMICS' TOTAL LIABILITY TO PURCHASER ARISING OUT OF OR RELATED TO ANY ORDER OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE, WILL NOT EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. IN NO EVENT WILL FLOW DYNAMICS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, LOST PRODUCTION, OR DOWNTIME, EVEN IF FLOW DYNAMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PURCHASER HEREBY:

• (a)ACKNOWLEDGES THAT THE WARRANTIES SET FORTH HEREIN SHALL BE ITS SOLE AND EXCLUSIVE REMEDY;
• (b)WAIVES ALL OTHER REMEDIES, WARRANTIES, GUARANTIES AND LIABILITIES, EXPRESS OR IMPLIED; AND
• (c)ACKNOWLEDGES THAT FLOW DYNAMICS SHALL HAVE NO LIABILITY OTHER THAN AS EXPRESSLY SET FORTH HEREIN.

Products may be returned only with Flow Dynamics' prior written approval and a Flow Dynamics-issued RMA number, and only within thirty (30) days of the invoice date unless otherwise agreed in writing. Approved returns of standard stock items are subject to a restocking fee of twenty-five percent (25%) of the purchase price. Custom-built, special-order, cut-to-length, or manufacturer-non-returnable items are not eligible for return. All returned products must be unused and in original condition and packaging, and must be shipped freight prepaid to the location designated by Flow Dynamics.

Unless otherwise stated in the applicable Order, all shipments are FOB Flow Dynamics' shipping point. Title to products and risk of loss pass to Purchaser upon delivery to the carrier at Flow Dynamics' shipping point, regardless of freight terms or who arranges shipment. Purchaser is responsible for filing any claims for loss or damage in transit directly with the carrier.

All applicable federal, state, and local sales, use, or excise taxes are Purchaser's responsibility and are in addition to the prices stated in the applicable Order, unless the Order expressly states that such taxes are included. Flow Dynamics may invoice such taxes separately if they are imposed or discovered after the original invoice date. Any applicable tax exemption certificate must accompany the Order to which it applies.

Prices quoted or acknowledged by Flow Dynamics are based on U.S. tariff rates in effect as of the date of the applicable Order. If the United States government imposes new tariffs, or increases the rate of any existing U.S. tariff applicable to the products or their component materials, after the date of the Order but before shipment, Flow Dynamics may adjust the price of the affected products to reflect the increased cost. Flow Dynamics will pass through only the incremental cost attributable to the tariff, without markup, and will notify Purchaser of any such adjustment prior to shipment.

This Agreement, including these Terms and Conditions and any sale of goods or services hereunder, is governed by, and will be construed in accordance with, the laws of the State of Alabama, without regard to its conflict-of-laws principles. Purchaser consents to the exclusive jurisdiction and venue of the state and federal courts located in Jefferson County, Alabama, for any dispute arising out of or relating to this Agreement. Purchaser further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. Except in the case of an action for nonpayment, neither party may institute any action in any form arising out of or relating to this Agreement more than one (1) year after the cause of action has arisen.

1. Assignment. Purchaser may not assign or otherwise transfer this Agreement or any Order without Flow Dynamics' prior written consent. Any attempted assignment without such consent is void.
2. Non-Waiver of Rights. Flow Dynamics' failure to insist on strict performance of any term of this Agreement in one or more instances does not waive Flow Dynamics' right to insist on strict performance of that term in the future.
3. Notices. Any notice required or permitted under this Agreement must be in writing and delivered by registered or certified mail, postage prepaid, to the address for the applicable party stated in the Order or otherwise provided in writing. A mailed notice is deemed received on the third business day after mailing. Either party may change its notice address by written notice to the other party.
4. Headings. Section headings in this Agreement are for convenience only and do not affect its interpretation.
5. Amendment. This Agreement may be amended only by a written document signed by both parties.
6. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.
7. Labor Standards Certification. Flow Dynamics certifies that products sold under this Agreement were produced in compliance with the applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and the regulations and orders of the United States Department of Labor issued under Section 14 of that Act.
8. Collection and Enforcement Costs; Attorneys' Fees. If Purchaser's account is referred to a third party or attorney for collection or for the enforcement or defense of Flow Dynamics' rights under this Agreement, Purchaser will reimburse Flow Dynamics for all reasonable collection costs and attorneys' fees and expenses actually incurred for such collection, enforcement or defense, to the extent permitted by applicable law.