Damper Quote - State of Massachusetts.pdf

Quotation 666245-01

11/24/2025 11:47:41 AM

4/1/2026 2:38:06 PM

Valmont Industries, Inc.

28800 Ida Street Valley, NE 68064

Revised :

Created :

Quote Number :

GENERAL Freight is included in the quote to the address below.

ATTN: Jason Benoit MassDOT District 3 Headquarters 499 Plantation St., Worcester, MA 01605

Quoted Lead time is an estimate and is subject to change as business conditions change.

Unit prices reflected on this quote are for this project's bill of material only, and should not be used individually on other projects without approval from Valmont.

The pricing on this quote is valid for a single release with all items shipping together at one time.

Pricing will be subject to review and revision if multiple releases are required.

Standard release timeframe of 60 days from order entry policy remains in effect.

Item Description Qty Commission Unit Price

1 TR1 MITIGATOR 2 0.00% $2,000

2 TR2 MITIGATOR 6 0.00% $3,500

8 0.00% $25,000

Prepared for : F95 Troy Casaceli

Attention : Troy Casaceli

Budgetary : No

RFQ :

Project : State of Massachusetts

NOTES

* Freight Allowed

* Prepared by Jacob Cernin | Project Administrator Valmont Industries Inc.

* Based on current business conditions, the lead time is 4-6 weeks after acceptable approval and release of the order. This lead time may be different at time of release, confirm with the factory.

* Quote is subject to Valmont's standard terms and conditions. See attached copy.

* Troy Casaceli is responsible for verification of bill of materials.

* All quotations subject to acceptance by Valmont at time of order placement.

* With Partial Specifications

* F.O.B Valmont Factory

* Terms: NET 30 Days (upon approved credit)

NOTICE

Quoted prices will be held firm for 30 days. Prices are subject to change if the order is not released within 60 days from the date of the purchase order.

Last Run Time: 4/1/2026 2:42:19 PM Page: 1 of 1

Valmont Industries, Inc. | 15000 Valmont Plaza | Omaha, NE 68154 USA | Phone: +1 800.825.6668 | valmontstructures.com

VALMONT INDUSTRIES, INC.

STANDARD TERMS AND CONDITIONS OF SALE

AGREEMENT: This document ("Document") contains the complete and exclusive terms and conditions (the “Terms and Conditions”) of sale by

Valmont Industries, Inc. ("Supplier"), to Purchaser, of products, materials, other goods, or equipment ("Product") along with any ancillary labor or services (collectively, the “Work”), and are applicable to all quotations, proposals, and purchase orders by and between Supplier and Purchaser.

Whether this Document is a quote, an invoice, or otherwise, the Terms and Conditions of the parties' agreement shall consist solely of the Terms and

Conditions contained in this Document, any invoices generated in connection herewith, and any written addenda to the foregoing that are signed by

Purchaser and Supplier (all of which are hereinafter collectively referred to as the "Agreement"). Any additional or different terms contained in any purchase order (the “Order”), or other document submitted by Purchaser to Supplier, and all previous communications, representations, or agreements, whether oral or written, between the parties with respect to the subject matter hereof, shall be deemed rejected, unless expressly accepted in writing by Supplier. In no event shall Supplier's silence or failure to respond to any such additional or different terms be deemed to constitute acceptance or approval thereof. If there is a conflict between the terms of these Terms and Conditions and an Order or similar document issued by Customer, the terms of these Terms and Conditions shall control.

ACCEPTANCE: If this Document is a quotation, then the offer contained herein shall remain open for thirty (30) days from the date it was issued, unless otherwise specified pursuant to a Supplier quotation or proposal, and Purchaser shall be deemed to have accepted the Terms and Conditions contained herein upon the earlier of: (1) Purchaser's return of this Document or any other document accompanying this Agreement to Supplier by fax or any other means; (2) Supplier's receipt of any Order or any other writing from Purchaser and these Terms and Conditions shall take precedence over any terms accompanying such Order; or (3) Supplier’s delivery of any Product to Purchaser. To the extent an invoice from Supplier is in any way deemed to be an acceptance of an offer of the Purchaser, any such acceptance of the Supplier is expressly conditioned upon the consent of the

Purchaser to these Terms and Conditions.

CANCELLATION: Cancellations of an Order must be requested by Purchaser in writing and approved by Supplier in writing. Any Order cancelled after Work is initiated by Supplier shall incur a cancellation fee, such fee to be determined by Supplier in its reasonable discretion, and shall include, without limitation, all costs for any material ordered and Work done prior to cancellation, and the cost of cancelling any orders or agreements with

Supplier’s vendors or subcontractors, each with a reasonable profit margin thereon. If, in Supplier’s reasonable opinion, there shall be any material adverse change in Purchaser’s financial condition or in the conduct of Purchaser’s business, Supplier may, in its sole discretion, treat any Order as though it had been cancelled by Purchaser.

MODIFICATIONS & CHANGE ORDERS: For any changes requested by Purchaser, Supplier reserves the right to (i) increase the purchase price of the Work to compensate Supplier for the labor and material costs, plus a reasonable percentage of such actual cost for overhead and profit and (ii) equitably adjust the schedule associated with any change order submitted by Purchaser in writing to Supplier. Any modifications to the Agreement must be in writing and signed by duly authorized representatives of both parties, and any such price increases will be deemed part of the Order.

LIMITED WARRANTY: Supplier warrants the Product to be free of material and workmanship defects for one (1) year from the date of shipment for all Products, with the option to contractually extend. Notwithstanding the foregoing, Supplier warranty shall be three (3) years from the date of shipment for composite lighting structures, and five (5) years from the date of shipment for Smart.Node and Smart.Pole products. Supplier further warrants the finish system to be free from material and workmanship defects for one (1) year from date of shipment, with the option to contractually extend. Notwithstanding the foregoing, in no event shall the foregoing warranties include third-party components incorporated into a Product, and all warranties shall only extend to the original buyer or end-user. The limited warranties herein shall be contingent upon Purchasers strict adherence and compliance with the Valmont Structures Maintenance Policy, a copy of which can be provided upon request of Purchaser.

For any Product manufactured using items supplied by Purchaser or Purchaser's designee, Supplier makes no warranty concerning the design, fabrication, or manufacture of the items supplied. Such items shall carry only the respective designer's, fabricator's, or manufacturer's warranty, if any. For Product manufactured or fabricated by Supplier according to specifications or designs provided by Purchaser or Purchaser's designee, Supplier makes no warranty concerning the adequacy or sufficiency of the specifications or designs themselves. Unless otherwise agreed in writing, all warranty claims alleging defects of materials or workmanship must be submitted in writing within seven (7) days after the discovery of the defect or such claim shall be considered waived. If Supplier breaches any warranty provided to Purchaser in this Document, and if Purchaser notifies Supplier of such breach at or prior to the end of the warranty period applicable thereto and in accordance with this provision, Supplier shall, at its option, either replace or repair the nonconforming Product, F.O.B. Supplier's plant, or refund all amounts paid by Purchaser to Supplier for such Product. The sole purpose of this remedy is to provide Purchaser with the repair or replacement of the defective Product or, at Supplier’s option, to refund the price paid by Purchaser for such defective Product. This remedy shall not be deemed to have failed of its essential purpose so long as Supplier is willing to take one of the foregoing actions. Supplier shall have sixty (60) days after its receipt of a written notice specifying a warranty claim to review the claim, confirm applicability of warranty, and commence a diligent attempt to remedy the claim. Supplier will not accept Product returned to it for repair or replacement unless the return or correction is authorized by Supplier in writing. Supplier's obligation to repair or replace any defective

Product shall not include any obligation to reimburse the Purchaser for transportation, installation, removal, unauthorized repairs, or any other expenses that may be incurred by the Purchaser or others in relation to any Product defect.

Valmont Industries, Inc. | 15000 Valmont Plaza | Omaha, NE 68154 USA | Phone: +1 800.825.6668 | valmontstructures.com

THIS WARRANTY EXCLUDES (I) FATIGUE FAILURE OR SIMILAR PHENOMENA RESULTING FROM INDUCED VIBRATION, HARMONIC OSCILLATION OR RESONANCE ASSOCIATED WITH MOVEMENT OF AIR CURRENTS AROUND THE PRODUCT;

(II) DAMAGE CAUSED BY IMPROPER INSTALLATION, OVERLOADING, MISUSE, ABUSE, ACCIDENT OR NEGLECT; AND (III)

ALTERATIONS, MODIFICATIONS, OR ADDITIONS MADE TO THE PRODUCT UNLESS THE CHANGE IS ACKNOWLEDGED

AND ACCEPTED, IN ADVANCE IN WRITING BY SUPPLIER. FURTHER, LABOR REQUIRED TO REMOVE AND/OR REINSTALL

ORIGINAL OR REPLACEMENT PARTS SHALL BE THE RESPONSIBILITY OF THE PURCHASER AND IF THE PRODUCTS ARE

TO BE USED ON AN EXISTING FOUNDATION OR ON OTHER STRUCTURES, THE PURCHASER ASSUMES ALL

RESPONSIBILITY FOR THE STRUCTURAL INTEGRITY OF THE EXISTING FOUNDATION, ANCHORAGE OR STRUCTURES

AND ALL THE CONSEQUENCES ARISING THEREFROM.

THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES GIVEN BY SUPPLIER, AND SUPPLIER HEREBY DISCLAIMS

ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR

FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM STATUTE, COMMON LAW, CUSTOM, COURSE OF

DEALING, USAGE OF TRADE, OR OTHERWISE. THE REMEDY OF REPAIR OR REPLACEMENT OF THE DEFECTIVE

PRODUCT, OR SUPPLIER’S OPTION OF REFUNDING THE PRICE PAID BY PURCHASER, SET FORTH IN THE FOREGOING

WARRANTIES SHALL BE THE EXCLUSIVE REMEDY AVAILABLE TO ANY PERSON. SUPPLIER SHALL NOT BE LIABLE FOR

ANY LOSS, INJURY, EXPENSE, OR DAMAGE, WHETHER DIRECT, CONSEQUENTIAL, LIQUIDATED, INCIDENTAL, OR

OTHERWISE (INCLUDING LOST PROFITS, LOSS OF CONSTRUCTION BONUS OR INCENTIVES), RESULTING FROM THE

POSSESSION, INSTALLATION, ERECTION, START-UP, USE, MAINTENANCE, OPERATION, REMOVAL, OR RESALE OF

SUPPLIER'S PRODUCT OR CAUSED BY ANY DEFECT, FAILURE, OR MALFUNCTION OF ANY PRODUCT, WHETHER A CLAIM

FOR SUCH DAMAGES IS BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, OR OTHERWISE. NO PERSON HAS THE

AUTHORITY TO BIND THE SUPPLIER TO ANY REPRESENTATION OR WARRANTY OTHER THAN THE FOREGOING

LIMITED WARRANTIES AS DISCLAIMED.

DELIVERY, FREIGHT & RISK OF LOSS: Unless otherwise stated in the quotation, all Products are sold F.O.B. factory, full freight allowed, within the continental United States, consisting of the lower 48 contiguous states, unless otherwise specified and agreed to in writing. For all other shipment destinations, freight charges will be prepaid to the nearest port of exit with all other applicable charges from said point of delivery being the responsibility of Purchaser, unless otherwise specified and agreed to in writing. The method of shipment will be solely determined by Supplier, using a common carrier of Supplier's choice, and shipping costs will be pre-paid by Supplier and invoiced to Purchaser unless other arrangements have been agreed to in writing by both parties prior to the shipment of any Product. The Purchaser assumes and will pay all charges for special packaging and/or services such as cartage, airfreight, express deliveries, parcel post and multiple deliveries on one Order. Freight charges for anchor bolts or accessories shipped independent of the Product (at the Purchaser's request) may be billed separately and shall be paid by the Purchaser, unless otherwise specified and agreed to in writing. Freight for Orders less than $3,000 may be prepaid and charged to the Purchases, and Orders less than $500 may incur an additional processing fee. Risk of Loss, including transportation delays and losses, shall pass to Purchaser upon the earlier of (i) completion of the

Product's manufacture, if shipment is to be collected by Purchaser or if shipment is delayed by Purchaser or (ii) delivery of the Product to the Purchaser in cases where shipment is F.O.B. destination, or (iii) delivery of the Product to the carrier in cases where shipment is F.O.B. point of shipment.

Purchaser may inspect the Product at Supplier’s facility or provide for inspection at the point of receipt of shipment. Any inspections at Supplier’s facility shall be arranged at mutually acceptable times and in accordance with Supplier’s rules and procedures for granting external inspectors access to facilities, and an inspection agenda and inspection criteria will be agreed upon in advance of any such inspection. Any delivery dates set forth on

(i) Supplier’s quotation or proposal or (ii) an Order shall be estimates only, and Supplier shall not be responsible for late delivery of any Product.

PRICING: All prices and discounts are subject to change without advance notice except those shown on a specific quotation indicating the prices to be firm for a specified number of days from the date of the quotation. Notwithstanding the foregoing, all pricing errors and clerical errors are subject to correction by Supplier immediately upon written notice to Purchaser. For quotations accepted by Purchaser, Purchaser agrees that if the contract documents, designs or the prices of raw materials change from those contained in the quotation, Supplier has a right to: (i) charge additional compensation for increased costs, including, without limitation, costs related to freight and raw materials and/or tariffs, as well as for increased margin associated therewith; and (ii) additional time. Orders delayed or put on Purchaser hold may not be price protected beyond the date of a general price increase announcement.

CLAIMS OF DAMAGED OR MISSING PRODUCT: Purchaser shall inspect all Product immediately upon receipt to ensure all materials are accounted for and in good condition. In addition, Product received with protective covering, which may be used for protection during shipment, should be unwrapped immediately to avoid any staining of the Product due to exposure to moisture during transportation. If anything is found to be missing, incorrect, or damaged, Supplier must be notified within 72 hours of receipt of shipment at destination. FAILURE TO DO SO SHALL BE

DEEMED ACCEPTANCE BY PURCHASER AND WILL THEREBY RELEASE SUPPLIER OF ALL LIABILITY THEREFOR. Under no conditions shall Supplier be liable for any back charges with regard to labor, equipment, or lost time due to shortages or damaged Products.

RETURNS: Supplier will not accept returns for custom-made Product for any reason, provided that Supplier will accept returns made solely for repair or replacement under the foregoing limited warranty set forth in these Terms and Conditions, but only if Supplier has previously authorized said returns in writing. Standard (non-custom) Product may not be returned without the prior written consent of Supplier obtained within thirty (30) days after shipment, and only upon the following conditions: (i) all returned Product must be in excellent and merchantable condition and in the original packaging; (ii) the outbound and return freight must be pre-paid; and (iii) the return is subject to certain charges depending on the handling/restocking, as well as the current pricing and product.

Valmont Industries, Inc. | 15000 Valmont Plaza | Omaha, NE 68154 USA | Phone: +1 800.825.6668 | valmontstructures.com

INSTALLATION: Purchaser shall be solely responsible at its cost for the installation, erection, and maintenance of the Product. Although Supplier may, in some cases, provide data, manuals, instructions, designs, drawings or specifications to aid Purchaser with installation or start-up, SUPPLIER

ASSUMES NO RESPONSIBILITY FOR PROPER INSTALLATION OR SUPPORT OF THE PRODUCT AND DISCLAIMS ANY

EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO SUCH DESIGN, ENGINEERING, INSTALLATION OR SUPPORT, WHETHER OR NOT DATA, MANUALS, INSTRUCTIONS, DESIGNS, DRAWINGS OR SPECIFICATIONS ARE PROVIDED.

DELAYS: Supplier will deliver or ship with reasonable promptness, but shall not be liable for loss, detention, or delay for any reason. IN NO EVENT

SHALL SUPPLIER BE LIABLE TO PURCHASER FOR ANY DAMAGES ARISING FROM FAILURE OR DELAY IN DELIVERY, LOSS OF USE OR FOR OTHER LIQUIDATED, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES

OF ANY KIND WHATSOEVER.

FORCE MAJEURE: In no event shall the failure or omission by the Supplier in the performance of any of its obligation under this Agreement be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the reasonable control of the Supplier, including but not limited to acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, plague, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine, legal restrictions, strike, lock out and transportation embargoes, acts of terrorism, riots, fires, floods, storms, earthquake or other elements of nature, systemic electrical, telecommunications or other utility failure. IN ANY SUCH EVENT, SUPPLIER SHALL HAVE SUCH

ADDITIONAL TIME WITHIN WHICH TO PERFORM AS MAY BE REASONABLE AND NECESSARY.

LIMITATION OF LIABILITY: SUBJECT TO THE TERMS OF THE LIMITED WARRANTY CONTAINED HEREIN, SUPPLIER’S

LIABILITY SHALL BE LIMITED TO A REFUND OF AMOUNTS PREVIOUSLY PAID TO SUPPLIER BY PURCHASER UNDER THE

APPLICABLE ORDER. IN NO EVENT SHALL PURCHASER BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS

BY PURCHASER OR PURCHASER'S CUSTOMER, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES FOR

BREACH OF WARRANTY OR FOR ANY LOSS OF DATA, PROFITS OR USE OF THE PRODUCT. Supplier further reserves the right, in its sole discretion, to allocate inventories and current production and to substitute suitable materials when, in its opinion, circumstances warrant such.

CREDIT APPROVAL & SECURITY FOR PAYMENT: Supplier’s acceptance of any Order by Purchaser is subject to Supplier's approval of

Purchaser's credit, and Supplier may at any time decline to make any shipment or delivery, or to perform any Work, except upon receipt of payment or security, or upon such other terms as may be satisfactory to Supplier. To secure the payment of any and all amounts due Supplier under this

Agreement or any other contract between the parties, Supplier retains and the Purchaser grants to Supplier a security interest in the Work purchased hereunder and agrees to execute and deliver to Supplier such financing statements or to take any other action necessary to perfect Supplier's security interest as Supplier may reasonably request.

INVOICES, PAYMENT, LATE CHARGES & TAXES: Payment terms are NET thirty (30) days from the date of Supplier's invoice, unless otherwise specified and approved in advance in writing from the Supplier. Invoices will be rendered upon shipment of each Order to Purchaser. All payments shall be made to the "remit to" location as stated on the Supplier's invoice. Supplier reserves the right to invoice, and Purchaser agrees to pay for, any or all Product ready for shipment, together with expenses, costs, and losses associated therewith, whenever shipment is delayed pursuant to Purchaser's written instructions or for other reasons beyond Supplier's control. Invoices for anchor bolts shipped in advance of the Product may be billed at the time of shipment. If a change in law or regulation, including but not limited to any changes to import/export restrictions or regulations significantly impacts the economics of this Agreement for Supplier, Supplier may initiate good faith negotiations to amend the Order. If negotiations fail to reach a mutually acceptable amendment within thirty (30) days, Supplier may terminate this Agreement and any associated Order upon ten

(10) days written notice with no further liability.

Balances remaining unpaid thirty (30) days after invoicing will accrue interest at the Interest Rate from the date payment was originally due until the date of payment. The “Interest Rate” shall mean the lesser of (i) two percent (2%) per month or (ii) the maximum rate permitted by applicable law.

All costs of collection, including attorneys’ fees or fees paid to a collection agency shall be paid by Purchaser, all of which shall be added to the balance of the amount owed to Supplier. Supplier may also suspend performance if payment is not made within thirty (30) days from the date of invoice. Upon resumption after suspension, Supplier shall be entitled to payment for costs of suspension and resumption and entitled to an extension of any time for supply of the Product or performance of the Work. Any tax or other charge imposed by law on the sale of the Product, or the performance of Work shall be paid by the Purchaser, unless the law specifically provides that such payment must be absorbed by Supplier. Such tax is not included in the quotation but shall appear as a line item in an invoice. Purchaser shall inform the Supplier, in advance in writing, of such taxes or other charges imposed by state, municipal, or other law that are to be paid by the Supplier. Any exemption or resale certificate must be provided to

Supplier prior to its issuance of an invoice. No retainage shall be held from Supplier. Payments to Supplier shall not be contingent on payment to

Purchaser from a third party. Supplier shall not be required to supply any bonds in connection with the Product.

If Purchaser in good faith disputes a portion of any invoice, the undisputed amount shall be paid when due. Purchaser shall immediately notify

Supplier of the basis for such dispute, setting forth the details of the dispute in reasonable specificity. Representatives for each party shall cooperate to amicably and promptly resolve the dispute. Upon resolution of any dispute, if all or any portion of the disputed amount is determined to have been due, then Purchaser shall pay within five (5) days of the resolution of such dispute the amount determined to have been due plus interest thereon at the Interest Rate from the date payment was originally due until the date of payment.

Valmont Industries, Inc. | 15000 Valmont Plaza | Omaha, NE 68154 USA | Phone: +1 800.825.6668 | valmontstructures.com

ORDERS PUT ON HOLD OR POSTPONED DELIVERY DATES: If Purchaser places the Order "on hold" for a period greater than thirty (30) days, Supplier may invoice Purchaser for Work completed to that date. If Purchaser postpones the shipment or delivery date despite Supplier’s substantial completion of the Order, Purchaser agrees to sign a “Bill and Hold Authorization” form allowing Supplier to invoice Purchaser in full as of the original shipment date. Purchaser agrees to comply with the payment terms set by Supplier, unless otherwise agreed in writing by both parties.

If Purchaser requests that Supplier hold the shipment and retain the Product, then title and risk of loss will pass to Purchaser upon completion of the

Order or the agreed-upon shipment date, whichever is earlier. In such event, Supplier shall not be considered a bailee and shall not be responsible for the loss and/or damage to the Product whether by bailment or otherwise, and Purchaser agrees to insure the Product and be responsible for any loss or damage to the Product, unless such loss or damage arises from Supplier's willful misconduct or gross negligence. Supplier’s insurance coverage, if any, shall be deemed to be secondary to any insurance of Purchaser.

UNCOLLECTED ORDERS AND STORAGE: Should Purchaser arrange for collection of an Order, Supplier, in its sole discretion, shall have the right to invoice Purchaser if the Order has not been collected by Purchaser after thirty (30) days from being notified by e-mail that the Order is available for collection. Supplier will invoice Purchaser for the Product purchase price and assess tax at the local tax authority tax rate. Risk of loss shall pass to Purchaser upon such invoice and title to the Product shall pass to Purchaser upon payment of such invoice. In such event, Supplier shall not be considered a bailee and shall not be responsible for the loss and/or damage to the Product whether by bailment or otherwise, and Purchaser agrees to insure the Product and be responsible for any loss or damage to the Product, unless such loss or damage arises from Supplier’s willful misconduct or gross negligence. Supplier, in its sole discretion, may assess a storage charge of a minimum of $50.00 per day until such time Purchaser collects the Product from Supplier or modifies shipping arrangements with Supplier, in writing.

DEFAULT OF PURCHASER: In the event that (i) Purchaser fails to pay any invoice when due; (ii) Purchaser breaches this Agreement or any other contract with Supplier or any of its affiliated companies; or (iii) Purchaser's financial strength becomes unsatisfactory, Purchaser shall thereby be in default, and Supplier reserves the right, in its sole discretion, to do any one or more of the following: (i) cancel this Agreement and any Work in progress, shipments, and pending Orders without further notice and without liability to Supplier; (ii) declare all sums owing from Purchaser to

Supplier to be due and payable; (iii) require payment in advance of performance; (iv) foreclose any security interest; (v) require other security satisfactory to Supplier. Purchaser shall be liable to Supplier for all damages, whether direct, indirect, consequential, special or any other kind of damages, caused by or arising out of any breach of the Agreement, including attorneys’ fees, provided that the exercise of any rights under the

Agreement shall not bar Supplier from exercising its rights under the UCC or any other applicable law. The Purchaser waives any applicable statutory exemptions and shall pay all expenses incurred by Supplier in the collection of the amounts due under the Agreement, including attorneys' fees.

PROPRIETARY NOTICE: All drawings, calculations, design elements, and engineering work provided by Supplier and arising out of or evolving as a result of Supplier’s rendering Work to Purchaser or providing and designing systems and Products for Purchaser’s use, are considered Supplier’s proprietary information, whether patentable or not. Purchaser agrees not to attempt to enforce against Supplier or other clients or customers of Supplier any patent rights or other intellectual property rights, the scope of which includes a system, process, business method or intellectual property right utilizing Products delivered or Work performed hereunder by Supplier. Purchaser agrees to hold all such information as strictly confidential.

Reproduction or distribution of any Supplier supplied drawings without Supplier’s advance written consent is expressly prohibited.

INDEMNIFICATION & GOVERNING LAW: To the extent permitted by law, Purchaser shall indemnify and hold Supplier harmless from all expenses (including attorneys' fees), claims, demands, suits, judgments, actions, costs, and liabilities (including without limitation those alleging

Supplier's own negligence) which may arise from, relate to, or be connected with the Purchaser's possession, installation, erection, start-up, use, maintenance, operation, removal, or resale of the Product described herein and any manuals, instructions, designs, drawings or specifications related thereto. All disputes relating to the execution, interpretation, construction or enforcement of the rights and obligations of the parties hereto shall be governed by the laws of and resolved in the State and Federal courts in the State of Nebraska, and the parties hereby consent to venue in Omaha, Nebraska. THE PURCHASER AND SUPPLIER EACH HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY ON ANY CLAIM

(INCLUDING COUNTERCLAIMS) ARISING WITH RESPECT TO THE WORK PURCHASED HEREUNDER. Any lawsuit based on or related in any way to the Agreement, or the Work described therein, must be commenced within one (1) year after delivery of the Product or performance of the Work to the Purchaser or it shall be barred.

SEVERABILITY: If any portion of the Terms and Conditions of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.

FAILURE TO ENFORCE: The failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of such provision or provisions, nor prevent Supplier thereafter from enforcing each and every other provision of the Terms and Conditions of this

Agreement.

ASSIGNMENT: Neither these Terms and Conditions nor any proposal or quotation provided by Supplier nor Order is assignable by Purchaser without Supplier’s prior written consent. Supplier hereby reserves the right to assign, subcontract, or delegate responsibilities of the Order without prior approval of Purchaser. Any such transfer shall not relieve Supplier from its obligations pursuant to the Order and these Terms and Conditions.

NOTICE: Any and all notices or other communications required or desired to be made under the Terms and Conditions of the Agreement shall be made in writing and given or served in person, electronic mail, or certified mail, return receipt requested, postage prepaid, to the person executing this Agreement or, in their absence of employment, to the address indicated on the Order or proposal or quotation. Notice given in accordance with the foregoing shall be deemed served, if in person, when delivered, if by electronic mail, when actually received, or if by certified mail, on the third business day after the mailing date.