BRS TERMS AND CONDITIONS OF SALE

These terms and conditions shall apply to all offers, sales, agreements, contracts or other arrangements between Ballistic Recovery Systems, Inc., d.b.a. BRS Aerospace (“BRS AEROSPACE”) and the party identified in a purchase order accepted, or a sales order issued, by BRS AEROSPACE (“Buyer”) regarding the sale by BRS AEROSPACE of parachute systems and other goods to Buyer (“BRS Unit”). These terms and conditions shall be read in conjunction with any additional terms and conditions in any sales order or other agreements between Buyer and BRS AEROSPACE, and the terms and conditions in any such agreements applying to a specific transaction shall take precedence to the extent they conflict. These terms and conditions are subject to change without notice.

Except when a sales order is issued by BRS AEROSPACE referencing a supply agreement, the sales order, together with these terms and conditions, and any other attachments and exhibits whether physically attached or incorporated by reference, (collectively the “Sales Order”) constitute the entire agreement between BRS AEROSPACE and Buyer for the sale and purchase of the goods and services, and is expressly made conditional upon Buyer’s acceptance of these terms and conditions.

Buyer’s electronic acceptance of a Sales Order by BRS AEROSPACE, or delivery by Buyer of a deposit for a purchase order, shall constitute Buyer’s acceptance of these terms and conditions in their entirety, even if Buyer purports to condition its acceptance on any different or additional terms, except for any different or additional terms and conditions in any Sales Order or other agreements expressly agreed to by BRS AEROSPACE in such Sales Order or agreements.

All sales are final.

Prices contained on offers are firm and valid for a period of 90 days from date of the offer.

Unless stated otherwise in the Sales Order, Buyer is required to provide BRS AEROSPACE with a 100% deposit of the purchase price as a condition of acceptance by BRS AEROSPACE of any order. Buyer must pay the balance of each order, if any, including taxes, fees or additional costs that are the responsibility of Buyer, prior to shipment.

The purchase price set forth above does not include any applicable taxes or fees, including, but not limited to, sales, use or excise tax, or customs fees. All such taxes and fees are in addition to the purchase price, and are the sole and exclusive responsibility of, and shall be paid by, Buyer.

If payment is not received by BRS AEROSPACE in full within 15 days of BRS AEROSPACE’s notification to Buyer of completion of an order, a 1.5% charge per month on any due and unpaid amounts will be assessed and invoiced to Buyer. If full payment is not received after 30 days of BRS AEROSPACE’s notification, the order will be cancelled and BRS Unit(s) will be restocked. BRS AEROSPACE will retain 25% of the purchase price of the order as a restocking fee and refund the balance of Buyer’s deposit.

Title to any BRS Unit(s) purchased under these terms and conditions shall remain with BRS AEROSPACE until receipt of full payment by Buyer. Risk of loss of the BRS Unit(s) shall pass to Buyer at the time of delivery of such Unit(s) to a common carrier or Buyer’s delivery agent at the FOB (or ex-works) shipping point, which shall be BRS AEROSPACE’s facility.

BRS AEROSPACE accepts no responsibility for breakage, damage or losses occurring after delivery by BRS AEROSPACE to a common carrier or Buyer’s delivery agent(s), to whom all such claims must be referred directly. Buyer shall be solely responsible for securing insurance coverage against theft, accident, breakage, damages, fire, or any other risk, or any insurance coverage Buyer desires for delivery of any BRS Unit(s).

BRS AEROSPACE shall not assume any risk or liability for delay or non-fulfillment under this Agreement due to fire, explosion, flood, storm, acts of God, war, strikes, breakdown, government orders, inability to obtain necessary materials or components or other causes beyond BRS AEROSPACE’s control. Manufacture, shipment and delivery are subject to any prohibition, restriction, priority, allocation, regulation or condition imposed by or on behalf of the United States of America which may prevent or interfere with fulfillment of the order.

BRS AEROSPACE warrants to Buyer that BRS Unit(s) subject to these terms and conditions shall be free from defects in workmanship or material.

Claims for errors, deficiencies, defects or imperfections shall not be considered unless received by BRS AEROSPACE, in writing, within thirty (30) calendar days after receipt of a BRS Unit by Buyer. Failure of Buyer to give such notice shall constitute a waiver by Buyer of all claims with respect to such BRS Unit. BRS AEROSPACE shall be given the opportunity to verify the existence of any alleged defect. In the event of a defective BRS Unit, BRS AEROSPACE shall, at BRS AEROSPACE’s sole and exclusive discretion, either repair or replace such defective BRS Unit, or credit Buyer for the price of such defective BRS Unit within a reasonable time of BRS AEROSPACE’s receipt of such defective BRS Unit.

BRS Units may not be returned except by permission of BRS AEROSPACE. Returns must be authorized by receiving a Return Material Authorization (RMA) prior to shipment back to BRS AEROSPACE. Buyer shall return the defective BRS Units to BRS AEROSPACE in strict accordance with BRS AEROSPACE’s written instructions concerning shipping, handling, insurance and other matters as to which BRS AEROSPACE may issue instructions.

THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING. WITHOUT LIMITATION. THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

BUYER’S SOLE REMEDY IN THE EVENT OF BREACH BY BRS AEROSPACE OF ANY OF THE WARRANTIES CONTAINED HEREIN SHALL BE, AT BRS AEROSPACE’S SOLE AND EXCLUSIVE OPTION, THE REPAIR OR REPLACEMENT OF THE NON-CONFORMING BRS UNIT(S), OR CREDIT TO BUYER OF THE PURCHASE PRICE OF SUCH DEFECTIVE BRS UNIT(S). BRS AEROSPACE SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING WITHOUT LIMITATION SPECIAL, INCIDENTAL, AND CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE BRS UNIT(S) OR ITS USE BY BUYER. BRS AEROSPACE’s MAXIMUM AGGREGATE LIABILITY FOR LOSS OR DAMAGE ARISING UNDER, RESULTING FROM, OR IN CONNECTION WITH, THE SUPPLY OR USE OF THE BRS UNIT(S), OR FROM THE PERFORMANCE OR BREACH OF ANY OBLIGATIONS IMPOSED HEREUNDER OR OTHERWISE, WHETHER SUCH LIABILITY ARISES FROM ANY ONE OR MORE CLAIMS OR ACTIONS FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), DELAYED COMPLETION, WARRANTY, INDEMNITY, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY BRS AEROSPACE FROM BUYER FOR THE PURCHASE OF SUCH UNIT(S).

Buyer consents to jurisdiction over any actions or legal proceedings arising out of or relating to the sale and purchase of any BRS Unit(s) under these terms and conditions being the courts of the State of North Carolina, and expressly agrees that North Carolina shall be the exclusive forum for any such actions or legal proceedings.

In the event BRS AEROSPACE is required to institute any action or legal proceeding to enforce any of the terms and conditions herein, BRS AEROSPACE shall be entitled to recover all of its court costs and reasonable attorneys’ fees and other related costs, expenses and disbursements arising out of such legal proceedings in which BRS AEROSPACE prevails.

If any term or condition herein shall be found by a court of reasonable jurisdiction to be invalid, void or unenforceable, in whole or in part, such decision shall not affect the validity of the remaining terms and conditions, which shall stand in full force and effect, and shall in no way be affected, impaired or invalidated.

BRS Doc.: BRS Terms and Conditions

BRS Doc nr. 0202309-TC