QTI FIBERS HOLDINGS, LLC and its SUBSIDIARIES  STANDARD TERMS AND CONDITIONS 

OF ACCEPTANCE AND SALE 

  1. CONTROLLING TERMS AND CONDITIONS. Buyer’s  purchase order, whether written or verbal, is accepted only upon  these terms and conditions. Seller objects to, and shall not be  bound by, any term or condition on Buyer’s order that is different  from or in addition to Seller’s terms and conditions. Any additional  or different terms or conditions proposed by Buyer are hereby  expressly rejected regardless of how presented, including, without  limitation, any such terms or conditions presented in any of Buyer’s  business forms, on Buyer’s website, through any ‘click through’  acceptance, or an EDI system. These terms and conditions  constitute the entire agreement between Buyer and Seller and  supersede any prior or contemporaneous representations,  warranties, proposals, terms, conditions, or agreements, whether  oral or written. No term, condition, description, price, quantity,  specification, or delivery schedule shall be changed, and no  agreement or understanding in addition to or different from the  terms and conditions stated herein shall be binding upon Seller, unless signed by an authorized representative of Seller. 
  2. PROPOSAL/QUOTATIONS. Proposals/quotations made by  Seller are only valid in writing and for thirty (30) days from the date  of the quotation unless otherwise set forth in Seller’s  prospoal/quotation. All proposals/quotations are subject to change  or withdrawal without prior written notice to Buyer prior to  acceptance by Buyer unless otherwise specifically stated in the  quotation. Quotations are made subject to approval by Seller of  Buyer’s credit. 
  3. PRICE. Unless otherwise specifically agreed to in writing by  Seller, all prices are exclusive of any freight costs and any sales,  use, value added, excise, gross receipts, business and occupation  or similar present or future taxes imposed by any governmental  body on the sale, delivery, use or other handling of the goods or in  connection with any transactions contemplated herein. Prices  assume order quantities sufficient to meet Seller’s standard  minimum order requirements for applicable products. Unless  otherwise agreed in writing, any variation in quantities shipped over  or under the quantities ordered (not to exceed 10%) shall constitute  compliance with Buyer’s order and the stated price per item will  continue to apply. Seller reserves the right to adjust prices on  undelivered products to reflect changes in raw material costs. All  orders are accepted subject to Seller’s price in effect at time of  shipment. All prices are F.O.B. Seller’s shipping point. 
  4. PAYMENTS, LATE CHARGES, AND COSTS. Unless  otherwise specifically agreed to in writing by Seller, terms are net  thirty (30) days from date of Seller’s invoice. If Buyer fails to pay by  the due date any sum required to be paid by Buyer to Seller  hereunder, Buyer will pay to Seller for each delinquent payment or  part thereof interest from the due date until paid at the lesser of: (i)  the highest rate published from time to time by the Wall Street  Journal as the “prime rate” plus 6%; or (ii) the highest rate permitted  by applicable law. Seller shall also have the right, among other  remedies, either to terminate the order or to suspend further  performance in the event Buyer fails to make any payment when  due. Buyer shall also pay to Seller all reasonable costs and  expenses (including but not limited to attorney’s fees) incurred by  Seller in connection with Seller’s efforts to collect such delinquent  payment(s) or to otherwise enforce the terms and provisions of this  contract. Any check or remittance received from or for the account  of Buyer may be accepted and applied by Seller against any  indebtedness or obligations owing by Buyer as shown by the books  and records of Seller, without prejudice to or the discharge of the  remainder of any such indebtedness or obligation, regardless of  any condition, proviso, statement, legend, or notation appearing  on, referred to, or accompanying such check or remittance. 
  5. SEPARATE SALE. Each delivery hereunder shall be  deemed a separate sale, and failure of Seller to make  delivery hereunder shall not affect any contract with  respect to any other delivery. 
  6. DELIVERY. Unless otherwise agreed upon in writing  by Seller, all products ordered by Buyer shall be shipped  F.O.B. Seller’s facilities. Buyer shall have all risk of loss  following delivery of the product to Buyer at Seller’s  facilities. Title and ownership to products shall remain with  Seller until Seller has received full payment therefore. Any  claims for shortages or damages suffered in transit shall  be submitted by Buyer directly to the carrier within ten (10) days of delivery. While Seller will use all reasonable  commercial efforts to maintain the delivery date(s), all  shipping dates are approximate. Seller reserves the right  to make partial shipments. Seller, at its option, shall not be  bound to tender delivery of any goods for which Buyer has  not provided shipping instructions. If the shipment of the  goods is postponed or delayed by Buyer for any reason,  Buyer agrees to reimburse Seller for any and all storage  costs and other additional expenses resulting therefrom,  including spoilage or obsolescence. Delivery times shall  be agreed between Seller and Buyer at the time of each  order, but shall in any event be subject to Seller’s  customary lead times. 
  7. CREDIT APPROVAL AND ORDER ACCEPTANCE.  All orders are subject to acceptance at Seller’s corporate  office and no order is binding upon Seller until such  acceptance occurs. Acceptance of any order submitted by  Buyer shall be subject to credit approval by Seller. If, after  initial credit approval, Buyer’s credit becomes  unsatisfactory to Seller, Seller reserves the right to  terminate any order upon written notice to Buyer. In that  event, Seller shall have no liability to Buyer for such  termination and Buyer shall not be entitled to assert any  claim against Seller for such termination. In lieu of  termination, Seller, at its sole discretion, may require cash  or security satisfactory to Seller prior to subsequent  shipments or deliveries hereunder. The election by Seller  to require such cash or security shall not affect the  obligation of Buyer to take and pay for all products. 
  8. SECURITY INTEREST AND LIEN: Buyer grants to  Seller a security interest and lien upon all goods and  property of Buyer in the possession of Seller, now and in  the future (including goods billed and held and including  goods in the possession of any parent, subsidiary or  affiliate of Seller), to secure all present and future  obligations of Buyer to Seller, including without limitation  the obligations arising out of this contract. Acceptance of  a note, bill, acceptance, or additional security shall not  constitute a waiver of Seller’s security interest and lien  upon such goods. In the event Buyer fails to pay or perform  any obligation to Seller when due, Seller shall have the  option to sell all or any part of the goods subject to the  foregoing security interest and lien at public or private sale  after ten (10) days written notice to Buyer mailed to Buyer  by registered mail at Buyer’s last-known address. Seller  shall be entitled to purchase all or any part of the goods at  such sale and the proceeds of sale shall be applied first to  the costs of sale, including reasonable attorneys’ fees, and  then to Buyer’s obligation to Seller. Buyer shall be  responsible for any deficiency existing after application of  the proceeds. The security interest and lien provided for  herein shall be in addition to all liens and remedies in favor  of Seller provided by law. 
  9. TOOLING/MOLDS/DIES. Unless otherwise agreed to in  writing by Seller, all Tooling and Molds for which Seller has  received payment in full and which are used in the manufacture of  finished products shall remain the property of Buyer. All  preventative maintenance and refurbishment costs of the above  items are to be paid for by the owner. Buyer has three years from  date of last production to take possession of Buyer-owned  molds/tools/fixtures. After such period has elapsed, Seller reserves  the right to destroy any unclaimed molds/tools/fixtures. 
  10. WARRANTIES. Seller warrants that the products delivered  hereunder shall (A) conform to any written specifications previously  communicated to Buyer by Seller; (B) be conveyed free and clear  of any lien, security interest, or encumbrance created by Seller; and  (C) be free from substantial defects in material and workmanship.  Seller makes NO OTHER WARRANTIES, EXPRESS OR  IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY  OR FITNESS FOR A PARTICULAR PURPOSE. SELLER  SPECIFICALLY DISCLAIMS ANY WARRANTY RELATING TO  THE SUITABILITY, INTEGRITY, FUNCTIONALITY, OR ANY  OTHER ASPECT OF ANY PARTS DESIGN SPECIFICATIONS,  CONCEPTS, OR IDEAS. BUYER ASSUMES ALL RISKS  INCURRED IN THE USE OF ANY MATERIAL DELIVERED  HEREUNDER. NO VERBAL STATEMENTS BY SELLER’S  AGENTS OR EMPLOYEES, MADE BEFORE OR AFTER THE  PERFORMANCE OF THIS CONTRACT, AND NO SAMPLES  SUBMITTED TO BUYER SHALL BE CONSTRUED AS  CREATING ANY WARRANTIES, EXPRESS OR IMPLIED, FROM  SELLER. 

In the event of any defect or non-conformity which causes Seller’s  product not to comply with the foregoing limited express warranty,  Buyer’s remedy for such breach of warranty shall be limited to  having Seller repair or replace the product, subject to the requirement that Seller is provided with prompt notice of the defect  or non-conformity and is able to verify the same. Any claim by  Buyer for any breach of Seller’s limited express warranty with  respect to any product must be made by Buyer to Seller in writing  within fifteen (15) days after delivery of the product by Seller or  such claim shall conclusively be deemed to have been waived by  Buyer. Buyer shall pay all freight costs incurred in returning the  defective or non-conforming product to Seller for examination and  repair or replacement, if appropriate. IN NO EVENT SHALL BUYER BE ENTITLED TO CLAIM OR RECOVER ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FROM SELLER OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR LOSS OF USE RESULTING FROM ANY DEFECT OR NON-CONFORMITY IN SELLER’S PRODUCTS. In the event Seller fails to repair or replace  a defective or non-conforming product as aforesaid, Seller’s liability  shall be limited to return of the purchase price paid by Buyer to  Seller for such item. Furthermore, in the event that,  notwithstanding the foregoing, Seller is determined to be obligated  to Buyer for any damages or costs related in any manner to Seller’s  product or the performance of any purchase order, Seller’s liability  will in no event exceed the price paid by Buyer to Seller for the  product. These provisions allocate the risks related to any defect  or nonconformity in Seller’s products or performance of any  purchase order between Buyer and Seller and Seller’s pricing to  Buyer reflects such allocation of risk and the contractual limitation  of Seller’s liability stated herein.  

  1. FORCE MAJEURE. Seller shall not be liable for any default  in, delay, reduction, or failure of delivery due to causes beyond its  control, including, without limitation, strikes, pandemic, floods, lock  outs, disputes or disagreements resulting in work stoppages,  inability to timely acquire the products from Seller’s supplier for  reasons beyond Seller’s control, embargoes, government  regulations, military service, war, delays by carriers, lack of  shipping facilities, unavoidable casualties, fires, storms, explosions, epidemics, civil disturbances, acts of God or  public enemy, or any other causes or conditions in addition  to the foregoing which are beyond Seller’s control. In any  such circumstances, Seller may, without liability on  Seller’s part, cancel or terminate the contract or parts  thereof or suspend and thereafter, upon removal of the  difficulty or cause of such default in, delay, reduction, or  failure of delivery, resume delivery of all or part of the  products remaining undelivered, and Buyer shall accept  such deliveries, provided that if such delay in delivery  exceeds sixty (60) days, Buyer may demand delivery of  the products so delayed by providing Seller with a written  demand by registered or certified mail and if said products  are not shipped by Seller within ten (10) days after receipt  of such demand, the order at issue shall be deemed  terminated without liability on Seller’s part, as to said  products. Seller may, during any period of shortage due to  any of the above circumstances, allocate its available  supply of products, services, and resources among itself  and its customers in such manner as Seller, in its sole  judgment, deems fair and equitable and/or eliminate  any/all quantities of product(s) affected from this contract  without liability.
  1. LIMITATION ON DAMAGES. SELLER SHALL NOT  BE LIABLE TO BUYER FOR ANY SPECIAL,  INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL  DAMAGES (including loss of anticipated profits, business  interruption, loss of use or revenue, cost of capital or loss  or damage to property or equipment) arising in any way  from the relationship of the parties or the production, sale, or delivery of the goods by Seller. Seller’s liability to Buyer  shall be in all cases limited to the price paid by Buyer for  goods or services provided by Seller relating to the claims  for damages. Seller will not be liable to Buyer for any loss,  damage, or injury to persons or property resulting from the  handling, storage, transportation, resale, or use of its  products after delivery or from the design of products to  the extent provided by Buyer. Buyer may not set off any  payments due hereunder against any other amounts  Seller or its affiliate may owe to Buyer. 
  2. DEFAULT: The occurrence of any of the  following shall constitute an event of default under this  contract: (a) Buyer shall be in default if Seller shall not  have received a payment from Buyer, when due, and such  failure of payment shall remain uncured for a period of five  (5) days; (b) a party shall be in default if it shall fail to  perform any other obligation under the contract and such  failure is not excused or cured within ten (10) days after  written notice thereof, or if it files a petition in bankruptcy  or otherwise commences or acquiesces in the  commencement of a proceeding under any bankruptcy,  insolvency, reorganization, or similar law, or makes an  assignment for the benefit of creditors, or has a bankruptcy  petition filed against it which is not withdrawn or dismissed  within thirty (30) days after filing, or has a liquidator,  administrator, custodian, receiver, trustee, conservator, or  similar official appointed with respect to it or any  substantial portion of its assets or otherwise becomes  insolvent. In the event of default, the non-defaulting party,  in its sole discretion, may do any one or more of the  following: (i) suspend performance under the contract or  any other agreement between the parties, or (ii) cancel the  contract or any other agreement between the parties. The  foregoing rights shall be cumulative and alternative and in  addition to any other rights or remedies to which the non defaulting party may be entitled under applicable law. 
  3. TERMINATION. Seller shall have the right in its sole discretion, by notice given to Buyer, to terminate any order upon  the occurrence of any direct or indirect, voluntary or involuntary,  sale, lease, transfer, assignment, merger, consolidation, or other  disposition of Buyer’s assets, it being understood that in the event  such shall occur (and without prejudice to the termination remedy  specified), (x) Buyer shall remain fully liable for its obligations under  this contract, and (y) the transferee of such assets or such facility  shall also be liable for all obligations of Buyer under this contract.  In addition, Seller may cancel any purchase order or releases  thereunder that are not scheduled for shipment within the  succeeding thirty (30) days. If Buyer notifies Seller of Buyer’s  intention not to fulfill any obligation under a purchase order, Buyer  shall be liable to Seller for all finished goods, work in process, and  unique or surplus raw materials and supplies produced or ordered  in reliance on such purchase order. Any and all purchase orders  for tooling, fixtures, and equipment shall be paid for at the contract  price, regardless of the stage of completion.
  1. INTELLECTUAL PROPERTY AND PROPRIETARY  RIGHTS. All drawings, know how, inventions, devices,  developments, processes, copyrights, trademarks, patents and  applications therefore, and other information or intellectual property  disclosed or otherwise provided to Buyer by Seller, including  intellectual property developed by Seller as a part of its relationship  with Buyer, and all rights therein will remain the property of Seller  and will be kept confidential by Buyer in accordance with these  terms and conditions. Buyer shall have no claim to, nor ownership interest in, any intellectual property and such information, in  whatever form and any copies thereof, shall be promptly returned  to Seller upon written request of Seller. Buyer shall indemnify and  hold Seller harmless against any and all claims, demands, suits  and/or costs whatsoever arising out of or relating to any violation  or infringement or any alleged violation or infringement of any  patent, trademark, or copyright in relation to any product  manufactured in accordance with any designs and/or specifications  provided by Buyer. 
  2. CONFIDENTIAL INFORMATION. All information furnished  or made available by Seller to Buyer in connection with the subject  matter of these terms and conditions, Seller’s quotation, or Buyer’s  purchase order shall be held in confidence by the Buyer. Buyer  agrees not to use such information or disclose such information to  others without Seller’s prior written consent. The obligations in this  paragraph will not apply to any information in the public domain  which Buyer can show by written records was in Buyer’s  possession prior to disclosure by Seller, or any information which is legally made available to Buyer by or through a third party having  no direct or indirect confidentiality obligation to Seller with respect  to such information. The provisions of this paragraph shall survive  the delivery of, and payment for, Seller’s products.
  1. INDEMNITY. Buyer agrees to defend, indemnify, and hold  Seller, its affiliates, successors and assigns, officers, partners,  directors, shareholders, members, employees, independent  contractors, and agents harmless against claims by any third party  (including Buyer’s employees and customers) arising out of Buyer’s  negligence, misrepresentation, or unloading, handling, storage,  transportation, disposal, use, or resale of the products. 
  2. ASSIGNMENT. This contract binds and inures to the benefit  of Buyer and Seller and their respective successors and permitted  assigns. Buyer may not assign any interest in, nor delegate any  obligation under the contract, by operation of law or otherwise,  without Seller’s prior written consent. Any assignment or attempted  assignment in contravention of the foregoing shall be null and void,  shall be considered a breach of the contract, and shall permit  Seller, in addition to any other rights that it may have, to terminate  the contract. 
  3. WAIVER. No waiver by either party, whether express or implied, of any provision of this contract or any breach or  default by either party, shall constitute a continuing waiver  or waiver of any other provision or provisions of this  contract and no such waiver by either party shall prevent  such party from enforcing any and all provisions of this  contract as to any subsequent breach or default by the  other party under any provisions of this contract.
  1. SEVERABILITY. If any provision herein shall be  held to be unlawful or unenforceable, the remaining  provisions herein shall remain in full force and effect. 
  2. APPLICABLE LAW AND JURISDICTION. 

(A) APPLICABLE TO ORDERS FROM QUANTUM  MATERIALS, LLC. This contract shall be  governed and construed in accordance with the  laws of the State of North Carolina, without  regard to principles of conflicts of law. Buyer  hereby consents to the personal jurisdiction of  the state and federal courts in Guilford County,  North Carolina, with regard to any lawsuit  arising out of this contract, or any goods or  services provided by Seller to Buyer or any  agreement, obligation, or transaction between  Seller and Buyer. The United Nations  Convention on Contracts for the International  Sale of Goods or any subsequently enacted  treaty or convention shall not apply to this  contract or any dispute arising therefrom. 

(B) APPLICABLE TO ORDERS FROM  TWITCHELL TECHNICAL PRODUCTS, LLC,  OR INFINITY WOVEN PRODUCTS, LLC. This  contract shall be governed and construed in  accordance with the laws of the State of  Alabama, without regard to principles of  conflicts of law. Buyer hereby consents to the  personal jurisdiction of the state and federal  courts in Houston County, Alabama, with regard  to any lawsuit arising out of this contract, or any  goods or services provided by Seller to Buyer or  any agreement, obligation, or transaction  between Seller and Buyer. The United Nations  Convention on Contracts for the International  Sale of Goods or any subsequently enacted  treaty or convention shall not apply to this  contract or any dispute arising therefrom.  

  1. ITAR/ EXPORT COMPLIANCE. Seller’s products  and materials may be subject to U.S. ITAR and export  laws, regulations, rules, treaties, and international  agreements. Buyer assumes responsibility for abiding with  all ITAR and export laws, rules, regulations, treaties, and  international agreements when exporting, re-exporting, or  transferring, directly or indirectly, any products or technical  data received hereunder, to any country or user to which  such export, re-export, or transfer is restricted by United  States or local country law or regulation without first  obtaining all required licenses, authorizations,  certifications, or approvals. By placing an order with Seller,  Buyer represents that Buyer is not in a sanctioned country,  nor has Buyer been found in violation of any ITAR or other  export laws, rules, regulations, treaties, or international  agreements and had commercial restrictions placed on  Buyer by the Department(s) of State, Treasury, Justice, or  Commerce, and Buyer is not listed on the BIS Denied  Persons List (DEN), the DDTC Debarred List (DBL) or the  OSOFAC Specially Designated Nationals (SDN) list.
  2. ANTI-CORRUPTION. Buyer agrees that it will conduct itself  in compliance with all applicable anti-corruption laws, including  without limitation the Foreign Corrupt Practices Act, in connection  with any import, export, use, resale, or further distribution of the  Product. 
  3. PRODUCT INFORMATION. Buyer acknowledges that it has  received and is familiar with Seller’s labeling and literature  concerning the product(s), and Buyer agrees to forward such  information to its employees, independent contractors, agents,  customers, and others who unload, handle, store, transport,  dispose, use, or resell the Product for Buyer. 
  4. BUYER’S USE. Buyer agrees that Buyer has independently  determined the suitability of the product(s) for Buyer’s application  or use and assumes all responsibility for the results obtained by  use of the product(s) whether alone or in combination with other  materials. Buyer will comply with all laws, rules, and regulations  pertaining to the handling of the product(s), and Buyer assumes all  risks and liability arising out of Buyer’s unloading, handling,  storage, transportation, disposal, use, and resale of the product(s). 
  5. CUMULATIVE RIGHTS. All rights and remedies of Seller  under this contract are in addition to Seller’s other rights and  remedies under this contract and as otherwise provided by law and  are cumulative, not alternative.