GLOBAL PURCHASING TERMS AND CONDITIONS

1. Terms / Order / Acceptance: These Global Purchasing Terms and Conditions (these “Terms”) are used in connection with the purchase order and any Buyer instructions previously provided in writing (“Instructions”), drawings, exhibits and/or schedules included with such documents (the “Order”). These Terms and the Order comprise the entire agreement (the “Agreement”) between the buyer specified in the Order (“Buyer”) and the seller specified in the Order (the “Seller”) concerning Buyer’s purchase of the goods specified in the Order (the “Goods”). These Terms: (i) supersede all prior and contemporaneous understandings, agreements, representations, warranties, and communications, both written and oral, of Buyer and Seller with respect to such subject matter; (ii) prevail over any inconsistent terms contained in any other statement or document, regardless of when such statement is made or such document is presented, including but not limited to any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with the Order; and (iii) may only be modified in a writing that is: (A) signed by Buyer, (B) makes specific reference to these Terms, and (C) sets forth the modification. Seller’s acceptance of the Order is expressly limited to these Terms. The Order is not binding on Buyer until Seller accepts the Order in writing or starts to perform in accordance with the Order. Buyer will construe the commencement of Seller’s performance as Seller’s acceptance of these Terms. If Seller does not accept these Terms, then Seller should not commence to perform in accordance with the Order. If Seller fails to accept the Order in writing or to provide Notice (defined in Section 27 of these Terms) to Buyer that it has commenced performance on or prior to the fifth day following Seller’s receipt of the Order, then the Order will automatically lapse without further action on the part of Buyer. In addition, Buyer may withdraw the Order any time before it is accepted by Seller. These Terms apply to any repaired or replacement Goods provided by Seller hereunder. Buyer is not obligated to any minimum purchase or future purchase obligations under the Agreement.

2. Delivery: Seller shall deliver the Goods in the quantities and on the date or dates specified in the Order (the “Delivery Date”). If no date is specified in the Order, then Seller will deliver the Goods within ten (10) days after receiving the Order, and such date shall be deemed to be the Delivery Date. Except as set forth on the Order, Buyer shall have no liability to pay for Goods delivered to Buyer that are in excess of the quantities specified in the Order or delivered on a date other than the Delivery Date and may return them at Seller’s risk and expense or store them at Seller’s risk and expense. If Seller fails to deliver the Goods in full on the Delivery Date, then Buyer may terminate the Order immediately by providing Notice to Seller, and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date. All settlements will be based solely on Buyer’s weights or counts. Time is of the essence for Seller’s performance of all of its obligations under this Agreement. Whenever Seller has reason to believe that deliveries will not be made as scheduled, Seller will immediately notify Buyer of the cause and duration of the anticipated delay.

3. Shipping / Title: Except as set forth on the Order, Seller will ship all Goods DDP (Incoterms® 2010) to the destination specified in the Order (“Delivery Location”). Seller must pack, mark, and ship the Goods in strict compliance with the standard industry practice and the Instructions. Seller shall: (i) immediately upon delivery of the Goods to a carrier for transportation, give Notice of the shipment to Buyer and send Buyer all shipping documents, including but not limited to commercial invoices, packing lists, air waybills/bills of lading, express receipts, and any other documents that are necessary to release the Goods to Buyer; (ii) comply with all export regulations of the country of manufacture and all regulations of the customs agency or department of the importing country; and (iii) cause all shipping documents and other documents pertaining to the Order to display the purchase order number and shipper’s package numbers. Buyer may reject any C.O.D. shipments, Goods sent on a sight draft basis, and Goods that are not accompanied by appropriate documentation. Buyer shall not be indicated as the importer of record on any customs declaration. Title passes to Buyer upon delivery of the Goods to the Delivery Location.

4. Inspection and Rejection of Nonconforming Goods: Buyer may: (i) inspect the Goods on or after the Delivery Date; (ii) at its sole option, inspect all or a sample of the Goods; and (iii) reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, then Buyer may, effective upon Notice to Seller: (i) rescind the Order in its entirety; (ii) accept the Goods at a reasonably reduced price; or (iii) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, then Seller shall, at its expense and within five (5), replace the nonconforming Goods and pay for all related expenses, including but not limited to transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, then Buyer may: (i) replace them with goods from a third party; (ii) charge Seller the cost thereof; and (iii) terminate the Order. Any inspection or other action by Buyer under this Section 4 shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer may conduct further inspections after Seller has carried out its remedial actions.

5. Price / Taxes: The price of the Goods (the “Price”) is the price specified in the Order. If no price is specified in the Order, then the Price is the lower of (i) the last price paid by Buyer to Seller for goods of the same quality and quantity of the Goods or (ii) the prevailing market price as of the date of the Order for the Goods. The Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees, and applicable taxes, including but not limited to all sovereign, state, and local sales, use, excise, value-added, privilege, payroll, occupational, and any other taxes, fees, or duties applicable to the Goods. Seller will separately list all taxes on the invoice, and to the extent the invoice includes both taxable and nontaxable amounts, any taxable amounts shall be separately stated on the invoice. Seller shall ensure that, if any value-added or similar tax is applicable, it is invoiced in accordance with the applicable rules, so that Buyer can reclaim such tax from the appropriate government authority. No increase in the Price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of Buyer.

6. Payment: Seller may issue an invoice to Buyer on or any time after the completion of delivery, but only in accordance with these Terms. Buyer shall pay all properly invoiced amounts due to Seller within sixty (60) days after Buyer’s receipt of such invoice, except for any amounts disputed by Buyer in good faith. Invoices may not be dated prior to Delivery Date. The invoice must contain the Order number and the same price as the Order. Unless otherwise stated in the Order, Buyer will make all payments in U.S. dollars in immediately available funds. If Buyer disputes an invoice, then Buyer shall deliver a written statement to Seller, listing all disputed items and providing a description of each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue to perform its obligations under the Order notwithstanding any such dispute. If Buyer is required by government regulation to withhold taxes for which Seller is responsible, then Buyer will deduct such withholding tax from Buyer’s payment to Seller and provide Seller a valid tax receipt in Seller’s name. If Seller is exempt from such withholding taxes as a result of a tax treaty or other regime, then Seller shall provide Buyer a valid tax treaty residency certificate or other tax exemption certificate a minimum of thirty (30) days prior to payment being due. Without prejudice to any other right or remedy, Buyer may set-off or deduct, against any amount Buyer owes Seller under the Agreement, any amount that Seller, at any time, owes to Buyer.

7. Warranties: Seller warrants to Buyer, for a period of eighteen (18) months after the Delivery Date, that the Goods: (i) conform to applicable standards, specifications, drawings, and other requirements specified by Buyer in writing; (ii) are merchantable; (iii) operate as intended; (iv) are free from defects in materials, workmanship, and design; (v) are free and clear of all liens, security interests, or other encumbrances; (vi) do not infringe or misappropriate any third party’s patent or other intellectual property rights; and (vii) conform to any other express warranties Seller has made to Buyer. Buyer’s written approval of any of Seller’s designs does not relieve Seller of its obligations under this warranty. Seller is liable for all damages to Buyer as a result of any breach of these warranties. The foregoing warranties are in addition to any other warranties customarily made by Seller and any implied warranties available by law. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Buyer. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods with the foregoing warranties. If Buyer gives Seller Notice of noncompliance with this Section 7, then Seller shall, at its own cost and expense, within ten (10) days, replace or repair the defective or nonconforming Goods and pay for all related expenses, including but not limited to transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer.

8. Quality Control: Seller must meet the requirements of Buyer’s Supplier Code of Conduct, found at www.airdistribution.com, as well as any quality-control Instructions. Seller shall provide and maintain inspection and quality control systems covering the Goods that are acceptable to Buyer. Buyer and Seller agree to maintain records of all inspection work and make them available to the other party upon request.

9. Confidential Information: All non-public, confidential, or proprietary information of Buyer, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, that Buyer discloses to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with the Order is confidential. Seller may use such information solely in connection with performing the Order and may not disclose or copy any such information without Buyer’s prior written authorization. Upon Buyer’s request, Seller shall promptly return to Buyer all such information, including documents and other materials incorporating such information. Buyer shall be entitled to injunctive relief for any violation of this Section 9 without posting bond or establishing the insufficiency of a remedy at law. This Section 9 shall not apply to information that: (i) is in the public domain through no fault of Seller; (ii) Seller can establish was already known to Seller at the time of disclosure; or (iii) Seller rightfully obtained on a non-confidential basis from a third party, provided such third party, to Seller’s knowledge after due inquiry, is not bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, Buyer with respect to such information. Seller is responsible for any disclosure of Confidential Information by its employees, agents, or representatives.

10. Cancellation:

    1. The Buyer may cancel performance or work under this Order, in whole or in part, at any time, with or without cause, by written notice of cancellation to Seller. Upon receipt of such notice, Seller will stop work on the date and to the extent specified in the notice and terminate all Orders and subcontracts to the extent they relate to terminated work. Seller will promptly advise the Buyer of the quantities of applicable work and material on hand or purchased prior to termination and the most favorable disposition that the Seller can make thereof. Seller will comply with the Instructions regarding transfer and disposition of title to the possession of such work and material.

    2. Within sixty (60) days after receipt of such notice of termination, the Seller will submit all its claims resulting from such termination. Buyer will have the right to check such claims at any reasonable time or times by inspecting and auditing records, facilities, work, or material of the Seller relating to this Order.

    3. Buyer will pay the Seller, without duplication, the Order price for finished work accepted by the Buyer and the cost to the Seller of work-in-process and raw material allocable to the terminated work based on any audit the Buyer may conduct and generally accepted accounting principles less, however, (i) the reasonable value or cost (whichever is higher) of any items used or sold by the Seller without the Buyer's consent, (ii) the agreed value of any items used or sold by the Seller with the Buyer's consent, and (iii) the cost of any defective, damaged, or destroyed work or material.

    4. Buyer will make no payments for finished work, work-in-process, or raw material fabricated or procured by the Seller in excess of any Order or release. Notwithstanding the above, payments made under this Section 10 will not exceed the aggregate price specified in this Order, plus payments otherwise made or to be made, and adjustments shall be made reducing the payments hereunder for costs of work-in-process on raw material to reflect on a pro rata basis any indicated loss on the entire Order had it been completed. Payment made under this Section 10 will constitute the Buyer's only liability in the event this Order is terminated hereunder. Except as otherwise provided in this Order, the provisions of this Section 10 will not apply to any cancellation by the Buyer for default by the Seller or for any other cause allowed by Applicable Law or under this Order. A cancellation pursuant to this Section 10 does not excuse Seller from its performance of any obligations that accrued prior to such cancellation.

11. Buyer’s Property: Any property, including but not limited to equipment, tools, fixtures, dies, jigs, patterns, gauges or materials, furnished either directly or indirectly by Buyer to Seller in connection with the Order, or which Buyer buys from, or gives reimbursement to, Seller in whole or in part (collectively, “Buyer’s Property”) is the sole property of Buyer, and Seller will hold Buyer’s Property a bailment basis. Buyer may, at any time, retake possession of any or all of Buyer’s Property. While in Seller’s custody or control, Seller bears the risk of loss, theft, and damage to Buyer’s Property. Seller shall keep Buyer’s Property free from any liens and encumbrances and insure Buyer’s Property against loss or destruction in an amount equal to the replacement cost with loss payable to Buyer. Seller must permanently mark all Buyer’s Property as “Property of Buyer.” Buyer’s Property is the Confidential Information of Buyer. Seller shall: (i) use Buyer’s Property only for the performance of this Agreement; (ii) claim no lien or ownership interest in Buyer’s Property; (iii) refrain from moving Buyer’s Property from the specified address without prior written approval from Buyer; and (iv) refrain from selling, transferring, or otherwise disposing of Buyer’s Property without the prior written consent of Buyer. Buyer may enter Seller’s premises at any reasonable times to inspect Buyer’s Property and Seller’s related records. Upon Buyer’s written request Seller shall prepare Buyer’s Property for shipment and deliver to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted.

12. Change in Specifications: Buyer may make changes in the design and specifications of any of the Goods. The difference in price or time for performance resulting from such changes will be equitably adjusted, and the Order will be amended accordingly. Seller may not change the specifications of theGoods, without providing thirty (30) days’ prior Notice to Buyer. Upon receipt of such a Notice, Buyer may terminate this Agreement, in which case Seller will refund to Buyer any amounts paid for Goods affected by the changed specifications.

13. Indemnity: Seller shall defend, indemnify, and hold harmless Buyer and its parent company, their respective subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, employees, and Buyer’s customers (collectively, “Indemnified Parties”) from and against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, fees (including import and export customs fees), or expense (including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers) arising out of or occurring in connection with: (i) any negligent or willful act or omission of Seller, its employees, agents, or subcontractors; (ii) Seller’s breach of these Terms; (iii) the Goods; and (iv) any claim that Buyer’s or an Indemnified Party’s use or possession of the Goods misappropriates the patent, copyright, trademark, mask work, or other intellectual property right of any third party. This Section 13 does not obligate Seller to indemnify the Indemnified Parties for injuries or damages caused solely by the gross negligence or willful misconduct of an Indemnified Party.

14. Insurance: Seller represents and warrants that, as of the date of the Order and for a period of twelve (12) months thereafter, it has and will maintain and provide a certificate of insurance with the following insurance policies in effect with financially sound and reputable insurers: (i) commercial general liability (including products liability) in a minimum amount of two million dollars (US$2,000,000) per occurrence per year, with a minimum aggregate amount per year of five million dollars (US$5,000,000), and (ii) workers’ compensation insurance or other similar compensation insurance in the amounts required by law. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer, evidencing the insurance coverage specified in these Terms and naming Buyer as an additional insured on the commercial liability policy. Seller shall provide Buyer with thirty (30) days’ advance Notice if Seller’s insurance policy is cancelled or materially changed. Seller’s purchase of insurance coverage or furnishing of an insurance certificate does not, in any way, limit Seller’s liability under these Terms or modify Seller’s obligations to Buyer or any of the Indemnified Parties.

15. On-site Services: While working on Buyer’s premises, Seller’s workers will adhere to all of Buyer’s company policies, rules, and safety regulations. Seller will comply with Section 14 Insurance and will provide a certificate of insurance naming Buyer as an additional insured on the commercial liability policy. Seller will cause Seller’s workers to sign whatever forms are required by Buyer for confidentiality, security, and administrative reasons. If approved in writing in advance by Buyer in connection with any services, Buyer will reimburse Seller for actual and reasonable expenses incurred (without mark-up) by Seller directly in connection with Seller’s performance of the services.

16. Compliance with Laws: Seller represents and warrants that, as of the date of the Order, it is in compliance with, and shall comply with, all Applicable Laws. The term “Applicable Law” includes but is not limited to all applicable international, national and local laws and regulations related to labor and employment (including wage and child labor laws), worker safety, data privacy, consumer protection, environmental protection, business operations, licensing, and authorization, zoning, import/export, shipment, non-discrimination, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Rule 13p-1 under the Securities Exchange Act of 1934 (the conflict minerals rule), and anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010 and any other such law governing Seller’s operations. Upon request, Seller agrees to supply Buyer with reasonable proof of such compliance in such form as may be required by any Applicable Law and as Buyer may deem necessary. Seller assumes all responsibility for shipments of any of the Goods that require any government import clearance. Buyer may terminate the Order if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods. If Goods are to be delivered to, or produced in, the United States of America, then Section 202 of Executive Order 11246, as amended, is hereby incorporated by this reference. For Quebec residents only: It is by the express intention of the parties hereto that the Terms and other documents pertaining to the Order be drafted in English. Il est de l’intention expresse des parties à la presente Convention (connaissement, bon de commande, bon de conditionnement ou facture) et tout document s’y rattachant soient écrit en langue anglaise.

17. Limitation of Liability: Nothing in the Order, these Terms, or any document related thereto shall exclude or limit (i) Seller’s liability under Sections 7, 9, and 13 of these Terms, or (ii) Seller’s liability for fraud, personal injury, or death caused by its negligence or willful misconduct.

18. Advertising: Seller may not advertise or publish in any manner the existence or terms of this Agreement, the relationship between the parties, or materials associated with the Buyer without first obtaining the written consent of Buyer.

19. Force Majeure: Each party shall be excused from liability for the failure or delay in performance of any obligation under the Order to the extent the failure or delay is caused by an event or circumstance that is beyond such party’s reasonable control, is not the result of such party’s fault or negligence, and by its nature could not have been foreseen by such party (or, if it could have been foreseen, was unavoidable) (a “Force Majeure Event”), including weather, civil disturbances, acts of civil or military authorities, or acts of God. Seller’s economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall: (i) give Buyer Notice of any Force Majeure Event not later than three (3) calendar days after it occurs; (ii) use all diligent efforts to end the failure or delay of its performance; (iii) ensure that the effects of any Force Majeure Event are minimized: and (iv) resume performance under the Order as soon as possible. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than ten (10) days, then Buyer may terminate the Order immediately by giving Notice to Seller. If there is a shortage or other constraint on Seller’s ability to meet demand for Goods (e.g., facility shutdown, transportation problems, etc.), then Seller shall allocate Seller’s total available supply of Goods among Buyer and Seller’s other customers on a fair and equitable basis.

20. No Assignments: Without Buyer’s prior written consent, Seller may not assign, transfer, delegate, or subcontract any of its rights or obligations under the Order, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law, or any other manner. Any purported assignment of rights in violation of this Section 19 is void.

21. Independent Contractor Relationship: Each party is acting as an independent contractor to the other. Nothing contained in the Order or these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, or any employment or fiduciary relationship between the parties. Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party.

22. No Third-Party Beneficiaries: The Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to, or shall be deemed to, confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

23. Survival: In addition to any other term whose context may so require, the terms contained in Sections 6, 7, 9, 10, 11, 13, 14, 16, 23, 25, and 26 will survive any cancellation of the Order.

24. Severability: If any provision of the Agreement or the documents related thereto is held by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, then: (i) such invalidity, illegality, or unenforceability shall not: (A) affect any other provision thereof or (B) invalidate or render unenforceable such provision in any other jurisdiction; and (ii) such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law.

25. Waiver: No waiver by any party of any portion of the Order, these Terms, or any document related thereto shall be effective unless explicitly set forth in a writing that references these Terms and is signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege

26. Governing Law and Jurisdiction:

    • If both parties are US residents, exclusive jurisdiction and venue for any action, suit, or proceeding concerning the Agreement or other documents related thereto shall be governed, enforced, and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or relating to the Order, these Terms, or the documents related thereto shall be instituted in the United States District Court for the Northern District of Texas, Dallas Division, or the courts of the State of Texas serving the City of Richardson and County of Collin. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Each party waives its rights to a jury trial of any claim or cause of action based upon, or arising out of, the Order, these Terms, or the documents related thereto, or their respective subject matter.

    • If neither party is a Chinese entity and either party is not a U.S. entity, then any controversy or claim arising out of or relating to this Agreement including, but not limited to, its breach, existence, validity, legality, enforceability, interpretation, performance, nullity, termination or expiration, (a “Controversy”) will be settled by binding arbitration; and notwithstanding its place of execution or performance, this Agreement will be governed by and construed under and in accordance with the Laws of the State of New York, USA, irrespective of any laws regarding choice or conflict of laws that direct the application of the laws of another jurisdiction. The place of arbitration will be New York, New York, under the rules prescribed by the International Centre for Dispute Resolution (“ICDR”) in accordance with its ICDR Rules. Unless the parties agree to a single arbitrator, the arbitration will be heard and determined by three arbitrators, who will be appointed pursuant to the ICDR Rules. The arbitration proceedings will be conducted in the English language. The award will be rendered in writing with the reasons detailed. The award may be in the nature of money damages, injunctive relief, or specific performance as decided by the arbitrator. Either party may initiate arbitration by notifying the other in writing. The arbitrator’s ruling and award from such arbitration is final; the parties consent to judgment upon the award; and the award may be entered in any court of competent jurisdiction.

    • If either party is a Chinese entity, the laws of China govern this Agreement, irrespective of any laws regarding choice or conflict of laws that direct the application of the laws of another jurisdiction. The Controversy will be submitted to the China International Economic and Trade Arbitration Commission in Shanghai (“CIETAC”) for final resolution by arbitration in accordance with the rules and procedures of CIETAC. The CIETAC tribunal will consist of three (3) arbitrators. The parties will at all times comply with, and observe all requirements and rulings of, CIETAC made in relation to any Controversy submitted to CIETAC for resolution. Submission of evidential documents may be in copies without the need of notarization unless specifically ordered by the CIETAC tribunal. Any interim decisions or orders by the CIETAC tribunal will be binding, and sanctions may be given on failures of any party in implementing such interim decision or order. Any award or determination by the CIETAC tribunal is final and binding on both parties. The arbitration proceedings will be conducted in the English language. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement or the documents related thereto.

27. Cumulative Remedies: The rights and remedies under the Order and these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law, in equity, or otherwise.

28. Notice: All notices, requests, consents, claims, demands, waivers, and other communications under these Terms (each, a “Notice”) shall be in writing and addressed to the parties at the addresses listed on the Order or to such other address that the receiving party may designate in writing pursuant to the provisions of this Section 28. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only when: (i) the receiving party has received it, and (ii) the party giving the Notice has complied with the requirements of this Section 28.

29. Audit Rights: At its discretion and expense, Buyer or its designated representative may audit, inspect and test during normal business hours: the Goods, relevant records; Seller’s inventory, delivery, quality and production processes, including at the Seller’s premises; Seller’s ability to fulfill its obligations under this Agreement; Seller’s compliance with Applicable Laws; and its actual performance under this Agreement.