TERMS AND CONDITIONS OF SALE

Sales under these terms and conditions (these “TERMS OF SALE”) are by VULCANFORMS INC. (“SELLER”) to the entity named as the buyer or purchaser (“BUYER”) in theQUOTATION to which these TERMS OF SALE are attached or with which they are associated and are conditional upon BUYER’s agreement with these TERMS OF SALEand only these TERMS OF SALE.

DEFINITIONS:

A. GOODS shall mean the products and goods sold by SELLER to BUYER under these TERMS OF SALE, including any BUYER supplied equipment provided to SELLER for the purpose of performing SERVICES. By way of example, GOODS may include, but are not limited to, additive manufacturing systems, additively manufactured components, other engineered components, manufactured subassemblies, materials and/or products.

B. SERVICES shall mean the services provided by SELLER to BUYER under these TERMS OF SALE. By way of example, SERVICES may include, but are not limited to, component fabrication, component repair, post-processing, heat treatment, machining and material transportation related to BUYER owned material and/or equipment.

C. QUOTATION is a proposal, quotation or other similar written document provided by SELLER detailing the costs to BUYER and conditions for the GOODS and/or SERVICES to be purchased.

D. ORDER or PURCHASE ORDER is a written document provided by BUYER to SELLER requesting GOODS and/or SERVICES to be purchased, manufactured or assembled.

1. GENERAL: All QUOTATIONS are provided in accordance with the TERMS OF SALE. All ORDERS by BUYER are subject to acceptance by SELLER. Acceptance of an ORDER is expressly limited to these TERMS OF SALE and the terms and conditions contained in the QUOTATION. Any additional or different terms and conditions contained in BUYER’s ORDER or other response hereto shall be deemed objected to by SELLER and shall be of no effect nor in any circumstances binding upon SELLER unless expressly agreed otherwise in writing by an officer of SELLER.

2. QUOTATION: Unless previously withdrawn, SELLER’s QUOTATION is open for acceptance for the period stated therein or when no period is stated, for 30 days from the date of SELLER’s QUOTATION. Thereafter prices are subject to change.

3. LONG TERM AGREEMENT: BUYER and SELLER may agree to enter into a definitive supply agreement covering supply of GOODS over an extended period of time (“Long Term Agreement”). Such Long Term Agreement will contain customary terms and conditions regarding delivery processes, inspections, payments, confidentiality, limitations of liability, representations and warranties, indemnification and similar terms. For such Long Term Agreement, BUYER shall provide SELLER with forecasts and a yearly delivery schedule, which shall be incorporated therein. A schedule shall be considered frozen once within lead time of 8 weeks.

4. ORDER OF PRECEDENCE: The Order of Precedence shall be as follows (i) Long Term Agreement, (ii) SELLER’s Terms of Sale, (iii) BUYER’s Purchase Order.

5. SERVICES AND GOODS: All descriptions and illustrations contained in SELLER’s brochures, price lists and advertisements, and all specifications, drawings and particulars of additive manufacturing systems and process contained therein that are submitted with any QUOTATION to BUYER or otherwise communicated to BUYER are intended merely to present a general idea of available SERVICES and/or GOODS and nothing contained in any of them shall form any part of the contract unless included in SELLER’s QUOTATION. SELLER may, at any time and without notice to the BUYER, change the GOODS in any way that does not adversely affect the form, fit or function of the GOODS in any material respect. If BUYER at any time directs changes or causes SELLER to make changes to the products, drawings, or specifications of the GOODS, or otherwise wishes to change the scope of a QUOTATION or these TERMS OF SALE, including such matters as inspection, testing, or quality control, SELLER may terminate the same with respect to the items affected by such changes or reasonably change the time for performance or the price of GOODS to take into account the changes.

6. PRICE: Unless otherwise specified in SELLER’s QUOTATION, the price excludes the cost of delivery of SERVICES and/or GOODS. Price includes such taxes as payroll taxes, unemployment taxes and social security taxes of employees of SELLER. The prices quoted herein do not include any federal, state, or other taxes including duties or other import/export fees levied on the SERVICES or GOODS, or their use or sale. Such taxes, where SELLER is required by law to collect them, whether designated as sales tax, use tax, gross receipts tax, etc., will be billed to BUYER based on the law in effect at the time of delivery unless BUYER furnishes SELLER with a proper tax exemption certificate. BUYER agrees to reimburse SELLER for any such taxes that SELLER or its suppliers are required to pay. BUYER agrees to reimburse SELLER for any additional costs attributed to changes in the specifications, directions, or scope of the SERVICES and/or design of GOODS made at BUYER’s request. SELLER will issue a supplementary QUOTATION to BUYER covering such changes and will not proceed with implementation prior to receiving BUYER’s approval. All prices are defined in U.S. dollars.

7. PAYMENT: Terms of payment shall be as specified in the QUOTATION and, unless otherwise agreed, payment shall be made within 30 days from the date of invoice. No discounts shall be provided for payments earlier than 30 days. Late payments shall accrue interest at the rate of one and one half percent (1.5%) per month, or the highest interest rate allowable by applicable law, whichever is lower. BUYER shall pay all of SELLER’s costs and expenses (including reasonable collection agency and attorney’s fees) to enforce and preserve SELLER’s right to collect all amounts payable by BUYER to SELLER. In addition, in the event that BUYER becomes delinquent in the payment of any sum due to SELLER, SELLER shall have the right to suspend performance under any ORDER until such delinquency is corrected. Partial shipments made under any ORDER shall be treated as a separate transaction and payment thereof shall be made accordingly. In the event of any default by BUYER, SELLER may decline to make further shipments without in any way affecting its rights under such ORDER or any other ORDERS or agreements between SELLER and BUYER. SELLER may revise the amount of credit or terms of payment at any time for any reason. SELLER may invoice separately for each shipment and, in any case, BUYER will pay for each shipment as invoiced without regard for other shipments.

8. PRE-DELIVERY INSPECTION/TESTS: All SERVICES and/or GOODS supplied pursuant to any ORDER will be subject to SELLER’s standard inspection and test procedures prior to shipment together with any additional tests and/or inspection identified in SELLER’s QUOTATION. SELLER’S GOODS will conform to BUYER’s specifications by the then in effect inspection methods and standards. Should BUYER require any additional testing or inspection, or request to be present during SELLER’s standard testing, such attendance and/or any additional testing or inspection required by BUYER will constitute a change to the ORDER and all additional costs will be payable by BUYER.

9. DELIVERY: Delivery will be Ex Works SELLER’s dock, per Incoterms 2000. BUYER is responsible for transportation of all GOODS from the BUYER’s delivery point defined as the shipping dock of SELLER’s facility. Unless otherwise stated in SELLER’s QUOTATION, delivery dates are estimates only and are based, among other things, on the timely receipt of full and final technical information from BUYER. SELLER shall not be liable for any loss, liability, damages (whether direct, indirect or consequential) or other obligations because of any delay or failure to deliver all or any part of any ORDER for any reason, including, without limitation, SELLER’s active or passive negligence or any cause beyond SELLER’s control. SELLER shall be entitled to deliver the GOODS in one or more consignments unless otherwise expressly agreed. Delivery shall be deemed to take place when SELLER or its agent have delivered the GOODS to the point of delivery defined in the QUOTATION. Unless otherwise specified in SELLER’s QUOTATION, BUYER shall be responsible and assumes all risk for unloading the GOODS at the point of delivery. If SELLER does not receive sufficient delivery instructions to enable it to dispatch the GOODS within 14 days of notification to BUYER that the GOODS are ready for dispatch, they shall be deemed to have been delivered for payment purposes. All deliveries are subject to the condition that all the BUYER’s past due invoices have been paid or resolved in full.

10. PASSING OF RISK AND PROPERTY: Risk of loss of or damage to the GOODS and title to the GOODS shall pass to BUYER at the time the GOODS reach the delivery point defined as the shipping dock of SELLER’s facility, unless a different delivery point is specified and agreed to in writing by SELLER. SELLER shall not be liable for any loss of any kind to BUYER arising from any damage to the GOODS occurring after the risk has passed to BUYER however caused, nor shall any liability or obligation of BUYER to SELLER be diminished or extinguished by reason of such loss.

11. SECURITY INTEREST: BUYER hereby grants to SELLER a security interest in the GOODS and any proceeds thereof and accessions thereto as security for BUYER’s obligations (payment and otherwise) to SELLER. SELLER may file any financing statement or similar document and/or take any other action permitted by applicable law to perfect and enforce such security interest and, if local law requires that a financing statement or similar document be signed or otherwise acknowledged by a debtor party, BUYER authorizes SELLER to execute and deliver on BUYER’s behalf any such document.

12. TOOLS AND FIXTURES: Special tools, racks and fixtures required for the performance of ORDER herein designated and built by SELLER shall be and remain the property of SELLER whether or not the BUYER is charged or time and/or material in connection therewith. BUYER is responsible for all tooling cost, development cost and other non-recurring engineering cost.

13. INSPECTION OF GOODS: BUYER shall inspect the GOODS immediately on receipt thereof and shall within five (5) days give written notice to SELLER of any grounds on which BUYER alleges that the GOODS are damaged, defective or not in accordance with the TERMS OF SALE. If BUYER fails to give such notice, the GOODS shall be conclusively presumed to be in all respects in accordance with contract and free from any defect that would be apparent on reasonable examination of the GOODS. BUYER shall be deemed to have irrevocably accepted the GOODS accordingly. Notwithstanding the foregoing, any use of the GOODS for any purpose after delivery, including further processing, assembly or any other work, shall constitute an irrevocable acceptance of the GOODS by BUYER.

14. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS: SELLER retains for itself all of its intellectual property rights in the GOODS, SERVICES, and any supporting documentation supplied hereunder, including but not limited to, all designs, engineering details, manufacturing operations, post-processing, inspection, and other data or information pertaining to any SERVICES and/or GOODS sold except where such rights are assigned under written agreement by an officer of SELLER. No title to or ownership of any intellectual property or manufacturing procedure or any parts thereof is transferred to BUYER by any delivery of such information to BUYER hereunder. BUYER and SELLER will indemnify, defend, and hold harmless each other against liability for Patent, trademark, or IP infringement or misappropriations arising out of each other’s respective designs, specifications, or manufacturing procedures or processes.

15. REMEDY: If the GOODS do not conform to the stated warranty below, then the SELLER’S sole and exclusive remedy is to repair or replace defective GOODS.

16. LIMITED WARRANTY – LIMITATION OF LIABILITY AND REMEDIES: SELLER WARRANTS TO BUYER THAT ANY GOODS SOLD WILL BE FREE FROM DEFECTS IN MATERIAL OR WORKMANSHIP FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF SHIPMENT OR AFTER TITLE TRANSFER, WHICHEVER IS EARLIER. IF DURING THE WARRANTY PERIOD, BUYER NOTIFIES THE SELLER OF A DEFECT, THE SELLER SHALL, AT ITS OPTION, REPAIR OR REPLACE THE DEFECTIVE MATERIAL OR WORKMANSHIP. BUYER SHALL BEAR THE COST OF FREIGHT TO AND FROM SELLER’S PLANT. MATERIALS AND GOODS THAT ARE NOT WARRANTED ARE ITEMS THAT ARE SUBJECT TO NORMAL WEAR AND TEAR OR ANY CONSUMABLE OR PERISHABLE ITEMS SHALL NOT BE WARRANTED. IF ANY INSPECTION OR TEST IS PERFORMED WITHOUT THE SELLER’S KNOWLEDGE OR APPROVAL, THEN THIS WARRANTY IS VOID, AND SELLER IS RELEASED FROM ALL LIABILITY AND RESPONSIBILITY UNDER THESE TERMS OF SALE. IF MATERIALS HAVE BEEN ADDED TO THE GOODS OR IF ANY PART HAS BEEN MODIFIED BY BUYER WITHOUT THE CONSENT OR KNOWLEDGE OF THE SELLER OR IF THE EQUIPMENT’S DESIGNED PURPOSE IS CHANGED DURING THE WARRANTY PERIOD, OR IF THE EQUIPMENT OR GOODS HAVE BEEN MISUSED OR NEGLIGENTLY OPERATED OR MAINTAINED BY BUYER OR IF GOODS HAVE BEEN DAMAGED BY A PROCESS THAT WOULD CAUSE AN ADVERSE METALLURGICAL REACTION, THEN THIS WARRANTY IS VOID, AND SELLER IS RELEASED FROM ALL LIABILITY AND RESPONSIBILITY UNDER THESE TERMS OF SALE. EXCEPT FOR THE LIMITED WARRANTY STATED ABOVE, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND SELLER DOES NOT WARRANT TO ADEQUACY OF DESIGN, APPLICATION, OR INSPECTION PROTOCOL AND DISCLAIMS ALL WARRANTIES FOR TRADE OR SAMPLES PREVIOUSLY SUPPLIED. THE GOODS ARE NOT DESIGNED, INTENDED, AUTHORIZED, OR WARRANTED TO BE SUITABLE FOR USE OR RESALE AS CONTROL EQUIPMENT IN, OR FOR OTHER APPLICATIONS RELATED TO, HAZARDOUS OR CRITICAL ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, WEAPONS SYSTEMS, OR OTHER APPLICATION IN WHICH THE FAILURE OF A GOOD COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. BUYER WILL NOT USE OR PERMIT TO BE USED THE GOODS FOR SUCH FAIL-SAFE OR CRITICAL APPLICATIONS, AND FURTHER AGREES TO INDEMNIFY SELLER AND ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS AGAINST ALL ACTIONS, SUITS, PROCEEDINGS, COSTS, EXPENSES, DAMAGES, AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF ANY BREACH OF BUYER’S OBLIGATIONS IN THIS SECTION. THE STATED WARRANTY AND REMEDY PROVIDED ARE IN LIEU OF OTHER POSSIBLE LIABILITY AND DAMAGES AGAINST SELLER, AND IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE BREACH OF THIS WARRANTY OR ANY OTHER PROVISION OF THESE TERMS OF SALE AND CONDITIONS, THE QUOTATION, THE PURCHASE ORDER AND/OR ANY AGREEMENT BETWEEN BUYER AND SELLER OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THE GOODS, SERVICES OR THEIR SALE, DELIVERY, DISTRIBUTION, INSTALLATION, MAINTENANCE, OPERATION, SERVICE, PERFORMANCE OR USE, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOST REVENUES, LOST PROFITS, DELAY IN PRODUCTION, DAMAGE TO ASSOCIATED EQUIPMENT OR TO FACILITIES, LOST DATA, COSTS OF SUBSTITUTED GOODS, EQUIPMENT FACILITIES OR SERVICES, AND ANY SIMILAR OR DISSIMILAR LOSSES, COSTS OR DAMAGES WHETHER BASED ON WARRANTY, CONTRACT, STRICT LIABILITY OR NEGLIGENCE. IN NO EVENT SHALL THE SELLER BE RESPONSIBLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY ON CONSEQUENTIAL DAMAGES OF ANY KIND SUSTAINED FROM ANY CAUSE OR ARISING OUT OF ANY LEGAL THEORY. IN NO EVENT SHALL THE LIABILITY OF SELLER EXCEED THE ACTUAL COST OF CORRECTING DEFECTS OF THE SELLERS GOODS AS HEREIN PROVIDED. SELLER’S LIABILITY TO BUYER SHALL CEASE ONCE ANY MODIFICATIONS, ASSEMBLY OR ANY OTHER WORK HAS BEEN UNDERTAKEN BY BUYER OR ANY THIRD PARTY WITH RESPECT TO THE GOODS AND EQUIPEMNT SOLD. THE SALE OF SERVICES AND/OR GOODS IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED HEREIN. ANY DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY OF BUYER’S FORMS ARE HEREBY DEEMED TO BE A MATERIAL ALTERATION AND NOTICE OF OBJECTION TO THEM IS HEREBY GIVEN. IT IS EXPRESSLY AGREED AND UNDERSTOOD BY BUYER THAT UNDER NO CIRCUMSTANCES WILL SELLER BE RESPONSIBLE FOR MATERIAL DAMAGED IN ANY EQUIPMENT AND SELLER IS NOT RESPONSIBLE FOR REPLACING ANY MATERIALS PROCESSED IN ANY SUCH EQUIPMENT, OR OTHER GOODS SUPPLIED BY SELLER. BUYER AGREES TO ACCEPT THE LIMITS OF LIABILITY AS EXPRESSED IN THIS STATEMENT TO THE EXCLUSION OF ANY AND ALL PROVISIONS REGARDING STATEMENTS OF LIABILITY ON BUYER’S OWN INVOICES, PURCHASE ORDERS AND/OR OTHER DOCUMENTS. IF BUYER DESIRES OTHER TERMS OF LIABILITY TO BE IN FORCE AND EFFECT, THE OTHER TERMS OF LIABILITY MUST BE AGREED TO IN WRITING AND SIGNED BY AN OFFICER OF SELLER. IN SUCH EVENT, A DIFFERENT CHARGE FOR SELLER’S GOODS OR SERVICES, REFLECTING THE HIGHER RISK TO SELLER, SHALL BE AGREED TO BY BUYER AND SELLER.

17. EXCUSABLE DELAYS: SELLER shall not be liable for delays or failure to perform due, directly or indirectly, to (a) causes beyond SELLER’S reasonable control, and (b) acts (including failure to act) of any governmental authority, wars, (declared or undeclared), electrical outages, strikes or other labor disputes, fires, and natural calamities (such as floods, earthquakes, storms, and epidemics).

18. INDEMNITY: To the fullest extent permitted by law, BUYER shall indemnify and hold harmless SELLER from and against any and all claims, losses, damages, costs, expenses, suits, debts, actions, proceedings, causes of action, reasonable legal fees and liability of any kind that SELLER may incur, suffer, sustain, or be required to pay by reason of: (a) the injury to and/or the death of any person or the damage to any property whatsoever caused or alleged to have been caused in whole or in part by any act or omission of BUYER or any other responsible party; (b) the failure of BUYER to perform, or to properly perform, its obligations under these TERMS OF SALE, QUOTATION or PURCHASE ORDER; or (c) claims by employees of BUYER, including claims for workers’ compensation. BUYER agrees to waive any immunity under workers’ compensation statutes and to indemnify SELLER for claims caused or alleged to have been caused solely or in part by the negligence of SELLER. If any action, suit or proceeding is instituted or any claim is asserted against SELLER that is covered by the indemnification provision, SELLER may give written notice thereof to BUYER and upon receipt of such notice, BUYER shall defend, using counsel acceptable to SELLER, against any such action, suit, proceeding or claim paying all costs of defense, including attorney’s fees.

19. INSURANCE: BUYER shall procure and submit to SELLER evidence of Comprehensive General Liability insurance coverage with limits of liability no less than Five Million Dollars ($5,000,000.00). BUYER’s insurance coverage shall be primary with respect to SELLER. Any insurance or self-insurance maintained by SELLER shall be in excess of BUYER’s insurance.

20. USE OF GOODS: BUYER shall use, and require its employees, contractors, and agents to use, all available safety precautions, in addition to any specifically set forth in any manuals, material safety data sheets, technical data sheets, instruction sheets, if any, furnished by SELLER (or available from raw material suppliers) relating to the GOODS. If BUYER does not receive any required material safety data sheets for any product from SELLER, BUYER will request them from SELLER. If BUYER fails to strictly observe each and every one of the obligations set forth in this Section or if BUYER’s use of any of SELLER’s GOODS is in violation of any standard or rule of the American National Standards Institute or Occupational Health and Safety Act, or other applicable workplace law, regulation, or standard, BUYER will indemnify, defend, and hold harmless SELLER and its employees, officers, directors, agents, affiliates, successors and assigns from and against any and all claims, demands, damages, actions, and causes of action, as well as any and all liability, loss, or expense of any kind, including reasonable attorneys’ fees arising from any such failure by BUYER.

21. COMPLIANCE WITH U.S LAWS: BUYER shall comply with all applicable United States statutes and government rules, regulations and orders including those pertaining to United States export laws and regulations.

22. U.S EXPORT LAWS AND RESTRICTIONS: BUYER will not transfer or re-export purchased product in its original form or as incorporated into other products without obtaining required United States authorization and certifies that purchased product will not be used in or sold/transferred for use in nuclear, chemical/biological, missile technology products, or military intelligence end use, nor will they be sold to, nor for end-use by, any U.S. sanctioned country, company or military intelligence end user.

23. SALE AND SHIPMENT TO FOREIGN DESTINATION – UNITED STATES EXPORT LICENSE (SELLER OBLIGATION): SELLER will at BUYER’s request apply for and use its best efforts to obtain any required United States Government license to permit export from the United States of product being purchased by the BUYER. Nothing herein contained shall be construed as imposing an obligation on SELLER to obtain required United States export licensing authority related to the product being purchased by the BUYER from the SELLER.

24. SALE AND SHIPMENT TO U.S DESTINATION – U.S EXPORT LICENSE (BUYER OBLIGATION): BUYER shall obtain all required U.S. authorizations including export licenses to permit the U.S. export of product being purchased by BUYER from SELLER.

25. NOTICE OF DISPUTE: If, at any time, any dispute or question shall arise out of the contract or as to the rights or liabilities of the parties thereunder or in connection therewith or as to the construction or interpretation thereof either party shall give notice in writing to the other of the intent to file suit pursuant to the provisions herein regarding the proper applicable law, jurisdiction and venue.

26. TERMINATION FOR DEFAULT: If BUYER commits a material breach of its obligations under this Agreement and fails to cure that breach within sixty (60) days after receiving written notice of the breach, the SELLER may terminate this Agreement immediately upon written notice to the party in breach. If the alleged breach involves nonpayment of any amounts due to the SELLER under this Agreement, BUYER has only one opportunity to cure a material breach for which it receives notice as described above. Any subsequent material breach by Company will entitle SELLER to terminate this Agreement immediately upon written notice to BUYER, without the sixty-day cure period.

27. SET-OFF: Neither party shall have any rights to a set-off hereunder except agreed to in writing.

28. FORCE MAJEURE: SELLER will not be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes (which events and/or circumstances are hereinafter referred to as “Force Majeure”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

29. UNIVERSAL COMMERCIAL CODE: Universal Commercial Code (UCC) is the default for any issue not explicitly stated.

30. PROPER LAW: These TERMS OF SALE, all QUOTATIONS, ORDERS and/or PURCHASE ORDERS are subject to the laws of the Commonwealth of Massachusetts and the laws of the State of Massachusetts apply in any lawsuit or arbitration unless otherwise agreed to in writing by SELLER. If any provision of these TERMS OF SALE is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

31. VENUE: Any and all disputes arising between the parties shall be resolved in the Middlesex County, Massachusetts whether by arbitration or other legal proceedings.

32. ASSIGNMENT: BUYER shall not assign any benefit under the contract without the consent in writing of SELLER which will not be unreasonably withheld.

33. CLAUSE HEADINGS: The clause headings used in these TERMS OF SALE are exclusively for reference purposes and in the interpretation of the subject clause the applicable clause title shall not act to limit, alter or otherwise affect the content of the clause.