Reseller Terms Agreement

Purchase Orders

Dealer/Purchaser shall purchase products herein by issuing a purchase order or similar document (“Purchase Order”) to GPNVG indicating the quantity and type of product(s) ordered, together with a requested ship date.

Payment Terms

Unless otherwise agreed to by the Parties, all sales by GPNVG and Dealer/Purchaser shall have payment terms of net thirty (30) days from invoice date. All payments hereunder shall be made in U.S. Dollars and without deduction, set-off or allowance. Disputed payments or acceptance by GPNVG of payment in an amount less than the amount due under this agreement shall not operate to waive or preclude the right to recover any balance due, notwithstanding any legitimate deductions, set-offs or allowances made by Dealer/Purchaser in association with no payment or a partial payment. Dealer/Purchaser will pay all taxes arising from the sale of the Products. Failure by the Dealer/Purchaser to comply with any of its payment obligations set forth herein on their due date shall be a breach of a material provision of this Agreement. In the event of a failure to make payment when due, GPNVG reserves the right to (i) terminate this Agreement, and (ii) request the full payment of the debt plus default interest on the full unpaid amount, at an annual interest rate of 12% per annum until payment is made. Any amounts not paid when due will bear interest at the lesser of (a) 12% per annum, or (b) the maximum rate allowed by applicable law. GPNVG may pursue collection activities for any amounts not paid when due, and, if GPNVG prevails with respect to such collection activities, Dealer/Purchaser will pay all cost of such collection activities including, without limitation, attorney’s fees and costs.

Assignment

Any assignment or transfer of this agreement, or any rights hereunder, either voluntarily or by operation of law, by Dealer/Purchaser shall be void without the joint, prior written consent of GPNVG. Any assignment or transfer, however, shall not affect the Dealer’s/Purchaser’s obligations hereunder and Dealer/Purchaser shall remain liable to GPNVG.

Compliance with Laws

Dealer/Purchaser agrees to comply with all applicable international, federal, state, local or other laws, statutes, treaties, quotas, ordinances and regulations as they affect its respective obligations hereunder including but not limited to laws relating to consumer protection, intellectual property; privacy; product liability; safety; security; tariffs and quotas; Code of Federal Regulations, Title 22, Parts 120-130, commonly referred to as International Traffic in Arms Regulations, (ITAR), and other regulations issued by the United States Department of State, under the authority of Sec 38 of the Arms Export Act (22 US C 2778) and govern the export of articles, services and technical data identified on the U.S. Munitions List. All night vision equipment, systems, components, goggles and weapon sights of Generation 2, 2+ and 3 including illuminators, and aimers, are currently identified as U.S. Munitions items.

Dispute Resolution, Governing Law, and Venue

(a) Choice of Law. This agreement, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of Missouri.

(b) Mediation. If the Parties are unable to resolve such claim or dispute via good faith negotiations, the Parties agree, prior to commencement of any legal action or suit, to submit to at least one day of non-binding mediation in CASS County, Missouri, with a mediator chosen jointly by the Parties and with costs to be divided equally between the Parties.

(c) Litigation and Venue. Any legal action, suit, or proceeding with respect to this agreement shall be brought exclusively in state court in CASS County, Missouri and each Party consents to the jurisdiction of said court for all matters that arise under this agreement. Each Party waives the right to formal service of process and agrees to accept service of process via hand delivery or by U.S. Mail, postage prepaid, certified or registered, return receipt requested, or by such other method as is authorized by applicable law.

Entire Agreement

This agreement, together with Purchase Order and Reseller Terms Agreement, comprises the entire agreement between the Parties with respect to the subject matter of said agreement and supersedes any prior agreement, understanding or representation of any kind, whether oral or written, preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and any such modifications must be signed by both Parties.

Equitable Relief

It is agreed and acknowledged by the Parties that the terms, conditions, obligations, and restrictions in this Agreement are reasonable and designed to protect the legitimate business interests of each Party and are not vague, overbroad, or indefinite. The Parties, therefore, agree that if any term, condition, obligation or restriction is breached and that the damages to the aggrieved Party are difficult or impossible to ascertain, the aggrieved Party shall, in addition to any other remedies which said Party may have under law for breach, be entitled to injunctive or other equitable relief.

Execution – Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Signatures delivered via facsimile or electronic mail shall be as binding as original signatures.

Force Majeure

GPNVG shall not be liable under this agreement for delays or failure in manufacturing, supplying or shipping Products, when such delays or failures are caused by war, strikes, riots, fire, flood, explosion, sabotage, accident, transportation interruptions, action of any governmental authority, exhaustion, reduction or unavailability of products at the source of supply from which deliveries are normally made hereunder, or exhaustion or unavailability or delay in delivery of any material or product necessary in the manufacture of the Product deliverable hereunder, or any other cause beyond the reasonable control of GPNVG (“Force Majeure Condition”).

Allocation of Product

In case of partial or total interruption or loss or shortage of transportation facilities or supplies, or shortage of raw materials, or Products deliverable hereunder, GPNVG may allocate the available Products to Dealer/Purchaser if GPNVG does not have sufficient supplies of Products to meet the full requirements of Dealer/Purchaser, GPNVG or its subsidiaries and affiliated companies, or any of GPNVG’s other customers. GPNVG may allocate its available supply of Product on any basis which is fair and reasonable, including, but not limited to, an allocation based on historical or planned deliveries. GPNVG shall have no obligation to make up any shortage resulting from a fair or reasonable allocation.

No Other Warranty

EXCEPT FOR THE LIMITED WARRANTIES REFERENCED ABOVE, GPNVG GRANTS NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSE, QUALITY, MERCHANTABILITY, OR OTHERWISE.

Product Labeling

Dealer/Purchaser acknowledges and agrees that the Product is not labeled or packaged for resale outside of the United States of America. Dealer/Purchaser agrees to indemnify and hold harmless GPNVG and its related companies from and against all present and future claims, actions, liabilities, losses, damages, costs and expenses arising from the resale of the Product outside the United States of America by Dealer/Purchaser.

Limitation of Liability

IN NO EVENT SHALL GPNVG BE LIABLE TO DEALER/PURCHASER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OPPORTUNITIES.

Enforcement/Attorneys Fees

Should GPNVG institute any lawsuit or other proceeding, or should GPNVG be compelled to engage an attorney, to enforce GPNVG’s right to receive payment of amounts due GPNVG from Dealer/Purchaser hereunder or under any Purchase Order accepted by GPNVG, and should GPNVG prevail in any such suit or proceeding, GPNVG shall be entitled to recover from Dealer/Purchaser all costs and expense incurred by GPNVG in connection therewith, including, but not limited to, court costs, expert witness fees, and reasonable attorney’s fees. In addition, any amounts due GPNVG under the provisions of this Agreement or Purchase Order accepted by GPNVG which are not paid when due shall bear interest at the rate of 12% per annum, compounded monthly, from and after the date the same was due and payable to GPNVG hereunder until paid.