PURCHASE ORDER TERMS AND CONDITIONS

1. ACKNOWLEDGMENT - Acceptance of this order, expressly or by shipment or goods or commencement of work hereunder, shall constitute acceptance of these terms and conditions. It is a condition of this order that any provisions printed or otherwise contained in any acknowledgment hereof inconsistent with or in addition to these terms and conditions, or any alteration in this purchase order shall have no force or effect. This contract contains the entire agreement between the parties and failure of either party to enforce any of its rights hereunder shall not constitute a waiver of such rights or any other rights hereunder. Reference in this order to Sellers quotation does not imply acceptance of any terms and conditions thereof.

2. WARRANTY - Seller expressly warrants that all materials and goods covered by this order: (a) shall be of good quality and workmanship and free from defects, latent or patent; (b) shall conform to the drawings, specifications, descriptions and samples furnished or specified by Buyer; (c) shall be merchantable and fit and safe for consumer use; and (d) if it is a product of the Seller or produced in accordance with Seller’s specifications shall be suitable and sufficient for its intended purpose and use. Without Buyer’s written assent, no material may be substituted in lieu of those specified.

3. NON-ASSIGNMENT - The Seller shall not assign this order or any interest therein without the prior written consent of the Buyer.

4. CHANGES - The Buyer shall have the right by written order to make changes from time to time in the work to be performed by Seller hereunder. If such changes materially affect delivery or the amount to be paid by Buyer, Seller shall notify Buyer immediately and such change shall be made only if authorized by a written “change order” issued by Buyer. No additional charge will be allowed without the written consent of the Buyer.

5. INSPECTION - All material and workmanship entering into the performance of this order may be inspected and tested at all times and places by Buyer or Buyers customer. The exercise of the right of inspection and test shall in no way relieve Seller of its obligation to furnish all articles and materials in conformity with the written requirements of this order. If said articles or materials are found to be defective in material or workmanship, or otherwise not in conformity with the requirements of this order, the Buyer, in addition to any other remedy shall have the right to reflect the same or require that such articles or materials be corrected or replaced promptly with satisfactory materials or workmanship at Sellers expense.

6. PRICES - Price must not be higher than that indicated on the reverse hereof without the written consent of the Buyer.

7. PACKAGING AND CARTAGE - The Seller will not charge for packing, boxing, drayage or storage unless authorized in writing by Buyer. All shipments will comply with the requirements of common carriers to utilize the lowest transportation charges. Seller must mark each package with Buyer’s name, address, Seller’s name, order number and part number. Itemized packing list must accompany each shipment. Invoices and packing slips must reflect order and part numbers. Invoice must reflect packing slip number.

8. DELIVERY - IMPORTANT! Buyer may penalize Seller $500.00 for each 24 hour period that a shipment is late, or early, beyond the agreed upon date. Overages will be returned to the Seller.

9. PROPRIETARY RIGHTS - Seller understands and agrees that the benefits of Buyers design and manufacturing information shall not be extended beyond the scope and subject matter of this order, it being agreed that such design and information are confidential.

10. BUYERS PROPERTY - All dies, special fixtures, jigs, patterns, plates molds or other tools and all specifications, drawings, samples and other items of a descriptive nature furnished or paid for, either directly or indirectly by Buyer, are to be confidential, are to be Buyers property, to be marked accordingly, are to be used only in performance or orders for Buyer, are to be delivered to Buyer with all copies upon demand, are to be kept and maintained in first class operative condition and repaired or replaced as may be necessary by Seller in whose possession they are at Seller’s expense and are to be disposed of only on written instructions from the Buyer. The Seller also agrees, at its own expense, to insure to their full insurance value against theft, loss or damage by fire or other casualty, all of the above in Seller’s custody and belonging to Buyer, or in which Buyer has equity. Seller shall, on request, deliver to Buyer a certificate of insurance. Seller acknowledges responsibility for the full value of such items in event of loss or damage for any reason whatsoever which value is not to be considered as being controlled by the preceding language concerning full insurance value.

11. LABOR DISPUTES - If Seller shall become involved in any labor dispute, including but not limited to strikes, lockouts and the like, and Seller is unable to make delivery of the material specified herein for fifteen business days, the Buyer reserves the right to cancel this order.

12. CANCELLATION - Buyer reserves the right to cancel this order in event materials or work fail to conform to Seller’s warranty (see 2, above), in event Seller fails to make deliveries as specified or Seller breaches any other terms or conditions of this order. Buyer may cancel this order if Seller ceases to conduct its operations in the normal course of business (including inability to meet its obligations as they mature) or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller.

13. LIENS - Seller shall deliver products that are free and clear of all claims, liens and encumbrances.

14. SET-OFF - Buyer shall have the right at all times to set-off any amount owing at any time from Seller to Buyer or any of its affiliated companies against any amount payable at any time by Buyer.

15. INDEMNIFICATION - Seller shall indemnify and hold harmless Buyer, its successors, assigns, agents, employees, customers and users of the articles specified on this order from all loss or the payment of all sums of money by reason of all accidents, injuries, or damages to persons or property that may happen or occur in connection therewith.

16. APPLICABLE LAW - The rights and duties of the parties hereto shall be construed as a contract made to be performed in the State wherein Buyer has its principal place of business and Seller and Buyer agree and consent to venue in the county for delivery of order.

17. COMPLIANCE WITH LAWS - Seller agrees to comply with all applicable foreign, federal, state, municipal, and local laws, executive orders, ordinances, rules and regulations as currently amended. All material shall satisfy current governmental and safety constraints or restricted, toxic and hazardous materials, as well as environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale.

18. INVOICES - Separate invoices must be rendered for each shipment indicating purchase order and part number, invoice on final shipment must be marked “complete”.

19. TAXES - Seller agrees that all excise, sales, use, occupational and other taxes applicable to the sale or purchase of materials or articles, or to Seller’s work or Seller’s receipts for the performance of the work covered by the other shall be remitted by Seller, and Seller shall indemnify and save Buyer harmless from and against all liability for such taxes.