TERMS AND CONDITIONS

1. Sales: All sales are expressly conditional on Buyer's agreement to the standard terms and conditions on the front and back of this form. Any of the terms and provisions of Buyer's order which are inconsistent with or in addition to the terms and conditions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. Buyer's receipt of the goods and/or services which are the subject of this invoice shall constitute acceptance of the terms and conditions hereof by Buyer. The sale and shipment by Seller of the merchandise covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof.

2. Warranties: The goods sold by Seller are products of recognized manufacturers sold under their respective brand or trade names in accordance with their terms and conditions. Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer's warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of Buyer and the sole obligation of Seller. Except as to title. SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Buyer shall indemnify and hold Seller harmless from any and all liability for any special, direct, indirect, incidental, exemplary, or consequential damages to persons or property arising out of or connected with the transactions contemplated hereby or the manufacture, subsequent sale or use of the goods, including but not limited to, loss of profit or revenues, loss or use of the products or any associated equipment, cost of capital, cost of substitute products, facilities, service or replacement power, down time, costs or claims of Buyer's customers for such damages. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer shall indemnify and defend Seller and its suppliers against any such damages.

3. Delivery, Title and Risk of Loss Delivery: dates are approximate and based upon receipt of all necessary information from Buyer. Unless otherwise specified by Seller, delivery will be made and title will pass F.O.B. point of shipment to Buyer and each shipment or delivery shall be considered a separate and independent transaction. Risks of loss or damage pass to Buyer on delivery.

4. Excusable Delays: Seller will notify Buyer promptly of any material delay and will specify the revised delivery as soon as practicable. Seller shall not be liable for delays in delivery or performance, or for failure to manufacture, deliver or perform as a result of acts of God, fire, acts of civil or military authority, governmental priorities, strikes or other disturbances, floods, epidemics, war, riots, delays in transportation or car shortages, or inability on account of causes beyond the reasonable control of Seller to obtain necessary materials, components, services or facilities, or any other cause beyond Seller's reasonable control. In the event of any such delay there will be no termination and the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay.

5. Returns: A 20% restocking charge, after inspection and in the opinion of the Seller, can be made upon all goods returned for credit. Merchandise is not returnable without a RETURN AUTHORIZATION NUMBER (RA#). Requests for permission to return must be made within ten (10) days after receipt of shipment. Seller will assign an authorized number for approved returns which must appear on both the customer's shipping container and the related memo. Only current items in their original cartons, inner boxes, manufacturer labels, instructions, warranty cards, etc. in standard package quantities, are subject to return. All unauthorized returns will be sent back to buyer at his expense. Return shipments must be pre-paid and shipped in original packing, making sure the product is in 100% resellable condition in order to receive credit. Defective goods will be repaired or exchanged as per manufacturer's warranty. Credit will be issued, less any restocking charges to cover handling, inspection, counting, repacking, etc. Items returned after ten (10) days are subject to a higher restocking charge. Buyer's original shipping and handling charges will not be refunded. Used or assembled items will not be accepted for return and will be sent back to Buyer at his expense

6. Payments and Financial Conditions: A service charge of 1 ½% per month, but not to exceed the highest amount lawfully allowed by contract in this state, shall be made on all sums due Seller which have not been paid according to the payment terms on the face hereof, and Buyer agrees to promptly pay said service charge. If Seller commences litigation or employs attorneys to collect payment of any amounts due it from Buyer, Buyer will indemnify and hold Seller harmless from all expenses incurred in connection therewith, including attorneys' fees. Except to the extent otherwise specified by Seller in its quotation, prorata payments shall become due without setoff as shipments are made. If Seller consents to delay shipment after receipt of any specially ordered products, payment shall become due on the date when Seller is prepared to make shipment. In the event of any such delay, products shall be held at Buyer's risk and expense. Any order for products by Buyer, shall constitute representation that Buyer is solvent and has the ability to pay its obligations as they become due. In addition, upon Seller's request, Buyer will furnish a written representation concerning its solvency at anytime prior to shipment. If Buyer's financial condition at any time does not justify continuance of the work to be performed by Seller hereunder on the agreed terms of payment, Seller may require full or partial payment in advance. In the event that Buyer's bankruptcy or insolvency, or in the event any proceeding is brought against Buyer, voluntary or involuntary, under any bankruptcy or insolvency laws, Seller shall be entitled to cancel any order than outstanding at any time during the period allowed for filing claims against the estate, and shall receive reimbursement for its proper cancellation charges. Seller's right under this article are in addition to all rights as they are available to it at law or inequity.

7. Disclosure or Information: Any information, suggestions, or ideas transmitted by Buyer to Seller, or in performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided in writing and signed by a duly authorized representative of Seller.

8. Taxes: In addition to any price specified herein, Buyer shall pay the gross amount of any present or future sales, use, excise, value-added, or similar tax applicable to the price, sale, or delivery of any product or services furnished hereunder or to their use by Seller or Buyer, or Buyer shall furnish Seller with a tax-exemption certificate acceptable to the taxing authorities.

9. Claims Against Seller: In order to give Seller a reasonable opportunity for investigation, any claim by Buyer against Seller based wholly or in part upon or any manner related to this agreement and/or merchandise sold hereunder shall be made in writing and delivered to Seller within thirty (30) days after the date of sale or occurrence, giving rise to the claim, whichever shall be later, otherwise, such claims shall be waived. Each notice of claims shall set forth fully the facts on which the claim is based. Any action based on such claim or otherwise arising hereunder must be commenced and prosecuted within two years after the cause of action has accrued.

10. General: Seller will comply with applicable Federal, State and local laws and regulations as of the date of any quotation, which relate to (i) non-segregated facilities and Equal Employment Opportunity, and (ii) Worker's Compensation. Price, and if necessary, delivery will be equitably adjusted to compensate Seller for the cost of compliance with any other laws and regulations. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods sold under this contract, unless such affirmation, representation or warranty is specifically included within this agreement. No modification or alteration of the foregoing disclaimer of warranty and limitation of remedies provisions shall be valid or enforceable unless set forth in a separate document issued and executed by the Seller. The delegation or assignment by Buyer of any or all of its duties or rights hereunder without Seller's prior written consent shall be void. Any representation, promise, course of dealing or trade usage not contained or referred to herein will not be binding on Seller. No modification, amendment recision, waiver or other change shall be binding on Seller unless assented to in writing by Seller's authorized representative. The validity, performance and all matters relating to the interpretation and effect of this agreement or any amendment hereto shall be governed by the Uniform Commercial Code as in effect in the state in which Seller's place of business is located.

11. Paragraph Headings: Paragraph headings are inserted for convenience only and shall not be deemed to limit or affect the scope of provisions contained therein. To the extent any provision hereof is held invalid, then that provision shall be deemed to be deleted, and the remaining provisions hereof shall remain in full force and effect.