1. SOLE AGREEMENT AND ACCEPTANCE: Except as provided in paragraph  14, the terms and conditions set forth herein contain the sole entire and exclusive  agreement between the Seller and the Buyer in this transaction and supersede all  prior discussions, proposals, negotiations, representations, and agreements; except  as expressly provided herein additional or conflicting terms, whether or not material,  shall not, in any manner, by implication, by waiver or otherwise govern the  relationship between Seller and Buyer. Seller objects to and shall not be bound to any  past or future terms or conditions not set forth herein, including any additional terms  shown on Buyer’s purchase order or acknowledgement or shipping documents, which  order, acknowledgement or shipping document shall be accepted for billing purposes  only, and any inconsistencies therein with the provisions hereof shall be null and void.  Shipment pursuant to Buyer’s order containing different or additional terms does not  constitute acceptance of such terms and Seller’s shipment pursuant to such order is  expressly made conditional on Buyer’s assent to the additional and different terms  contained herein. ANY WAIVER, MODIFICATION, OR AMENDMENT OF THESE  TERMS AND CONDITIONS SHALL ONLY BE EFFECTIVE AS AGAINST EITHER  PARTY IF SUCH WAIVER, MODIFICATION, OR AMENDMENT IS CONTAINED IN  A WRITTEN INSTRUMENT DULY EXECUTED BY OR ON BEHALF OF BOTH  PARTIES. All orders are subject to acceptance by Seller. 

2. PRICE AND PAYMENT: The price(s) herein specified may be revised for any  thirty (30) day period by written notice from Seller dispatched not less than fifteen (15)  days prior to the date on which any such period commences. In the absence of such  written notice from Seller to Buyer, the price then in effect shall continue in effect until  such notice is given. If no price is specified on the face hereof, all orders shall be  priced in accordance with Seller’s price quotation in effect on the date of shipment.  Payment for all shipments hereunder shall be made by Buyer against Seller’s invoice  within thirty (30) days from the date of the invoice, term’s net cash, unless  otherwise indicated on the face hereof. Past due invoices shall be subject to a finance  charge of 1.5% per month or the maximum rate allowed by law, whichever is less. If  at any time, in Seller’s opinion, the financial responsibility of Buyer becomes impaired  or unsatisfactory to Seller or inadequate to meet the obligations hereunder the terms  of payment may, at Seller’s option, be revised or withdrawn, and Seller may require  cash or other satisfactory security before making further shipments to Buyer. 

3. TAXES: Any tax, excise, inspection fee, duty, or other governmental charge  upon the sale and/or shipment of the material(s) herein specified now imposed by  federal, state or local authorities, in the U.S. or outside the U.S., or hereafter  becoming effective within the life of this Agreement, shall be paid by Buyer or  Receiving Party whether billed directly by Seller or billed by the taxing authority. 

4. DELIVERY: Shipment dates are based upon Seller’s best judgement, are  subject to production limitations and factory schedules, and hence are not  guaranteed. All sales are F.O.B. Seller’s shipping point. Unless Seller specifically  agrees otherwise, Buyer will pay the freight or other delivery charges and all other  charges levied or imposed on the material after the loading is completed. If the Seller  prepays such charges on Buyer’s request or for Buyer, Buyer will reimburse Seller.  Seller’s weights or measurements taken at the shipping point shall control unless  proven to be in error. 

5. TITLE AND RISK OF LOSS: Title and risk of loss of the goods shall pass to  the Buyer upon loading of the goods into transportation equipment at the shipping  point. 

6. FORCE MAJEURE: In case performance of any terms or provisions hereof  shall be delayed or prevented because of compliance with any law decree request or  order of any governmental agency or authority, either local, state or federal, or  because of riots, war, public disturbances, strikes, lockouts, differences with  workmen, fires, floods, acts of God, accidents of navigation, breakdown or failure of  transportation or transportation facilities, failure of or interference with the  manufacture, receiving, handling, or consumption of the material covered hereby,  inability to obtain raw materials, fuel, power, labor, containers or transportation  facilities, or commercial impracticability, or for any other reason (whether or not of the  same class or kind as herein set forth) which is not within the control of the party  whose performance is interfered with and which by the exercise of reasonable  diligence said party is unable to prevent the party so suffering may at its option  suspend deliveries or receipts during the period such cause continues and no liability  shall attach against either party on account thereof. The provisions of this paragraph  shall not be available to any party which fails to use reasonable diligence to remedy  the situation and remove the cause in an adequate manner and with all reasonable  dispatch. The requirement that any force majeure be remedied with all reasonable  dispatch shall not require settlement of strikes or labor controversies by acceding to the demands of the opposing party or parties. 

7. WARRANTY AND LIABILITY: The Seller warrants that the goods furnished  shall meet Seller’s standard shipping specifications. Any technical advice by Seller in  reference to the use of its products is given gratis and without any warranty  whatsoever as to advice given or results obtained. SELLER MAKES NO  REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT  NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR ANY  PARTICULAR PURPOSE WITH RESPECT TO SAID GOODS EXCEPT AS  SPECIFICALLY SET FORTH HEREIN. Buyer assumes all risk, liability, and damage  resulting from the use of the goods, whether used singularly or in combination with  other goods, of technical advice furnished, or of specification changes. If any model or  sample was shown to Buyer, such model or sample was used merely to illustrate the  

general type and quality of the goods and not to represent that the goods would  necessarily be of that type and nature. 

8. REMEDIES OF BUYER: The Seller’s liability and Buyer’s exclusive remedy is  expressly limited at Seller’s option to either the repair of defective goods or the  replacement thereof with conforming goods at the F.O.B. shipping point or the  repayment of the net unit billing price. Failure by Buyer to give written notice to Seller  of claim within ninety (90) days from the date of invoice, shall constitute a waiver by  Buyer of all claims of any kind. As a condition of repayment for defective goods,  Buyer must, after obtaining authority from Seller, return such goods to Seller for  inspection, repair and/or replacement (see paragraph 16). Seller shall not be liable for  goods, which have been altered or defaced. In-transit breakage, damage, or loss  claims must be filed directly with carrier. 

9. LIMITATION OF LIABILITY: The remedies of Buyer set forth herein are  exclusive. The total liability of Seller, with respect to the goods furnished hereunder or  with respect to the manufacture, sale, delivery, repair, or technical direction covered  by or furnished pursuant to these terms and conditions, whether such liability of Seller  is based on contract, warranty, negligence, strict liability, indemnity, or otherwise,  shall not exceed the purchase price of the goods in respect of which claim is made.  Seller shall in no event be liable to the Buyer, any successors in interest or assignee  of Buyer, any customers of Buyer or any beneficiary or assignee of Buyer for any  consequential, incidental, indirect, special, or punitive damages arising out of any  defect in or failure of or malfunction of the goods sold hereunder, whether such  damages are based upon lost goodwill, lost profits or revenue, interest, work  stoppage, impairment of other goods loss by reason of shutdown or non-operation,  increased expenses of operation, loss of use of related goods or operations and/or  cost of purchase of replacement goods, whether or not such loss or damage is based  on contract, warranty, negligence, indemnity, strict liability or otherwise. 

10. PATENT INFRINGEMENT: Seller reserves the right to discontinue deliveries of  any material, the manufacture, sale or use of which in its opinion might involve patent  infringement. 

11. PATENT LICENSE: The contract of sale formed by these terms and  conditions in no way provides Buyer with any license express or implied to practice  any patented inventions or discoveries owned by Seller except any patented invention  or discovery that is embodied by the form and/or composition of the product(s) as sold  by Seller to Buyer. 

12. CANCELLATION: Seller may cancel the Agreement formed by these terms  and conditions at any time in the event that Buyer shall fail to perform or observe any  term or condition hereof by giving Buyer ten (10) days written notice of cancellation.  Cancellation hereunder shall not prevent Seller from pursuing any other remedy  available to Seller by law or from seeking all such damages to which Seller may be  entitled. 

13. ASSIGNMENT: This Agreement shall extend to and be binding upon the  parties hereto their successors and assigns provided however that Buyer shall not  assign its rights nor delegate its duties under this Agreement without the written  consent of the Seller. 

14. APPLICABLE STATE LAW: THE CONSTRUCTION OF THIS AGREEMENT  and the rights and obligations of the parties hereunder SHALL BE GOVERNED BY  THE LAWS OF THE STATE OF TEXAS, excluding any choice of law rules which may  direct the application of the laws of any other jurisdiction. All orders and the rights and  obligations of the Seller and Buyer arising from these Conditions of Sale shall not be  governed by the provisions of the United Nations Convention on Contracts for the  International Sales of Goods application of which is hereby excluded pursuant to  Article 6 thereof. 

15. CONFIDENTIALITY: Nothing stated herein shall be construed to relieve Buyer  from any obligation of confidentiality owed to Seller or its affiliates with respect to any  materials or information furnished to Buyer subject to such obligation. 

16. RETURNS: In ALL cases, a return authorization number (RA#) is required and  must be clearly marked on the exterior of the shipping package or the package will  not be accepted. All returns must be received within 30 days of issuance of an RA#  and must be in original packaging. Seller will accept returns only under the following  conditions: 

Potential Defects: Product may be returned under the terms described in  paragraph 8. 

Products shipped in error: Buyer must notify Seller within thirty (30) days of  the date of the invoice. Full credit will be issued for the merchandise and  shipping, less any refurbishing costs. 

Other returns: Any product can be returned for any reason (except non-stock,  special or discontinued items), if Seller is notified within thirty (30) days of the  date of the invoice. Return shipments will not be accepted if Seller does not  receive notification within 30 days of the invoice or if goods are not received  within 30 days of notification. Credit will be given for the merchandise returned  after assessing any differences in price due to volume discounts given at the  time of purchase and after assessing a 25% restocking fee. No credit will be  given for inbound or outbound shipping and handling. No credit will be given for  partial containers of product (boxes, if purchased in box quantity, cases, if  purchased in case quantity).