1. TERMS TO GOVERN. The terms and conditions set forth in the Quote Letter and these Additional Terms and Conditions of Sale shall constitute the sole terms and conditions of sale. No terms or conditions, other than those stated herein, whether contained in Buyer's purchase order or elsewhere, shall be binding on Seller unless agreed to in writing by Seller.

2. TITLE/RISK OF LOSS. Title and risk of loss shall pass to Buyer at the time the goods are delivered to Buyer or upon pickup by Buyer. Interest at the maximum rate permitted by law will accrue on all invoices unpaid as of the net due date.

3. PAYMENT AND CREDIT TERMS. Failure of the Buyer to pay on the due date for products shipped shall give the Seller the right, but not the obligation, to suspend further shipment, without notice to the Buyer, until all previous shipments are paid, or to terminate this agreement and seek all available remedies from Buyer. All payments by Buyer shall be final 180 days after shipment of the goods and Buyer shall have no right to audit payments or deduct future payments after such date. Notwithstanding anything else herein contained, the Seller reserves the right to modify payment terms or to allow no credit whatsoever to Buyer if, subsequent to the date of an order, the Seller determines that it cannot grant Buyer the credit terms which are specified herein. Buyer understands that this reservation is necessary to allow the Seller's credit department to have adequate time to review Buyer's credit status.

4. WARRANTY AND LIMITATION OF LIABILITY. Seller warrants that it has the right to convey good title to the goods and that the goods will be delivered free of all liens and encumbrances. EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH ABOVE, SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF WHATSOEVER NATURE (INCLUDING, BUT NOT LIMITED TO, LOST BUSINESS, LOST PROFITS, DAMAGE TO GOODWILL OR REPUTATION AND/OR DEGRADATION IN VALUE OF BRANDS, TRADEMARKS, TRADENAMES, SERVICE NAMES OR SERVICE MARKS) WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, FAILURE TO WARN, OR STRICT LIABILITY) OR OTHERWISE.

5. EXCLUSIVE REMEDY. If upon delivery to Buyer the goods appear not to meet the above warranty, Buyer shall immediately notify the Seller who shall have a right to inspect them. Buyer shall not return, repair or dispose of any goods that fail to meet the above warranty without Seller's written consent. In the event Seller breaches the above warranty, Buyer's sole and exclusive remedy and Seller's sole and exclusive liability shall be limited to, at Seller's option, replacement of non-conforming goods with conforming goods or return of the purchase price.

6. FORCE MAJEURE. Seller shall be excused for failure to deliver or delay occasioned by conditions beyond Seller’s reasonable control, including, but not limited to, Acts of God, fire flood, windstorm, acts of governmental authorities, strikes shortage of raw materials, breakdown, shortage or non-availability of transportation facilities or equipment or any similar event not within Seller’s control. In the event Seller is unable to supply the total requirements of its customers, Seller may allocate its available supply among its customers in a manner deemed by Seller to be fair and equitable. If Seller declares force majeure hereunder, Seller may cancel any unperformed portion hereof upon ten (10) days written notice to Buyer.

7. INCREASES. Any advance in applicable freight rates or taxes taking effect before the fulfillment of this Contract shall be for Buyer’s account. All demurrage or detention charges shall be for Buyer’s account. Seller reserves the right to add energy and/or transportation related surcharges for Buyer’s account.

8. DELIVERY. Unless otherwise provided for herein, if this Contract provides for deliveries over a period exceeding one month, Seller shall not be obligated to deliver in any thirty day period more than approximately equal monthly quantities, in relation to the total amount of this Contract.

9. SHIPPING. Buyer shall furnish complete shipping instructions in sufficient time to enable Seller to perform its obligations hereunder. Seller shall not be obligated to make shipment in absence thereof. If more than one delivery is called for, each delivery is to be considered a separate contract for purposes of furnishing complete shipping instructions by Buyer. 10. ROUTING. The destination routing of shipments will be at the Seller’s option.

11. DEFAULT. If Buyer (1) fails to furnish shipping instruction within the time specified, (2) fails to order any shipment hereunder within the time specified hereof, (3) refuses to accept any shipment properly tendered hereunder, (4) fails to tender any payment hereunder when due, or (5) fails to perform in any other respect according to its obligations set out in the terms herein (each of which shall be a material breach of contract), Seller may treat such default as (a) a total breach of the entire Contract, and/or (b) partial breach of Contract, e.g., a breach only as to the individual shipment or installment.

12. TAXES. Buyer shall be liable for any taxes or other exactions levied by Federal, State or local authorities upon the sale, delivery, storage, consumption or transportation of the goods or services, and if any such items are paid or required to be paid by the Seller, the amount shall be added to and become part of the price payable to the Seller for such goods or services.

13. TERMINATION FOR BREACH. If either party breaches any of its obligations under this Contract, the non-breaching party may give thirty (30) day notice of termination, and if the breach has not been cured during the said 30-day period, this Contract shall terminate. In the event Buyer (i) files a voluntary petition in bankruptcy (ii) makes an assignment for the benefit of creditors; (iii) is adjudicated as bankrupt; (iv) becomes insolvent, Seller may terminate this agreement effective immediately. Termination, pursuant to this Section, while being in itself a remedy for breach, shall not preclude any other legal or equitable remedy which is available to the terminating party.

14. EQUAL OPPORUNITY/UNION NOTICE. Seller is an equal opportunity employer and is a United States government contractor. Therefore, this Contract is subject to the rules and regulations imposed upon contractors and subcontractors pursuant to 41 C.F.R. Chapters 60 and 61. Unless this Contract is exempt by regulations issued by the Secretary of Labor, there is incorporated herein by reference the following: 41 C.F.R. 60-1.4; 41 C.F.R. 60-250.4 and 61-250.10 and 41 C.F.R. 60-741.4.

15. ASSIGNMENT. The rights and obligations under this Contract are not assignable by Buyer unless in writing and signed by Seller.