_________ Account Number

_________ Name as it appears on account: _________

[ ] Please bill me at the address above.

Payment is due within _________ (_________) days of the date of Vendor's invoice. Any past due payments will be subject to a monthly interest charge at the rate of one and one-half percent (1.5%) or the maximum rate permitted by law, whichever is less.

5. DELIVERY

Vendor will ship the Goods upon receipt of payment. Risk of loss will pass to Buyer upon shipment.

6. LIMITED WARRANTY; DISCLAIMER

Vendor warrants that for a period of _________ (_________) days from the date of delivery, the Goods will be free from defects in materials and workmanship under normal use. In the event of any material nonconformity, Buyer's exclusive remedy and Vendor's sole responsibility shall be to repair or replace the Goods or reimburse Buyer the purchase price for the nonconforming Goods, at Vendor's option. Any claim based on the foregoing warranty must be submitted in writing to Vendor within _________ (_________) days after delivery. THE FOREGOING WARRANTY IS IN LIEU OF, AND VENDOR EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

Vendor's total liability for all claims arising out of or related to the manufacture, sale, delivery, repair, replacement, or use of any Goods shall not exceed the purchase price of such Goods that give rise to the claim. In no event will Vendor be liable for incidental, special, or consequential damages, even if it has previously been advised of the possibility of such damages.

8. GOVERNMENTAL AUTHORIZATIONS

Buyer will be responsible for timely obtaining all required authorizations necessary for the exportation or importation of the Goods into the country where delivery is to be made and for compliance with all laws and regulations of such country.

9. GENERAL

(a). Assignment. Neither party shall assign or subcontract its obligations under this Agreement, in whole or in part, or any interest therein, without the other party's written consent.

(b). Force Majeure. Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failure(s), earthquakes, or other disasters.

(c). Notices. All notices and demands of any kind or nature which either party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally or by prepaid registered or certified United States mail or by nationally recognized express courier, in either case to the addresses set forth at the beginning of this Agreement. Either party may from time to time, by notice in writing served upon the other party as aforesaid, designate a different mailing address or a different person to which following such service all further notices or demands are thereafter to be addressed.

(d). Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of _________, United States of America. The Uniform Commercial Code as adopted by the State of _________, and not the United Nations Convention on Contracts for the International Sale of Goods, shall apply.

(e). No Waiver. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented.

(f). Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior proposals, negotiations, and agreements. No provisions in either party's purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by both parties to this Agreement.

BUYER HAS READ AND AGREES TO THE TERMS AND CONDITIONS OF THIS ORDER.

[ ] "AGREED"—SUBMIT ORDER

[ ] "NOT AGREED"—DO NOT SUBMIT