Terms of Sale

Quotations: Clerical errors are subject to correction. Orders/contracts are subject to acceptance at
seller's home office.

Quantities: Buyer agrees to accept over/under runs not to exceed 10% of ordered quantity on each line
item. Closer control of quantity requires special arrangements with vendor.

Cancellations: Orders may be cancelled or deliveries deferred only upon condition that the buyer
assumes immediate liability and makes payment for all work completed and in process. Such charges
shall include raw material, unamortized tooling, engineering, handling, overhead, production, and
outside cost; i.e. heat treat and plating. Such charges to be determined at time of cancellation or
deferment.

Delivery/Shipments; Seller shall not be liable for damages for default or delay in production or delivery
for causes beyond his control including an accident to or breakdown of his equipment, labor disputes,
embargoes, acts of God, supplier delays, government restrictions, riot or carrier delays. Bulk packaging is
standard. Buyer shall bear the expense of all other packaging.

Taxes: All sale and/or use taxes and Custom duties imposed by Federal, state, county or municipal
authority upon seller's transfer and delivery of merchandise hereunder shall be paid by the buyer.

Samples: If requested, seller will submit samples for approval when commencing production upon any
order. It is understood his machines are to be run immediately. Any changes in original specifications
will be made only at buyer's direction and expense. Seller will be notified immediately with notice
followed by written confirmation.

Claims: In all claims for shortages, buyer must notify seller within 5 days of receipt of shipment.
Charges for repair or inspection of parts by buyer, without prior authorization, cannot be honored.
Claims will not be honored on those parts further processed by buyer resulting in change of dimensions
or characteristics from parts ordered.

Tools, Dies: Tools, dies, gages, fixtures are an integral part ofthe manufacturing process and included
in engineering charges. As a proprietary item, payment by the buyer, whether separately quoted or not,
conveys neither ownership or the right of removal from the seller's plant.

Patents: The products hereunder are manufactured in accordance with the buyer's specifications and
design. Accordingly, buyer shall defend and save harmless vendor from all damages, claims, actions or
suits based upon actual or alleged infringement of any patent registered in the U.S. or elsewhere.

Warranty: Seller warrants that goods manufactured by him will conform to the drawings and
specifications furnished by buyer. Where products are used and combined with other equipment or
components not furnished by seller, buyer agrees to indemnify seller for all claims and expenses
resulting from the use of incorporation into buyer's products.
No express or implied warranty of merchantability or fitness for use is made except as provided herein.

limited Liability: The seller's liability shall be limited to the amount of the contract.
The foregoing states seller's entire and exclusive liability. In no event will the seller be liable for
consequential or special damages arising from any defect or use of his product.

Recovery of Costs: If any legal action or other proceeding is brought for the interpretation or
enforcement ofthis agreement, or because of an alleged breach, default or other dispute in connection
with any of the provisions of this agreement, the successful or prevailing party or parties shall be
entitled to recover reasonable attorney's fees, whether for negotiation, trial, appellate, bankruptcy or
other services, and other costs incurred in the action or proceeding, in addition to any other relief to
which it or they may be entitled.

Notices: All notices, consents, waivers and other communications required or permitted by this
agreement shall be in writing and shall be deemed given to a party when (a) delivered to the
appropriate address by hand or by nationally recognized overnight courier service (cost prepaid); (b)
sent by facsimile or e-mail with confirmation oftransmission by the transmitting equipment; or (c)
received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to
the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the
person (by name or title) designated below (or to such other address, facsimile number, e-mail address
or person as a party may designate by notice to the other parties):

As to seller ____________ with a copy to: ------------
As to Buyer ___________ with a copy to:-------------

Governing law; Venue: This agreement shall be governed in all respects by the laws of the State of
Florida, and the parties agree that the appropriate venue for any dispute involving issues arising from
this agreement shall be Sarasota County, Florida.
Entire Agreement: This document contains the entire agreement of the parties relating to this subject
matter, may not be changed or modified except by instrument in writing executed by the parties, and is
binding upon the heirs, successors, personal representatives and assigns of the parties. Any other
attempted modification shall be void and not admissible in evidence in any action arising from this
agreement.