TERMS AND CONDITIONS OF SALE MICROFLEX, INC.

All orders are subject to acceptance by Seller at its office in Ormond Beach, Florida.

Seller reserves the right to make any revision in price or prices on an unshipped balance of a Buyer’s order by giving Buyer a written notice of the revision in price not less than thirty (30) days prior to the effective date of the revision. Buyer shall be deemed to have agreed to such revision unless Buyer by written notice shall refuse such price revision with ten (10) days of receipt of notice of revision. Buyer’s refusal of price revision shall give Seller the option of cancelling that portion of Buyer’s order to which the price revision is applicable, or completing the Buyer’s order at the original price quoted for the order.

(a) Minimum Charges. Because of the cost of handling small orders, Seller reserves the right to make a minimum billing charge of not less than two hundred fifty dollars ($250.00). 
(b) Tool Charges. New tools required for the manufacture of any special product shall be charged to Buyer. Such tools shall remain the sole property of the Seller and will be retained in Seller’s possession for use exclusively in filling orders from Buyer. If, however, Seller has received no orders from Buyer within two (2) years from the date of the last order requiring the use of such tools, Seller may dispose of or use such tools as Seller sees fit without accounting to Buyer for use or disposition of any proceeds there from. 
(c) Transportation Charges. 
     (1) Freight terms on the face of this document
           are controlling. 
     (2) In the absence of terms on the face, no
           freight allowance will be made. 
     (3) If a freight allowance is provided for on the
           face, the following terms shall control: 
             (I) All freight allowances shall be at
                  the lowest carrier routing selected
                  by Seller. 
           (II) If carrier routing is selected by Buyer, all
                  freight charges are the responsibility
                  of Buyer. 
(d) Taxes. Prices quoted by Seller are exclusive of all City, State or Federal Taxes. Whenever applicable, taxes will be added to Seller’s invoice as a separate charge to be paid by Buyer. Any such taxes paid by Seller at any time will be repaid by Buyer. 
(e) Cancellation Charges. When an order is cancelled by Buyer, such charges as may be allocable to the cancelled order or portion thereof, shall be based upon Seller’s standard commercial practice, which shall include but not be limited to reimbursement for all lost profits.

Title to and risk of loss of the products herein described shall pass to Buyer upon delivery of said Products to a carrier at Seller’s plant. Title to and risk of loss of said Products shall pass to Buyer in no other way, notwithstanding any agreement to the contrary, including, but not by way of limitation, any agreement to pay freight, express or other transportation or insurance charges.

Seller reserves the right in his sole judgment to require satisfactory security before shipment of Products to Buyer. If Buyer defaults in payments, Seller at its option may defer further shipment until Buyer re-establishes satisfactory credit or cancels the unshipped portion of the order without any liability on part of Seller for failure to ship.

(a) Net cash thirty (30) calendar days after date of invoice.
(b) A service charge on any unpaid balance will be charged at the rate of 1.5% per month beginning thirty-one (31) calendar days after date of invoice. Customer agrees to pay cost of collection including attorney’s fee. 
(c) Invoices will be dated as of the date of shipment. (d)Products held at Seller’s facility beyond delivery date for convenience of Buyer will be invoiced on date of completion and terms of payment will be in effect as aforementioned 8. (a) (b).

Seller shall not be liable for any loss or damage of any nature whatsoever incurred or suffered as a result of any failures or delays in performance due to any cause or circumstance beyond its control, including, but not by way of limitation, any failures or delays in performance caused by any strikes, lockouts, or a labor disputes, fires, acts of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with the laws of the United States of America or with the orders or policies of any government authority, delays in transit or delivery on the part of transportation companies or communication facilities, of failures of sources of materials. In such event, Seller may, at its option, make deliveries ratably with reference to itself and all its customers.

Seller’s products are manufactured to Seller’s standard specifications with allowable variations for the product. Products are manufactured to Buyer’s specifications only by express agreement between Seller and Buyer. The products manufactured by Seller, except as may be manufactured to Buyer’s design or specifications, conveyed hereunder were designed and manufactured by Seller to meet all applicable Governmental & Industrial standards effective on the date of manufacture.

All inspection and testing requirements must be specified at time of order. Seller’s products are subject to Seller’s factory inspection. Any further inspection at Buyer’s request, if agreeable to the Seller, is at Buyer’s expense.

Seller hereby warrants to Buyer that the products herein described will be free from any liens or encumbrances; that good title to said products will be conveyed to Buyer by sale of same, and that unless manufactured according to specifications supplied by Buyer, said product will be of merchantable quality, Seller makes no warranties, express or implied, with respect to the products herein, as to fitness and particular purpose described except as are set forth herein.

No claim for credit for alleged shipping, quality, freight, or pricing adjustment shall be valid unless presented to Seller in writing within thirty (30) days after receipt of product. Failure to file such a claim within thirty (30) days shall constitute unqualified acceptance of product by Buyer.

(a) There are no warranties established herein, express, implied or statutory, including the warranty of merchantability, except those expressly stated in paragraph twelve (12) above. 
(b) Seller shall not be liable for punitive damage or personal injury. Seller shall not be liable for prospective profits or special, indirect or consequential damages, nor shall recovery of any kind against Seller be greater in amount than the purchase price of the specific products sold and causing the alleged damage, whether such claim be based on contract, tort or otherwise provided. However, the aforesaid to the contrary notwithstanding, Seller shall be liable for any bodily injuries or property damage directly caused by its willful, wanton or negligent acts. Buyer assumes all risk and liability for loss, damage, or injury to persons or property of buyer or others arising out of the use or possession of the products herein described. 
(c) Seller’s total cumulative liability hereunder for any and all reasons shall not exceed an amount equal to the amount paid by Buyer to Seller for the products described herein.

(a) Patents. Buyer agrees to indemnify and defend Seller against all claims of liability or costs of suit rising from the manufacture, use or sale of products furnished the Buyer where such products were made to Buyer’s specifications and where such manufacture, use or sale is alleged to infringe the patent rights of another. 
(b) Assignment. This contract of sale may not be assigned by Buyer without the written consent of the Seller. 
(c) Insolvency. In the event of any proceeding against Buyer, voluntary or involuntary, in bankruptcy or insolvency, or for corporate reorganizations under the Federal Bankruptcy Law or the appointment of a receiver or trustee or an assignee for the benefits of creditors, Seller shall be entitled to cancel this contract, or suspend, delay or terminate its performance obligations for non-payment by Buyer.
(d) Fair Labor Standards Act. Seller hereby certifies that all products are produced in compliance with applicable requirements o Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and with the regulations and orders of the United States Department of Labor issued pursuant to Section 14 thereof. 
(e) Compliance. (1) Both parties agree to comply with all federal, state or local laws applicable to their performance hereunder. (2) Seller hereby certifies compliance with Executive Order 11246, effective October 24, 1965, as amended. 
(f) Returns. No products shall be returned to Seller without prior written authorization of Seller. 
(g) Error. Clerical and Stenographic errors are not binding and may be corrected at any time.