SALES TERMS AND CONDITIONS

1. Right to Changes. Seller may at any time make such changes in design and construction of products as shall constitute an improvement in the judgment of Seller. Seller may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.

2. Payment. Unless otherwise expressly stated on the face hereof, all prices are subject to change without notice and the price of goods on order but unshipped will be adjusted to the price in effect at the time of shipment. Quantity prices shall be based on the released amount of each part for each scheduled shipment. The tooling prices quoted on the face hereof include molded samples for dimensional approval only. Production samples and pilot runs shall be subject to special quotation and negotiation.

3. Taxes and Other Changes. Any manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and the buyer, shall be paid by the buyer in addition to the prices quoted or invoiced. In the event that the Seller is required to pay any such tax, fee or charge, the buyer shall reimburse Seller therefore; or, in lieu of such payment, the buyer shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the same.

4. Warranties. Seller warrants products manufactured by it and supplied hereunder to be free from defects in materials and workmanship for a period of twelve months from date of shipment. If within such period any such products shall be proved to Seller's satisfaction to be defective, such products shall be repaired or replaced at Seller's option. Seller's obligation and buyer's exclusive remedy hereunder shall be limited to such repair and replacement and shall be conditioned upon Seller's receiving written notice of any alleged defects within 10 days after its discovery and, at Seller's option, return of such products to Seller, f.o.b. its factory. Seller assumes no liability whatsoever for expenses of removing any defective goods or part, or for installing the repaired product or part or a replacement therefore, or for any loss or damage to equipment in connection with which Seller's goods or parts shall be used. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES (EXCEPT OF TITLE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR PURPOSE. Seller shall not be subject to any other obligations or liabilities whatsoever with respect to products manufactured or furnished by it, or any undertakings, acts, or omissions relating thereto.

5. Patents. Seller will, at its own expense, defend any suits that may be instituted by anyone against buyer for alleged infringement of any patent relating to any products furnished by Seller hereunder, if such alleged infringement consists of the use of such products, or parts thereof, in buyer's business for any of the purposes for which the same were sold, and provided buyer shall have made all payments that in due hereunder and shall give the Seller immediate notice, in writing, of the institution of any such suit and transmit to Seller immediately upon receipt all processes and papers served upon buyer and permit Seller through its Counsel, either in the name of the buyer or in the name of the Seller, to defend the same and give all needed information, assistance and authority to enable Seller to do so. In case of a final award of damages in such suit Seller will pay such award but will not be responsible for any compromise made without its written consent. The foregoing provisions shall not apply, however, to any goods manufactured by Seller solely in accordance with specifications and drawings furnished Seller by buyer, nor to any patented equipment, device or part specified by buyer but not manufactured by Seller. Buyer will, at its own expense, defend any suits that may be instituted by anyone against Seller for alleged infringement of any United States patent relating to goods manufactured by Seller in accordance with specifications and drawings furnished Seller by buyer; provided Seller shall give buyer immediate notice in writing of the institution of any such suit and transmit to buyer immediately upon receipt all processes and papers served upon Seller and permit buyer through its Counsel, either in the name of Seller or in the name of buyer, to defend the same and give all needed information, assistance and authority to enable buyer to do so. In case of a final award of damage in such a suit buyer will pay such award but will not be responsible for any compromise made without its written consent.

6. Consequential Damages; Indemnity. SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR CONTINGENT DAMAGES WHATSOEVER. The buyer shall indemnify the Seller against any and all losses, damages, and expenses (including attorneys' fees and other costs of defending any action) that it may sustain or incur as a result of any claim of negligence, breach of implied warranty or strict liability in tort by the buyer, its successors and assigns and its customers whether direct or indirect, in connection with the use of goods furnished hereunder, including, without limitation, such as may be caused by the negligence of the Seller.

7. Technical Information. Any sketches, models or samples submitted by Seller shall remain the property of Seller, and shall be treated as confidential information unless the Seller has writing indicated a contrary intent. No use or disclosure of such sketches, models and samples, or design or production techniques revealed thereby, shall be made without the express written consent of the Seller.