1. ACCEPTANCE: The offer of SELLER represented by a price list and/or quotation appearing on the reverse of this writing shall become a binding contract between the SELLER and any offeree (BUYER) only upon acceptance of the BUYER. Acceptance by BUYER shall be made either by written acknowledgement incorporating SELLER’S offer by reference, by issuance of a purchase order for any GOODS described on the reverse or by acceptance of any GOODS described on the reverse. These GENERAL TERMS AND CONDITIONS OF SALE shall supersede any provisions, terms and conditions contained on any confirmation order or other writing BUYER may give or receive, and the rights of the parties shall be governed exclusively by the provisions, terms and conditions herein con-tained. If SELLER’S quotation is accepted and the BUYER’S purchase order form is used for the purpose of acceptance, it is expressly understood and agreed that the terms and conditions herein set forth shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in such purchase order form, and the issuance of such purchase order by the BUYER shall be deemed to denote the BUYER’S assent to the foregoing. If this writing has been issued by SELLER in response to a purchase order or other offer delivered by BUYER to SELLER and, if terms herein are additional to or different from any terms of such offer, then the issuance of this writing by SELLER shall constitute an acceptance of BUYER’S offer, subject to the express condition that the BUYER assent to such additional and different terms herein and acknowledge that this writing constitutes the entire agreement between BUYER and SELLER with respect to the subject matter hereof and the subject mat-ter of such offer; and, BUYER shall be deemed to have so assented and acknowledged unless BUYER notifies SELLER to the contrary in writing within forty eight (48) hours of receipt of this writing. In all events, no term or condition proposed in any writing given by BUYER with respect to the purchase of GOODS which adds to, varies from or conflicts with this exclusive statement of the terms and conditions of sale shall be effective unless in writing and executed by the authorized representatives of SELLER.

2. PRICE AND TERMS OF PAYMENT: Any terms of payment set forth on the reverse side of this writing are payable accordingly from the date of SELLER’S invoice. Unless otherwise set forth on the reverse side, payment in full for GOODS purchased by BUYER is due upon the receipt of SELLER’S invoice and all amounts remaining unpaid thirty (30) days thereafter shall bear interest at the rate of two percent (2%) per month (24% per year) until paid. If at any time, in SELLER’S opinion, BUYER’S credit becomes unsatisfactory, the terms of payment provided in this writing or on the reverse of this writing may be altered or terminated by SELLER and delivery of GOODS may be suspended by SELLER pending receipt of payment in full or other security satisfactory to SELLER. All prices are in United States dollars and are F.O. B., SELLER’S point of shipment and, unless otherwise stated, exclude cartage; insurance charges; sales, use, occupation, license, excise and other taxes in respect of manufac-ture, sale or delivery; and export and import duties, all of which shall be paid by BUYER, unless, in the case of sales taxes, a proper exemption certificate is furnished by BUYER to SELLER. SELLER makes no charge for standard packaging for domestic shipment. The BUYER will be invoiced by SELLER for export packaging or other special packaging required, the cost of which will be quoted by SELLER upon request.

3. DELIVERY: GOODS purchased by BUYER may be shipped by SELLER in one or more lots. Unless otherwise expressly set forth on the reverse of this writing, delivery will be F.O.B. SELLER’S point of shipment. BUYER assumes all responsibility for risk of loss and damage to the GOODS to be sold by SELLER to BUYER upon delivery to the carrier at SELLER’S point of shipment and no such loss or damage shall relieve BUYER of BUYER’S obligations to SELLER. Any prepayment by the SELLER of freight charges shall not affect the obligations of SELLER with respect to delivery but will be for the account of BUYER and will be included in the amount of SELLER’S invoice to be repaid by BUYER upon presentation thereof.

4. DELAYS: Any delivery date stated on the reverse of this writing is based upon conditions prevailing at the time of SELLER’S issuance of this writing. All delivery dates are approximate and are subject to change upon notice from SELLER. In no event will SELLER be liable to BUYER for any loss or damage, whatsoever, direct, incidental or consequential, caused by delay in delivery. For the pur-poses of complying with the terms of any agreement between BUYER and SELLER, SELLER will not be responsible for reasonable or excusable delays, nor will BUYER refuse to accept delivery because of any such decrees. The term “excusable delays” includes, without limitation, delays resulting from: fires; floods; weather; accidents; civil unrest; labor difficulties from whatever cause arising; war or civil riots; freight embargos or transportation delays; machine breakdown; inability to secure fuel, goods, supplies, labor or power at current prices or on account of shortage thereof; any existing or future laws; acts, regulations, order or delays of any agency or body governments of SELLER or BUYER affecting the conduct of SELLER’S business or the transaction contemplated hereby; or any other cause, similar or dissimilar, beyond the reasonable control of SELLER. The term “reasonable delays” includes, without limitation, delays to which the BUYER, when notified, makes no objection. If delivery is delayed or inter-rupted by BUYER, either directly or indirectly, any additional costs, expenses or charges resulting therefrom shall be paid by BUYER to SELLER.

5. CANCELLATION: Any order or contract may be cancelled by BUYER only upon SELLER’S written consent and upon reimbursement of all applicable costs incurred resulting from commitments made by SELLER. In no event are GOODS to be returned without first obtaining SELLER’S written consent.

6. QUOTATIONS AND PRICES: Written quotations automatically expire thirty (30) calendar days from the date issued and are subject to immediate termination upon notice by SELLER within that period. Prices appearing in SELLER’S price list are subject to change without notice and orders shipped more than thirty (30) days after the date of a purchase order issued by BUYER (unless delay in ship-ment is occasioned by SELLER’S unreasonable or inexcusable delay) will be invoiced at SELLER’S price for the GOODS in effect at the time of shipment.

7. TECHNICAL ADVICE: All recommendations, technical advice, or assistance furnished by SELLER concerning the characteristics, properties, or performance of the GOODS are based on data believed to be reliable, and are furnished solely on a gratis basis. BUYER acknowledges that SELLER will not control or supervise the subsequent manufacture, fabrication, or installation of its products and the GOODS or the use of the GOODS after sale, that SELLER make no guarantee of accuracy is made as to such recommendations, advice or assistance, and that such recommendations, advice or assis-tance shall not be construed as warranties or as the basis for a warranty. In no event will Seller be liable to BUYER or any one claiming through BUYER for such recommendations, advice, or assistance, or the results obtained.

8. WARRANTIES: SELLER warrants the GOODS to conform to the specifications published by SELLER when used in accordance with application instructions provided by SELLER. BUYER and any subsequent user of the GOODS shall determine the suitability of the GOODS for the intended application. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WAR-RANTIES, INCLUDING, WITHOUT LIMITATION, THOSE WARRANTIES RELATING TO MERCHANTABILITY OR FITNESS FOR USE. THE LIABILITY OF THE SELLER AND THE MANUFACTURER OF THE GOODS FOR DAMAGE RESULTING FROM THE USE OF THE GOODS SHALL NOT EXCEED THE PURCHASE PRICE OF THE GOODS. IN NO EVENT WILL SELLER OR THE MANUFACTURER OF THIS PRODUCT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS PRODUCT BY BUYER, BUYER’S USERS AND/OR BUYER’S CUSTOMERS OR ANY OTHER PERSON. Notification of any claim under the limited and specific warranty described in this writing must be delivered in writing to SELLER. The notifica-tion should contain a statement describing how the product failed to meet SELLER’S published specifications, proof of purchase, and amount of refund claimed.

9. LIMITATION OF LIABILITY: In no event will SELLER by liable for anticipated profits or incidental or consequential damages suffered by BUYER. SELLER’S liability on any claim of any kind for any loss or damage arising out of, connected with the GOODS, or resulting from this Agreement, or from the performance or breach thereof or from the design, manufacture, sale, delivery, resale, inspec-tion, repair, operation or use of any GOODS will in no event exceed price allocable to the GOODS or a unit or units thereof which gives rise to the claim and shall terminate one (1) year after the date of the shipment of such GOODS.

10. INDEMNIFICATION: BUYER agrees to indemnify, save and hold harmless SELLER from and against all losses, liabilities, claims, causes or causes of action for injuries or damages to any per-son or property, whether on account of negligence or otherwise, arising out of or in any way related to the condition, use, repair, or installation of the GOODS purchased by BUYER from SELLER (unless caused by failure of the GOODS to conform to the warranty provided in Paragraph 8, above), and further from and against any judgment, settlement, penalty, loss, costs, expenses, liability, damage or injury, including legal fees and disbursements, that SELLER may, directly or indirectly, sustain, suffer or incur as a result thereof.

11. REMEDIES: If BUYER fails to fulfill the terms of payment, SELLER may defer further shipments or, at its option, may cancel any unshipped GOODS. SELLER reserves the right, prior to making any shipments, to require from the BUYER satisfactory security for performance of BUYER’S obligations. Until full payment of all obligations of BUYER hereunder, SELLER reserves the title to and a secu-rity interest in all GOODS furnished hereunder, which, whether or not attached to realty, shall be considered to be personal property. BUYER agrees, at any time upon SELLER’S request, to execute such documents and additional schedules to carry into full force and effect this Agreement, including, without limitation, financing statements, security agreements and other documents required to perfect SELL-ER’S security interest. If the BUYER defaults in payment or performance of any of BUYER’S obligations to SELLER or, before payment to SELLER of all amounts due hereunder, becomes subject to insol-vency, receivership or bankruptcy proceedings or makes any assignment for the benefit of creditors or, without the consent of SELLER, voluntarily or involuntarily sells, transfers, leases or permits any lien or attachment on the GOODS delivered hereunder or if the GOODS are misused or substantially damaged, SELLER may treat all amounts then or thereafter owing by BUYER to SELLER to be immediate-ly due and payable (subject to only credits required by law) and SELLER may repossess such GOODS by any means available at law.

12. DISPUTE; RESOLUTION: Except for any claim held by SELLER with respect to payment for the GOODS purchased by BUYER, any controversy or claim arising out of or relating to the transac-tions contemplated hereby or the breach thereof, shall be settled by arbitration in the City of Cleveland, County of Cuyahoga, State of Ohio, U.S.A in accordance with the rules and procedures then obtain-ing of the American Arbitration Association. Any demand for arbitration shall be made within one (1) year from the date of the shipment of GOODS purchased by BUYER from SELLER. Any claim held by SELLER with respect to payment for the GOODS purchased by BUYER shall be brought by SELLER in accordance with the statute of limitations applicable in the State of Ohio and, at SELLER’S election, in a court of competent jurisdiction in Cuyahoga County, Ohio.