Titeflex Corporation
603 Hendee Street
Springfield, MA 01104

1. Commercial Terms and Conditions of Sale: This offer is made subject to the terms and conditions stated herein, and any resultant purchase order or contract shall be governed by these terms and conditions exclusively in lieu of all other terms unless expressively accepted by an authorized representative of Seller in writing. Any other terms and conditions, including changes to Seller's terms and conditions stated herein are hereby rejected. Buyer's acceptance of Seller's products or services shall in all events constitute Buyer's assent to Seller's terms and conditions.

2. Payment: Full payment shall be made by Buyer to Seller to arrive at the billing location specified by Seller in its invoice thirty (30) days from date of shipment of the items or completion of services purchased hereunder. Unless otherwise instructed, remit to: P.O. Box 905743, Charlotte, NC 28290-5743.

3. Delivery: All deliveries shall be made F.O.B. Titeflex Corporation, 603
Hendee Street, Springfield, MA 01104. Buyer shall advise Seller of method of delivery not less than 30 (thirty) days prior to the scheduled date of delivery. Regardless of the method of delivery, however, risk of loss shall pass to Buyer upon Seller's delivery to carrier selected by Buyer. All delivery dates shown are approximate only and Seller shall have no liability for any delays in delivery.

4. Warranty: Seller warrants that the items sold hereunder shall be free from defects in material and workmanship for a period of one (I) Year from the date of shipment to Buyer. Seller warrants that services performed hereunder will be performed in a good workmanship manner and will meet the agreed upon task descriptions.

THIS EXPRESSED WARRANTY IS THE SOLE, EXCLUSIVE AND ENTIRE WARRANTY FOR THE ITEMS PROVIDED OR SERVICES PERFORMED HEREUNDER. SELLER MAKES NO OTHER WARRANTIES, GUARANTEES, OR OTHER REPRESENTATIONS OF ANY KIND WHATSOEVER. ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE USAGE, OR COURSE OF DEALING, ARE HEREBY DISCLAIMED.NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY OR PARTIALLY, TO BUYER'S DESIGNS OR SPECIFICATIONS.

5. Limitation Of Remedy: SELLER'S LIABILITY ARISING FROM, OR IN ANY WAY CONNECTED WITH, THE ITEMS PROVIDED, OR SERVICES PERFORMED, UNDER ANY RESULTANT PURCHASE ORDER OR CONTRACT FROM BUYER, SHALL BE LIMITED EXCLUSIVELY TO THE REPAIR OR REPLACEMENT OF THE ITEMS SOLD, OR REFUND OF THE PURCHASE PRICE PAID BY BUYER, AT SELLER'S SOLE OPTION. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS ARISING FROM, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT, OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESSED OR IMPLIED WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN, OR STRICT LIABILITY.

6. Changes, Reschedules and Cancellations: Buyer may request Seller to modify the designs or specifications for the items sold hereunder as well as the quantities and delivery dates thereof, or may request to cancel all or part of this order, however, no such requested modification or cancellation shall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to the purchase order or contract. Acceptance of any such requested modification or cancellation shall be at Seller's discretion, and shall be upon such terms and conditions as Seller may require, including equitable adjustment in the purchase order or contract price and adjustment in delivery schedules, or other elements as determined by Seller.

7. Special Tooling: A tooling charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns, acquired to manufacture items sold pursuant to any resultant purchase order or contract. Such special tooling shall be and remain Seller's property notwithstanding payment of any charges paid by Buyer. In no event will Buyer acquire any interest in equipment or tools belonging to Seller which are utilized in the manufacture of the items sold hereunder, even if such equipment or tools have been specially converted or adapted for such manufacture and notwithstanding any charges paid by Buyer. Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property at its sole discretion at any time.

8. Taxes: Unless otherwise agreed upon and included as a provision of any resultant purchase order or contract, all prices and charges are exclusive of excise, sales, use, property, occupational or like taxes which may be imposed by any taxing authority upon the manufacture, sale or delivery of the items sold hereunder. If any such taxes must be paid by Seller or if Seller is liable for the collection of such tax. The amount thereof shall be in addition to the amounts for the items sold. Buyer agrees to pay all such taxes or to reimburse Seller therefore upon receipt of its invoice. If Buyer claims exemption from any sales, use or other tax imposed by any taxing authority, Buyer shall save Seller harmless from and against any such tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable.

9. Indemnity For Infringement of Intellectual Property Rights:
Seller shall have no liability for infringement of any patents. trademarks. copyrights, trade secrets or similar rights.

10. Force Majeure: Seller does not assume the risk of and shall not be liable for delay or failure to perform any of Seller's obligations by reason of circumstances beyond the reasonable control of Seller (hereinafter
" Events of Force Majeure"). Events of Force Majeure shall include without limitation, accidents, acts of God, strikes or labor disputes, acts, laws, rules or regulations of any government or government agency, fires, floods, delays or failures in delivery of carriers or suppliers, shortages of materials and any cause beyond Seller's control.

11. Entire Agreement/Governing Law: The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly accepted by Seller in writing, shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which pertain thereto. This Agreement shall be governed in all respects by the laws of the
Commonwealth of Massachusetts. No actions arising out of the sale of the items sold hereunder or this Agreement may be brought by either party more than two (2) years after the date of shipment by Seller.

Form Rev. B Dated 07/93 (Terms- I) Form Rev. C Dated 03/03