SCOPE: All orders are subject to the following terms and conditions. Any provision of the Buyer’s Purchase Order that conflicts with the terms and conditions contained herein shall be ineffective and these terms and conditions shall govern unless Jo-Kell (Seller) subsequently agrees thereto in writing before or upon acceptance of the Buyer’s order. No salesperson or other party is authorized to bind the Seller by any agreement, warranty, statement, promise or understanding not herein expressed. This contract may not be changed or terminated orally, and no change, termination or waiver of any of its provisions shall be valid unless in writing signed by the Seller.

2. PRICES: All prices and terms are subject to change without notice. Prices shall be those in effect at the time of shipment.

3. TRANSPORTATION CHARGES: All offers to sell are made F.O.B. point of shipment and each shipment constitutes a separate and independent transaction. No freight is allowed unless stated in Seller’s proposal. Buyer has the risk of loss after delivery F.O.B. point. Under no circumstances is any freight allowance which is absorbed by Seller to be deducted from the selling price. If the quoted price includes transportation, no reduction will be made in lieu thereof whether the Buyer accepts shipment at factory, warehouse, freight station or otherwise supplies its own transportation.

4. SHIPPING SCHEDULES: Shipping Dates given in advance of actual shipment are estimated as closely as practicable in accordance with Buyer’s requested delivery date. However, Seller will not be liable for failure to perform or delay in performance due to any cause beyond

8. RETURNS: Only returns authorized in writing by the Seller shall be accepted. All merchandise returned, due to Buyer error is subject to restocking charge as imposed by Seller at the time of return. Buyer will also be responsible for all transportation charged incurred on returned material.

9. CLAIMS: Any claims for loss, breakage or damage (obvious or concealed) are Buyer’s responsibility and should be made to the carrier if delivery is made by a carrier other than Seller’s own delivery vehicle. If delivery is made by Seller’s own delivery vehicle, Buyer must report any damage to Seller within 48 hours after receipt of shipment. Any notice of shortages, or other errors must be reported to Seller within 48 hours after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all claims by Buyer. Risk of loss for damages to the products hereunder passes to Buyer upon delivery to the carrier regardless of F.O.B. point. Title to the products sold hereunder passes to Buyer upon payment of the full purchase price.

10. LIMITATION OF LIABILITY: Seller’s responsibility for any claims, damages, losses or liabilities arising out of or related to its performance of this contract or the products covered hereunder shall not exceed the purchase price. In no event shall Seller be liable for any special, indirect, incidental or consequential damages of any character, including, but not limited to loss of use of productive facilities or equipment, lost profits, property damage, expenses incurred in reliance on Seller’s performance hereunder, or lost production, whether suffered by Buyer or any third party. Seller disclaims all liability for any and all costs, claims demands, charges, expenses or other damages, either direct or indirect, incident to all property damages arising out of any cause of action based on strict liability. its reasonable control, or fire, flood, strike, or other labor difficulty, act of God, act of government authority or of the Buyer, transportation difficulties, delays in usual sources of supply, and major changes in economic conditions. In the event of delay in performance due to any such causes, the date of delivery or shipment will be extended by a period of time reasonably necessary to overcome the effect of such delay. Should shipment be held beyond scheduled date for the convenience of Buyer, the Seller reserves the right to bill immediately for the goods and Buyer shall pay for all expenses incident to such delay.

5. CREDIT: Seller’s obligation to ship and to sell shall at all times be subject to acceptability to Seller of the Buyer’s credit. If in the Seller’s judgment, the financial condition of the Buyer at any time does not justify the terms of payment specified, Seller reserves the right to require full payment in cash before any order entry, manufacture, shipment, or delivery. Standard terms shall mean Net 30 days from the date of Seller’s invoice. Interest at the maximum legal rate will be charged on past due accounts. If the account is placed in the hands of an attorney for pre or post judgment collection of any delinquent accounts, Buyer shall be liable to Seller for any and all costs of collection/litigation including a reasonable attorney’s fee (including at trial, on appeal, and from any bankruptcy proceeding). The contract interest rate and entitlement to post-judgment attorney fees shall survive any entry of final judgment for said sums and be incorporated into said judgment.

6. TERMINATION: If Buyer terminates all or any portion of this order, Seller shall have the right to charge Buyer for all costs already incurred by Seller including the price of any goods or services required to fill this order already committed to by Seller and reasonable allowance for overhead and profit.

7. EXPORTS: Hardware or technical data ordered by Buyer may be subject to U.S. export laws and regulations and any sale may be dependent upon approval of the U.S. Government. Buyer is advised that such hardware or technical data may not be transferred, delivered, disclosed or otherwise exported or re-exported to a foreign national, foreign entity or foreign country without the prior written consent of Jo-Kell, Inc. and without obtaining necessary United States export licenses or applicable license exemptions. Buyer shall indemnify and hold Seller harmless from and against any and all claims, liabilities and expenses resulting from Buyer’s failure to comply with the export laws and regulations of the United States or the import laws and regulations of any country.

11. LIMITED WARRANTY: Seller will transfer to Buyer whatever transferable warranties Seller receives from the manufacturer of the Products. There are no other warranties, express, statutory or implied, including those of merchantability and of fitness for purpose.

12. CLERICAL ERRORS: Any clerical errors of Seller are subject to correction.

13. TAXES: All sales, excise and similar taxes that the Seller may be required to pay or collect with respect to the goods covered by any order shall be for the account of the Buyer except as otherwise provided by law.

14. PERSONAL GUARANTEE: If the credit customer is a corporation, then those signing this application, whether signing as an officer or not, personally guarantees payment for all items purchased on credit by the corporation.

15. MISCELLANEOUS: The laws of the Commonwealth of Virginia shall govern all matters arising out of this agreement, including all tort claims and the parties agree to submit to the jurisdiction of the Courts of the Commonwealth of Virginia. Venue for settlement of any disputes arising under this Agreement, including litigation, regardless of place of payment, shall be in a forum or Court, as required, of competent jurisdiction in Chesapeake, Virginia, and the Buyer waives any venue rights he/she/it may possess and agrees that he/she/it shall not contest that Chesapeake, Virginia is a convenient forum. ANY RIGHT TO HAVE A TRIAL BY JURY AS TO ANY DISPUTE HEREUNDER IS HEREBY WAIVED.