GTC

General terms and conditions of CSM Products, Inc.

I. WARRANTY

Limited Warranty Seller warrants that goods delivered hereunder will at delivery be free from defects in materials and workmanship and will conform to seller's operating specifications. Seller makes no other warranties, express or implied, and specifically makes NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability Seller's obligation under the warranty shall be limited to replacing or repairing at Seller's option, the defective goods within twelve (12) months from the date of shipment, provided that Buyer gives Seller proper notice of any defect or failure and satisfactory proof thereof. Defective goods must be returned to Seller's facility or to a designated Seller's service center for inspection. Buyer will prepay all freight charges to return any products to Seller's facility, or other facility designated by Seller. Seller will deliver replacements for defective goods to Buyer freight prepaid. The warranty on said replacements shall be limited to the unexpired portion of the original warranty. Goods returned to Seller for which Seller provides replacement under the above warranty shall become the property of the Seller.

The limited warranty does not apply to failures caused by mishandling or misapplication, including goods not stored or maintained in accordance with manufacturer’s instructions, goods that have the identification label or calibration label removed or altered. Seller's warranty obligations shall not apply to any goods which (a) are normally consumed in operation or (b) have a normal life inherently shorter than the warranty period stated herein.

In the event that goods are altered or repaired by the Buyer without prior written approval by the Seller, all warranties are void. Equipment and accessories not manufactured by Seller are warranted only to the extent of and by the original manufacturer's warranty. Repair or replacement goods furnished pursuant to the above warranty shall remain under warranty only for the unexpired portion of the original warranty period.

Should Seller fail to manufacture or deliver goods other than standard products appearing in Seller's catalog, Seller's exclusive liability and Buyer's exclusive remedy shall be release of the Buyer from the obligation to pay purchase price therefore.

THE FORGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY. IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL NOT APPLY. SELLER'S WARRANTY OBLIGATIONS AND BUYER'S REMEDIES THEREUNDER (EXCEPT AS TO TITLE) ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN. IN NO EVENT WILL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE.

The total liability of Seller (including its subcontractors) on any claim whether in contract, tort (including negligence whether sole or concurrent) or otherwise, arising out of or connected with, or resulting from the manufacture, sales, delivery, resale, repair, replacement or use of any goods or the furnishing of any service hereunder shall not exceed the price allocable to the product or service or part thereof which gives rise to the claim.

II. PATENTS

The Seller agrees that it will at its own expense defend any suit that may be instituted against the Buyer for alleged infringement of United States patents relating to products of Seller manufacture furnished the Buyer hereunder, (excluding products manufactured by the Seller per specifications furnished the Seller by the Buyer as to which products the Buyer must hold the Seller harmless against any such claim which arises out of compliance with the specifications so furnished provided such alleged infringement shall consist only in the use of such product by itself and not as a part of any combination or other devices and/or parts, and provided the Buyer gives the Seller immediate notice, within 10 days, in writing of any such alleged infringement and of the institution of any such suit and permits the Seller, through its counsel, to answer the charge of infringement suit and provided the Buyer gives all needed information, assistance and authority to enable the Seller to do so, and thereupon in case of a final award of damages in any such suit the Seller will pay such award, but shall not be responsible for any settlement made without its written consent.

III. DELIVERY RISK OF LOSS

Delivery of equipment shall be F. O. B. at the Seller factory, warehouse or office selected by the Seller, and at which time risk of loss shall pass to the Buyer. The Seller shall have the right to deliver all goods at one time or in portions from time to time. Title to the goods shall remain with the Seller until payment for the goods in collectible funds have been received by the Seller.

IV. FORCE MAJEURE

The Seller shall not be liable for any delay in the production, delivery, supervision or installation of any of the equipment covered hereby if such delay shall be due to one or more of the following causes: fire, strike, lockout, dispute with workman, flood, accident, delay in transportation, shortage of fuel, inability to obtain material, war, embargo, demand or requirement of the United States or any government or war activity, or any other cause whatsoever beyond the reasonable control of the Seller. In the event of delay in performance due to any cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.

V. INSPECTION

Unless Buyer gives the Seller written notice of each defect or irregularity, whether patent or latent, in any item of equipment within a reasonable time after actual receipt by Buyer, it shall be conclusively presumed between Buyer and Seller that each item of equipment was delivered complete and in good repair, without any presumed between Buyer and Seller that defects, and that Buyer has accepted it as an item of equipment described on the face hereof and on forming thereto.

VI. TAXES

The amount of all present or future taxes and governmental charges upon labor or the production, shipment, sale, installation or use of the equipment covered hereby shall be added to the price and paid by the Buyer.

VII. TERMS OF PAYMENT

Subject to approval and continuance of approval of credit, by the Seller, terms of payment are as follows: (a) In the case of equipment for destination within the United States thirty days net from date of invoice.

All payments shall be in legal currency of the United States. All payments shall be remitted to CMS via check, wire transfer, or credit card. Acceptance and endorsement by the Seller of an instrument for less than the full amount which the Seller claims to be due shall not be deemed to be an admission of payment in full and any conditions to the contrary which are noted on such an instrument shall not be binding on the Seller. Prices are subject to correction for error.

VIII. OVERTIME

It is contemplated that any installation or supervision labor and services agreed on the face hereof to be performed by the Seller are to be performed during regular working hours on regular working days. If for any reason the Buyer requests the Seller to furnish any such labor or services outside of such regular working hours, any overtime or other additional expense occasioned thereby shall be billed to and paid by the Buyer as an extra.

IX. ACCEPTANCE

This quotation, all Seller's proposals, all acceptances of Buyer's orders, and all sales by Seller are expressly made conditional upon the Buyer's acceptance to the terms and conditions stated herein, and acceptance is expressly limited to the terms and conditions stated herein. Any additional or different terms proposed by waiver, change, or modification of any terms or conditions contained herein shall be binding on Seller unless made in writing and signed by an officer or authorized manager of Seller.

X. INTERPRETATION-PAROLE EVIDENCE

This writing is intended when accepted by the Buyer as a final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in the Agreement. Acceptance or acquiescence if a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement, even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code as in effect in the State of Illinois is used in this Agreement, the definition contained in such Code is to control.

XI. AUTHORITY OF CSM’S DISTRIBUTORS

No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation representation or warranty concerning the goods offered for sale under this proposal and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this proposal it has not formed a part of the basis of this bargain and shall not in any way be enforceable by the Buyer.

XII. CANCELLATION

Orders for products not normally in stock or requiring engineering services or otherwise requiring special attention are not subject to cancellation. Any other order may be canceled by the Buyer only upon written notice and upon payment of reasonable and proper cancellation charges shall include, but not be limited to, all costs identified to the order which have been incurred up to the date of notice of cancellation and cost of canceling orders.

XIII. ASSIGNMENT

Any assignment of this contract or any rights hereunder by the Buyer without written consent of the Seller shall be void. Provisions of this contract are for the benefit of the Buyer and not for any other person.

XIV. GOVERNING LAW

This Agreement shall be governed under the laws of the State of Illinois and Buyer agrees that any legal action against the Seller will be brought in the State of Illinois.

XV. DEFAULT

If Buyer fails to comply with any of the terms of this quotation, Seller may exercise all rights and remedies by Law, and may recover all costs and reasonable attorneys' fees incurred as a result of the default. All rights and remedies of Seller are cumulative. No waiver of a breach of any provision of this quotation shall constitute a waiv#er of any continuing or future breach of such provision or any other provision.

Date: February 2008