1. ACCEPTANCE
All contracts are subject to acceptance by the Seller at the Capstan California, Los Angeles, California plant. No order for products shall be binding upon Seller until accepted in writing. Acceptance of any order proposed by Buyer inconsistent with, or in addition to the Terms and Conditions of sale herein contained, shall be void and in no effect unless agreed to in writing by Seller. These Terms and Conditions, together with such data relating to the price and delivery as are accepted in writing by Seller, constitute the entire agreement between parties. The rights of both parties, hereunder, shall be in addition to their rights and remedies at law or equity. Failure of Seller to enforce any of its rights shall not constitute a waiver of such rights.

2. PRICES
All prices are quoted F.O.B., Los Angeles, California plant unless otherwise stipulated. This quotation is for immediate acceptance. Quoted prices are subject to change without notice. Prices are also subject to correction for error. Buyer, upon notification of error, may exercise option to correct or cancel order.

3. DELIVERY
Prices quoted are for one shipment at one time unless otherwise agreed upon. In no case will delivery time be extended beyond one year from date of order.

4. TAXES
In addition to the purchase price, Buyer shall pay Seller the amount of all taxes, exercise, or other charges that Seller may be required to pay to any government (National, State, or Local) with respect to the production, sale, or transportation of any product delivered hereunder.

5. OVERSHIPMENT
Products manufactured to Buyer's specifications will be subject to a ten percent overshipment or undershipment of the quantity ordered by Buyer.

6. ENGINEERING, TOOL SERVICE AND FIRST ARTICLE CHARGE (ETF).
It is understood and agreed that when the sales price includes an engineering, tool service and first article charge, that if the Buyer reorders the same product or goods within three years of this quotation, no further ETF charge will be made: however, if Buyer orders the products or goods after three years from the date of original order, Seller reserves the right to make an additional ETF charge. Any ETF charges made herein cover only partial costs of the necessary tools and fixtures required for production of the part. In addition, proprietary design concepts of Seller ad used in development of tooling. For these reasons, Buyer agrees that, even though it has ownership of the tooling , Seller shall retain sole possession of the tooling and removal of the tooling from Seller's location is not permitted Seller shall nevertheless us the tooling for the exclusive benefit of Buyer, unless written permission is granted by Buyer.

7. DELAY
The Seller shall not be liable for its failure to perform hereunder due to contingencies beyond its reasonable control including, but no limited to ,acts of good, fires, floods, wars, sabotage, accidents, labor disputes, shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid, inability to obtain power, raw materials, equipment or transportation and any other similar or different contingency. Included within the scope of contingencies beyond reasonable control is production performance, wherein unforeseen circumstances, such as requirements of manufacture, develop beyond the technical capability, equipment capacity, quality level of the Seller. When performance is prevented by such contingency, the Seller shall have the right to omit during the period of such contingency all or any portion of the quantity deliverable during such period, whereupon the total quantity deliverable hereunder, at Seller's option, shall be reduced by the quantity to the number of units not so delivered times the price per unit. In no event shall the Seller be obligated to purchase material from other than its regular sources of supply in order to enable tit to supply products to Buyer hereunder.

8. WARRANTY
Seller warrants that the items delivered herein will conform to applicable specifications and drawings furnished by Buyer and will be merchantable of good materials and workmanship of Sellers standard quality. Discrepant or defective material may at Sellers option be replaced or credit allowed for the invoice value only. In no instance is Buyer permitted at his option to rework or replace items at Sellers expense without express written approval of Seller.
THERE ARE NO EXPRESS WARRANTIES BY SELLER OTHER THAN SPECIFIED ABOVE. NO WARRANTIES BY SELLER (OTHER THAN WARRANTY OF TITLE AS PROVIDED IN THE UNIFORM COMMERCIAL CODE) SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAN SPECIFIED IN THIS PARAGRAPH 8 WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing. Buyer assumes all risk and liability for the result obtained by the use of any product delivered hereunder either separately or in combination with other articles or material or in the practice of any process. Buyer's receipt of any product delivered hereunder shall be an unqualified acceptance of , and a waiver by Buyer of any and all claims (including claims arising under the warrantee specified in this paragraph, and including defects due to imperfect materials or workmanship on the part of Seller) with respect to such products, unless Buyer gives Seller notice of any such claim within thirty days after receipt of the said products.

9. LIABILITY
No claim of any kind with respect to any product covered by these terms and conditions, whether as to product delivered or for non-delivery of product and whether or not based on negligence, shall be greater in amount than the total purchase price (total number of units sold times purchase price per unit) as stipulated within the quotation or sale agreement in respect of which such claim is made. In no event shall Seller be liable for special, indirect, or consequential damages, whether or not caused by , or resulting from the negligence of Seller.

10. PATENT LIABILITY
Buyer shall defend and save harmless Seller from all damages, claims, demands, actions, or suits based upon actual or alleged infringement of any patent, trademark, or copyright covering or purporting to cover the acquisition, use, consumption, or resale of goods delivered under this
order.

11. TECHNICAL DATA
It is expressly understood that any technical advice furnished by Seller with reference to the use of its products is given gratis, and Seller assumes no obligation of liability for the advice given or the results obtained, all such advice being given and accepted at Buyer's risk.

12. RETURNED GOODS
Material returned without Sellers permission will not be received or accepted for credit. All carrier charges must be prepaid on return shipment. Seller must be notified of Buyer's intent to return parts within 30 days of shipment.

13. LEGAL FEES
Should legal action be instituted upon this quotation, or the sales agreement resulting therefrom, the Buyer shall pay reasonable attorney fees and court costs as determining by a court of competent jurisdiction.

14. CANCELLATION.
The contract of purchase may not be canceled or terminated prior to completion of Seller's obligations thereunder, or deferment of shipment when ready may not be accomplished except upon Sellers express written authorization, and the written agreement of Buyer to pay Sellers cancellation charges. Cancellation charges will be a remuneration for labor and material and overhead and burden and profit expended by Seller to date of cancellation.