GENERAL TERMS AND CONDITIONS

The following General Terms and Conditions (hereinafter “General Terms” or “Agreement”) are applicable to the sale of all Products (as hereinafter defined) by Columbus Powder Coat Company, an Ohio corporation (“Seller”), to purchaser thereof (“Purchaser”). All of the product, products and/or services, or services, the design and/or sale of which is the subject of such Seller’s Proposal (as hereinafter defined) or Purchase Order (as hereinafter defined) are collectively referred to as “Products” and individually as a “Product.” Any amendment, waiver or other alteration by Seller shall be effective only if made in a writing signed by a designated officer or director of Seller, and Purchaser’s attempts to alter such terms and conditions with printed purchase orders, acknowledgments or similar documentation shall be void and are hereby rejected.

In these General Terms, the following words shall have the following meanings: “Purchase Order” means Purchaser’s written or oral purchase orders or similar form delivered to Seller. “Seller’s Proposal” means Seller’s written proposals, estimates, quotations and other similar forms delivered to Purchaser relating to Products.

1. Entire Agreement . Except for certain business terms including, the description of the Product, quantity and price, which will be described in either the Purchase Order and/or Seller’s Proposal as confirmed in writing between the parties, these General Terms constitute a complete and exclusive statement of the agreement between Seller and Purchaser with respect to, and shall exclusively govern, the sale of the Product, and shall continue in effect until terminated in writing by Seller. In the event of a conflict between the terms and conditions contained in the Seller’s Proposal or final order acknowledgement and those contained in these General Terms, the terms contained in the Seller’s Proposal shall govern. Seller’s acceptance of any Purchase Order from Purchaser is subject solely to these General Terms. AS CONSIDERATION FOR SELLER’S SALE OF PRODUCTS TO PURCHASER, PURCHASER AND SELLER AGREE THAT ALL (1) DIFFERENT OR ADDITIONAL TERMS PROPOSED BY PURCHASER ON OR IN CONNECTION WITH PURCHASER’S PURCHASE ORDER FORMS OR OTHER DOCUMENTATION RELATED TO THE ORDER, SHALL NOT APPLY TO THE PURCHASE OF THE PRODUCTS HEREUNDER AND ARE HEREBY EXPRESSLY REJECTED AND SHALL NOT BECOME PART OF THE CONTRACT, AND (2) SELLER’S AGREEMENT TO SELL THE PRODUCTS TO PURCHASER IS CONDITIONED ON AND EXPRESSLY LIMITED TO THESE TERMS.

2. Orders. No Purchase Order shall be deemed to have been accepted by Seller until a written acknowledgment of its acceptance is received by Purchaser from Seller.

3. Payment . Unless otherwise agreed to in writing, all invoices are due and payable net thirty (30) days from date of invoice. All payments shall be made in U.S. dollars. Purchaser’s outstanding unpaid balances shall be subject to a finance charge of one and one-half percent (1.5%) per month until paid in full (or such lower rate as may be the maximum permitted by law). Invoices billed on credit terms are to be paid in cash, wire, ACH funds or check. If Purchaser wishes to pay invoiced balances, after the receipt of Products, by credit card, Purchaser agrees to a payment processing fee of two and three quarters percent (2.75%) of the invoiced amount. Purchaser agrees to pay Seller’s cost of collection (including reasonable attorneys’ fees), if applicable, for any unpaid balances. Payments received may be applied by Seller against any obligation owed by Purchaser to Seller. Seller may refuse or delay shipments if Purchaser fails to timely pay any payments due Seller. If Seller shall, in its sole discretion, deem itself to be insecure regarding Purchaser’s ability to fulfill the terms of payment herein specified, whether due to Purchaser’s financial condition or any other reason, Seller may modify the credit terms herein, including full or partial payment in advance of delivery. Any authorized early payment discounts must be taken at the time of invoice payment and will be calculated from the invoice date to the date payment is received by Seller. Purchaser must provide written notice to Seller within five (5) days of the date of an invoice of any dispute related to the amounts owed pursuant to such invoice. In the event of any dispute, Purchaser is not entitled to withhold payment with respect to any other invoice or any portion of an invoice that is not disputed, and Purchaser will not be permitted to exercise any right of set-off, deduction, counterclaim, abatement or otherwise against any payment due to Seller.

4. Quality/Acceptance . Upon receipt of Products, Purchaser agrees to immediately inspect and/or test the Products. Such inspection or testing shall be completed promptly and in no event later than ten (10) days after delivery of the Products. The Products shall be deemed accepted by Purchaser, and a waiver by Purchaser of any and all claims with respect thereto, unless Purchaser provides Seller, within ten (10) days of after delivery of the Products, a written notice specifying all defects or discrepancies in the quality or quantity of Products. Purchaser shall permit Seller to inspect any Products that Seller rejects as damaged or otherwise nonconforming Products.

5. Setoff . Seller shall have the right at any time and without notice, to set off any liability or obligation of Purchaser to Seller against any liability or obligation of Seller to Purchaser. Under no circumstances will Purchaser have a right of set off against Seller without Seller’s prior written consent.

6. Price & Taxes . Unless otherwise agreed to in writing, all prices are F.O.B. point of origin and cover only the Products expressly specified and, unless otherwise expressly stated or Purchaser provides Seller with valid tax exemption certificates, do not include any freight, taxes, duties, tariffs or other additional costs, all of which shall be borne by Purchaser. Unless otherwise noted in such document, written quotations are valid for forty-five (45) days from issuance. After such 45-day period, prices are subject to escalation in accordance with any cost increases incurred by Seller, and Purchaser agrees to pay such increased price in accordance with these General Terms.

7. Delivery . Unless otherwise specified, Products are shipped F.O.B. point of origin. Title to and risk of loss shall pass to Purchaser upon delivery of Products to carrier or to Purchaser directly. Purchaser shall pay all freight, handling, delivery, special packing and insurance charges for shipments of Products. Choice of carrier and shipping method and route shall be at the election of Seller. Seller shall have the right to deliver all Products covered hereby at one time or in partial shipments from time to time, within the agreed time for delivery. Delivery will not be of the essence and may not be made of the essence by notice. All delivery dates are approximate, and Seller shall not be liable for damages, losses, costs or expenses, including without limitation lost revenues, which arise in connection with the delivery of Products after the delivery date stated on any Seller Proposal, Purchase Order or other document. Purchaser shall not have the right to cancel a Purchase Order for a failure of Seller to meet any delivery times. Delivery dates are further dependent upon the prompt receipt by Seller of all information required by Seller to proceed with work immediately and without interruption.

8. Force Majeure . Seller shall not be liable for delays in delivery or for failure to perform, and will be excused, discharged and released of performance, due to causes beyond the reasonable control of Seller, including, but not limited to, the following force majeure events: acts of God, acts or omissions of Purchaser, acts of civil or military authorities, any rule, regulation, order or other action adopted or taken by any governmental authority, embargos, fire, strikes, power surges or outages, natural gas shortages or supply interruptions, epidemics, pandemics, quarantine restrictions, flood, natural disasters, riot, war, delays in transaction or inability to obtain necessary labor, materials or supplies upon which Seller is dependent or any cause which renders Seller’s performance commercially impractical under Section 2-615(a) of the Uniform Commercial Code, as amended.

9. Cancellation . Once an order is accepted by Seller, it may not be cancelled or changed by Purchaser, nor shall Purchaser be entitled to delay shipment or performance, except with the written consent and upon terms and conditions approved by Seller in writing. If Seller consents to the cancellation of an order for Products pursuant to the foregoing sentence, Purchaser shall pay to Seller within five (5) days of such cancellation, all costs and expenses incurred by Seller in connection with Purchaser’s order (including without limitation, any restocking fee and reasonable cancellation charges) on an amount not less than fifteen percent (15%) of the canceled order and all losses and damages, including loss of profit and costs of all labor and material used. Any extra cost incurred by Seller to meet Purchaser’s request for rescheduling/cancellation will be Purchaser’s responsibility.

10. Limited Warranty; Exclusive Remedy . Seller warrants that the Products will conform to Seller’s specifications, as in effect at the time of shipment, and are free from defects in material and workmanship for a period of thirty (30) days from the date of shipment. Seller’s sole obligation under this warranty shall be at its option to repair or replace any Product or part thereof which proves to be other than as warranted; provided that written notice of the alleged defect shall have been given by Purchaser, within ten (10) days after discovery thereof, to Seller prior to thirty (30) days from the date of shipment to Purchaser. This warranty does not extend to any Products or parts thereof which have been installed, operated, maintained, repaired, improperly stored or altered improperly or which have been the subject of misuse, accident or neglect; nor does the warranty apply to normal wear and tear resulting from use of the Products. Seller also warrants that it will convey good title to the Products and that such Products will be delivered free of any security interest or other lien or encumbrance.

EXCEPT AS SET FORTH IN THIS SECTION 11, SELLER EXCLUDES ALL OTHER WARRANTIES AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS. SELLER DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF THE PRODUCTS OR THE FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE OR USE OF PURCHASER AS WELL AS ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS ARISING BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. SELLER FURTHER DISCLAIMS ANY WARRANTY WITH RESPECT TO THE CONFORMANCE OF THE PRODUCTS WITH ANY REQUIREMENTS OR SPECIFICATIONS PROVIDED BY PURCHASER, UNLESS THE CONFORMANCE WITH SUCH REQUIREMENTS OR SPECIFICATIONS HAS BEEN SPECIFICALLY AGREED TO BY SELLER IN WRITING. Any course of action for breach of the foregoing warranty shall be brought within one (1) year from the date the alleged breach was discovered or should have been discovered, whichever occurs first.

11. Limitation of Liability . IN NO EVENT SHALL SELLER’S LIABILITY RELATING TO A PRODUCT OR PRODUCTS ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT LIABILITY, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE PURCHASE PRICE OF SUCH PRODUCT OR PRODUCTS.

12. Disclaimer of Consequential Damages; Purchaser Indemnity . IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION, BREACH OF ANY OBLIGATION OR WARRANTY IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY TO ANY PERSON, OR LOSS OF OR DAMAGE TO ANY PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED THROUGH THE USE OF THE PRODUCTS), DAMAGES OR LOSSES RESULTING FROM CLAIMS OF OTHER PERSONS AGAINST PURCHASER, OR DAMAGES OR LOSSES SUSTAINED AS THE RESULT OF WORK STOPPAGE. PURCHASER SHALL INDEMNIFY SELLER, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AGAINST ALL LIABILITY, COST OR EXPENSE WHICH MAY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH LOSS, DAMAGE OR INJURY.

13. Compliance with Laws . Purchaser represents and warrants that Products will not be used, resold, transferred, exported or reused in any way by Purchaser in violation of any laws, regulations of any federal, local, state or other governmental entity including export/import controls imposed by the U.S. Government (collectively, the “Regulations”). In the event Purchaser knows or is aware of any Regulation that would adversely impact the transaction(s) contemplated by Seller’s Proposal and/or Purchaser’s Purchase Order, Purchaser shall immediately advise Seller of the same. If the Seller, in its sole discretion, determines that the effect of the Regulations is a material increase in Seller’s risk with respect to such transaction, the Seller may, without cost, liability or penalty of any kind, withdraw Seller’s Proposal and/or revoke its acceptance of Purchaser’s Purchase Order.

14. Disputes/Governing Law/Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without reference to conflicts of law principles. Any controversy or dispute between Seller and Purchaser arising out of or in any way related to this Agreement not otherwise resolved between Seller and Purchaser shall be resolved in a court sitting within the State of Ohio, Franklin County, and Purchaser consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

PURCHASER AND EACH OTHER PERSON SIGNING THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH, THIS AGREEMENT OR ANY OTHER AGREEMNT RELATING HERETO.

Any actions to enforce the failure of Seller to perform any of its obligations under this Agreement must be commenced within one (1) year of the date of delivery or non-delivery of the Product to Purchaser.

15. Prepayment . All indebtedness of Purchaser under this Agreement may be prepaid in whole or in part at any time. No partial prepayment shall affect the obligation of the Purchaser to make any payment of principal or interest due under this Agreement until all indebtedness has been paid in full.

16. Termination . This Agreement may be terminated by either party by giving the other party sixty (60) days written notice. If, at the sole discretion of Seller, it becomes apparent the Purchaser is or will be unable to meet its financial obligations to Seller, or if Purchaser fails to comply with the terms and conditions imposed by this Agreement or any other agreement between Purchaser and Seller, then Seller shall have the right in its sole discretion to immediately terminate this Agreement and any Purchase Order accepted hereunder and demand payment in full or satisfactory security by giving Purchaser fifteen (15) days notice of termination. All applicable terms and conditions hereof including, but not limited to Sections 11, 12, 13, 14 and 15, and all obligations of Purchaser and of each person signing this Agreement to repay the indebtedness owed at the time of termination, shall survive the termination of this Agreement for the purpose of determining and resolving any and all rights, obligations and disputes hereunder that are not resolved before the date of termination.

17. Guaranty : In consideration of and to induce Seller to extend credit to the Purchaser, the Purchaser, and each person signing this Agreement, jointly, severally, and unconditionally guarantees full and prompt payment when due of all of Purchaser’s indebtedness and liabilities to Seller whether now or hereafter existing including without limitation, attorney fees, costs of collection, and interest at the maximum rate allowed by law in the event of default on any debt to Seller.

18. Confidentiality . The parties acknowledge and agree that this Agreement and all information concerning this Agreement are confidential and will not be disclosed to any third party without the mutual written consent of all affected parties.

19. No Usury . Nothing contained in this Agreement shall be construed to permit Seller to receive interest, fees or other charges in excess of the amounts which Seller is legally entitled to charge and receive under any law to which such interest, fees or charges are subject. In no event shall the compensation payable to Seller by the Purchaser exceed the highest rate permissible under any law to which such compensation is subject. In the event any compensation in excess of the highest rate permissible is charged by Seller or paid by the Purchaser, such excess shall be deemed applied by Seller toward reduction of the outstanding principal balance. If no principal balance is then outstanding, the person making payment shall be entitled to an immediate return of such excess.

20. General . This Agreement shall be governed by the laws of the State of Ohio, without regard to conflicts of laws principles thereof. Purchaser may not assign its rights under this Agreement or any Purchase Order without the prior written consent of Seller. Seller may assign its rights under this Agreement or any Purchase Order to any person that purchases some or all of its business. There are no third party beneficiaries of these General Terms. This Agreement shall be binding upon and inure to the benefit of Purchaser and Seller, their successors and permitted assigns. No waiver by either party of any breach of these General Terms shall constitute a waiver of any other breach. If any provision hereof is held to be invalid or otherwise unenforceable for any reason, all other terms and remaining conditions will continue to be in force. Any clerical errors are subject to correction.

All Proposals and Purchase Orders are subject to the warranties, warranty disclaimer, terms and conditions appearing herein and Purchaser agrees to be bound thereby.