CONDITIONS OF QUOTATION AND SALE

Form 0-722 12/8/08 Rev. D

1. OTHER CONDITIONS OR CHANGES:

Any provisions or conditions of Buyer’s order which are in any way inconsistent with, or in addition to, Seller’s terms and conditions shall not be binding on Seller, and shall not be applicable, except with Seller’s written permission. No changes to or modifications or additions to the terms and conditions on the face or reverse of this form shall be binding upon Seller unless made in writing and signed by a representative of Seller duly authorized for that purpose.

2. ACCEPTANCE:

All orders are subject to acceptance by a duly authorized representative of Seller.

3. TAXES:

Prices do not include Federal, State or local taxes, now or hereafter enacted, applicable to the goods sold, which tax or taxes will be added by Seller to the sales prices and will be paid by Buyer unless Buyer provides Seller with proper tax exemption certificate.

4. FITTING-UP CHARGES:

Where fitting-up charges are specified, all dies and tools manufactured especially for this work will be retained by Buyer’s use, but remain Seller’s property. Seller assumes full responsibility for the upkeep and repair of tools as long as they remain unaltered and in continuous use. If Buyer does not order for a period of one (1) year goods manufactured from such dies and tools , Seller shall have the right to dispose of such dies and tools as Seller’s sole discretion.

5. TITLE AND DELIVERY:

Unless otherwise specified on the face of the order, the goods shall be delivered F.O.B. Seller’s plant, and title thereto and liability for loss, damage or destruction in transit or thereafter shall pass to Buyer upon Seller’s delivery of the goods to a common carrier for shipment to Buyer.

6. CONTINGENCIES:

Seller shall not be responsible for any delay or failure to perform due to causes beyond its reasonable control. These causes shall include, but shall not be restricted to, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war rebellion, labor disputes, labor shortages, transportation, embargoes, or failure or delays in transportation, inability to secure raw materials or machinery for the manufacture of its devices, acts of God, acts of the Federal Government or any agency thereof, acts of any state or local government or agency thereof, and judicial action. Similar causes shall excuse Buyer for failure to take goods ordered by Buyer, other than those already in transit, or those especially fabricated and not readily salable to others.

7. LIMITED WARRANTY AND REMEDY:

Seller warrants products of its own manufacture against faulty workmanship or the use of defective materials for a period of eighteen (18) months from the date of sale by Seller to Buyer or a period of one (1) year from the date of resale by Buyer to Buyer’s customers, whichever is the first to expire. This warranty is the only warranty made by Seller, and is in lieu of all other warranties, expressed or implied, except as to title. The liability of Seller under this warranty is limited solely to replacing, repairing or issuing credit (at Seller’s discretion) for any products which are returned by Buyer during the warranty period provided that (a) Seller is promptly notified in writing upon discovery of such defects by Buyer, (b) the defective product is returned to Seller, transportation charges prepaid by Buyer, and (c) Seller’s examination of such product shall disclose, to its satisfaction, that such defects have not been caused by routine wear and tear, misuse, neglect, improper installation, repair, alteration or accident. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTIAL, INDIRECT OR CONSEQUENTIAL LOSS, EXPENSE, DAMAGE, LOSS OF PROFIT, LOSS OF USE WHATSOEVER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY WARRANTY, CONDITION OR OBLIGATION OF THE SELLER, WHETHER STATUTORY OR OTHERWISE, REGARDING ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, FITNESS FOR PURPOSE OR MERCHANTABILITY, IS HEREBY EXPRESSLY EXCLUDED BY THE PARTIES.

8. NON-WAVER OF DEFAULT:

Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by Buyer, Seller may decline to make further shipments without in any way affecting its right under such order. If, despite any default by Buyer, Seller elects to continue to make further shipments, its action shall not co nstitute a waiver of any default by Buyer or in any way affect Seller’s legal remedies for any such default.

9. FINANCIAL CONDITION:

Seller may cancel this order if, in Seller’s sole judgement, Buyer’s financial condition does not justify the terms of payment specified, in which case, Seller may cancel any unfilled orders unless Buyer shall, upon written notice, immediately pay for all goods delivered or shall pay in advance for all goods ordered but not delivered, or both, at Seller’s option.

10. ASSIGNS:

Any contract made in respect to the sale of goods identified on the face hereof shall be binding upon and ensure to the benefit of the successors and assigns of the entire business and good will of either Seller or Buyer, or that part of the business of either used in the performance of such contract, but shall not be otherwise assignable.

11. COMPLIANCE: WITH FEDERAL, STATE AND LOCAL LAWS:

In the performance of this order, or the order resulting from this quotation, Seller has complied with and will comply with all applicable Federal, State and local laws and ordinances and all lawful orders, rules and regulations thereunder, including but not by way of limitation, the applicable provisions of the Fair Labor Standards Act of 1938 as amended (29 U.S.C Sec. 201- 219), the Walsh-Healy Public Contract Act and amended (41 U.S.C. Sec. 35-45), and the Eight Hour Law of 1912 as amended (40 U.S.C. Sec. 324- 326). Seller agrees that this statement may be considered as the written assurance contemplated by the Fair Labor Standards Act of 1938 as amended that all items delivered hereunder were produced in compliance with applicable provisions of such Act.

12. TERMS:

Net 30 days.

INTEREST CHARGES: On accounts not paid within 30 days from the end of the month in which invoices are rendered,

interest may be charged at the per annum rate of 1% over the New York Bank’s prime rate from time to time in effect, beginning on the first of the month following date on which payment is due.

13. DELIVERY SCHEDULE

Notification of reschedule of orders is required eight weeks or more prior to the acknowledged shipping date. Seller will accommodate requests for reschedule which do not allow for this eight week period with the provision that all work -in-progress will be shipped in accordance with the original acknowledged schedule.

14. CANCELLATION:

Orders may be cancelled at any time subject to a cancellation charge determined by Qualitrol.

15. INSPECTION:

The Buyer shall inspect goods within five (5) business days of receipt of title thereto, and where Buyer fails to inspect the goods within that time, or having inspected the goods within that time, or having inspected any goods, fails to notify Seller of any deficiency or defect within 30 business days of transfer of title to the Buyer, Buyer shall be deemed to have inspected and approved the goods and shall have no claim for damages or other compensation in respect of any damage to or discrepancy in the goods supplied.

16. GOVERNING LAW:

This Agreement is subject to and shall be construed in accordance with the laws of the State of New York, excluding the Sale of Goods Act, or any replacement therefore. Each party consents to the non-exclusive jurisdiction of the Courts of the State of New York with respect to all disputes arising hereunder.

17. PARTIAL INVALIDITY:

Where one or more provisions of this agreement are found to be invalid, unenforceable or void by any court or tribunal of competent jurisdiction, the remaining terms and provisions of this Agreement shall be deemed to be severable from the part so found and shall remain in full force and effect.