TERMS AND CONDITIONS OF SALE

These terms, conditions, and instructions shall apply to all sales made in the United States of America, its territories and possessions by any of the affiliated companies and businesses of Wheaton Industries Inc., (collectively, "Seller") to you ("Buyer") from the date of your receipt of these terms (whether received by mail or by telephone, telefax or other electronic means) until such time as you receive a revised edition of these terms and conditions or other notice from Seller of their revocation. These terms, conditions, and instructions shall apply to all transactions between you and Seller until such further notice unless your written objections are received by Seller within thirty (30) days after you receive this document.
Additional or different terms, conditions, or instructions applicable to a particular sale may be specified in the body of a price quotation or sales acknowledgment from Seller or in an exhibit thereto, and, in the event of a conflict, shall take precedence over these terms, conditions, and instructions. Price and delivery terms applicable to a specific sale of goods or materials may be evidenced by Seller's internal customer order form maintained by Seller, which shall be controlling.

1. INTERPRETATION: If these terms and those of any purchase order of Buyer in connection with any sale conflict, these terms and conditions shall govern. All sales by Seller are specifically limited to these terms and conditions and no additional terms will be accepted and no conditions, oral or otherwise, not specifically incorporated and signed by an authorized representative of Seller's Sales Department shall be effective or constitute a part of the contract of sale between Seller and Buyer.

2. PRICE: Sales of goods and materials shall be at the price last quoted by Seller or at Seller's prevailing list price, if no price has been quoted. The price noted on Seller's internal customer order form maintained by Seller regarding specific orders shall be controlling.

3. DELIVERY: Unless otherwise agreed in writing, all sales shall be F.O.B., Seller's plant. Unless otherwise expressly agreed, Seller shall select the means of transportation and routing. Any specific delivery terms stated on Seller's internal customer order form maintained by Seller shall be controlling. All freight rates stated are those named by the carrier and are stated without responsibility. Buyer is responsible for all rate charges at actual rates in effect at time of shipment. All freight bills are to be paid by Buyer, unless otherwise agreed. Any prepaid charges are payable upon receipt of invoice. Carrier manifest weights taken on scale nearest the loading point shall govern all shipments.

4. TAXES: Any taxes that are or may be levied by the United States or any state or political subdivision thereof on goods or materials subject to any sales contract, or on the sale or purchase thereof, or on incidental transportation charges when the same are paid or required to be paid or collected by Seller shall be billed to and paid by Buyer.

5. WARRANTIES: All goods and materials shall conform to Seller's specifications at the time of shipment from Seller's plant. At Seller's option, Seller will either correct the non-conforming condition or replace any nonconforming goods or materials or issue a credit to Buyer in the amount of the purchase price paid and received for such goods. Buyer shall notify Seller of any claim of nonconformity within ten (10) days after Buyers discovery of such defect. Before any claim of nonconformity will be honored, Seller must be given an opportunity, after receiving notice of Buyer's claim, to inspect the goods or materials claimed to be nonconforming. In no event shall any claim for a breach of warranty be made later than one (1) year after the date of delivery of the goods and materials.

SELLER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, STATUTORY OR OTHERWISE, CONCERNING MATERIALS OR GOODS SUPPLIED UNDER THESE TERMS AND CONDITIONS OR ANY CONTRACT TO WHICH THEY APPLY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF MERCHANTABILITY. THE WARRANTIES GIVEN UNDER THIS SECTION ARE EXCLUSIVELY IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED. SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES.

SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO DEFECTS IN OR NONCONFORMITY OF GOODS OR MATERIALS RESULTING FROM DESIGNS OR SPECIFICATIONS PROVIDED BY BUYER. TECHNICAL ADVICE IS FURNISHED AS AN ACCOMMODATION TO BUYER. SELLER ASSUMES NO LIABILITY FOR TECHNICAL ADVICE AND BUYER ACCEPTS SUCH ADVICE AT BUYER'S SOLE RISK.

6. LIMITATIONS ON CLAIMS: All claims, except for claims for breach of warranty under Section 5, must be made within thirty (30) days after delivery of the goods or materials and failure to do so shall constitute a waiver by Buyer of any such claims. Claims for any damages to goods or materials in transit shall be made against the carrier. No claim or any kind shall be greater in amount than the price of the goods or materials in respect of which the claim is made. Any action for breach of any sales contract to which these terms and conditions apply must be commenced within one (1) year after the cause of action has accrued.

7. ASSIGNMENT: All contracts governed by these terms and conditions shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective representatives, successors and assigns, except that no transfer or assignment by Buyer shall bind Seller without Seller's prior written consent.

8. FORCE MAJEURE: Seller shall not be responsible for any nonperformance or delay in performance as a result of any cause beyond its control, including without limitation, strikes, labor disputes, accidents, breakdowns, inability to secure transportation or materials, fires, floods, weather conditions, delays in transportation or the inability to obtain, at reasonable prices, utilities, raw materials or operating equipment and machinery.

9. APPLICABLE LAW: All contracts governed by these terms and conditions shall be governed by and construed according to the substantive laws of the State of New Jersey. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Contract.

10. SEVERABILITY: If any provision of these terms and conditions or any resulting sales document are found by a court of competent jurisdiction to be prohibited or unenforceable, it shall be ineffective only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision to the extent it is not prohibited or unenforceable, nor shall it invalidate the other provisions hereof, all of which shall be liberally construed in favor of Seller in order to effect the provisions hereof.

NOTE: WHEATON INDUSTRIES INC. RESERVES THE RIGHT TO MAKE SPECIFICATION CHANGES TO ITS CATALOG PRODUCTS WITHOUT NOTIFICATION. AS A RESULT OF CONTINUAL IMPROVEMENTS TO THE DESIGN OF OUR PRODUCTS OR MANUFACTURING TECHNIQUES, PURCHASES MAY NOTICE THAT ITEMS ORDERED AND RECEIVED MAY DIFFER FROM THE DESCRIPTION AND / OR PHOTOGRAPH OF THAT PRODUCT APPEARING IN CATALOG.