TERMS AND CONDITIONS

Acceptance

The terms and conditions of this order become the exclusive and binding agreement between Wall Industries, Inc. (herein known as Wall) and the Buyer covering the purchase of the goods. All orders entered into with Wall are binding on the Buyer as of the date the Buyer's order is received by Wall (subject to the 72 hours in "Objections to Agreement"). Acceptance of this order is expressly limited to the terms stated in this document, and no other terms are applicable. Additional or different terms will not be applicable unless agreed upon in writing by the Buyers and the General Manager of Wall Industries, Inc.

Terms of Payment

Net 30 days from date of shipment unless otherwise expressly agreed upon in writing by Wall (subject to credit approval).

Late Charges

If any payments are not paid within 10 days of the due date, the customer shall be responsible and pay to Wall, on demand, a late charge thereon from the due date until payment in an amount equal to the lesser of an annual rate of 20% or the maximum rate permitted by law.

Limitation of Liability/Warranties of Compliance

In no event, whether as a result of breach of contract or warranty, tort (including negligence) or otherwise shall Wall be liable for any consequential, incidental or exemplary damages, including, without limitation, any loss of profit or revenue, loss or use of any equipment, or downtime costs. NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WILL APPLY TO GOODS SOLD UNLESS THE PARTIES SHALL OTHERWISE AGREE IN WRITING. Any oral statements about the order do not constitute warranties and shall not be relied upon by the customer and are not part of this agreement. WALL INDUSTRIES STANDARD PRODUCT IS GUARANTEED FOR TWO YEARS FROM THE PURCHASE DATE AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP. WALL FURTHER GUARANTEES THAT THESE PRODUCTS ARE FUNCTIONING PROPERLY AND HAVE BEEN TESTED IN CONFORMANCE TO MEET THE REQUIREMENTS OF THESE PRODUCTS IN APPLICATIONS FOR WHICH THEY WERE INTENDED. WALL SPECIFICALLY DOES NOT GUARANTEE THE PERFORMANCE OF THESE PRODUCTS IN APPLICATIONS FOR WHICH THEY MAY NOT BE APPROPRIATE. THE BUYER MUST PROPERLY NOTIFY WALL OF ANY DEFICIENCIES IN THE PRODUCT WITHIN 7 DAYS OF DISCOVERY OF SUCH DEFECT. ANY DEFECTIVE UNIT WILL BE REPAIRED OR REPLACED UNDER THE TERMS OF THE WARRANTY PROVIDED THAT THE UNIT HAS NOT BEEN OPERATED OTHER THAN IN ACCORDANCE WITH ITS SPECIFICATIONS AND/OR HAS NOT BEEN MISHANDLED, OR PHYSICALLY DAMAGED. IF THE BUYER FAILS TO GIVE TIMELY NOTICE OF DEFICIENCY , SUCH FAILURE SHALL BE DEEMED TO CONSTITUTE ACCEPTANCE OF THE GOODS BY THE BUYER. IN NO CASE SHALL THE LIABILITY OF WALL EXCEED THE ORIGINAL PURCHASE PRICE OF THE PRODUCT. THIS WARRANTY IS EXTENDED DIRECTLY BY WALL AND IS THE SOLE WARRANTY APPLICABLE. ANY WARRANTIES OR GUARANTEES ORAL, WRITTEN, EXPRESSED OR IMPLIED ARE NOT RECOGNIZED BY WALL.

Certificate of Compliance

Wall Industries, Inc. hereby certifies that materials and/or product furnished have been manufactured in accordance with applicable specifications, requirements, and we further certify that all units supplied have satisfactorily met all functional requirements.

Returns

In the event the product must be returned to Wall, a valid RMA (return material authorization) number must be obtained. Such RMA numbers shall be properly identified on the shipping label. If Wall does not receive the goods within 30 days of issuing a RMA number, Wall will invalidate the original RMA number and a new number must be obtained. Returns without an authorized RMA number will be refused by Wall. All warranty returns are for credit or replacement ONLY. Out of warranty products will be charged a minimum of $175 or $35 per hour for failure analysis and/or a minimum of $100 or $38 per hour labor and overhead plus material costs for test and repair items.

Taxes

Prices do not include any taxes or any other charges imposed by any governmental authority in connections with this transaction. Taxes will be added to the invoices as required by law to be billed and collected. These taxes will be paid by the Buyer unless the Buyer provides a proper tax exemption certificate.

Miscellaneous

All terms and conditions are subject to the laws of New Hampshire. Wall Industries, Inc. reserves the right to ship +/- 3% of the total order. Minimum billing is one hundred dollars per invoice. Read and record test data by customer request, $25.00 per unit. The name listed on the purchase order is the responsible party.

Pricing

Price is subject to change without notice and does not include packaging and freight.

Minimum Order

The minimum order is $95 per purchase order.

Product Specifications

Product specifications are subject to change without notice as long as it does not change the form, fit, and function of the product specified on Wall's publised data sheets.

Title/Ownership

Wall retains the title until the invoice is paid in full. The customer is responsible for risk of loss until passage of such title to the customer. The customer hereby grants Wall a security interest in the goods purchased as a security for its obligations. Risk of loss shall pass to the Buyer upon delivery of the goods to the common carrier.

Objections to Agreement

If the customer objects to any terms and conditions of the Agreement, the Customer shall notify Wall in writing of the Customer's specific objections within 72 hours after receipt of the Agreement.

Delivery

All orders are F.O.B. shipping point. Shipment will be made as specified by the Customer. If not specified, the best available method will be used.

Order Cancellation

All orders entered into with Wall are binding and are subject to a cancellation charge if canceled upon the commencement of performance as defined under the "Acceptance Section". The normal cancellation charge is 50% for standard product, 70% for semi-custom product, and 100% for custom product, but may be higher depending on expenses incurred and commitments made by Wall. Cancellations made within 12 weeks of delivery date will result in a 100% cancellation charge.

Reschedules

Reschedules will not be accepted by Wall within 12 weeks of scheduled delivery date.