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T&C: Terms and Conditions

1. Acceptance. Granzow, Inc ("Company) hereby offers to sell the products described on the front side hereof ("Products") pursuant to the terms and conditions of sale stated on the front side and specified below and to no others (the 'Terms and Conditions'). Company's sale and delivery of the Products is expressly conditional on Purchaser's acceptance of these Terms and Conditions, and Company expressly rejects all different and additional Terms. Any purchase order received by Company which conforms in price, quantity and product description to the equivalent terms of this quotation will be deemed an offer to purchase pursuant to all the terms and conditions of this quotation. ALL CONTRARY OR ADDITONAL TERMS AND CONDITONS OF PURCHASE OR SALE STATED IN ANY PURCHASE ORDER OR OTHER COMMERCIAL DOCUMENT PREPARED BY PURCHASER AND NOT EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF SELLER ARE HEREBY REJECTED BY COMPANY AND DEEMED WAIVED BY PURCHASER. All orders received by Company are subject to final acceptance or confirmation by Company and no terms or orders are binding upon Company until so accepted.

2. Shipments and Deliveries. All Shipments shall be made via common, contract or other carrier or any other reasonable means chosen by Company. Unless otherwise specified in writing by Company, all deliveries are F.O.B. Company's warehouse (UCC Terms). Delivery shall occur and title and all risk of loss shall pass to Purchaser upon the earliest to occur of the following: (a) Purchaser takes possession of the Products; (b) the Products leave Company's premises to be delivered to Purchaser; or (c) the Products are placed in the possession of a common, contract, or other carrier to be delivered to Purchaser. All delivery schedules and dates given by Company are estimates only. Partial deliveries are permissible. The Company will not be liable for any delay in the performance of orders or contracts, or in the delivery of shipments of products, or for any consequential, incidental, special or any other damages suffered by the Purchaser by reason of such delay. Delivery is subject to Purchaser maintaining credit satisfactory to Company. Company may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial prepayment, adequate to Company in its discretion of Purchaser's ability to pay. Failure to provide such assurances shall entitle Company to cancel this contract without further liability or obligation of Company to Purchaser.

3. Prices. Unless otherwise specified, prices are quoted F.O.B. Company's Warehouse (UCC Terms). If Company agrees to arrange the delivery or shipment of the Products, Purchaser shall pay all associated costs. Prices do not include installation, training or set-up fees; nor do they include sales, use, excise, privilege or any other tax levied by any government. Any such tax shall be paid by Purchaser.

4. Terms and Payment. Unless otherwise agreed in writing by Company, the purchase price shall be due and payable in full by the Purchaser immediately upon receipt of the Company's invoice. In the event that Company extends credit, the invoices shall be due and payable as stated on the face hereof. Extension of credit may be changed or withdrawn by Company at any time. Invoices not paid within thirty (30) days after their receipt by Purchaser or within ten (10) days of the expiration or withdrawal of credit terms will be subject to carrying charges. Carrying charges shall accrue and be added to the unpaid balance in the
amount of one and one-half percent (1-1/2%) per month of any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Purchaser shall reimburse the Company for the costs of collection, including reasonable attorneys' fees, or any overdue amount owed by Purchaser to the Company, and such collection costs shall also be subject to carrying charges. Purchaser may not hold back or set-off any amounts owed to Company in satisfaction of any claims asserted by Purchaser against Company. No partial payment by Purchaser shall constitute an accord and satisfaction or otherwise satisfy the entire outstanding balance of any invoice of Purchaser, not withstanding any notation or statement accompanying that payment.

5. Returned Goods and Claims. Within (10) business days after receipt by Purchaser of Products, Purchaser must give written notice to the Company of any claim by it based upon the condition, quantity, or grade of the Products or of any claimed nonconformity with Purchaser's specifications, which notice must Indicate the basis of Purchaser's claim in detail and identify the Products at issue. The failure of Purchaser to comply with this Paragraph shall constitute irrevocable acceptance by Purchaser of the Products delivered and shall bind Purchaser to pay to Company the full price of such Products.

6. Cancellation/Changes. An order once placed with and accepted by the Company can be cancelled or changed by Purchaser only with the written consent of the Company and upon terms that will indemnify the Company against any loss.

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7. Express Warranty. Company warrants that the Products sold to Purchaser will be free from defects in material or workmanship for a period of ninety (90) days from the date of delivery, and Company will repair, or in its sole discretion, replace, any Product or part thereof found to be defective at the time of delivery if such Product or part is returned (at Purchaser's expense and risk) and received by the company within one hundred (100) days after date of delivery. Descriptions, representations, and other information concerning Company Products contained in Company's catalogs, advertisements, or other promotional materials or statements made by company sales agents or representatives shall not be binding upon company and shall not be part of this limited warranty unless expressly identified in writing as Product specifications. This limited warranty does not cover normal maintenance or items consumed during normal wear and tear, use under circumstances exceeding specifications, abuse, unauthorized repair or alteration, lack of proper maintenance or damage caused by natural causes such as fire, storm, or flood. This limited warranty is Purchaser's exclusive remedy and covers only standard catalog items. It shall not be deemed to have failed of its essential purpose so long as Company is willing and able to repair or replace defective Products in the manner specified. No allowance will be made for repairs made by Purchaser.

8. DISCLAIMER OF WARRANTIES.EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH 7 ABOVE, COMPANY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE GOODS, AND IN PARTICULAR DISCLAIMS ALL RESENTATIONS, AND WARRANTIES: (A) AS TO THE DESIGN, QUALITY OR CONDITION OF THE PRODUCTS; (B) AS TO THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN THE PRODUCTS; (C) AS TO MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE; (D) AS TO THE SUITABILITY OF THE PRODUCTS FOR PURCHASER'S OPATIONS. COMPANY MAKES NO WARRANTIES OR GUARANTEES REGARDING THE PRODUCTION OR PERFORMANCE PURCHASER OR ANY PERSON OR ENTITY MAY OBTAIN FROM THE PRODUCT. IN NO EVENT SHALL COMPANY'S LIABILITY TO PURCHASER EVER EXCEED THE PURCHASE PRICE OF THE ALLEGEDLY DEFECTIVE PRODUCT. COMPANY SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, EQUENTIAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES AND PROFITS, WHETHER ARISING FROM ANY DEFECT IN THE PRODUCTS, ANY USE OF THE PRODUCTS, FROM PURCHASER'S INABLIITY TO USE THE PRODUCTS, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE. EXCEPT AS OTHERWISE PROVIDED, COMPANY SHALL NOT BE LIABLE FOR THE TRANSPORTATION, LABOR OR OTHER CHARGES FOR ADJUSTMENTS, REPAIRS, REPLACEMENTS OF PARTS, INSTALLATION, OR OTHER WORK, WHICH MAY BE DONE UPON OR IN CONNECTION WITH THE PRODUCTS,SOLD.

9. Safety Devices. In operating or using the Products, Purchaser shall, and shall instruct its customers who may purchase the Products, to follow all procedures and warnings, if any, recommended by Company at any time before or after sale. Should Purchaser fail to do so, or if Purchaser shall fail to maintain the Products in accordance with the Company's recommendations, Purchaser will indemnify and hold Company harmless from any risk, liability, or obligation to persons injured directly or as a proximate result of such failure.

10. Security Agreement. Purchaser hereby grants to Company a continuing purchase money security interest in all Products sold or delivered to Purchaser and to the proceeds thereof. As a condition precedent to any delivery of Products to Purchaser, Purchaser shall execute and deliver any financing statements, filings and other documents that the Company may reasonably require to perfect its security interest. Purchaser hereby authorizes the Company to do all other acts reasonably necessary for the establishment, perfection, preservation and enforcement of its security interest. Purchaser shall maintain adequate insurance against casualty, loss, fire or theft of Products for so long as the security interest is in effect. Purchaser's failure to make payments when due and all actions by Purchaser that jeopardize Company rights in the Collateral shall be events of default giving Company all rights and remedies to accelerate Company's debts, collect payments due or payable hereunder and attach and foreclose on the collateral.

11. Limitations. Any action or proceeding by Purchaser arising out of or relating to these Terms and Conditions or the Products will forever be barred unless commenced within one (1) year after such cause of action has accrued, unless the applicable Statute of Limitations provides for a shorter time period.

12. Choice of Forum. Venue. and Consent to Jurisdiction. Any controversy relating to the Products or to these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of North Carolina, excluding its conflict of law principles. The United Nations Convention on the International Sale of Goods is expressly excluded and shall not apply. Any action or proceeding relating to this Agreement or its enforcement shall be commenced and heard only in Mecklenburg County, North Carolina or the United States District Court for the Western District of North Carolina. Purchaser hereby consents and submits to the jurisdiction and venue of those courts.

13. Entire Agreement. Purchaser and the Company acknowledge that these Terms and Conditions, together with Company's invoice, constitute the entire agreement between the Purchaser and the Company with regard to the sale or transfer of the Products and supersede all previous or contemporaneous agreements, understandings, usages of trade, and courses of dealing, whether written or oral. These Terms and Conditions may not be amended, modified, or supplemented except by written agreement executed by the Purchaser and the Company. The provisions of this Agreement are hereby deemed by the parties to be severable and the invalidity of one provision shall not affect the validity or enforceability of any other provision.