<%@LANGUAGE="VBSCRIPT" CODEPAGE="1252"%> 1. AGREEMENT
The terms and conditions contained in this order shall constitute the sole and exclusive agreement between Buyer and Seller pertaining to the goods and/or services order, and this order shall supersede any terms or conditions of any purchase order made by Buyer. Nothing contained herein may be modified or amended except by a written instrument signed by both parties expressly stating that it is the intention of the parties to modify or amend this order. No prior course of dealing or trade usage shall affect this order or be admissible to explain, modify or contradict the terms hereof.

2. ACCEPTANCE
This order is subject to the approval of Seller's Credit Department and to acceptance in writing by Seller at its offices.

3. PRICES
All prices are subject to change prior to shipment without notice to Buyer. Buyer will be billed by Seller at Seller's prices in effect at the time of shipment. Seller reserves the right to correct the price on any sales order, delivery ticket, or quotation due to typographical or mathematical error

4. DISCOUNTS
If so indicated on the reverse hereof, a discount of the purchase price is allowed by Seller to Buyer if paid on or before the tenth day following the date of Seller's invoice. No discount is allowed if any earlier dated invoices have not been paid in full or on sales of used materials or on rentals. All invoices are due net 30 days from invoice date unless otherwise stated on invoice.

5. PAYMENT
All sums owing by Buyer to Seller shall be payable at Seller's offices in the city where order was accepted by Seller and such sums shall bear interest at the maximum rate permitted by law from their due date. Seller may, at any time, require payment in advance prior to shipping goods or providing services to Buyer. Buyer's statement of "payment in full" or any such

similar statement, or Seller's endorsement on any check, draft or other method of payment, or any acceptance of a payment accompanied by a letter from Buyer shall not be deemed an accord and satisfaction, and Seller may accept and negotiate any such check, draft or other payment without prejudice to Seller's right to demand and recover the balance of such amount actually otherwise due and owing.

6. SECURITY
To secure the payment of the goods ordered hereby and any additional sums that Buyer may owe to Seller as a result of Buyer's default hereunder, Buyer hereby grants to Seller a security interest in Buyer's right, title and interest, now existing and hereafter arising in the goods ordered hereby and in all proceeds thereof, upon Seller's request, Buyer agrees to execute such financing statements as Seller may require pertaining to the security interest herein granted, and Seller shall have all of the rights of secured party under Article 9 of the Uniform Commercial Code.

7. DISCLAIMER OF WARRANTIES
THE GOODS ARE BEING SOLD BY SELLER WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO THE MERCHANTABILITY OF THE GOODS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, except Seller warrants, for a period of 90 days from the earlier of delivery to the point of destination or to Buyer's truck, that the goods shall conform to the description of the reverse hereof.

Seller's liability for any claim of breach of warranty is limited to repair or replacement, FO.B, point of manufacture of such goods as are non-conforming or, at Sellers option, Seller may allow Buyer credit for such non-conforming goods upon Buyer's return thereof to Seller. The description on the invoice hereof is subject to such manufacturing variations and tolerances as are recognized by industry practice, NO AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND SELLER TO ANY AFFIRMATION REPRESENTATION OR WARRANTY CONCERNING THE GOODS

8. SHIPMENT, RISK OF LOSS AND TITLE
Unless stated otherwise on the face of the order, shipment of the goods to Buyer shall be on the basis of F.O.B Seller's point of shipment, and at Buyer's risk of loss after acceptance for shipment by common carrier or Buyers truck

9. RETURNS
Buyer shall not have the right to return goods to Seller without Seller’s prior written authorization Seller will credit Buyer the amount of the invoice price associated with any goods for which written authorization is given or the current market value of such goods, whichever is less, Buyer shall pay all transportation charges associated with the return of such goods to Seller.

1O. EXCUSABLE DELA YS
Seller shall not be charged with any liability for delay or non-delivery of goods due to any cause beyond Seller's control.

11. TAXES
All taxes (other than Income or excess profit taxes) which may be imposed by any taxing authority arising from the manufacture, sale, delivery or use of the goods and for which Seller may be held responsible for collection or payment, either on its own behalf or that of Buyer, shall be paid Buyer to Seller upon Seller's demand,

12. CANCELATION
Seller reserves the right to cancel all or any part of the undelivered portion of this order if Buyer fails to make timely payment for the goods ordered hereby or under any other order between Seller and Buyer,

13. ASSIGNMENT
Buyer shall not, in whole or in part, assign or transfer any interest herein or delegate any obligation hereunder without the prior written consent of Seller.

14. LIABILITIES
In no event shall Seller be liable for consequential damages arising from any delay or default in delivering the goods ordered hereby, regardless of cause, or from the failure of such goods to correspond in any manner to the description contained in this order.

15. ATTORNEY'S FEES
Buyer shall pay Seller reasonable attorney's fees and all costs and expenses of collection should it become necessary for Seller to take action to collect any sums due from Buyer to Seller hereunder.

16. INTERPRETATION
All orders shall be governed by and construed in accordance with the laws of the State of Texas.

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