TERMS AND CONDITIONS OF SALE - MANUFACTURING (Rev. 10-14-08)

All Sales of C2R Global Manufacturing Products are subject to the terms and conditions herein.

ACCEPTANCE OF TERMS AND CONDITIONS: No order shall be binding upon C2R Global Manufacturing until accepted in writing by C2R Global Manufacturing at its principal office. Any acceptance of a customer's order by C2R Global Manufacturing is conditioned upon the customer assenting to the terms and conditions set forth herein which shall be deemed a part of such order. No modifications of or additions to the terms and conditions herein will be recognized by C2R Global Manufacturing, nor shall any order accepted by C2R Global Manufacturing be altered or modified by the customer, unless specifically agreed to in writing by an office of C2R Global Manufacturing. The failure of C2R Global Manufacturing to object to a different or other provision contained in any purchase order or other communication of the customer shall not be construed as a waiver of the terms and conditions herein, nor an acceptance of any such provision. No order accepted by C2R Global Manufacturing may be canceled or terminated by the customer except with the written consent of C2R Global Manufacturing and then only upon payment of C2R Global Manufacturing's reasonable cancellation charges, including incurred expenses and commitments made by C2R Global Manufacturing.

QUOTATIONS: Any written quotation shall automatically expire unless accepted by the customer within 30 days from the date quoted. Any quotation is subject to change with or without notice within said 30-day period prior to acceptance of the written order by C2R Global Manufacturing. Verbal quotations by C2R Global Manufacturing expire within 24 hours. All prices are subject to change without notice, except orders accepted and acknowledge at C2R Global Manufacturing' principal office prior to price change, provided always, if delivery is delayed by acts or omissions to act upon the part of the customer, prices shall be those in effect when the customer takes such action as required of it. Any addition to an outstanding order will be accepted at prices in effect when the addition is accepted by C2R Global Manufacturing. Prices shown in any C2R Global Manufacturing catalogue, publication or website shall not be construed as a definite offer to self and is subject to a specific price quotation.

WARRANTY: C2R Global Manufacturing warrants that products sold hereunder will be free from defects in materials, and workmanship and in conformity with customer’s and/or C2R Global Manufacturing’s’ specifications, as of the date of shipment, and at no other time.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES (EXCEPT TITLE) INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.

C2R Global Manufacturing will in no case be responsible for special or consequential damages or any other obligation or liability whatsoever with respect to products manufactured and furnished by it. It is expressly understood C2R Global Manufacturing's liability is limited to the repair or replacement of products defective in materials or workmanship, or that fail to conform to customer’s and/or C2R Global Manufacturing's specifications as of the date of shipment.

CHANGES IN C2R GLOBAL MANUFACTURING'S PRODUCTS: C2R Global Manufacturing reserves the right to make reasonable changes in any of its products without notice to the customer, or change in catalogue number and to deliver revised designs or models against order, unless the customer, prior to C2R Global Manufacturing' acceptance in writing of the customer's order, supplies C2R Global Manufacturing materially different samples or detailed specifications, drawings or data, from that of the changed product.

DELIVERY AND DELAY: The anticipated date of delivery is approximate from the date the order is accepted by C2R Global Manufacturing. C2R Global Manufacturing shall not be liable and held harmless for any delay in delivery due to any cause beyond C2R Global Manufacturing's reasonable control, such as an act of or failure to act by customer, a governmental act, rule, regulation or request, and act of God, fire, theft, flood, epidemic, quarantine restrictions, war, riot, strike, slow down, embargo, delay in transportation, lack of materials, labor or manufacturing facilities. Furthermore, customers understand their product may be manufactured in foreign or communist countries; actions noted above may prevent delivery in partial or whole of any assets including tooling. In the event of any such delay the date of delivery shall be extended for a period equal to the time loss because of the delay.

CLAIMS: Claims for errors, shortages, defective materials and workmanship will not be entertained by C2R Global Manufacturing unless made within 30 days after receipt of C2R Global Manufacturing' products. No claim for special or consequential damages will be recognized or considered. Returned goods shipped to C2R Global Manufacturing without prior written authority will be refused and returned to the sender at his expense.

TAXES: C2R Global Manufacturing's prices do not include tax or other governmental charge levied upon or measured by the transaction between C2R Global Manufacturing and the customer, and such tax or charge shall be paid by the customer in addition to the prices quoted or invoiced.

TERMS OF PAYMENT: Quoted prices are Net 30 from date of C2R Global Manufacturing's invoice, F.O.B., point of manufacture. If in C2R Global Manufacturing's sole judgment a customer's financial condition at any time does not justify selling a customer an open account, C2R Global Manufacturing may require full or partial payment in advance before proceeding with the order. If the customer defaults in any payment when due then the entire price shall become due immediately and payable upon demand or C2R Global Manufacturing may at its option without prejudice to other lawful remedies defer delivery or cancel the order.

TOOLING: Customer shall own all tooling as noted in PO. The customer understands that ancillary tooling and fixtures may be engineered or developed by C2R Global Manufacturing to streamline the manufacturing or assembly of their product. These tools have been created using a certain amount of engineering and proprietary techniques and are subsequently not for sale.

PATENT INDEMNITY: Buyer shall hold Seller harmless against any expense or loss resulting from infringement of patents or trademarks arising from compliance with Buyer's design, specifications or instructions.

RETURNS: No returns will be accepted without proper sales authorization.

PURCHASE ORDER APPROVAL: Client does hereby warrant and represent that any person approving the estimate via email, PO signature, or issuing a PO according to this proposal on behalf of Client has the authority to bind Client to these terms and conditions. Furthermore, issuance of initial payment will be considered approval to proceed with program.

TERMS SUBJECT TO CHANGE: The terms are specific to orders placed before the noted revision date. The terms are subject to change without notice. Please print these terms and retain with each Purchase Order.