1. Acceptance.

The following terms and conditions of sale are applicable to all quotations and purchase orders and are the only terms and conditions applying to the sale of Seller's products or services except those which relate to prices, quantities, delivery schedules, and the description and specifications of the products. Seller hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to a purchase order. Buyer's acceptance of products or services called for in said purchase order shall constitute its acceptance of the following terms and conditions.

2. Billing and Payment.

      (a) Payment shall be due upon the later of receipt of invoice or delivery of the goods ordered unless otherwise
agreed to in writing by Seller. Seller reserves the right to assess service charges of one and one-half percent (1-
1/2%) per month on overdue accounts. However, if in Seller's opinion, Buyer's financial condition reasonably
appears to call for such action, Seller may require payment in advance.

      (b) Prices quoted are exclusive of, and Buyer agrees to pay, any foreign, federal, state or local excise,
sales, use, personal property or any other taxes or duties, excepting only taxes based on Seller's income. Any
certificates or other evidence of applicable exemptions to such taxes or duties must be made available to Seller
prior to invoicing or such taxes or duties will be charged to Buyer; provided, however, that if Seller does not
collect such items from Buyer and is later requested or required to pay the same to any taxing authority. Buyer
will promptly make such payment to Seller or, if requested by Seller, directly to such taxing authority. Pricing is
subject to change based on information and/or requirements which are presently unknown or are changed during
the project.

      (c) If any particular invoice is not paid when due, Buyer agrees to pay all collection costs if this account is referred
outside for collection or, if suit is brought to collect this account, Buyer agrees to pay all costs and reasonable
attorneys' fees, including ail costs and reasonable attorneys' fees incurred on any appeal to an appellate court.

3. Changes.

Orders arising hereunder may be amended at the request of either party from time to time by written change order signed by the parties setting forth the particular changes to be made and the effect of such changes on the price and time of delivery. A charge will be made for changes in drawings and/or design required after installation and/or set-up has been made by reason of incorrect tolerances furnished or deviations from the specifications submitted and/or arising from causes beyond our control to include, but not limited to: misaligned, maladjusted, or malfunctioning existing tie-in equipment, inadequate support systems, improper installation, modification or damage.

Seller reserves the right to terminate such orders without obligation to either party if it is not possible to meet the required specifications.

4. Place of Delivery and Method of Tender.

(a) All prices are F.D.B. Seller's plant unless otherwise agreed to in writing by Seller. Seller shall arrange for
transportation of the goods ordered by an appropriate means of transportation. Buyer agrees to pay all
transportation charges incurred after the goods are delivered to the carrier, unless otherwise agreed to by Seller.

(b) Where Buyer furnishes special transportation instructions, any special expense is to be borne by the Buyer,
including special handling, packaging and additional freight charges.

(c) When "export packing" is required, any extra charges such as export duties, licenses, fees and the like shall be
borne by Buyer.

(d) Risk of loss of or damage to the goods or any part of the goods shall pass to the Buyer upon delivery to carrier
at the point of shipment, and Buyer shall have the responsibility of filing any damage claims with the carrier.

(e) If the goods are to be exported, this order is subject to Seller's ability to obtain export licenses and other
necessary papers within a reasonable period. Buyer will furnish all Consular and Customs declarations and will
accept and bear-all responsibility for penalties resulting from errors or omissions thereon. Buyer shall not re-
export the goods or any goods or items which incorporate the goods if such re-export would violate U.S. export
laws.

5. Installation.

Unless otherwise specified in writing on a quotation provided by an authorized representative of Seller, Buyer assumes responsibility for installation. Seller agrees to make installation and on-site technical support services available at Seller's then-prevailing rates. Buyer is responsible for all additional charges/fees related to delays due to their failure to comply with their defined portion of the installation plan. (Example: Not providing agreed upon access to the production/packaging line, not complying with pre-installation checklist, etc.)

Installation does not include mechanical, electrical, pneumatic, water or ventilating tie-ins to existing systems.

6. Maintenance.

Buyer assumes responsibility for maintenance on the goods sold to Buyer. Seller agrees, however, to make maintenance services available at its then-prevailing rates.

7. Warranties.

Seller warrants its equipment, parts and supplies in accordance with its standard warranty policies. A written copy of these policies accompanies these terms and conditions or is available upon request. THESE WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  NO EMPLOYEE OR AGENT OF SELLER, OTHER THAN AN OFFICER OF SELLER, IS AUTHORIZED TO MAKE ANY WARRANTY IN ADDITION TO THE FOREGOING.

8. Limitation of Buyer's Remedies.

IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL, EQUITABLE OR STATUTORY CLAIM:,CAUSE OF ACTION OR LEGAL THEORY. IN ANY EVENT, SELLER SHALL BE SOLELY LIABLE FOR ACTUAL DAMAGES CAUSED BY SELLER'S BREACH AND SELLER'S MAXIM:UM LIABILITY HEREUNDER, REGARDLESS OF THE LEGAL THEORY, SHALL NOT EXCEED THE CONTRACT PRICE OF THE GOODS FURNISHED BY SELLER.

9. Seller's Remedies.

Without waiving any other rights or remedies available to it under applicable law or otherwise, Seller may,. at its option, defer shipment or deliveries hereunder, or under or pursuant to any other contract with Buyer, until all past-due accounts of Buyer to Seller have been satisfied in full. Any rights or remedies of Seller granted in these Terms and Conditions shall be in addition to and not in lieu of any other rights or remedies Seller may have at law or in equity.

10. Proprietary Rights.

Seller shall retain all rights to designs, drawings, patterns, plans, specifications, technology, technical data and information, technical processes and business methods, whether patentable or not, arising out of or evolving as a result of Seller rendering engineering services to and designing systems and goods for Buyer's use. Buyer agrees not to enforce against Seller or customers of Seller any patent rights, the scope of which includes a system, process or business method utilizing goods or engineering services delivered hereunder by Seller, and which relates to an invention, improvement, enhancement or development made by or for Buyer on a date subsequent to the date of Seller's offer hereunder. Data, other than installation, and specification data, shall not be furnished unless specifically called for on the face hereof as an item to be delivered. The rights and price for data other than installation and specification

data shall be negotiated separately.

11. Hazardous Materials.

Buyer acknowledges that certain supplies covered by this Agreement may be, or become, considered as hazardous materials under various laws and regulations. Buyer agrees to familiarize itself (without reliance on Seller except as to the accuracy of special safety information actually furnished by Seller), with any hazard of such materials and their applications and the containers in which such materials are shipped. Buyer agrees to inform and train its employees and its customers as to such hazards. Buyer agrees to hold Seller harmless against any claims by Buyer or its employees or customers based on allegations relating to any such hazards except where such claims are based on failure to meet written specifications or the inaccuracy of specific safety information actually furnished by Seller.

12. Goods Not for Resale.

Buyer, by placing this order and accepting these Terms and Conditions; hereby expressly agrees, acknowledges, represents and warrants to Seller that (a) it is the Seller's policy to sell these types of goods only to end users for their own use, (b) the goods that are the subject of this order are not intended for resale, (c) the goods that are the subject of this order are in fact being purchased by Buyer for Buyer's own use and not for resale to a third party and (d) in the event that Buyer breaches the foregoing acknowledgement, covenant, representation and/or warranty by reselling the goods that are the subject of this contract, Seller shall be permitted to 0) void, eliminate and/or refuse to continue to extend or make available to Buyer any volume or other types of discounts, rebates or preferential payment terms to which Buyer is now or hereafter otherwise might be entitled or eligible to receive from Seller or (ii) refuse to accept any further orders from Buyer.  Notwithstanding the foregoing, nothing in these Terms and Conditions is intended to restrict any OEM from incorporating any goods purchased from Seller into equipment that is to be resold to the OEM's end customer so long as such OEM provides a reasonable certification of such use to Seller.

13. Delay.

(a) Delivery dates are approximate and are not guaranteed, and Seller shall not be liable for damages of any kind
resulting from any delays in fulfillment, shipment or delivery of orders. Furthermore, Seller shall not be liable or
any other loss, damage, cost or expense due to causes beyond its reasonable control, such as acts of God, acts
of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, war, riot, delays in transportation,
government restrictions or embargoes, or difficulties in obtaining necessary labor, materials, manufacturing
facilities or transportation due to such causes. 

(b) In the event of a delay in delivery in excess of ninety (90) consecutive days, Buyer has the right to terminate its
order as to the undelivered portion thereof without penalty.

14. Cancellation.

Unless otherwise agreed in a writing signed by authorized representatives of Buyer and Seller, all canceled orders will be subject to a 10% cancellation fee. Buyer may not cancel orders for non-standard goods or orders for goods which have left Seller's dock. In the event of a cancellation of the purchase order, Seller is entitled to collection of all cost (including collections and attorneys fees) incurred plus a reasonable profit. Cancellation must be in the form of a certified letter to Seller.

15. Governing Law; Venue; Actions.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without regard to the conflicts of laws provisions. Buyer and Seller consent to the sole and exclusive venue and jurisdiction of the federal and state courts situated in or having jurisdiction over Dallas County, Texas. Any action for loss or damage with respect to the goods or services which are the subject of this contract must be commenced by Buyer within one year from the date of delivery of such goods or services or such claim shall be forever barred. 

16. Entire Agreement.

The above Terms and Conditions constitute the entire agreement between the parties, there being no other promises, terms, conditions, or obligations, referring to the subject matter not contained herein. If any term or provision of this contract shall to any extent be invalid or unenforceable, the remainder of the contract shall not be affected thereby, and each term and provision of this contract shall continue to be valid and enforced to the fullest extent permitted by law. Any modifications hereto shall be in writing and signed by both parties.