TERMS OF SALE

Any quotation and sale of goods by CMW International, Inc. ("Seller") to you ("Buyer") are subject to the terms and conditions stated below and those stated on the face of the invoice:

1. PAYMENT. The net invoice amount is due, payable in U.S. dollars, within 10 days of its date unless otherwise specified. If Seller determines, at any time, that Buyer's financial condition does not justify continuance of production or shipment under the specified terms of payment, Seller may require full or partial payment in advance or discontinue the business relationship.

2. SHIPMENT. All published prices are "FOB, Seller's Factory", or "Ex-Works, Seller's Factory" unless otherwise specified. Method and route of shipment are at Seller's discretion unless Buyer provides specific instructions and Seller consents to the proposed method and routing of the shipment. Buyer insures all shipments at its expense and Buyer assumes all risk of loss and damage upon delivery of the goods to the specified carrier.

3. RETURNS. No goods may be returned to Seller without prior written approval and the issuance of a return authorization number. Return authorization numbers must appear in bold capital letters, at least 2" high, on two upright sides of each carton or pallet returned.

4. QUOTATIONS AND PRICES. prices are subject to change without notice and orders calling for future delivery will be billed according to the price in effect at the time of the shipment. Seller's internal policy is to accept orders only on written and authorized Buyer purchase order, but this policy does not waive Seller's right to enforce a verbal agreement for the purchase of product from Seller.

5. CANCELLATION. An order placed with Seller and accepted by Seller can be cancelled only with the Seller's consent and upon terms that will indemnify Seller against any consequential damages.

6. SHIPMENTS. Shipments shall be subject to, and contingent upon, strikes, labor difficulties, riot, war, national emergency, delay or defaults of common carriers, failure or curtailment in Seller's usual sources of supply, governmental decrees or orders, fire and any other act of God, including weather, and without limiting the foregoing, any delays beyond Seller's control. Seller shall have the additional right, in the event of the occurrence of any of the above contingencies, at its options, to cancel any order or any part of an order without any liability whatsoever.

7. PROOF OF SHIPMENT. At Buyer's request, Seller shall forward to Buyer, the express receipt or bill of lading signed by the carrier showing that shipment has been made.

8. CLAIMS. Upon delivery and receipt of the goods, Buyer shall immediately examine and test all materials and goods. Claims for damaged goods, unacceptable goods or shipping errors must be submitted to Seller within seven (7) days after receipt of the goods. Buyer's failure to notify Seller shall constitute an unqualified acceptance of the shipment and a waiver by Buyer of any and all claims, including the right to revoke acceptance.

9. LIMITATION OF LIABILITY. In any event, any liability of the Seller which may arise in any manner connected to the sale or shipment of the goods, whether based in contract or tort, shall not exceed the purchase price of the product. Seller shall not be liable for any direct, indirect, special, punitive, consequential or incidental damages (including without limitation,damages for loss of business profits, business interruption and the like) arising out of the sale, use or inability to sell or use the goods even if Seller has been advised of such damages. Unless otherwise specified in writing, Seller makes no warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

10. CONTROLLING PROVISIONS AND GOVERNING LAW. These terms and conditions shall supersede any provisions, terms and conditions contained on any confirmation order, purchase order, or other agreement (whether in writing or verbal) and the rights of the parties shall be governed exclusively by the provisions, terms and conditions hereof. The Buyer agrees that the sale shall be governed by the law of the State of Indiana and Buyer further agrees to jurisdiction in the State of Indiana with regard to any dispute arising from the sale of the goods subject to the invoice.

PURCHASE ORDER STANDARD TERMS AND CONDITIONS

The following PURCHASE ORDER STANDARD TERMS AND CONDITIONS (PO TC) apply to all CMW, Inc. ("CMW") Purchase Orders ("PO") and contracts, unless otherwise noted. Specific CMW Purchase Specifications shall apply when noted on the PO.

1. RIGHT TO ACCESS by CMW, its customers and regulatory authorities to all facilities involved in the PO, and to all applicable records.

2. ACCEPTANCE Acceptance of this PO by seller is expressly limited to the terms and conditions contained in this order. Any terms and conditions stated by the seller in any prior proposal on seller’s acknowledgment form or in otherwise acknowledging or accepting this order is deemed by buyer to be a material alternation of this order and is herby objected to by buyer. Any such term or condition shall be totally inapplicable to this order unless specifically agreed to in writing and signed by an authorized representative of buyer. Acceptance of the goods or services covered by this order will not constitute acceptance by buyer of seller’s terms and conditions. Any of the following acts by seller shall constitute acceptance of this order and all of its terms and conditions: signing and returning a copy of this order, delivery of any of the goods or services ordered, informing, the buyer in any manner of commencement or performance, or returning seller’s own form of acknowledgment.

3. AMENDMENTS to this order or CMW terms and condition shall be set forth in writing, via PO change notice, and /or revisions to the PO terms and conditions. CMW will consider sellers request to modification of, or exception to, only if such request is made in writing, prior to the acceptance of the order.

4. PRICE as stated on this order covers all goods and services to be provided by the seller as specified in the order. These prices also cover all charges for packaging, containers, and transportation, unless specifically depicted otherwise on the face of the order.

5. SHIPMENT, PACKAGING AND PROTECTION Shipment of goods and services under this order shall be F.O.B as set forth on the face of the order. Supplier shall follow Buyers instructions regarding method of shipment, except where buyer has so stated on the face of the order. Packaging and protection of the product shipped shall be in accordance with the CMW PO or best commercial practice to protect product from damage and /or deterioration.

6. SCHEDULE for delivery will be the responsibility of the supplier. The supplier shall not be held liable for damages in respect to delivery delay due to causes beyond seller’s reasonable control. However, if the seller does not meet the delivery date as depicted on the face of the order, the buyer may approve a revised delivery schedule, or terminate the order without liability for such termination. The seller shall be liable for late delivery penalties and expenses incurred by the buyer as a result of the seller’s inability to meet the contracted delivery date(s).

7. HAZARDOUS MATERIAL supplier agrees to furnish the applicable material safety data sheet/s/ (MSDS) with each shipment, for product designated by industry, state, or federal agencies as hazardous material.

8. CANCELLATION shall remain the right of the buyer and may be initiated at any time.

strong>9. CMW SUPPLIED MATERIAL The supplier may not substitute, alter or replace any material provided by CMW without the express written consent of CMW. Where CMW has supplied excess material (scrap allowance) the supplier must account for all material and return unused material to CMW promptly.

10. BUYER’S PROPERTY The supplier is responsible to ensure adequate care is utilized within their facility, to maintain the material in good working condition. Any damages to this product, while in the care of the suppler shall be reported to CMW in writing. CMW shall disposition damaged product prior to further processing by the supplier. Rework of CMW furnished product shall be authorized in writing.

11. QUALITY ASSURANCE The supplier shall comply with all CMW Purchase Specifications reference by the PO. Supplier agrees to implement and maintain a Quality Inspection System during the performance of this contract. An authorized Certificate of Conformance is required with each shipment. Process suppliers shall furnish a complete Certificate of Conformance with each shipment indicating the PO number, specification number and revision, name of supplier and quantities accepted and rejected. Material suppliers shall furnish chemical/physical test reports with each shipment identifying the applicable specification and revision, actual chemical composition and physical properties, melt, heat, batch or lot as required by the CMW Purchase Specification reference by the PO. Additional CMW Purchase Specifications shall apply when referenced by PO.

12. NONCONFORMANCE Upon acceptance of a CMW PO, the supplier agrees that CMW is entitled to reimbursement of CMW labor and material costs associated with seller responsible nonconformance and damages. Any /or all con-conforming parts or materials must be clearly identified, documented and segregated.

13. RECORD RETENTION The supplier must retain copies of certifications, test data, chemical and /or physical test reports, lot control data, inspection records and other pertinent data requirements. These results and records are to be maintained by the supplier and made available to CMW or CMW’s customer representative upon request, for a minimum period of seven (7) years after shipment to CMW, or as specified on the fact of the PO, whenever unique record retention requirements are imposed.

14. TRACEABILITY Lot traceability documentation signed and dated by authorized personnel shall accompany each shipment. Identity and corresponding documentation shall provide traceability to specific Lot, Heat Lot, etc. which shall accompany each shipment.

15. FLOWDOWN Seller shall be responsible for complying with all regulatory standards and requirements as noted in the PO, as well as the flow-down of these requirements to sub-tier suppliers.

16. TEST EQUIPMENT AND TOOLS All tools, test equipment and media used to validate conformance to drawings and specification must be under a positive calibration control system in full compliance with ANSI/ASQC M1-1996. Objective evidence of your calibration system must be maintained and available for CMW or CMW’s customers review.

17. RESUBMISSION OF REJECTED MATERIAL All items rejected by CMW and subsequently resubmitted by the supplier/subcontractor after rework shall bear specific indication of such resubmission of those items on the shipping document/s/. Reference shall be made to the CMW Rejection Number. Subsequent Supplier Corrective Action Requests maybe issued by CMW which must be answered within the same time limit specified on the Corrective Action Request Form.

18. NON-CONFORMANCE OF CONTRACT CMW shall retain the right to cancel or modify contracts in which the supplier fails to meet deliveries or quality standards set forth in the contract. Supplier will receive notice of such cancellation or modification ten (10) days prior to execution of such action.

19. INDEMNIFICATION Seller shall indemnify and defend Buyer, its successors and assigns, from and against any losses, damages, and expenses (including attorney fees) which Buyer may sustain or incur as a result of any claim of infringement, negligence, breach of warrant, strict liability in tort or otherwise in connection with the use of the Goods furnished and Services performed hereunder, except such which is wholly caused by Buyer’s conduct. Seller shall carry and maintain insurance coverage satisfactory to Buyer to cover the above and upon Buyers request, shall furnish Buyer evidence of such insurance in a form satisfactory to Buyer.