2. Prices. Unless stated otherwise, (a) all prices, charges and payments hereunder are payable in U.S. dollars and must be made in immediately available funds, (b) Buyer must pay interest on any unpaid balance after the applicable due date at the highest rate permitted by law (c) 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 delivery, (d) written quotations automatically expire thirty calendar days from the date issued and are subject to termination by notice within that period and (e) prices do not include any applicable transportation costs or property, sales, use, privilege or export taxes, custom duties or any other applicable tax, fee or charge imposed on or measured by any transaction between the Parties and Buyer will be responsible for paying such taxes, fees and costs.

3. Buyer's Credit. Seller's obligations to Buyer are subject to the limit of Buyer's credit as determined by Seller in its sole discretion. Seller may at any time limit, modify or cancel the credit of Buyer and may demand payment in cash before shipment or delivery of any products without affecting Buyer's obligations hereunder.

4. Disclosure of Agency and Waiver of Liability. If on Seller's offer, sales contract, order acknowledgement, invoice or other communication, Seller is designated "as agent" for a third party, such designation indicates that Seller is selling products to Buyer as an agent of such third party. In such a case, the Parties acknowledge and agree that (a) Seller will not be responsible for any action or omission on the part of such third party which results in the delivery of any products being delayed or not made or any loss, damage, inconvenience or injury to Buyer or any other party, (b) Buyer must pursue any remedies Buyer may have for such delay, failure, loss, damage, inconvenience or injury directly against such third party and Seller will have no liability with respect thereto and (c) Seller will be afforded all protections as an agent under applicable law.

5. Shipment; Risk of Loss; Title. Shipment dates are estimated and Seller will not be liable for late shipments. If freight must be prepaid, payment will be made for the account of Buyer. Seller may make delivery installments, separately invoiced and payable without regard to subsequent deliveries. Delay in delivery of any installment will not relieve Buyer of its obligations to accept the initial or any remaining installments. If shipments are delayed by Buyer, invoices may be rendered on the dates Seller is prepared to make shipments. Products will be shipped F.O.B. point of origin, with all risk of loss for the products passing to Buyer upon delivery to carrier; provided, however, that products held by Seller as a result of Buyer's inability or refusal to accept delivery will be held at Buyer's risk, cost and expense. Title to the products will pass to Buyer upon Seller's receipt of the entire purchase price therefore.

6. Force Majeure. Seller will not be liable for any delay or failure in performance of any order, in the delivery or shipment of any product or for any damages or losses suffered by Buyer or any third party which are caused by, or in any manner arises from, directly or indirectly, any labor disturbances, embargos, riots, storms, fires, explosions, acts of God or public enemies, inability to obtain products from a supplier, accidents or breakdown to, or mechanical failure of, machinery or equipment, changes in economic conditions, delays or interruptions in transportation, or any other causes beyond Seller's control. Upon any such delay or failure, Seller may, in its sole discretion and without any liability to Buyer, delay the performance of, partially perform, or cancel any affected order in whole or in part.

7. Warranty. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SALE OF ANY PRODUCTS HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT BUYER HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY BY SELLER IN CONNECTION WITH THE SALE OF PRODUCTS HEREUNDER.

8. Limitation of Liability; Exclusion of Damages. Seller's liability with respect to any claim by Buyer or any third party arising out of or in any way relating to any product sold by Seller to Buyer (including, but not limited to, such product's sale, use or transportation) will be limited solely to the repair, replacement or credit of the purchase price of such product and any such claim must be made in writing with Seller within ten days of the delivery of such product. Buyer agrees that (a) the failure to make such claim with Seller within such ten-day period will constitute Buyer's unconditional acceptance of the product and (b) no claim may be made with respect to any product that has been processed or changed in any way from its original condition as delivered. SELLER WILL NOT BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, LOST PROFITS OR OTHER LOSSES OF BUYER OR ANY THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATING TO THE SALE, USE OR TRANSPORTATION OF ANY PRODUCT.

9. Statute of Limitations. Any action of any nature by Buyer against Seller must be commenced by Buyer within one year after the cause of action first accrued.

10. Confidential Information. Seller's technical, trade secret, proprietary or similar information (collectively, "Confidential Information") disclosed by Seller to Buyer or its officers, directors, employees or agents (collectively, "Representatives") and all copies thereof are the sole and exclusive property of Seller. Such disclosure will not be construed as granting to Buyer or its Representatives any right, title or interest of any kind in any Confidential Information. Upon Seller's request, Buyer will promptly deliver to Seller all Confidential Information in Buyer's possession which is in written or electronically-readable form, including all copies or extracts thereof or based thereon in its possession or in the possession of any of its Representatives. All Confidential Information will be kept confidential by Buyer and will not be disclosed to any person or entity without Seller's prior written consent. Buyer will be responsible for any breach of this covenant by Buyer or any of Buyer's Representatives and will indemnify Seller and its officers, directors, employees, agents, affiliates and customers (collectively, the "Seller Indemnified Parties") for any costs, expenses or losses incurred or suffered by any of them as a result of such breach.

11. Default. If Buyer (a) fails to pay any amount due to Seller when due, (b) fails to observe or perform any of its other obligations under these terms and conditions, (c) takes any action that in Seller's opinion adversely affects the name, reputation or goodwill of Seller or its products, (d) is an entity, the person(s) that controls Buyer on the date these terms and conditions are issued to Buyer no longer controls Buyer or (e) becomes insolvent, is adjudicated a bankrupt, voluntarily files or permits the filing of a petition in bankruptcy, makes an assignment for the benefit of creditors, seeks any similar relief under any bankruptcy laws or related statutes or a receiver is appointed for its assets, then, at Seller's sole option, all sums due or to become due from Buyer to Seller may become immediately due and payable, and concurrently, or in the alternative, Seller may terminate any existing order between the Parties in whole or in part, defer shipment or delivery of any products, sell any part of any undelivered products and exercise any other remedies available to Seller under applicable law.

12. Costs and Expenses; Indemnification. Buyer will be responsible for all costs and expenses, including attorneys' fees and disbursements, incurred by Seller in enforcing any term or condition herein and Buyer will indemnify and promptly reimburse Seller for such costs and expenses. Buyer agrees to indemnify and hold the Seller Indemnified Parties harmless from all costs, expenses and losses incurred by any of them which relate to or arise out of Buyer's or Buyer's customers use, handling, installation, sale, distribution or disposal of any products sold hereunder or Buyer's failure to perform any obligation hereunder.

13. Cancellation. Any contract or order may be cancelled by Buyer only with the prior written consent of Seller and upon reimbursement to Seller for all costs, expenses and losses incurred by Seller as a result of such cancellation, including a reasonable profit and overhead.

14. Governing Law; Jurisdiction; Venue. Seller's offer, sales contract, invoice, these terms and conditions, Seller's order acknowledgment and any other document delivered by Seller to Buyer will be governed by and construed according to the laws of the State of New York, without reference to the principles of conflicts of law. Each of the Parties hereby irrevocably and unconditionally (a) consents to submit to the exclusive jurisdiction of the United States District Court for the Western District of New York or the applicable state court located in the State of New York, County of Erie for any action or proceeding arising out of or relating to the sale of Seller's products to Buyer, (b) waives any objection to the laying of venue of any such action or proceeding in such courts and (c) waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

15. Entire Agreement; Amendment; Waiver. Seller's offer, sales contract or invoice, these terms and conditions and Seller's order acknowledgement constitute the entire agreement between the Parties with respect to the sale of Seller's products to Buyer, superseding all prior representations, agreements or understandings, written or oral, between the Parties with respect to such sale. These terms and conditions cannot be amended orally or by any course of conduct by either Party, but may only be amended by a written agreement executed by the Parties. The failure by Seller to (a) enforce any provision hereof will not be construed as a waiver of such provision or of Seller's right to enforce such provision and (b) object to provisions contained in any purchase order or other communication from Buyer will not be construed as a waiver of these terms and conditions nor an acceptance of any such Buyer provisions.

16. Security Interest. Buyer hereby grants to Seller a priority lien and security interest in products sold to Buyer and in all proceeds of such products to secure Buyer's obligations to Seller hereunder. Buyer appoints each officer of Seller as an attorney-in-fact for Buyer for the purpose of executing and filing each financing statement or other documents necessary to perfect such security interest. Upon the failure of Buyer to pay the purchase price for any products when due, or to perform any of Buyer's obligations under these terms and conditions, Seller will (a) without any judicial process, have the right to enter upon Buyer's premises and take possession of any such products or to receive such products from Buyer upon Seller's demand and (b) have all other rights and remedies of a secured party under the Uniform Commercial Code of the State of New York and any other applicable law.

17. Successors and Assigns; Assignment; Severability. These terms and conditions will be binding upon the Parties and their respective successors and assigns; provided, however, that Buyer may not assign any of its rights or duties hereunder without Seller's prior written consent, which consent may be withheld in Seller's sole discretion. If any of the provisions of these terms and conditions are held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining provisions of these terms and conditions will remain in full force and effect.