300 Armistice Boulevard
Pawtucket, RI 02861-2332

PH: 800-458-7839 :: 401-722-5023
FX: 401-722-9938

TRUEX INCORPORATED

General Terms and Conditions of Sale

Introduction:

These terms and conditions apply to all sales or provision of services by Truex Incorporated (“Truex”) whether by purchase order or otherwise. Acceptance by Truex of any order or request for services is expressly limited to the terms and conditions set forth below. No one except a duly authorized officer of Truex may modify the terms hereof and any modification must be in a writing signed by such duly authorized officer. If these terms are not acceptable, you should notify Truex at once.

1. Agreement.

These terms and conditions constitute the entire agreement between the parties hereto and supersede all previous communications, representations or agreements, either verbal or written, between the parties hereto with respect to the subject matter hereof.

2. Acceptance

Unless otherwise specifically agreed to in writing and signed by an authorized representative of Truex, all orders received by Truex are subject to these terms and conditions. Offers to purchase goods or provide services can be accepted only by an authorized representative of Truex. Any different or additional terms and conditions proposed in a purchase order or otherwise are hereby rejected by Truex and shall not be incorporated into this agreement.

3. Delayed Deliveries/Unforeseen Circumstances

Delivery will be made on or about the date indicated in Truex’s acknowledgement; however, Truex cannot be responsible for delays due to any cause beyond its control, including, but not restricted to, acts of God, war, acts of the enemy, hostilities, civil commotion or sabotage, acts of Government, fires, floods, explosion or other catastrophes, accidents, epidemics, quarantine restrictions, differences with workers, embargos or other transportation delays of any kind, inability to obtain fuel or other material, and delays incurred by Truex’s suppliers due to such causes. Any such causes of delay, even though existent on the date of Truex’s acknowledgement, shall extend the time of Truex’s performance by a period or periods equivalent to the delays so occasioned and to such further extent as may be necessary to enable Truex to make delivery by the exercise of reasonable efforts in view of the circumstances existing after such causes of delay have been removed.

Truex reserves the right to cancel any delivery or modify the price for the same in the event of a material adverse change in the availability or cost of materials or in the event of any other material unforeseen circumstances.

4. Payment

The price of goods delivered will be due and payable in accordance with terms of payment set forth in Truex’s acknowledgement. Truex may cancel deliveries of goods if Buyer fails to make any payment when due. Truex’s rights under this section shall be in addition to all other rights and remedies available to Truex upon Buyer’s default. If payment is not made in accordance with said terms of payment, Buyer shall pay to Truex all reasonable costs of collection, including reasonable attorney’s fees incurred by Truex in collecting sums due on account of the sale. In the event that payment is not made when due, interest on the overdue payment shall be due at the rate of one and one half percent per month. No return of goods ordered and shipped will be allowed unless such goods shall be shown to be defective.

5. Quantity

Upon acceptance, Truex agrees to supply to Buyer the quantity of goods specified in Buyer’s purchase order, +/- 10%. Truex agrees only to sell the quantity of goods set forth in the purchase orders of Buyer accepted by Truex and expressly rejects any terms or conditions that purport to establish a requirements contract.

6. Changes and Deletions

Changes requested by Buyer in quantities, drawings, specifications, or delivery schedules may only be made with the written consent of Truex. Any change requested by Buyer and consented to by Truex which causes an increase in Truex’s costs hereunder or in the time required for performance will result in an equitable adjustment in the pricing.

7. Raw Materials and Production Facilities

Except when otherwise agreed to by Truex in writing, Truex reserves the right to (i) select the raw materials to be used in the manufacture of the goods, (ii) select the supplier of such raw materials, and (iii) select the facility and production line to be used in the manufacture of the goods.

8. Title/Delivery Point

Delivery shall be made FCA Incoterms 2010 Truex’s manufacturing facility (i.e. Pawtucket, RI), unless otherwise indicated. Notwithstanding the payment of freight costs by Truex, title to the goods and all risk of loss transfer to Buyer upon delivery to the carrier.

9. Taxes

Buyer will pay all taxes due on any order, including, but not limited to, sales, use, excise or any direct or indirect tax of a similar nature of federal, state, county, or municipal origin. If Truex is required to collect and/or pay such taxes, Buyer shall reimburse Truex for the full amount.

10. Warranty/Returns

Truex warrants only that the goods sold shall conform to Truex’s standard specifications or such other mutually agreed-to and documented specifications. This express warranty is in lieu of and excludes all other express warranties and is extended only to Buyer. TRUEX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND MAKES NO WARRANTY AS TO THE RESULTS BUYER CAN EXPECT FROM BUYER’S USE OF THE GOODS. No employee or agent of Truex is authorized to make warranties about goods sold by Truex, and Buyer should not rely on any oral or written communications from employees or agents of Truex that purport to constitute a warranty.

Any assistance furnished by Truex in the selection of goods or suggestions as to their use are accepted by Buyer at Buyer’s own risk, and Truex shall not be liable to Buyer for results obtained by Buyer from such assistance or suggestions.

Defective goods may be returned to Truex only with the written consent of Truex and in accordance with its specific instructions. The right to return unused goods on account of defect, short count, or for any other cause, shall be deemed waived by Buyer unless a request is made in writing within seven (7) days of Buyer’s discovery, after reasonable diligence, of the cause to which such return relates; provided, however, that no return shall be permitted after the period of six (6) months following the receipt of the goods. Unused goods returned in accordance with this section and found to be defective will be replaced or repaired without charge, but Truex shall not be liable for any loss or damage directly or indirectly arising from the use of the goods or from any other cause.

Claims of defect related to goods used or consumed by Buyer shall be deemed waived by Buyer unless such claims are made in writing within six (6) months from the receipt of goods to which the claim relates and are accompanied by documentation supporting the claim of defect. If such goods are found to be defective, Truex will replace them without charge.

Truex’s liability is expressly limited to the replacement or repair of defective goods at its option. Buyer shall have no remedies other than those stated above. In no event and under no circumstances will Truex be liable for consequential, special, punitive or incidental damages of any kind.

11. Buyer’s Indemnity

Buyer shall defend, indemnify and hold harmless Truex and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including reasonable attorney’s fees) that Truex may incur that result from (i) Buyer’s ownership, maintenance, transfer, transportation or disposal of the goods sold hereunder, (ii) Buyer’s use of the goods sold hereunder, (iii) Buyer’s failure to test the goods or assure itself that the goods are fit for Buyer’s intended purpose, (iv) any infringement or alleged infringement of the intellectual property rights of others arising from Buyer’s specifications, and (v) Buyer’s violation or alleged violation of any federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices.

12. Proprietary Rights

Truex retains exclusive rights in and to any proprietary information, data and materials related to the goods sold hereunder, as well as the rights to all discoveries, inventions, patents and other proprietary rights that Truex may develop in the course of manufacturing the goods. Buyer shall not “reverse engineer” any goods sold by Truex or otherwise attempt to obtain any proprietary rights of Truex.

13. No Waiver

.Any concession or indulgence made by Truex or its failure to insist on performance of any of these terms and conditions shall not be considered a waiver of any other terms, whether the same or similar. No waiver by Truex of any default or provision hereof shall be deemed a waiver of any subsequent default or provision.

14. Governing Law.

The terms and conditions shall be deemed to have been made in and shall be governed by the laws of the State of Rhode Island. Any legal action shall be resolved in the courts of the State of Rhode Island.

15. Severability

If any provision of this Agreement, or parts thereof, shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.