Purchase Order-Condition of Purchase

1. ACCEPTANCE:

a) THIS ORDER IS BUYER'S OFFER TO SELLER AND DOES NOT CONSTITUTE AN ACCEPTANCE BY BUYER OF ANY OFFER TO SELL, QUOTATION OR PROPOSAL OF SELLER. ANY REFERENCE TO SUCH OFFER TO SELL, QUOTATION OR PROPOSAL IS SOLELY FOR THE PURPOSE OF INCORPORATING THE DESCRIPTION AND SPECIFICATIONS OF THE GOODS AND SERVICES CONTAINED THEREIN TO THE EXTENT THAT SUCH DESCRIPTION AND SPECIFICATIONS APPEAR ON THE FACE OF THIS ORDER. THIS ORDER CONSISTS ONLY OF THE TERMS CONTAINED HEREIN AND ON THE FACE OF THIS ORDER AND ANY SUPPLEMENTS, SPECIFICATION OR OTHER DOCUMENTS EXPRESSLY INCORPORATED HEREIN BY REFERENCE. SELLER'S ACCEPTANCE OF THIS OFFER IS EXPRESSLY LIMITED TO THE TERMS HEREIN.

b) BY ACKNOWLEDGING RECEIPT OF THIS ORDER OR BY SHIPPING THE GOODS OR PERFORMING THE SERVICES CALLED FOR BY THIS ORDER, SELLER AGREES TO THE TERMS AND CONDITIONS OF SALE CONTAINED IN THIS ORDER. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN ANY ACKNOWLEDGMENT OF THIS ORDER BY SELLER SHALL BE DEEMED OBJECTED TO BY BUYER WITHOUT NEED OF FURTHER NOTICE OF OBJECTION AND SHALL BE OF NO EFFECT NOR IN ANY CIRCUMSTANCE BINDING UPON BUYER UNLESS ACCEPTED BY BUYER IN WRITING. ACCEPTANCE OF REJECTION BY BUYER OF ANY SUCH ADDITIONAL TERMS OF CONDITIONS SHALL NOT CONSTITUTE AN ACCEPTANCE OF ANY OTHER ADDITIONAL TERM OR CONDITION.

2. NON-ASSIGNMENT:

Assignment by Seller of this order or any part thereof without the written consent of Buyer shall be void. Otherwise, this Agreement shall inure to the benefit of the successors and assigns of the Buyer.

3. TIME OF PERFORMANCE:

Time of performance is of the essence.

4. TERMINATION

Buyer may at any time terminate this Order in whole or in part for its convenience upon written notice to Seller.

5. MODIFICATION OF AGREEMENT:

This Purchase Agreement may not be modified except by writing signed by both Buyer and Seller.

6. WARRANTY:

Seller expressly warrants that all goods and services covered by the Order shall conform to the specifications, drawings, samples or other description upon which this Order is based, shall be fit and sufficient for the purpose intended, merchantable of good materials and workmanship and free from defect and that goods and services of Seller's design will be free from defect in design, inspection, test, acceptance or use of the goods furnished hereunder shall not affect Seller's obligation under this warranty, and such warranty shall survive inspection, test acceptance and use. This warranty shall run to Buyer, its successors, assigns and customers and the users of its products. Seller agrees not to replace or correct defects in any goods or services not conforming to the foregoing warranty promptly, without expense to Buyer when notified of such non-conformity by Buyer. In the event of failure by Seller to correct defects in or replace non-conforming goods, Buyer, after reasonable notice to Seller, may make such corrections or replace such goods and services and charge Seller for the costs incurred by the Buyer thereby.

7. INSPECTION AND RIGHT OF REJECTION:

Buyer shall have the right to inspect the goods upon receipt. Within a reasonable time, Buyer must give notice to Seller of any claim for damages on account of the condition, quality or grade of the goods.

8. GOVERNING LAW:

The terms and conditions stated herein and the rights, remedies, and duties of Buyer and Seller are governed by the laws of the State of Tennessee. Any action, suit or proceeding relating to, arising out of or in connection with this agreement may be brought by Seller against Buyer in the appropriate federal or state court in Hamilton County, Tennessee. Seller hereby waives any objection to jurisdiction or venue in any proceeding before said courts.

9. STATUTE OF LIMITATIONS:

If seller desires to bring an action against Buyer for breach of this Agreement, the time within which the action shall be commenced shall be one (1) year after the accrual of the cause of action. This reduced statute of limitations period is established by mutual agreement of the parties. Buyer's right of action shall remain as set forth under the Official Code of Tennessee.

10. PATENTS:

Seller agrees, at its own expense, to defend any suit or action against Buyer or against those selling or using the goods or services covered by this Order for alleged infringement of patents or invention rights arising from the sale or use of such goods or services and to indemnify and save Buyer harmless from any damages, liabilities, claims losses and expenses (including attorney's fees) paid or incurred by Buyer in connection with any such suit or action, whether against Buyer or against those selling or using the goods or services covered by this Order; provided, however, that this Indemnity shall not apply to any such damages, liabilities, claim, losses or expense arising out of compliance by Seller with specifications furnished by Buyer.

11. TILE AND RISK OF LOSS:

Title, risk of loss or damage to the product shall pass to Buyer only upon delivery to Buyer's place of business or destination designated by Buyer.

12. DEFAULT BY SELLER:

On default by Seller, Buyer shall be under no obligation to accept further shipments and may elect at any time to cancel all or any part of Buyer's order with Seller.

13. ATTORNEY'S FEES:

If suit is brought by Buyer for any non-conformity of warranty hereunder, Seller agrees to pay all costs in connection with suit, including fifteen (15%) percent attorney's fees.