Terms and Conditions – Woodings Industrial Corporation

Woodings Industrial Corporation

Standard Purchase Order Terms and Conditions

WOODINGS INDUSTRIAL CORPORATION

STANDARD PURCHASE ORDER TERMS AND CONDITIONS

1. Exclusive Application. The following terms and c onditions (“These Terms”) constitute the exclusive terms and conditions that will apply to the issuance of any purchase order (“Purchase Order”) by, or the provisions of goods or services to, Woodings Industrial Corporation (“Woodings”) by any vendor or supplier of such goods or services (“Seller”). No addition to or modification of These Terms and no other agreem ents, proposals or understandings shall be binding upon Woodings unless made in writing and signed by a representative of Woodings’ Purchasing Department. Acceptance of a Woodings Purchase Order and/or the provisions of goods or services to Woodings by Seller shall constitute Se ller’s acceptance of these exclusive terms and conditions of purchase. Ac ceptance of, or payment for, any goods or services by Woodings shall not constitute Woodings’ acceptance of any contrary or additional terms and conditions proposed by Seller and all such contrary or additional terms or conditions are deemed immaterial and are hereby rejected. Any reference to Seller’s bids, offers or proposals contained in any Purchase Order of Woodings is solely for the purpose of incorporating the descriptions and specifications of the goods and/or services contained in such offer, bid or proposal, but only to the extent that those descriptions and specifications do not conflict with the terms hereof or in the Purchase Order.

2. Prices/Financial Terms . All prices and other financial terms as set forth on any Woodings Purchase Order are firm and shall include all federal, state and local taxes, tariffs, fees and other governmental charges. Seller shall not charge Woodings for any packing cases, containers, drums or other packaging materials or services unless specifically set forth on the Woodings Purchase Order. Except as expressly provided on any Woodings Purchase Order, the comm encement of any payment and/or applicable discount period shall begin on the later of (a) three (3) business days after shipment is received by Woodings, (b) the date Seller’s invoice is received by Woodings, or (c) the date of Seller’s invoice. As a material inducement to Woodings to purchase goods or services from Seller, Seller warrants and agrees that the prices, discounts and other financial terms for any goods or services provided to Woodings are and shall be the most favorable from Seller for comparable goods and/or services regardless of quantity.

3. Shipping and Billing . Unless expressly stated otherwise on the Purchase Order, all goods shall be shipped by Seller FOB to the “Ship to” location designated and when required on the Purchase Order. All services shall be performed when, where and as required on the Purchase Order. TIME IS

OF THE ESSENCE IN THE DELI VERY OF THE GOODS AND/OR

PERFORMANCE OF THE SERVIC ES COVERED HEREBY. Seller assumes full responsibility for packing, crating, marking, storage, insurance, transportation and liability for loss and/or damage even if Woodings has agreed to pay freight, delivery or other transportation changes. Woodings shall have the right to designate t he carrier and the shipping and delivery routing for all goods covered on the Purchase Order. Unless Woodings specifically directs otherwise, or when terms of purchase require shipment with freight prepaid, Seller shall route the shipment to secure lowest tariff rates, taxes and government fees and charges, taking into account all discounts available. If Seller ships via a higher rated route, Seller shall pay, or reimburse Woodings for, or credit to Woodings’ account, such excess tariff, taxes or other fee charges. The shipping notice must be issued to Woodings on the date of shipment to the “ship to” location designated by W oodings, as point of destination. Goods arriving without proper notices having been received will be held until the desired information is furnis hed, and all demurrage thus accruing shall be for Seller’s account. Shipments to each location shall be invoiced separately. Invoices shall state th e Purchase Order number, item number, shipping point, place of delivery, rout e destination, whether the freight is prepaid or collect, and the terms of payment. Invoices not rendered in accordance with these instructions will be returned and the discount date will be based upon the date the corrected invoice is received by Woodings.

4. Packaging . All goods shall be shipped fully assembled (or where not practicable to do so, as completely a ssembled as permitted by the carrier), suitably packed and accompanied by a packing list. Cartons containing packing lists must be so marked. Uncrated or bundled goods must be tagged with waterproof tags. No charge for packing, handling or transportation shall be made unless stated in the Purchase Order.

5. Warranty . Seller expressly warrants that all goods delivered will be (i) new, of merchantable quality and fit for the purpose intended by Woodings, (ii) free from defects in material and workmanship, (iii) comprised of raw materials and components of the highest quality used by Seller or its supplier in producing such goods; (iv) of the quantities, quality, size, dimensions, specifications, drawings, samples, and descriptions (including performance specifications) (collectively, “Requirements”) furnished to or by Woodings, and (v) conveyed with clear title thereto, free of any lien or claim of any nature by any third person. Seller warrants that all services performed shall be in conformity with the terms hereof including all of Woodings’ Requirements, shall be performed in a good and workmanlike manner in accordance with current industry standards and shall be fit for any purpose intended by Woodings. These express warranties shall not be waived by reason of acceptance or payment by Woodings. In addition, and without limiting any warranties or re medies provided for herein, These Terms incorporate by reference all terms of the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania (the “UCC”) providing any protection to Woodings including, but not limited to all warranty protection (express or implied) and all other remedies under the UCC. All of the rights, warranties and remedies provided for herein are made for the benefit of Woodings and its distributors and end customers or users, if applicable, and shall be fully transferable to and enforceable by such distributors and end customers or users.

6. Non Conforming Goods . All goods received shall be subject to Woodings’ right of inspection and rejection. Woodings shall have a reasonable time within which to inspect the goods and shall not be obligated to inspect goods purchased as spare parts, inventory or for future use until the same are to be used by Woodings. Excess or defective goods or goods not in conformance with Woodings’ Require ments will be held for a reasonable period of time for disposition in accordance with Seller’s instructions at Seller’s risk and expense and if Seller directs, will be returned at Seller’s expense. Returned goods may be re placed by Seller only upon issuance by Woodings of a new Purchase Order placed by a duly authorized representative of Woodings. If insp ection discloses that a portion of the goods received are not in conformance with the Requirements, Woodings shall, at its election, have the right to (i) cancel the Purchase Order, (ii) require Seller to repair or replace the non-conforming goods or re-perform the services, (iii) purchase substitute goods or services elsewhere and charge Seller with any cost, charge or loss incurred, or (iv) seek damages from Seller. Payment for goods or services furnished or performed pursuant to the Purchase Order shall not constitute acceptance thereof by Woodings and such payments shall be deemed to have been made without prejudice to any and all claims Woodings may have against Seller. The remedies above provided to Woodings are not exclusive and are in addition to all other remedies available to Wo odings pursuant to law, the Purchase Order or otherwise.

7. Purchase Order Modification or Termination . Woodings reserves the right to modify a Purchase Order with respect to quantities, delivery schedules, and/or Requirements by delivering one or more revisions of such Purchase Order to Seller. If Seller’s costs are reduced because of such revisions, Seller shall reduce the Purchase Order price to reflect all such quantifiable cost savings, whether direct or indire ct. If Seller’s costs are increased because of such revisions, Woodings will consider Seller’s request for a reasonable adjustment to the Purchase Order price; provided, however, that if Seller does not notify Woodings of a cost impact within ten (10) days of the issuance of the revision, then Seller shall be deemed to waive any claim for a price increase due to the revision. Woodings may also terminate a Purchase Order or any part thereof for any reason at Woodings’ convenience upon written notice to Seller. Upon such termination, Seller agrees to waive all claims for damages, including those for loss of anticipated profits, and to accept as its sole remedy for termination the value of all work performed prior to th e termination; provided, however, that Woodings shall have no liability whatsoever for goods which are Seller’s standard stock. If reques ted in writing by Seller, Woodings will consider Seller’s written request for reimbursement of reasonable costs occasioned by termination. Any request by Seller for adjustment attributable to a revision or termination of a Purchase Order must be made within thirty (30) days from the date when the revision or termination was issued to Seller; otherwise, such request will not be entertained by Woodings.

8. Ownership of Intellectual Property . Any and all intellectual property (inclusive of drawings, patterns, molds, models, specifications or other information or materials) (collectively “Intellectual Property”) provided by Woodings to Seller shall be and remain the sole property of Woodings and, other than the limited right to use such Intellectual Property to produce the goods or perform the services hereunder, Seller shall have or acquire no right, title or interest therein. Any and all Intellectual Property provided by Seller to Woodings in connection with the goods or services covered by the Purchase Order (the “Purchased Intellectual Property”) shall become Woodings’ property and shall be considered to be works for hire. Seller hereby assigns to Woodings all of its right, title and interest in the Purchased Intellectual Property and agrees to execute any additional documents that may be required to confirm such assignment as may be reasonably requested by Woodings. Seller warrants that the sale, licensing or use of the goods and services covered by the Purchase Order (including the Purchased Intellectual Property) w ill not infringe or contribute to the infringement of any patents, trademar ks, copyrights or other intellectual property rights of any third party, either in the United Stat es or in other countries, and Seller covenants to defend and indemnify Woodings and its distributors and end customers or users, at Seller’s sole cost and expense, against every suit for any such actual or alleged infringement which may be brought against Woodings or any of its distributors and end customers or users, and to pay all expenses and fees of counsel which shall be incurred in defending, and all costs, damages, profits or other recoveries in every such suit.

9. Delays/Force Majeure . Shipment and delivery date(s) specified in the Purchase Order are of the essence. In the event of causes beyond the reasonable control of Seller or Woodings, such as acts of God, acts of civil or military authorities, Governmental policies, fires, strikes, lockouts, floods, epidemics, war, riot, or other co ntingency or circumstance, the nonoccurring of which was a basic assu mption on which any Purchase Order was issued, the party affected thereby shall promptly notify the other party of such event and shall use its best reasonable efforts to remedy the situation. In such event affecting Seller, Seller shall not be liable for delays in manufacture or delivery of goods and services, provided Seller allocates all available production, inventories and deliveries in satisfaction of its obligations to Woodings. In such event affecting Woodings, Woodings shall not be liable to accept any part of such goods and services.

10. Indemnity . Seller shall defend, indemnify and hold harmless Woodings and its agents, employees, representatives, officers and directors and its and their respective successors and assigns from and against any and all claims, actions, damages or causes of action at law or in equity, together with any and all losses, costs, and expens es and attorneys fees arising in connection therewith or related thereto (i) that are asserted by any party for damage to property, bodily injuries, diseases or death (including any worker’s compensation claims) arising or in any manner growing out of the work governed by the Purchase Order, (ii) that relate to or arise out of any claim asserted by, through or under Seller or its subcontractors, material men and suppliers (including mechanic’s lien claims), or (iii) that arise from any breach by Seller of any of th e warranties, covenants, terms or conditions of the Purchaser Order, including These Terms.

11. Compliance with Laws/Permits . Seller represents, warrants and agrees that the goods to be delivered and/or the services to be performed have been or will be, manufactured, sold and delivered or performed, as applicable, in compliance with all applicable federal, state, local, and foreign laws and all lawful orders, rules and regulations promulgated thereunder or in connection therewith, including, but not limited to, any applicable unemployment, workers’ compensation or environmental laws, the Occupational Safety and Health Act, and the Fair Labor Standards Act. Seller will, at Seller’s sole expense, secure and maintain in full force any and all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by any applicable law, rule, regulation, ordinance, or governmental authority. At Woodings’ request, Seller shall provide to Woodings copies of any or all such licenses, permits, approvals, authorizations, registration and certificates.

12. Confidentiality . In the course of performing services or producing and delivering goods, the Seller and its subcontractors, if any, may have access to “Confidential Information” (as her einafter defined) of Woodings, which Woodings desires to protect from unauthorized disclosure. For the purposes hereof “Confidential Info rmation” shall mean any and all information, data, documents or other materials relating to the Purchase Order, all Intellectual Property, marketing information, financial information, business plans and other information or materials which are non-public, confidential or proprietary in nature. Seller (including its officers, directors, members, employees, agents and subc ontractors) shall hold all such Confidential Information in strict confidence and shall not disclose nor release in any manner such Confidential Information to any third party, except as expressly provided herein, nor use such Confidential Information for any purpose other than as may be necessary to perform the services or produce or deliver the goods provided for in the Purchase Order.

13. Health and Safety . All materials supplied under the Purchase Order must satisfy current governmental and safety considerations on restricted, toxic and hazardous materials, as well as environmental, electrical and electromagnetic considerations (applic able to the country of manufacture and sale). A Material Safety Data Sheet (“MSDS”) and subsequent revisions thereof that comply with O.S.H.A. requir ements (29 C.F.R. 1920.1200) must be provided to the using location with the initial shipment and first shipment after revisions for all hazardous materials that are the subject of the Purchase Order. The MSDS must indicate the Purchase Order number and release number and the receiving location and phone number shown on the face of the Purchase Order. All containers of hazardous materials shall be properly labeled in accordance with Section 1910.1200, paragraph (f) of the O.S.H.A. hazards communication standard. Containers not meeting these labeling requirements shall be subject to refusal of delivery at the receiving location and will be returned at the expense of Seller.

14. Services . Seller shall perform all services hereunder free and clear from any liens or other claims of an y contractors, subcontractors and materialmen retained by Seller, and Seller shall defend, indemnify, and hold Woodings harmless with respect thereto. If Seller is to perform services on Woodings’ property then Seller shall conform strictly to all of Woodings’ site rules and regulations. Prior to the performance of any work on Woodings’ premises, Seller shall obtain and maintain at all times comprehensive general liability and property damage insurance as required by Woodings but in no event in an amount of le ss than $1,000,000 per occurrence and $2,000,000 in the aggregate, and worker’s compensation and employers’ liability insurance in the amount no less than the requirements of the jurisdiction in which the work is to be performed. Seller shall provide coverage for any legal liability which may exceed the underlying limits of insurance coverages required herein pursuant to a Comprehensive Excess Indemnity policy (commonly referred to as an “Umbrella” policy) with aggregate limits of $5,000,000. All such policies shall name Woodings as an additional insured and shall contain a waiver of subrogation against Woodings.

15. Liens and Claims . If goods covered by the Purchase Order are to be fabricated, assembled or installed in whole or in part upon Woodings’ premises, Seller shall keep such premises free of all mechanic’s and similar liens arising in connection with work covered by the Purchase Order and shall execute or cause to be executed and submit with each invoice such lien waivers, sworn statements and related forms as Woodings shall request. Seller shall execute su ch documents as Woodings may reasonably require as evidence of Woodings’ interest in any equipment or property owned by Woodings in the possession of Seller.

16. Miscellaneous .

(a) Modifications. These Terms may not be amended, modified or supplemented except in a writing signed by an authorized representative of Woodings.

(b) Assignment. Seller shall not assign any right or delegate any duty hereunder without the prior written consent of Woodings. These Terms shall be binding upon and inure to the benefit of Seller and Woodings and their respective heirs, successors and permitted assigns.

(c) Governing Law . The rights and obligations of Seller and Woodings shall be governed by the laws of the Commonweal th of Pennsylvania without giving effect to conflicts of law provisi ons. Seller and Woodings agree that any action or claim arising out of any disp ute in connection with These Terms, the Purchase Order, or the provision of goods or services pursuant to the Purchase Order shall be brought in any state or federal court situated in Allegheny County, Pennsylvania, and Seller hereby irrevocably consents to the exclusive jurisdiction of such court and to service of process in any such suit being made upon Seller by any permissible method. Seller hereby waives any objection that it may now or hereafter have to the venue of any such suit or that such suit is brou ght in an inconvenient court. Seller and Woodings expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

(d) Disputes; Attorney Fees . The parties shall first attempt to resolve any dispute regarding, or claim brought under or in connection with These Terms or the Purchase Order or any goods or services to be provided pursuant thereto, by exchange of doc uments by senior management of the parties, who may be assisted by counsel. Any thereafter unresolved matters shall be governed by the Sub-Section entitled “Governing Law”. In connection with any of the foregoing, Seller shall pay to Woodings on demand any and all expenses, including reasonable attorneys’ fees, expenses and disbursements, incurred or paid by Woodings in collecting any amounts owed by Seller to Woodings, in protecting, preserving or enforcing any of Woodings’ rights and remedies against Seller or otherwise expended in connection with the Transactions.

(e) Waiver . The failure of Woodings or Seller at any time to require performance by the other party of any provision of a Purchase Order, including These Terms, shall in no wa y affect the right to require such performance at any time thereafter, nor shall the waiver by either Woodings or Seller of a breach of any provision of a Purchase Order, including These Terms, constitute a waiver of any succeeding breach of the same or any other provision.

(f) Severability . If any term of the Purchase Order, including These Terms, is invalid or unenforceable under any statute, regulation, ordinance, executive order, or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to co mply with such statute, regulation, ordinance, executive order, or rule of law, and the remaining provisions of the Purchase Order, including These Terms, shall remain in full force and effect.

(g) Setoff . Woodings may withhold out of amounts otherwise due Seller under a Purchase Order or any other agreement with Seller, such sums sufficient to compensate itself for any amount at any time that may be owed by Seller to Woodings in connection with the Purchase Order or such other agreement. This right of “setoff” s hall be in addition to, and not exclusive of, any other rights or remedies prov ided in These Terms or by law or equity.

(h) Complete Agreement . The Purchase Order, together with the attachments, exhibits, or supplements specifically referenced therein and including These Terms, constitute the entire agreement between Seller and Woodings with respect to the subject matter contained therein, and supercede all prior oral or written representations, proposals, and agreements.

Woodings Industrial Corporation

Terms and Conditions of Sale

WOODINGS INDUSTRIAL CORPORATION – Terms and Conditions of Sale

All sales of Woodings Products are subject to the following Terms and Conditions of Sale .

1. Definitions. The word “Seller” as used herein shall mean Woodings Industrial Corporation. The word “Buyer” shall mean the party to whom the Woodings product is sold. The term “Product” means machines, parts, drill steel and any other equipment sold by Seller.

2. Acceptance. All Contracts and orders are subject to final acceptance at the home office of the Seller at Mars, Pennsylvania .

The terms and conditions herein contained, any additional “S upplement to Terms and Cond itions of Sale,” and terms and conditions stated in the Seller’s quotation shall constitute the only agreement between the Seller and the Buyer. Any terms and conditions pr oposed by the Buyer in its purchase order or otherwise, whether before or after receipt hereof are hereby expressly rejected and shall not become part of the contract between the Buyer and the Seller unless specifically accepted in writing by a duly authorized officer of the Seller. The Seller’s quotation is made subject to prior sales to third parties. In any event, said quotation will become void if not accepted by the Buyer within 30 days from the date of the offer .

Seller reserves the right to hold shipment of telephone or oral orders until written confirmation has been received from Buyer. Buyer assumes full responsibility for inaccurate or incomplete data supplied on special orders.

3. Prices. All prices are subject to change without notice at any time and are based in part on the applicability of the Terms and Conditions set forth herein. Should the Buyer desire other or different terms, the prices may be adjusted accordingly .

Prices are F.O.B. point of shipment at Seller’s factory for equipment boxed, crated, or skidded for domestic shipment (export packing charges are extra). Prices are those in effect at the time the order is received at Woodings Industrial Corporation, Mars, Pennsylvania 16046, U.S.A.

IF BUYER SHOULD DELAY SHIPMENT BEYOND

ORIGINAL CONTRACT DATE, THE PRICES CHARGED

WILL BE THOSE IN EFFECT AT THE TIME THE

SHIPMENT IS MADE.

Seller reserves the right to cancel Buyer’s order in the event that (a) any government price regulation, schedule or ceiling prescribes a price lower than Seller’s price established in the order acknowledgment, or in any way prevents Seller from purchasing or otherwise acquiring any commodity or service necessary to the performance of the order, or in any way prevents Seller from adjusting its prices when the cost of any such commodity or service is increased and (b) in the event any major change in economic cond itions renders Seller’s performance unprofitable.

4. Taxes. Prices do not include any sales, use, excise, property or other such taxes, tariffs and duties that may be levied on the transaction by local, state, federal or foreign governments. Any taxes Seller is required to collect for Buyer will be added to the invoice or billed separately to the Buyer. Any claim of Buyer’s exception from any sales or use tax shall be accompanied by an appropriate exemption certificate.

5. Terms of Payment. – Domestic. Unless otherwise specified in the Seller’s quotation, the terms of payment will be net cash 30 days from date of invoice, subject to credit approval by Seller’s credit department. In cases where shipment of a completed product is delayed at request of Buyer, Seller reserves right to issue invoice for the product as of the date it becomes ready for shipment. Late charges at the rate of 1.5% per month (18% annually) may be charged on past due accounts .

Foreign. Unless otherwise specified in the quotation and upon Seller’s acceptance of the order, the terms of payment shall be through an uncond itional, irrevocable letter of credit, all payments to be made in United States Dollars. Letter of Credit to be established through and confirmed by a New York bank and shall provide for payment against Seller’s sight draft accompanied by a commercial invoice and Buyer’s forwarding agent’s receipt acknowledging delivery of equipment to a United States port and by such other documents, if any, as may be required by the governments involved.

6. Delivery. The quoted delivery dates are approximate and a more specific date will be established upon the Seller’s acceptance of Buyer’s order. Delivery dates are subject to revision at any time due to causes beyond the Seller’s control. These would include, but not be limited to, delay in receipt of purchaser’s signed order or complete specifications, fire, shortages of material, transportation delays, strikes, failure of suppliers or subcontractors to meet delivery schedules, war, riots and any action by or prior system imposed by authority of any government agency. Any delay or non-delivery caused by the foregoing shall not result in liability for the Seller.

Delivery to a common carrier or licensed trucker shall constitute tender of delivery to the Buyer and all risk of loss or damage in transit shall be borne by the Buyer. In no event the Seller be held liable for damages or contingent expenses caused by delays in delivery .

Seller reserves the right to stoppage in transit and repossess equipment not withstanding delivery to the carrier, until payment in full has been made to Seller. Buyer by acceptance of the products grants a security interest to Seller in such products until paid in full together with all of the rights and remedies of a secured party under the Uniform Commercial Code. Buyer appoints Seller its attorney-in-fact to file Uniform Commercial Code -1 financial statements to record its security interest .

No claim relating to quantity, c ondition, loss or damage to the goods made by Buyer will be accepted by Seller after thirty (30) days after date of shipment .

7. Warranty, Disclaimer, Limitation of Liability and Remedy. Seller warrants to the original Buyer only that products manufactured by the Seller and sold directly by the

Seller or through an authorized representative and used by the original Buyer within limits of rated and normal usage will be free from defects which are not commercially acceptable in material and workmanship.

This warranty shall apply only to products sold, installed and maintained in the forty eight (48) continental United States. Any product not so sold, installed, and maintained shall be sold “as is” and any repairs or service shall be provided in accordance with paragraph 10 hereof, “Repairs and Service Non Warranty,” unless otherwise expressly agreed to in writing by Seller. In no event shall the Buyer have any rights greater hereunder than if all components were manufactured by Seller .

The terms of this warranty do not in any way extend to any product or part thereof which has a life under normal usage inherently shorter than the one year period indicated above or which was not manufactured by the Seller. Seller’s obligation and liability with respect to com ponents not manufactured by the Seller shall be limited to the extent of express warranties received by Seller from such component manufacturers.

This warranty is void and of no effect and Seller shall not be liable for any breach of warranty, express or implied if the equipment or any part of component thereof shall have been repaired or altered by persons other then the Seller unless expressly authorized in writing by Seller, or if the equipment is operated or installed contrary to Seller’s instruction or subjected to misuse negligence or accident.

Written notice of any claimed defect within the warranty period must be presented to the Seller immediately upon Buyer’s discovery of the defect .

Seller shall have the option to inspect any parts claimed to be defective either at the Buyer’s place of business or at the Seller’s place of manufacture while the product is in the claimed defective conditions. No return shall be accepted unless Seller has had an opportunity to inspect the equipment or has expressly authorized the return. Operation of the product must be suspended until written clearance is issued for continued operation provided that Seller upon receipt of written notice of a claimed defect will proceed without unreasonable delay to remedy any defect coming within the warranty which is found to exist. During the warranty period, parts found to be defective by Seller’s inspection will be furnished free of charge, shipment F.O.B. Aforesaid point of shipment .

THERE ARE NO OTHER WARRANTIES THAT

EXTEND BEYOND THE WARRANTY HEREIN

CONTAINED. THE WARRANTY STATED HEREIN IS IN

LIEU OF ALL OTHER WARRANTIES EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED TO ANY

IMPLIED WARRANTY OF MERCHANTABLILITY OR

FITNESS FOR A PARTICULAR PURPOSE AND IS IN

LIEU OF ANY AND ALL OTHER OBLIGATIONS OR

LIABILITIES ON SELLER’S PART. No statement, oral or written, inconsistent with this warranty is binding on the Seller. No agent, employee or representative of the Seller, other that an officer, duly authorized, has any authority to bind the Seller to any confirmation, representation or warranty concerning the Seller’s product beyond that specifically included in the warranty contained herein.

UNDER NO CIRCUMSTANCES WILL THE SELLER BE

LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL

DAMAGE OR EXPENSE OF ANY KIND, INCLUDING,

BUT NOT LIMITED TO, PERSONAL INJURIES AND

LOSS OF PROFITS, ARISING IN CONNECTION WITH

ANY CONTRACT OR WITH THE USE, ABUSE, UNSAFE

USE OR INABILITY TO USE SELLER’S PRODUCTS.

Seller’s maximum liability shall not exceed and Buyer’s remedy is limited to either (A) repair or replacement of the defective part or product or at the Seller’s option, (B) return of the product and refund of the purchase price; and such remedy shall be the Buyer’s entire and exclusive remedy.

The sole purpose of the stipulated exclusive remedy shall be to provide the Buyer with free repair or replacement of defective products, or refund of the purchase price, in the manner provided herein. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing and able to repair or replace defective products, or to refund the purchase price in the prescribed manner.

8. Indemnification. Buyer agrees to indemnify and hold Seller harmless from any and all liability, loss or damages which Seller may suffer as a result of claims, demands, costs or judgments made against Seller arising out of any use whatsoever of the machinery and equipment sold pursuant to this Agreement, which liability, loss or damages, claims, demands or judgments are based upon or result from (a) any alteration or modification of the machinery or equipment by Buyer, Buyer’s officers, agents or employees; or (b) the failure of Buyer, Buyer’s officers, agents or employees to follow manufacturer’s instructions, warnings or recommendations which are communicated by Seller to Buyer in any form before, during or after the item of this sale; or (c) the failure of Buyer, Buyer’s officers, agents or employees to comply with federal, state, or local laws or regulations applicable to the use of such machinery or equipment, including but not limited to the 1970 Occupational Safety and Health Act as amended; (d) the failure of Buyer, Buyer’s officers, agents or employees to properly train and instruct anyone using such machinery or equipment.

9. Repairs and Service – Non-Warranty. The cost of all servicing of equipment not provided for in preceding sections may be charged for by the Seller at a per diem rate per man per workday plus transportation and living expenses.

10. Cancellation. Upon written request from Buyer to cancel all or part of an order, the Seller will stop all work as promptly as possible. Any and all work that is complete on date of notification in writing to stop work or cancel shall be invoiced and paid in full; For work that is not completed, a cancellation charge will be rendered in lieu of liquidated damages. Cancellation charge will be computed on the basis of the Seller’s full cost (for all engineering work, all work in process and raw materials, all supports and commitments made by the Seller in connection with the order)plus 15%, less such allowances as the Seller may be in a commercially practical position to make for any standard components and for the balance of the material as scrap. Buyer shall promptly instruct Seller as to the disposition of the product and the Seller, if instructed, shall hold the product for Buyer’s account. All costs of storage, insurance handling, boxing or other costs in connection therewith shall be borne by the Buyer. Seller shall have no obligation to use the product in filling orders for other of its customers .

expressly agrees that it will not assert any property rights, therein, except the rights for itself and subsequent owners to use the equipment. Any prints, brochures, drawings or other information furnished to the Buyer by the Seller are intended solely for the confidential use by the Buyer and shall remain the property of the Seller, and shall not be used to detriment of the Seller’s competitive position. No license to manufacture is conveyed as part of the sale or otherwise.

12. Patent Indemnity. If any product furnished by the Seller is rightfully claimed to infringe any United States Patent issued at the time Buyer’s order is accepted, Seller agrees at its option: (1) to procure for Buyer, the right to use the product, or (2) to modify or replace the product so as to avoid infringement, or (3)to accept re-delivery of the product and reimburse Buyer for the purchase price and any transportation expenses incurred by Buyer. Should any litigation be instituted against Buyer based on a claim that any product in the condition received from Seller infringes any United States patent, Seller will undertake the defense thereof on Buyer’s behalf and pay any damages and costs awarded therein against Buyer, provided Seller is given prompt written notice and is furnished with copies of all demands, process and pleadings, and Buyer cooperates fully in giving Seller authority, information and assistance at Seller’s expense for such defense, as well as control over the defense and negotiations with regard to settlement.

THE FOREGOING REPRESENTS SELLER’S ENTIRE AND

EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE

OF PATENT INFRINGEMENT AND IS IN LIEU OF ANY

STATUTORY WARRANTY RELATING TO INFRINGEMENT.

SELLER SHALL HAVE NO RESPONSIBILITY INSOFAR AS

ANY PRODUCT IS MODIFIED BY BUYER OR IS MADE OR

MODIFIED BY SELLER IN ACCORDANCE WITH BUYER’S

ORDER AND BUYER SHALL INDEMNIFY SELLER IN

ACCORDANCE WITH THE INDEMNITY IN PARAGRAPH “12”

ABOVE FOR ANY CLAIM WHICH ARISES OUT OF SELLER’S

COMPLIANCE WITH BUYER’S SPECIFICATIONS. SELLER

SHALL ALSO HAVE NO RESPONSIBILITY WITH REGARD TO

ANY SETTLEMENT, ADMISSION OR PROMISE MADE BY

BUYER WITHOUT SELLER’S PRIOR WRITTEN CONSENT,

NOR SHALL SELLER BE LIABLE FOR ANY INDIRECT,

SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE

WHATSOEVER, INCLUDING LOSS OF PROFITS, CLAIMED TO

HAVE BEEN SUSTAINED BY BUYER OR ANY USER OF THE

PRODUCT ARISING OUT OF ANY CLAIM OF

INFRINGEMENT.

] Seller is entitled to indemnity from certain of its suppliers and the rights and options vested in Seller shall extend to such suppliers and may be exercised by them.

13. Reservation of Rights. Seller reserves the right to make subsequent improvements and changes in design of its products without imposing any obligation to make such changes or improvements upon products sold to the Buyer.

14. Limitation of Action. Any action for breach of Seller’s warranty must be commenced within twelve (12) months from the time the cause of action accrues unless the period for action shall be extended by Seller in writing. In the interpretation of this limitation of action for breach of Seller’s warranty it is expressly agreed that there are no warranties of future performance of the equipment that would extend the period of limitation herein contained for bringing an action.

IT IS EXPRESSLY UNDERSTOOD THAT ANY EFFORT

BY BUYER, SELLER OR AGENTS TO REPAIR ANY PRODUCT

SHALL NOT EXTEND THE TWELVE (12) MONTH PERIOD OF

LIMITATION UNLESS SELLER AGREES IN WRITING. THE

WARRANTY SET FORTH IN PARAGRAPH “7” APPLIES TO

REPLACEMENT PARTS AS WELL AS EQUIPMENT

ORIGINALLY SOLD, AND NOTHING EXCEPT SELLER’S

WRITTEN CONSENT SHALL EXTEND ITS OBLIGATION IN

WARRANTY MORE THAN THE PERIOD SPECIFIED IN

PARAGRAPH “7”.

15. Installation Costs. All cost incident to installation or erection or both of any product shall be borne solely by Buyer.

16. Interpretation and Jurisdiction. Any contract resulting from Seller’s quotation or acknowledgment of Buyer’s purchase order shall be governed by and construed in accordance with the laws of the State of Pennsylvania other than its conflict of laws doctrine. The Buyer consents to the exclusive Personal Jurisdiction over the parties of the courts located in Allegheny County, Pennsylvania and venue in such courts.

WOODINGS INDUSTRIAL CORPORATION, MARS,

PENNSYLVANIA 16046

Munroe, Incorporated

Standard Purchase Order Terms and Conditions

MUNROE, INCORPORATED

STANDARD PURCHASE ORDER TERMS AND CONDITIONS

1. Exclusive Application. The following terms and conditions (“These Terms”) constitute the exclusive terms and conditions that will apply to the issuance of any purchase order (“Purchase Order”) by, or the provisions of goods or services to, Munroe, Incorporated (“Munroe”) by any vendor or supplier of such goods or services (“Seller”). No addition to or modification of These Terms and no other agreements, proposals or understandings shall be binding upon Munroe unless made in writing and signed by a representative of Munroe’s Purchasing Department. Acceptance of a Munroe Purchase Order and/or the provisions of goods or services to Munroe by Seller shall constitute Seller ’s acceptance of these exclusive terms and conditions of purchase. Acceptance of, or payment for, any goods or services by Munroe shall not constitute Mu nroe’s acceptance of any contrary or additional terms and conditions proposed by Seller and all such contrary or additional terms or conditions are deemed immate rial and are hereby rejected. Any reference to Seller’s bids, offers or proposals contained in any Purchase Order of Munroe is solely for the purpose of incorporating the descriptions and specifications of the goods and/or services contained in such offer, bid or proposal, but only to the extent that those descriptions and specifications do not conflict with the terms hereof or in the Purchase Order.

2. Prices/Financial Terms. All prices and other financial terms as set forth on any Munroe Purchase Order are firm and shall include all federal, state and local taxes, tariffs, fees and other governmental charges. Seller shall not charge Munroe for any packing cases, containers, drums or other packaging materials or services unless specifically set forth on the Munroe Purchase Order. Except as expressly provided on any Munroe Purchase Order, the commencement of any payment and/or applicable discount period shall begin on the later of (a) three (3) business days after shipment is received by Munroe, (b) the date Seller’s in voice is received by Munroe, or (c) the date of Seller’s invoice.

As a material inducement to Munroe to purchase goods or services from Seller, Seller warrants and agrees that the prices, discounts and other financial terms for any goods or services provided to Munroe are and shall be the most favorable from Seller for comparable goods and/or services regardless of quantity.

3. Shipping and Billing. Unless expressly stated otherwise on the Purchase Order, all goods shall be shipped by Seller FOB to the “Ship to” location designated and when required on the Purchase Order. All servi ces shall be performed when, where and as required on the Purchase Order. TIME IS OF THE ESSENCE IN THE DELIVERY

OF THE GOODS AND/OR PERFORMANC E OF THE SERVICES COVERED

HEREBY. Seller assumes full responsibility for packing, crating, marking, storage, insurance, transportation and liability for loss and/or damage even if Munroe has agreed to pay freight, delivery or other transportation changes. Munroe shall have the right to designate the carrier and the shipping and delivery routing for all goods covered on the Purchase Order. Unless Munroe specifically directs otherwise, or when terms of purchase require shipment with freight prepaid, Seller shall route the shipment to secure lowest tariff rates, taxes and government fees and charges, taking into account all discounts available. If Seller ships via a higher rated route, Seller shall pay, or reimburse Munroe for, or credit to Munroe’s account, such excess tariff, taxes or other fee charges.

The shipping notice must be issued to Munroe on the date of shipment to the “ship to” location designated by Munroe, as point of destination. Goods arriving without proper notices having been received will be held un til the desired inform ation is fu rnished, and all demurrage thus accruing shall be for Seller’s account. Shipments to each location shall be invoiced separately. Invoi ces shall state the Purchase Order number, item number, shipping point, place of delivery, route destination, whether the freight is prepaid or collect, and the terms of paym ent. Invoices not rendered in accordance with these instructions will be returned and the discount date will be based upon the date the corrected invoice is received by Munroe.

4. Packaging. All goods shall be shipped fully assembled (or where not practicable to do so, as completely assembled as permitted by the carrier), suitably packed and accompanied by a packing list. Cartons contai ning packing lists must be so marked. Uncrated or bundled goods must be tagged with waterproof tags. No charge for packing, handling or transportation shall be made unless stated in the Purchase Order.

5. Warranty. Seller expressly warrants that all goods delivered will be (i) new, of merchantable quality and fit for the purpose intended by Munroe, (ii) free from defects in material and workmanship, (iii) comprised of raw materials and components of the highest quality used by Seller or its supplier in producing such goods; (iv) of the quantities, quality, size, dimensions, specifications, drawings, samples, and descriptions (including pe rformance specifications) (collectively, “Requirements”) furnished to or by Munroe, and (v) conveyed with clear title thereto, free of any lien or claim of any na ture by any third person. Seller warrants that all services performed shall be in conformity with the terms hereof including all of Munroe’s Requirements, shall be performed in a good and workmanlike manner in accordance with current industry standards and shall be fit for any purpose intended by Munroe. These express warranties shall not be waived by reason of acceptance or payment by Munroe. In addition, and without limiting any warranties or remedies provided for herein, These Terms incorporat e by reference all te rms of the Uniform Commercial Code as adopted in the Co mmonwealth of Pennsylvania (the “UCC”) providing any protection to Munroe including, but not limited to all warranty protection (express or implied) and all other remedies under the UCC. All of the rights, warranties and remedies provided for herein are made for the benefit of Munroe and its distributors and end customers or users, if applicable, and shall be fully transferable to and enforceable by such distributors and end customers or users.

6. Non Conforming Goods. All goods received shall be subject to Munroe’s right of inspection and rejection. Munroe shall have a reasonable time within which to inspect the goods and shall not be obligated to inspect goods purchased as spare parts, inventory or for future use until the same are to be used by Munroe. Excess or defective goods or goods not in conformanc e with Munroe’s Requirements will be held for a reasonable period of time for disposition in accordance with Seller’s instructions at Seller’s risk and expense and if Seller directs, will be returned at Seller’s expense. Returned goods may be replaced by Seller only upon issuance by Munroe of a new Purchase Order placed by a duly authorized representative of Munroe. If inspection discloses that a portion of the goods received are not in conformance with the Requirements, Munroe shall, at its election, have the right to

(i) cancel the Purchase Order, (ii) requi re Seller to repair or replace the nonconforming goods or re-perform the services, (iii) purchase substitute goods or services elsewhere and charge Seller with an y cost, charge or loss incurred, or (iv) seek damages from Seller. Payment for goods or services furnished or performed pursuant to the Purchase Order shall not constitute acceptance thereof by Munroe and such payments shall be deemed to have been made without prejudice to any and all claims Munroe may have against Seller. The remedies above provided to Munroe are not exclusive and are in addition to all othe r remedies available to Munroe pursuant to law, the Purchase Order or otherwise.

7. Purchase Order Modification or Termination. Munroe reserves the right to modify a Purchase Order with respect to quantities, delivery schedules, and/or Requirements by delivering one or more revisions of such Purchase Order to Seller. If Seller’s costs are reduced because of such revisions, Seller shall reduce the Purchase Order price to reflect all such quantifiable co st savings, whether di rect or indirect. If Seller’s costs are increased because of such revisions, Munroe will consider Seller’s request for a reasonable adjustment to the Purchase Order price; provided, however, that if Seller does not notify Munroe of a cost impact within ten (10) days of the issuance of the revision, then Seller shall be deemed to waive any claim for a price increase due to the revision. Munroe may also terminate a Purchase Order or any part thereof for any reason at Munroe’s conveni ence upon written notice to Seller. Upon such termination, Seller agrees to waive all claims for damages, including those for loss of anticipated profits, and to accept as its sole remedy for termination the value of all work performed prior to the termination; provided, however, that Munroe shall have no liability whatsoever for goods which are Seller’s standard stock. If requested in writing by Seller, Munroe will consider Seller’s written request for reimbursement of reasonable costs occasioned by termination . Any request by Seller for adjustment attributable to a revision or termination of a Purchase Order must be made within thirty (30) days from the date when the revision or termination was issued to Seller; otherwise, such request will not be entertained by Munroe.

8. Ownership of Intellectual Property. Any and all intellectual property (inclusive of drawings, patterns, molds, models, specifications or other information or materials) (collectively “Intellectual Pr operty”) provided by Munroe to Seller shall be and remain the sole property of Munroe and, other than the limited right to use such Intellectual Property to produce the goods or perform the services hereunder, Seller shall have or acquire no right, title or interest therein. Any and all Intellectual Property provided by Seller to Munroe in connection with the goods or services covered by the Purchase Order (the “Purchas ed Intellectual Property”) shall become Munroe’ property and shall be considered to be works for hire. Seller hereby assigns to Munroe all of its right, title and interest in the Purchased Intellectual Property and agrees to execute any additional documents that may be required to confirm such assignment as may be reasonably requested by Munroe. Seller warrants that the sale, licensing or use of the goods and services covered by the Purchase Order (including the Purchased Intellectual Property) will not infringe or contribute to the infringement of any patents, trademarks, copyrights or other intellectual property rights of any third party, either in the United States or in o ther countries, and Seller covenants to defend and indemnify Munroe and its distributors and end customers or users, at Seller’s sole cost and expense, against every suit for any such actual or alleged infringement which may be brought against Munroe or any of its distributors and end customers or users, and to pay all expenses and fees of counsel which shall be incurred in defending, and all costs, damages, profits or other recoveries in every such suit.

9. Delays/Force Majeure. Shipment and delivery date(s) specified in the Purchase Order are of the essence. In the event of causes beyond the reasonable control of Seller or Munroe, such as acts of God, acts of civi l or military authorities, Governmental policies, fires, strikes, lockouts, floods, epidemics, war, riot, or other contingency or circumstance, the non-occurring of which was a basic assumption on which any Purchase Order was issued, the party affected thereby shall promptly notify the other party of such event and shall use its best reasonable efforts to remedy the situation. In such event affecting Seller, Seller shall not be liable for delays in manufacture or delivery of goods and servic es, provided Seller allocates all available production, inventories and deliveries in satisfaction of its obligations to Munroe. In such event affecting Munroe, Munroe shall not be liable to accept any part of such goods and services.

10. Indemnity. Seller shall defend, indemnify and hold harmless Munroe and its agents, employees, representatives, officers and directors and its and their respective successors and assigns from and against any and all claims, actions, damages or causes of action at law or in equity, together with any and all losses, costs, and expenses and attorneys fees arising in connec tion therewith or related thereto (i) that are asserted by any party for damage to property, bodily injuries, diseases or death (including any worker’s compensation claims) arising or in any manner growing out of the work governed by the Purchase Order, (ii) that relate to or arise out of any claim asserted by, through or under Seller or its subcontractors, material, men and suppliers (including mechanic’s lien claims), or (iii) that arise from any breach by Seller of any of the warranties, covenants, terms or conditions of the Purchaser Order, including These Terms.

11. Compliance with Laws/Permits. Seller represents, warra nts and agrees that the goods to be delivered and/or the services to be performed have been or will be, manufactured, sold and delivered or performed, as applicable, in compliance with all applicable federal, state, local, and foreign laws and all lawful orders, rules and regulations promulgated thereunder or in connection therewith, including, but not limited to, any applicable unemployment, workers’ compensation or environmental laws, the Occupational Safety and Health Act, and the Fair Labor Standards Act. Seller will, at Seller’s sole expense, secu re and maintain in full force any and all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by any applicable law, rule, regulation, ordinance, or governmental authority. At Munroe’ request, Seller shall provide to Munroe copies of any or all such licenses, permits, approvals, authorizations, registration and certificates.

12. Confidentiality. In the course of performing services or producing and delivering goods, the Seller and its subcontractors, if any, may have access to “Confidential Information” (as hereinafter defined) of Munroe, which Munroe desires to protect from unauthorized disclosure. For the purposes hereof “Confidential Information” shall mean any and all information, data, documents or other materials relating to the Purchase Order, all Intellectual Prop erty, marketing information, financial information, business plans and other information or materials which are non-public, confidential or proprietary in nature. Seller (including its officers, directors, members, employees, agents and subcontractors) shall hold all such Confidential Information in strict confidence and shall not disclose nor release in any manner such Confidential Information to any third party, except as expressly provided herein, nor use such Confidential Information for any purpose other than as may be necessary to perform the services or produce or deliver the goods provided for in the Purchase Order.

13. Health and Safety. All materials supplied under the Purchase Order must satisfy current governmental and safety considerat ions on restricted, toxic and hazardous materials, as well as environmental, el ectrical and electroma gnetic considerations (applicable to the country of manufacture and sale). A Material Safety Data Sheet (“MSDS”) and subsequent revisions thereof that comply with O.S.H.A. requirements (29 C.F.R. 1920.1200) must be provided to the using location with the initial shipment and first shipment after revision s for all hazardous materials that are the subject of the Purchase Order. The MSDS must indicate the Purchase Order number and release number and the receiving location and phone number shown on the face of the Purchase Order. All containers of hazardous materials shall be properly labeled in accordance with Section 1910.1200, paragraph (f) of the O.S.H.A. hazards communication standard. Containers not meeting these labeling requirements shall be subject to refusal of delivery at the receiving location an d will be returned at the expense of Seller.

14. Services. Seller shall perform all services here under free and clear from any liens or other claims of any contractors, subcontractors and material men retained by Seller, and Seller shall defend, indemnify, and hold Munroe harmless with respect thereto. If Seller is to perform services on Munroe’s pr operty then Seller shall conform strictly to all of Munroe’s site rules and regulations. Prior to the performance of any work on Munroe’s premises, Seller shall obtain and maintain at all times comprehensive general liability and property damage insurance as required by Munroe but in no event in an amount of less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and worker’s compensation a nd employers’ liability insurance in the amount no less than the requirements of the jurisdiction in which the work is to be performed. Seller shall provide coverage for any legal liability which may exceed the underlying limits of insurance coverages required herein pursuant to a Comprehensive Excess Indemnity policy (com monly referred to as an “Umbrella” policy) with aggregate limits of $5,000,000. All such policies shall name Munroe as an additional insured and shall contain a waiver of subrogation against Munroe.

15. Liens and Claims. If goods covered by the Purchase Order are to be fabricated, assembled or installed in whole or in part upon Munroe’s premises, Seller shall keep such premises free of all mechanic’s and similar liens arising in connection with work covered by the Purchase Order and shall execute or cause to be executed and submit with each invoice such lien waivers, sworn statements and related forms as Munroe shall request. Seller shall execute such documents as Munroe may reasonably require as evidence of Munroe’ interest in any equipment or property owned by Munroe in the possession of Seller.

16. Miscellaneous.

(a) Modifications. These Terms may not be amended, modified or supplemented except in a writing signed by an authorized representative of Munroe.

(b) Assignment. Seller shall not assign any right or delegate any duty hereunder without the prior written consent of Munroe. These Terms shall be binding upon and inure to the benefit of Seller and Munroe and their respective heirs, successors and permitted assigns.

(c) Governing Law. The rights and obligations of Sell er and Munroe shall be governed by the laws of the Commonwealth of Pennsylvania without giving effect to conflicts of law provisions. Seller and Munroe agree that any action or claim arising out of any dispute in connection with These Terms, the Purchase Order, or the provision of goods or services pursuant to the Purchase Order shall be brought in any state or federal court situated in Allegheny County, Pennsylvania, and Seller hereby irrevocably consents to the exclusive jurisdiction of such court and to service of process in any such suit being made upon Seller by any permissible method. Seller hereby waives any objection that it may now or hereafter have to the venue of any such suit or that such suit is brought in an inconvenient court. Seller and Munroe expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

(d) Disputes; Attorney Fees. The parties shall first attempt to resolve any dispute regarding, or claim brought under or in connection with These Terms or the Purchase Order or any goods or services to be provided pursuant thereto, by exchange of documents by senior management of the parties, who may be assisted by counsel. Any thereafter unresolved matters shall be governed by the Sub-Section entitled “Governing Law”. In connection with any of the foregoing, Seller shall pay to Munroe on demand any and all expenses, including reasonable attorneys’ fees, expenses and disbursements, incurred or paid by Munroe in collecting any amounts owed by Seller to Munroe, in protecting, preserving or enforcing any of Munroe’ rights and remedies against Seller or otherwise expended in connection with the Transactions.

(e) Waiver. The failure of Munroe or Seller at any time to require performance by the other party of any provision of a Purchase Order, including These Terms, shall in no way affect the right to require such perfor mance at any time thereafter, nor shall the waiver by either Munroe or Seller of a br each of any provision of a Purchase Order, including These Terms, constitute a waiver of any succeeding breach of the same or any other provision.

(f) Severability. If any term of the Purchase Order, including These Terms, is invalid or unenforceable under any statut e, regulation, ordinance, executive order, or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regu lation, ordinance, executive order, or rule of law, and the remaining provisions of th e Purchase Order, including These Terms, shall remain in full force and effect.

(g) Setoff. Munroe may withhold out of amounts otherwise due Seller under a Purchase Order or any other agreement with Seller, such sums sufficient to compensate itself for any amount at any time that may be owed by Seller to Munroe in connection with the Purchase Order or such other agreement. This right of “setoff” shall be in addition to, and not exclusive of, any other rights or remedies provided in These Terms or by law or equity.

(h) Complete Agreement. The Purchase Order, together with the attachments, exhibits, or supplements specifically referenced th erein and including These Terms, constitute the entire agreement between Seller and Munr oe with respect to the subject matter contained therein, and supersede all prior oral or written representations, proposals, and agreements.

Munroe, Incorporated

Terms and Conditions of Sale

MUNROE, INCORPORATED – Terms and Conditions of Sale

All sales of Munroe Products are subject to the following Terms and Conditions of Sale.

1. Definitions. The word “Seller” as used herein shall mean Munroe, Incorporated. The word “Buyer” shall mean the party to whom the Munroe product is sold. The term “Product” means machines, parts, drill steel and any other equipment sold by Seller.

2. Acceptance. All Contracts and orders are subject to final acceptance at the home office of the Seller at Pittsburgh, Pennsylvania .

The terms and conditions herein contained, any additional “Supplement to Terms and Conditions of Sale,” and terms and conditions stated in the Seller’s quotation shall constitute the only agreement between the Seller and the Buyer. Any terms and conditions proposed by the Buyer in its purchase order or otherwise, whether before or after receipt thereof are hereby expressly re jected and shall not become part of the contract between the Buyer and the Seller unless specifically accepted in writing by a duly authorized officer of the Seller. The Seller’s quotation is made subject to prior sales to third parties. In any event, said quotation will become void if not accepted by the Buyer within 30 days from the date of the offer.

Prices are F.O.B. poi nt of shipment at Seller’s factory for equipment boxed, crated, or skidded for domestic shipment (export packing charges are extra). Prices are those in effect at the time the order is rece ived at Munroe, Incorporated, 1820 North Franklin Street, Pittsburgh, Pennsylvania 15233, U.S.A.

IF BUYER SHOULD DELAY SHIPMENT BEYOND

ORIGINAL CONTRACT DATE, THE PRICES CHARGED

WILL BE THOSE IN EFFECT AT THE TIME THE

SHIPMENT IS MADE.

Seller reserves the right to cancel Buyer’s order in the event that (a) any government pr ice regulation, schedule or ceiling prescribes a price lower than Seller’s price established in the order acknowledgment, or in any way prevents Seller from purchasi ng or otherwise acquiring any commodity or service necessary to the performance of the order, or in any way prevents Sell er from adjusting its prices when the cost of any such comm odity or service is increased and (b) in the event any major change in economic conditions renders Seller’s performance unprofitable.

4. Taxes. Prices do not include any sales, use, excise, property or other such taxes, tariffs and duties that may be levied on the transaction by loca l, state, federal or foreign governments. Any taxes Seller is required to collect for Buyer will be added to the invoice or billed separately to the Buyer. Any claim of Buyer’s exception from any sales or use tax shall be accompanied by an appropriate exemption certificate.

5. Terms of Payment. – Domestic . Unless otherwise specified in the Seller’s quotation, the terms of payment will be net cash 30 days from date of invoice, subject to credit approval by Seller’s credit department. In cases where shipment of a completed product is delayed at request of Buyer, Seller reserves right to issue invoice for the product as of the date it becomes ready for shipment. Late charges at the rate of 1.5% per month (18% annually) may be charged on past due accounts.

Foreign. Unless otherwise specified in the quotation and upon Seller’s acceptance of the order, the terms of payment shall be through an unconditional, irrevocable letter of credit, all payments to be made in United States Dollars. Letter of Credit to be established through and confirmed by a New York bank and shall provide for payment against Seller’s sight draft accompanied by a commercial invoice and Buyer’s forwarding agent’s receipt acknowledging delivery of equipment to a United States port and by such other documents, if any, as may be required by the governments involved.

6. Delivery. The quoted delivery dates are approximate and a more specific date will be established upon the Seller’s acceptance of Buyer’s order. Delivery dates are subject to revision at any time due to causes beyond the Seller’s control. These would include, but not be limited to, delay in receipt of purchaser’s signed order or complete specifications, fire, shortages of material, transportation delays, strikes, failure of supplie rs or subcontractors to meet delivery schedules, war, riots and any action by or prior system imposed by authority of any government agency. Any delay or non-delivery caused by the foregoing shall not result in liability for the Seller.

Delivery to a common carrier or licensed trucker shall constitute tender of delivery to the Buyer and all risk of loss or damage in transit shall be bor ne by the Buyer. In no event the shall Seller be held liable for damages or contingent expenses caused by delays in deli

No claim relating to quantity, condition, loss or damage to the goods made by Buyer will be accepted by Seller after thirty (30) days after date of shipment.

7. Warranty, Disclaimer, Limitation of Liability and Remedy. Seller warrants to the original Buyer only that products manufactured by the Seller and sold directly by the Seller or through an authorized representative and used by the original Buyer within limits of rated and normal usage will be free from defects which are not commercially acceptable in material and workmanship.

The terms of this warranty do not in any way extend to any product or part thereof which has a life under normal usage inherently shorter than the one year period indicated above or which was not manufactured by the Seller. Seller’s obligation and liability with respect to components not manufactured by the Seller sha ll be limited to the extent of express warranties received by Seller from such component manufacturers.

This warranty is void and of no effect and Seller shall not be liable for any breach of warrant y, express or implied if the equipment or any part of component thereof shall have been repaired or altered by persons other then the Seller unless expressly authorized in writing by Seller, or if the equipment is operated or installed contrary to Seller’s instruction or subjected to misuse negligence or accident.

Written notice of any claimed defect within the warranty period must be presented to the Seller immediately upon Buyer’s discovery of the defect.

Seller shall have the option to inspect any parts claimed to be defective either at the Bu yer’s place of business or at the Seller’s place of manufacture while the product is in the claimed defective conditions. No return shall be accepted unless Seller has had an opportunity to inspect the equipment or has expressly au thorized the return. Operation of the product must be suspe nded until written clearance is issued for continued operation provided that Seller upon receipt of written notice of a claimed defect will proceed without unreasonable delay to remedy any defect coming within the warranty which is found to exist. During the warranty period, parts found to be defective by Seller’s inspection will be furnished free of charge, shipment F.O.B. Aforesaid point of shipment.

THERE ARE NO OTHER WARRANTIES THAT

EXTEND BEYOND THE WARRANTY HEREIN

CONTAINED. THE WARRANTY STATED HEREIN IS IN

LIEU OF ALL OTHER WARRANTIES EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED TO ANY

IMPLIED WARRANTY OF MERCHANTABLILITY OR

FITNESS FOR A PARTICULAR PURPOSE AND IS IN LIEU

OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITIES

ON SELLER’S PART. No statement, oral or written, inconsistent with this warranty is binding on the Seller. No agent, employee or representative of the Seller, other that an officer, duly authorized, has any authority to bind the Seller to any confirmation, representati on or warranty concerning the Seller’s product beyond that specifically included in the warranty contained herein. UNDER NO CIRCUMSTANCES

WILL THE SELLER BE LIABLE FOR ANY INCIDENTAL OR

CONSEQUENTIAL DAMAGE OR EXPENSE OF ANY KIND,

INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURIES

AND LOSS OF PROFITS, ARISING IN CONNECTION WITH

ANY CONTRACT OR WITH THE USE, ABUSE, UNSAFE

USE OR INABILITY TO USE SELLER’S PRODUCTS.

Seller’s maximum liability shall not exceed and Buyer’s remedy is limited to either (A) repair or replacement of the defective part or product or at the Seller’s option, (B) return of the product and refund of t he purchase price; and such remedy shall be the Buyer’s entire and exclusive remedy.

8. Indemnification. Buyer agrees to indemnify and hold Seller harmless from any and all liability, loss or damages which Seller may suffer as a result of claims, demands, costs or judgments made against Se ller arising out of any use whatsoever of the machinery and equipment sold pursuant to this Agreement, which liability, loss or damages, claims, demands or judgments are based upon or result from (a) any alteration or modification of the machinery or equipment by Buyer, Buyer’s officers, agents or employees; or (b) the failure of Buyer, Buyer’s officers, agents or employees to follow manufacturer’s instructions, warnings or recommendations which are communicated by Seller to Buyer in any form before, during or after the item of this sale; or (c) the failure of Buyer, Buyer’s officers, agents or employees to comply with federal, state, or local laws or regulations applicable to the use of such machinery or equipment, including but not limited to the 1970 Occupational Safety and Health Act as amended; (d) the failure of Buyer, Buyer’s officers, agents or employees to properly train and instruct anyone using such machinery or equipment.

allowances as the Seller may be in a commercially practical position to make for any standard components and for the balance of the material as scrap. Buyer shall promptly instruct Seller as to the disp osition of the product and the Seller, if instructed, shall hold the product for Buyer’s account. All costs of storage, insurance handling, boxing or other costs in connection therewith shall be borne by the Buyer. Seller shall have no obligation to use the product in filling orders for other of its customers.

11. Property Rights. Seller retains for itself any and all property rights in and to all designs, engineering details and other data pertaining to any equipment designed in connection herewith and to all rights of discovery, invention of patent rights arising out of work done for Buyer. The Buyer expressly agrees that it will not assert any property rights, therein, except the rights for it self and subsequent owners to use the equipment. Any prints, brochures, drawings or other information furnished to the Buyer by the Seller are intended solely for the confidential use by the Buyer and shall remain the property of the Seller, and shall not be used to detriment of the Seller’s competitive position. No license to manufacture is conveyed as part of the sale or otherwise.

12. Patent Indemnity. If any product furnished by the Seller is rightfully claimed to infringe any United States Patent issued at the time Buyer’s order is accepted, Seller agrees at its option: (1) to procure for Buyer, the right to use the product, or (2) to modify or replace the product so as to avoid infringement, or (3) to accept re-delivery of the product and reimburse Buyer for the purchase price and any transportation expenses incurred by Buyer. Should any litigation be instituted agains t Buyer based on a claim that any product in the condition received from Seller infringes any United States patent, Seller will undertake the defense thereof on Buyer’s behalf an d pay any damages and costs awarded therein against Buyer, provided Seller is given prompt written notice and is furnished with copies of all demands, process and pleadings, and Buyer cooperates fully in giving Seller authority, information and assistance at Seller’s expense for such defense, as well as control over the defense and negotiations with regard to settlement.

THE FOREGOING REPRESENTS SELLER’S ENTIRE AND

EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF

PATENT INFRINGEMENT AND IS IN LIEU OF ANY STATUTORY

WARRANTY RELATING TO INFRINGEMENT. SELLER SHALL

HAVE NO RESPONSIBILITY INSOFAR AS ANY PRODUCT IS

MODIFIED BY BUYER OR IS MADE OR MODIFIED BY SELLER IN

ACCORDANCE WITH BUYER’S ORDER AND BUYER SHALL

INDEMNIFY SELLER IN ACCORDANCE WITH THE

INDEMNITY IN PARAGRAPH “12” ABOVE FOR ANY

CLAIM WHICH ARISES OUT OF SELLER’S COMPLIANCE

WITH BUYER’S SPECIFICATIONS. SELLER SHALL ALSO

HAVE NO RESPONSIBILITY WITH REGARD TO ANY

SETTLEMENT, ADMISSION OR PROMISE MADE BY

BUYER WITHOUT SELLER’S PRIOR WRITTEN CONSENT,

NOR SHALL SELLER BE LIABLE FOR ANY INDIRECT,

SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY

NATURE WHATSOEVER, INCLUDING LOSS OF PROFITS,

CLAIMED TO HAVE BEEN SUSTAINED BY BUYER OR

ANY USER OF THE PRODUCT ARISING OUT OF ANY

CLAIM OF INFRINGEMENT.

Seller is entitled to indemnit y from certain of its suppliers and the rights and options vested in Seller shall extend to such suppliers and may be exercised by them.

14. Limitation of Action . Any action for breach of Seller’s warranty must be commenced within twelve (12) months from the time the cause of action accrues unless the period for action shall be extended by Seller in writing. In the interpretation of this limitation of action for breach of Seller’s warranty it is expressly agreed that there are no warranties of future performance of the equi pment that would extend the period of limitation herein contained for bringing an action.

IT IS EXPRESSLY UNDERSTOOD THAT ANY

EFFORT BY BUYER, SELLER OR AGENTS TO REPAIR

ANY PRODUCT SHALL NOT EXTEND THE TWELVE (12)

MONTH PERIOD OF LIMITATION UNLESS SELLER

AGREES IN WRITING. THE WARRANTY SET FORTH IN

PARAGRAPH “7” APPLIES TO REPLACEMENT PARTS AS

WELL AS EQUIPMENT ORIGINALLY SOLD, AND

NOTHING EXCEPT SELLER’S WRITTEN CONSENT

SHALL EXTEND ITS OBLIGATION IN WARRANTY MORE

THAN THE PERIOD SPECIFIED IN PARAGRAPH “7”.

15. Installation Costs. All cost incident to installation or erection or both of any product shall be borne solely by Buyer.

16. Interpretation and Jurisdiction. Any contract resulting from Seller’s quotation or acknowledgment of Buyer’s purchase order shall be governed by and construed in accordance with the laws of t he State of Pennsylvania other than its conflict of laws doctri ne. The Buyer consents to the exclusive Personal Jurisdiction ov er the parties of the courts located in Allegheny County, Pennsylvania and venue in such courts.

MUNROE, INCORPORATED

1820 North Franklin Street, Pittsburgh, PA 15233