Prices: These prices are F.O.B. TEKFAB. Prices do not include any applicable taxes or duties. Prices quoted are subject to review after 10 days. Due to the extremely volatile nature of aluminum and steel prices, this price is based on material costs known at the time of this quote. If significant pricing changes occur during the duration of this project, the customer will be presented with a report listing additional costs which will be required to pay. This material surcharge will be provided with a detailed report showing justification for the surcharge. . Terms: Orders will not be released for final shipment before written approval is received from the customer and all billings to that point have been satisfied. Delivery: A system will be ready for delivery after receipt of purchase order, down payment, and settlement of all technical and commercial details. After all the necessary infoation if provide a delivery will be submitted to the customer. Please note, part of the project’s duration includes an estimation of machine testing. This estimated duration was determined using industry experience producing similar machinery, however this time may require adjustment to ensure delivery of a machine that matches the above contract requirements. Statement of Buyoff Procedures: As applicable, price includes testing of TEKFAB supplied equipment in operational mode within TEKFAB’s facility. Price does not include any additional costs that may be incurred if the customer requires specific buyoff procedures. TECHNICAL DATA AND ASSISTANCE TEKFAB INC guarantees this equipment to operate within specifications and capacities outlined in this quotation on a production basis. All components, dimensions, sizes, and configurations stated in these specifications are typical and are subject to review and modification by our engineers during the detail design of this equipment. TEKFAB INC will not be held responsible for costs related to production downtime or scrap material generated as a result of operating this equipment. Installation supervision: Installation supervision is not included. Any days, specified or not, by TEKFAB INC will be charged at the rate of USD $1,750 per day plus expenses (10-hour day), for Monday through Friday, per person. Any time over 10-hours is charged at USD $260 per hour. The Saturday rate is USD $2,250 per day (10-hour day) plus expenses. Any time over 10-hours per day is charged at USD $330 per hour. The rate for Sunday or any holiday is USD $2,750 per day (10-hour day) plus expenses. Any time over 10 hours per day is charged at USD $400 per hour. Travel time is charged at $125 per hour for Monday through Saturday and $175 per hour on Sunday and Holidays. Emergency Rates (defined as travel starting with less than 72 hours’ notice) are billed at 2X standard rates listed above. TEKFAB INC STANDARD WARRANTY TEKFAB INC warrants that the equipment manufactured and/or supplied by TEKFAB INC and delivered hereunder shall be suitable for performing the work described in TEKFAB INC’s proposal and shall be free of defects in design. Materials, and workmanship under normal use and service for a period of twelve (12) months from the date of delivery, this date being defined as being the day of the Buyer’s approval at the TEKFAB INC plant. Regarding tooling, all of which is perishable due to wear, the decision as to whether defects meet the above-mentioned criteria shall be made solely by TEKFAB INC. In the case of acknowledged defects, TEKFAB INC’s liability is limited to the repair or replacement at TEKFAB INC’s option (F.O.B. TEKFAB INC’s plant) of any material, parts, or equipment which may be defective, provided that notice is given in writing to TEKFAB INC of any such defect within twelve (12) months from the date of delivery. TEKFAB INC will make no allowances for repairs or alterations made by the Buyer unless made with written consent of TEKFAB INC. TEKFAB INC assumes no liability for costs of disassembly of the defective materials, parts, or equipment. TEKFAB INC assumes no liability for consequential damage of any kind. Without limiting the generality of the foregoing, it shall have no liability for loss of profit, loss of use, costs of capital, downtime costs, costs of substitute goods, facilities or services. TEKFAB INC only to the extent of the original manufacture’s expressed warranty guarantees material, parts, or equipment furnished by suppliers to TEKFAB INC. The above warranty comprises TEKFAB INC’s sole and entire warranty, obligation, and liability in connection with the goods sold hereunder. There are no other warranties, guarantees, agreements, representations or understandings expressed or implied, including, not limited to, warranties of merchantability and fitness for purpose not specified herein, respecting this contract or the equipment hereunder. The contract states the entire obligation of TEKFAB INC in connection with this transaction. TEKFAB, INC. STANDARD TERMS AND CONDITIONS OF SALE; 1.CONTRACT TERMS Only the terms and conditions set forth or incorporated herein shall be binding on the customer, herein after the “Buyer”, and TEKFAB, INC, herein after the “Seller”. Acceptance of this Contract is subject to approval and acceptance by Seller at Seller’s general office and is expressly conditioned on acceptance of the terms and conditions contained herein. Any terms and conditions contained in any purchase order or accompanying payment for delivery of the equipment specified herein, which are different from, or in addition to these Terms and Conditions of Sale shall not be binding on Seller, whether or not they would materially alter this Contract, and seller hereby objects thereto. There are no understandings or agreements other than as set forth herein. 2.DRAWINGS AND DESIGNS: PERMISSIVE VARIATIONS All drawings submitted by Seller, if any, with the quotation are approximate and are submitted only to indicate the general style, arrangement, and approximate dimensions of the equipment quoted. Except as otherwise provided in the quotation, detailed shop drawings of the equipment will not be furnished to the Buyer. Drawings remain the proprietary property of Seller. If goods are to be procured and/or manufactured in accordance with Buyer’s specifications, Buyer represents that the drawings, prints, and parts, if any, submitted in connection with its order reflect Buyer’s latest revisions of specifications. Buyer shall timely make available to Seller all information reasonably necessary for Seller to complete the work specified herein, including drawings, diagrams, and specifications of all electrical, mechanical, and structural interfaces. Except in the particulars by Buyer and expressly agreed to in writing by Seller, material shall be produced in accordance with Seller’s standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular industry practices. 3.CHANGES Seller agrees to make reasonable changes to the contract following a written request by buyer, and accepted in writing by Seller, of a Change Order stating (i) change in specifications, designs, delivery schedule, or shipping instructions (ii) adjustment to the purchase price, and/or (iii) an adjustment in Seller’s period of performance. In the event the requested change is deemed unreasonable, Seller will in writing to Buyer, detail how to make the change reasonable and may cease work on the contract until the change is agreed to by both parties. Either Seller or Buyer may end this contract if reasonability of the change is not established for both within 30 days or an extension negotiated. If so cancelled, Seller will expect to be compensated for reasonable cancellation charges, which shall include all incurred costs (direct material, labor, and burden, plus G&A expenses, sales and engineering overhead) on the complete work plus ten percent (10%) of the Contract Price; or (five percent (5%) of the Contract Price, if no engineering work has commenced. Upon receipt of final payment for cancellation, Buyer at its discretion may take possession of all inventory and/or direct material items in fabrication at time of cancellation, F.O.B, TEKFAB INC Plant. 4.PAYMENT Progress payments may be required based upon the value of the order and/or subject to credit approval in accordance with the payment terms specified in Seller’s quotation or acknowledgment. Payments are due the date set forth in the applicable invoice, quotation, or acknowledgment. If shipment or installation of the equipment is delayed by Buyer beyond the scheduled date, and the equipment is ready for delivery or installation, final payment shall be due 30 days after such scheduled date. Payments that are outstanding more than sixty (60) days from their respective due date shall bear an interest rate of one-and-one-half percent (1-1/2%) per month (eighteen percent (18%) Nominal APR) until fully paid, including any interest payment thereon. Payments that are outstanding due to acts of God or intervention by local, state or federal authorities will not be subject to an interest rate. In the event Buyer does not pay within the terms of this Contract, all collection costs incurred by Seller, including attorney’s fees will be paid by Buyer. If the order is placed “on hold” by Buyer, Seller may invoice Buyer for all prior work performed including costs incurred due to disruptions or delays associated with the Buyers instructions to place project “on-hold”. Payment of the sale of equipment furnished under this Contract shall not be subject to offset or deduction by Buyer, unless such offset of deduction is expressly accepted by Seller. Any sums that have been deducted by Buyer in violation of this paragraph shall be considered overdue and are subject to the interest charge. 5.DEFAULT If Buyer fails to perform any of its obligations hereunder, including without limitation, failure to make payments as provided in Section 4, or if Buyer fails to give reasonable assurance of future performance when requested by Seller, then Seller may, upon five (5) days written notice to Buyer, declare Buyer to be in default; and Seller may suspend performance of the obligation hereunder without liability and retain all rights and remedies Seller may possess at law, in equity or as provided in this Contract. 6.DELIVERY: DELAYS The scheduled dates for shipment and/or installation of the equipment are estimated based on production loading at the time of quotation and may be quoted as a range of weeks after receipt of order, down payment, and timely supply of necessary information, engineering or otherwise. If the scheduled buyoff is postponed by the buyer more than ten business days from the seller’s scheduled buyoff date, then buyer agrees to pay seller one-hundred dollars ($100.00) per day in rent for shop space used by the machinery. Additionally, upon completion of equipment buyoff the buyer agrees to remove their machinery from the sellers’ facility within 10 business days. If the equipment is not removed due to action or inaction of the buyer, the buyer agrees to pay seller one-hundred dollars ($100.00) per day in rent for shop space used by the machinery. If Seller is delayed at any time by the acts or omission of Buyer, its agents, subcontractors or material suppliers, or by modifications of the Contract as specified in Section 4, or by causes beyond Seller’s control, including strikes, civil disturbances, or acts of God, then the period of performance shall automatically be extended to accommodate Seller’s revised engineering and production schedules, material purchases, and/or labor remobilization. Seller shall not be liable for any actual or consequential damages related to or arising out of said delay. 7.TRANSPORTATION The equipment shall be shipped “F.O.B. Sellers Factory” with freight routing at the discretion of the shipper unless otherwise specified by Buyer. All equipment will ship when completed by Seller, which may result in partial shipments on orders requiring multiple components. If a single shipment of multiple component orders is required, Buyer must notify Seller in advance of such requirement. When required, the filing of gearboxes and hydraulic reservoirs with required contents shall be the responsibility of Buyer. 8.INSTALLATION Buyer is responsible for the costs of installation of the equipment, including, without limitation, all civil engineering work, material accumulation pits and foundations, unloading and proper positioning of equipment, pre-aligning and anchoring of equipment, and connecting all electrical wiring and utility services required for the equipment. The machinery covered by these terms and conditions may require special footings, foundations, floor surfaces or grouting, depending upon the depth and condition of the existing concrete slab, foundation, or floor surface. Unless noted otherwise, these costs are the sole responsibility of the Buyer. Unless noted otherwise above, any additional training, set up or installation time required at the customer’s facility will be billed at the standard daily rate listed above. Travel expenses will be billed separately; these costs are not included in the contract price. These “travel” expenses include travel labor, airfare, car rental or taxi, lodging, and food. 9.LAW/STANDARDS The end user is the party responsible under the terms of the Occupational Health and Safety Act of 1970 to ensure the equipment meets such requirements, and Seller hereby disclaims any liability for any violations of the Act that may be imposed respecting the equipment furnished hereunder. 10. PRODUCT DEMONSTRATION AND ACCEPTANCE Seller will demonstrate the equipment, only to the extent that the equipment purchased hereunder allows. If material is to be run, Buyer is responsible to furnish, freight prepaid, a required amount of material for this purpose. If the Buyer requires a demonstration of the equipment at Seller’s plant prior to delivery, then the successful demonstration of the equipment shall constitute acceptance by Buyer of the equipment. Buyer’s receipt of any goods delivered hereunder shall be on unqualified acceptance of and shall also constitute a waiver of any defect which reasonable inspection would have revealed, unless Buyer gives Seller notice of rejection of such goods within thirty (30) days after such receipt. In the event the Buyer gives such notice of rejection, Buyer shall afford Seller (1) reasonable opportunity to inspect any alleged non-conforming goods, and (2) a reasonable opportunity to provide substitute conforming goods. Buyer shall not return any goods without Seller’s written consent. 11.ARBITRATION Upon thirty (30) days prior written notice provided by Buyer or Seller to the other party, any claim arising out of, or related to this Contract of the performance hereof, or the default thereof, which has not been resolved by mutual agreement of the parties, shall be settled by arbitration, which shall be conducted at Albany, Oregon, Linn County, in accordance with the rules of the American Arbitration Association then in effect, unless the parties mutually agree otherwise. Notwithstanding the rules of the arbitral body, the parties agree (a) that any arbitration shall be presided over by a neutral arbitrator selected by the parties who shall have been admitted the practice of law and be in good standing or on retirement status (b) that the arbitrator shall base his/her decision on the facts as presented into evidence, and (c) that the arbitrator shall prepare a written memorandum of decision setting forth the findings of fact and conclusions of law. Any claim for relief made pursuant to this Agreement shall be made within one (1) year from the date upon which the party claiming relief knew or should have known of the cause of action constituting such claim. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction thereof. This Section shall not be deemed a limitation of rights or remedies, which the Seller may have under applicable law, or under applicable material payment bonds, unless such rights are expressly waived by Seller. 12.WARRANTY Seller warrants to the original purchaser that the equipment provided hereunder shall be free from defects in material or workmanship for the period set forth in the quotation, measured twelve (12) months from date of delivery, this date being defined as the day of the Buyer’s approval at the Seller’s plant. The foregoing warranty will become void, and Seller will have no obligation whatsoever under this warranty, with respect to any equipment that is not used or maintained in a normal and proper manner, in accordance with all manuals and instructions, or which are modified, altered, or repaired, without the prior written approval of Seller, or if Buyer fails to make any payments when due under Section 5 above. Seller will repair or replace, at its option, components, which upon inspection it finds to be defective, based on claims made in writing to Seller within a reasonable time after discovery. Regarding tooling, all of which is perishable due to wear, the decision as to whether defects meet the above-mentioned criteria shall be made solely by Seller. Seller only to the extent of the original manufacture’s expressed warranty guarantees material, parts, or equipment furnished by suppliers to TEKFAB, Inc. Components alleged to be defective must be returned, freight prepaid, within thirty (30) days to Seller with the return authorization replacement by Seller. Replacement components may be shipped from Seller upon customer request and receipt of a valid purchase order number. Any labor or equipment rental costs incurred in the dismantling and reassembly of the equipment shall be a Buyer’s sole expense. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE EQUIPMENT FURNISHED HEREUNDER AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If Buyer removes or permits anyone to remove any safety equipment or warning signs or fails to observe any condition in the Section 13, or if any injury or damage is cased, in whole or in part, by end-user’s failure to comply with applicable federal, state, or local safety requirements, Seller shall have no obligation to Buyer, and Buyer shall indemnify and hold Seller harmless against any claims, loss, or expense for injury or damage arising from the use of the equipment. Seller specifically disclaims any and all liability arising out of the operating of the goods other than the warranty liabilities to the original Buyer. 13.LIMITATION OF LIABILITY The above warranty shall constitute Buyer’s exclusive remedy with respect to the equipment furnished hereunder. Buyer understands and acknowledges that Seller shall not be liable for any special, direct, indirect, consequential labor expenses, lost profits, lost opportunities, loss of use, cost of capital, down time costs, costs of substitute goods, facilities or services, punitive, incidental, or liquidated damages of any kind and regardless of the legal theory or causes of action by which claims for such damages are advanced, whether or not Seller has been advised of the possibility of such damages. SELLERs LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES TO PURCHASER OR PURCHASERS’ CUSTOMER RESULTING FROM DEFECTIVE PARTS OF EQUIPMENT SHALL IN NO EVENT EXCEED THE COST OF REPAIR OR REPLACEMENT. 14.INDEMNITY Buyer and Seller mutually agree to indemnify and hold harmless each other and their vendors, agents, employees and customers of and from any and all claims of liabilities asserted against Buyer or Seller or their vendors, agents, employees or customers, from any third party entity, in connection with the manufacture, sale, delivery, re-sale, repair, or use of any equipment or service covered by this contract. Furthermore Buyer is to indemnify Seller from claims arising by failure of buyer, its agents, servants, employees or customers to follow instructions, warnings or recommendations furnished by Seller as well as failure by Buyer to comply with all applicable state, federal and local laws applicable to such equipment, or by reason of the failure of Buyers, its agents, servants, employees, or customers to comply with all applicable federal, state, and local laws applicable to such equipment, including the Occupational Safety and Health Act of 1970, or by reason of the negligence of Buyers, its agents, servants, employees, or customers. 15.PATENT INDEMNITY Buyer shall indemnify and hold Seller harmless from and against any and all claims, demands, actions, lawsuits, proceedings, liabilities, losses, costs, expenses (including without limitation attorneys’ fees) arising from, or related to, any actual or alleged infringement of any United States patents of any third party resulting from the methods, directions, specifications, or design of the equipment supplied or required by Buyer for the equipment. The Buyer agrees to defend, at his own expense, all suits, actions or proceedings brought against Buyer or Seller, its dealers, customers and users of Buyer’s products for actual or alleged infringement of any United States or foreign patents and further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suit, action or proceeding. The provisions of this section shall survive the performance or termination of the Contract. 16.INDEMNIFICATION-SAFE OPERATION Buyer shall comply with and require its employees to comply with directions set forth in documented inspections and maintenance instructions, manuals, drawings, safety notices, warnings, and other instructions furnished by Seller and shall use and require its employees to use reasonable care and all safety equipment in the operation and maintenance of the goods. Buyer shall not remove or permit anyone to remove any safety equipment or warning signs. 17.PRODUCT RECALL If, for any reason, Buyer is required to recall any merchandise from the marketplace, produced using equipment provided, designed or modified by TEKFAB INC, the Buyer agrees to bear all costs associated with this recall. If the Buyer is required to inform customers of a potential hazard of a product or furnish an item that corrects the problem, the Buyer agrees to bear all costs associated with this notification and/or corrective measure. 18.INTERNATIONAL PURCHASES The Seller and Buyer specifically accept INCOTERMS 2010 and specifically reject the application of CISG (Contracts for the International Sale of Goods) for the purchase of goods or services between the parties. The seller agrees to abide by the regulations set forth in Section 60-741.4 and 60-250.4 covering qualified handicapped and qualified disabled veterans and veterans of the Vietnam era. The Seller has accurately labeled, consistent with government regulations, any products containing a controlled substance or containers of a controlled substance. 19.EQUAL EMPLOYMENT OPPORTUNITY If material purchased on this order is for use in equipment that is subject to the President’s Executive Order Number 11246 as amended, then Seller agrees to comply with all provisions of said executive order. 20.EXPORT CONTROL All information furnished by the buyer in the connection herewith shall at all times be subject to export control laws and regulations of the U.S. including, but not limited to, 10 CFR Part 810 and U.S. Export Administration Regulations. The Seller agrees and gives assurances that no items, equipment, materials, services, technical data, technology, software or other technical information or assistance shall be provided by it, directly or indirectly, unless it is in accordance with applicable U.S. export laws and regulations. The aforesaid obligations shall survive any satisfaction, expiration, completion, termination or discharge of any other contract obligations or this order. 21.BANKRUPTCY In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the Seller, or in the event of the appointment, with or without the Seller’s consent, of an Assignee for the benefit of creditors or of a Receiver, Buyer shall be entitled to elect at its discretion to cancel in whole or in part this order without liability whatsoever. 22.MISCELLANEOUS This Contract may not be modified except in writing and signed by the parties’ authorized representatives. Waiver of a breach or the provisions of the Contract shall not constitute a waiver of any other breach or provision, nor shall such waiver constitute a continuing waiver, unless otherwise specifically provided. The terms of the Contract shall be interpreted in accordance with the procedural and substantive laws of the state where Seller’s facility if located, excluding its conflict laws. Entire Agreement; The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all the parties' previous discussions, understandings, and agreements relating to the subject matter. ALL DESIGNS ARE PROPRIETARY to TEKFAB INC and may not be copied or reproduced without written consent of TEKFAB INC. The parties acknowledge and agree that the details set forth herein are a true and correct representation of the transaction and reflect the confirmation of order and agreement to the terms and conditions of the contract. Aaron Roth, President of TEKFAB INC.