LONG-STANTON MFG. CO. STANDARD TERMS AND CONDITIONS OF SALE

All proposals, quotations and orders for the sale of Long-Stanton Mfg. Co. ("Seller") products or materials, or for the rendering of services by Seller, are subject to the following terms and conditions:

1. DEFINITIONS. For purposes hereof: (i) the term "Buyer" means the person or company purchasing the Goods, as stated in the Agreement; (ii) the term "Goods" means all products, materials or services, or combinations or components thereof, provided by Seller pursuant to the Agreement; (iii) the term "Agreement" means these Terms and Conditions, together with (a) any Seller quotation, proposal, bid or similar document relating to the Goods, (b) any Order Confirmation or Acknowledgment provided by Seller relating to the Goods, and (c) any document evidencing or relating to the purchase of any Goods, except for any terms or conditions that are different from or inconsistent with these Terms and Conditions; (iv) the term "Non-customized Products" shall mean those Goods that Seller determines, in its sole discretion, to be of a standard type routinely manufactured by Seller and for which there is relatively continuous purchaser demand; and (v) the term "Customized Products" shall mean those Goods that Seller determines, in its sole discretion, to be of a non-standard type specially manufactured for a specific number of orders and for which there is not relatively continuous purchaser demand.

2. ACCEPTANCE OF AGREEMENT. ACCEPTANCE BY SELLER OF BUYER'S ORDER OR BUYER'S ACCEPTANCE OF SELLER'S PROPOSAL OR AGREEMENT, IS EXPRESSLY LIMITED TO AND CONDITIONED UPON BUYER'S ACCEPTANCE OF AND ASSENT TO, THESE TERMS AND CONDITIONS AND THOSE REFERRED TO HEREIN. ANY ADDITIONAL, INCONSISTENT OR DIFFERENT TERMS AND CONDITIONS CONTAINED IN BUYER'S PURCHASE ORDER OR OTHER DOCUMENTS SUBMITTED BY BUYER TO SELLER AT ANY TIME, WHETHER BEFORE OR AFTER THE DATE HEREOF, ARE HEREBY EXPRESSLY REJECTED BY SELLER. BUYER ACKNOWLEDGES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ITS PURCHASE ORDER OR OTHER DOCUMENTS, RECEIPT AND ACCEPTANCE BY BUYER OF SELLER'S GOODS SHALL CONSTITUTE ACCEPTANCE BY BUYER OF THESE TERMS AND CONDITIONS. ALL ORDERS ARE SUBJECT TO ACCEPTANCE IN WRITING BY SELLER AT SELLER'S OFFICE AT 9388 SUTTON PLACE, WEST CHESTER TOWNSHIP, OHIO. SELLER'S SALES PERSONNEL ARE NOT AUTHORIZED TO ACCEPT ORDERS ON BEHALF OF SELLER.

3. PRICES; TAXES; INVOICING. Invoicing errors are subject to correction and shall not justify delay in payment. Freight charges will be "collect" unless specified otherwise. Prepaid charges will be invoiced using Seller's freight and handling charge rate list. Courier service and/or US Parcel Post charges will be prepaid and added to the invoice using current rates plus a handling fee. Expediting fee(s) may apply. Prices do not include any sales, use, excise, property, import, export or other taxes that may be levied on the sale by any government. Any such taxes shall be the responsibility of Buyer. If Seller is required to pay any such taxes, the cost shall be invoiced to Buyer separately.

4. SHIPMENT; DELIVERY. Unless otherwise mutually agreed upon in writing, all shipments are made FOB point of origin. Delivery to a common carrier or licensed trucker shall constitute tender of delivery to Buyer, and all risk of loss or damage in transit shall be borne by Buyer. In no event shall Seller be held liable for any damages or expenses caused by delays in delivery. Method and route of shipment are at Seller's discretion, unless Buyer supplies express, written instructions that are accepted by Seller in a signed writing. If Seller is prepared to make shipment, and Buyer delays delivery, terms of payment shall apply as though delivery had been affected as of the date Seller was prepared to ship. Where the scheduled delivery of Goods is delayed by reason of any contingency referred to in Section 8 hereof ( Majeure) or by Buyer, Seller may deliver such Goods by moving them to storage, and Buyer shall be liable for any storage charges or price increases in effect at the date of shipment to Buyer. Seller may assess an expediting fee for shipments that require rescheduling of existing production.

5. RISK OF LOSS; TITLE; SECURITY INTEREST. Notwithstanding any other provision hereof, all risk of loss or damage shall pass to Buyer, and delivery shall be deemed to be completed, upon delivery of the Goods to the carrier, its agent or designee, or upon moving the Goods into storage, whichever shall occur first, at the point of shipment. Seller reserves, and Buyer hereby expressly grants to Seller, a purchase money security interest in the Goods until the purchase price has been fully paid. If Buyer defaults, Seller will have all the rights of a secured creditor under the UCC as enacted in the State of Ohio.

6. INSPECTION AND ACCEPTANCE OF GOODS. Final inspection and acceptance of Goods shall be made by Buyer within fourteen (14) days of receipt of the Goods at Buyer's facility, except in the case where Buyer's source inspector or authorized representative inspects the Goods at Seller's facility, in which event, sign-off of the relevant test documentation and shipping documents by the source inspector or authorized representative shall constitute acceptance of the Goods. If Buyer fails to so inspect the Goods, acceptance shall be deemed to have occurred.

7. INSTALLATION. All Goods shall be installed by and at the expense of Buyer.

8. FORCE MAJEURE. Except with respect to payment of the price and Buyer's obligations under Sections 13 and 14 hereof, neither party hereto shall be responsible for failure to perform hereunder or for any loss or damage due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters such as fires, earthquakes, floods and hurricanes, civil disobedience, insurrection, epidemics, quarantine, acts of civil or military authority, war, acts of a public enemy, terrorism, riots, strikes, work stoppages, changes in governmental requirements or inability to secure equipment, materials, necessary labor, manufacturing facilities or transport. Notice to this effect shall be given promptly. Performance shall be resumed as soon as practicable after cessation of the cause of a delay.

9. TERMS OF PAYMENT. Unless otherwise specified, terms of payment are ½% discount if paid within 10 days of invoice, net thirty (30) days from date of invoice. Late charges at the interest rate 1.5% per month (18% annually) may be charged on past due accounts. All shipments on open account are subject to approval of Seller's credit department.

10. WARRANTY; REPAIR/REPLACEMENT REMEDY. Seller warrants to the Buyer, and no one else, that the Goods are free from defects in material or workmanship at the time of tender of delivery. For a period of one (1) year from the date of delivery of such Goods, Seller will repair or, if determined appropriate by Seller, replace any Good which is (i) determined by Seller to be defective and (ii) is returned within said one (1) year period to Seller at its facility at 9388 Sutton Place, West Chester Township, Ohio, or such other place as Seller may designate in writing. Seller's repair/replacement costs are limited only to repair or replacement (at Seller's option) at Seller's designated location. Written notice of claimed defects shall have been given to Seller within thirty (30) days from the date any such defect is first discovered. Seller will not be liable for removal of Goods from Buyer's equipment or re-installation into Buyer's equipment. This repair/replacement remedy is conditioned upon Buyer furnishing satisfactory evidence that the Good alleged to be defective has been properly stored and maintained and correctly used under normal conditions. This remedy shall not apply to any Good that has been subjected to misuse, abuse, neglect, or improper storage, handling, maintenance or operation. Without liability, Seller shall have the right to withhold repair or replacement service on any Good in the event that Buyer's accounts with Seller are not current. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR OTHERWISE, WITH RESPECT TO ANY GOOD OR LABOR FURNISHED IN CONNECTION WITH THE SALE, DELIVERY OR SERVICING OF ANY GOODS. GOODS AND MATERIALS NOT MANUFACTURED BY SELLER CARRY THE STANDARD GUARANTEE OF THE MANUFACTURER THEREOF, IF ANY, AND SELLER SHALL NOT BE RESPONSIBLE FOR ANY DEFECTIVE PART THEREOF.

11. LIMIT OF SELLER'S LIABILITY; CUSTOMER'S EXCLUSIVE REMEDY. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOST PROFITS OR REVENUE, LOST SALES OR LOSS OF USE OF ANY GOOD. BUYER'S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER AND ITS DISTRIBUTORS OR SALES REPRESENTATIVES ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, DELAY IN THE PERFORMANCE OF THIS AGREEMENT OR OTHERWISE SHALL BE THE REPAIR OR REPLACEMENT OF DEFECTIVE GOODS AS PROVIDED HEREIN. SELLER'S LIABILITY ON ANY CLAIM, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH BUYER'S ORDER SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE ORDER. The sole purpose of the stipulated exclusive remedy provided for herein shall be to provide Buyer with repair or replacement of defective Goods in the manner provided for herein. Such remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing to repair or replace defective Goods in the prescribed manner. Any claim or action by Buyer arising out of or in connection this Agreement or the Goods, whether in contract, tort or otherwise, must be commenced within one (1) year after the cause of action has accrued or be barred.

12. NO RIGHT OF SET OFF. Buyer has no right to deduct or set off from the purchase price of the Goods any damages or costs incurred by Buyer as a result of any action by Seller or otherwise.

13. INDEMNIFICATION. Buyer agrees to indemnify, defend and hold Seller, its agents, employees, and affiliates, harmless from and against all liabilities and costs (including attorneys' fees) resulting from Buyer's use and/or resale of the Goods. Without limiting the generality of the foregoing, if the Goods are to be manufactured according to Buyer's designs, specifications or instructions, Buyer shall indemnify, defend and hold Seller harmless against any claims or liabilities for patent or trademark infringement on account of such manufacture.

14. PROPRIETARY INFORMATION. This Agreement and all notes, brochures, technical information concerning processes, devices, machines, marketing strategies and techniques, catalogs, listings, sales forecasts, agreements, know-how, designs, drawings, specifications, data sheets, memoranda, correspondence or special purpose manufacturing prototypes or samples, patterns, tools, jigs and fixtures, software and other materials and data developed, fabricated or otherwise required in the performance of this order ("Proprietary Information") supplied to Buyer by Seller are, and shall remain, the property of Seller, notwithstanding any charges therefore. Buyer shall not disclose or make available to any person or entity, other than Seller, Proprietary Information or use such information for any purpose other than the purposes for which supplied hereunder. Buyer shall provide effective security measures to prevent unauthorized disclosure of Proprietary Information. All information that Buyer discloses to Seller is on a nonconfidential basis. Seller grants no rights to Buyer under any of Seller's patents, designs, copyrights, trademarks or know-how, except as may be necessary to fulfill Seller's obligations under the Agreement. Seller shall not be responsible for loss or damage to material or equipment owned or furnished by Buyer. Buyer assumes full responsibility for inaccurate, incomplete or faulty data supplied to Seller for use in the performance of this Agreement.

15. CANCELLATION BY SELLER. Seller may, by written notice to Buyer and without any liability, cancel Buyer's order if Buyer (i) fails to perform any of the terms and conditions hereof and does not cure such failure within a period of ten (10) days after receipt of written notice from Seller specifying such failure, provided that no such cure period shall apply to Buyer's failure to pay invoices in a timely manner; (ii) in Seller's opinion, has not established or maintained credit to meet promptly the payment terms hereof or has defaulted on the payment terms of any other transaction with Seller; (iii) becomes insolvent, makes an assignment in favor of creditors, or becomes subject to any bankruptcy, dissolution or similar proceedings; or (iv) is merged into, or all or a substantial part of its assets are sold to, another company. Upon any such cancellation, Buyer shall be liable to Seller for a cancellation charge in accordance with Section 16 below. As a nonexclusive alternative to cancellation, Seller may, for any reason referenced in subsections (i)-(iv) of this Section 15, without any liability and at Seller's option, (a) suspend any of its obligations hereunder (including Seller's warranty obligations), (b) discontinue further performance of all or part of the order, (c) withhold shipments, in whole or in part, and/or recall Goods in transit, retake same, and repossess all Goods which may be stored with Seller for Buyer's account, without the necessity of taking any other proceedings, and/or (d) exercise any and all of its rights as a secured creditor under the Uniform Commercial Code. All Goods so withheld, recalled, retaken or repossessed shall become Seller's absolute property with full credit to Buyer therefore. The foregoing shall not be construed as limiting any rights or remedies available to Seller under contract, at law or equity.

16. CANCELLATION BY BUYER. (a) Non-Customized Products: Buyer may, by prior written notice to Seller, (i) if within thirty (30) days of Seller's acceptance of Buyer's order, cancel an order for Non-Customized Products, subject to a cancellation charge to be paid to Seller equal to ten percent (10%) of the purchase price of such Goods or (ii) if more than thirty (30) days has elapsed from the date of Seller's acceptance of Buyer's order, cancel an order for Non-Customized Products, subject to a cancellation charge to be paid to Seller equal to fifteen percent (15%) of the purchase price of such Goods plus payment of any costs incurred by Seller in performing its obligations hereunder. (b) Customized Products: Buyer shall not cancel any order with Seller for Customized Products (or any order for Non-Customized Products which includes any customized or specialized modifications, tooling, options, parts or accessories or added services) without Seller's prior written consent. If Seller authorizes the cancellation of any such order, then Buyer shall pay Seller (A) the actual costs and overhead expenses, determined in accordance with generally accepted accounting principles, for work in progress, order entry expenses, engineering process expenses and costs of materials and supplies procured or for which definite commitments have been made by Seller in connection with Buyer's order and (B) fifteen percent (15%) of the contract price of the order, unless otherwise agreed by Seller in writing. Unless otherwise agreed by Seller in writing, under no circumstances shall Buyer have the right to delay shipment, delivery or acceptance of Goods hereunder.

17. PLACE OF MANUFACTURE. Seller has the right to determine in which of Seller's manufacturing facilities all or part of the order may be fabricated, processed, assembled, etc.

18. NON-WAIVER. Failure by Seller to enforce any rights under or to insist upon strict performance of any provision in the Agreement shall not constitute a waiver of any breach or a waiver of such provision, irrespective of the length of time for which such failure continues.

19. SURVIVAL; SEVERABILITY; ASSIGNMENT. Notwithstanding any expiration or cancellation of Buyer's order, Buyer shall remain obligated under all those provisions of the Agreement which expressly or by their nature extend beyond and survive such expiration or cancellation. If any provision or any portion of any provision in the Agreement shall be held to be void or unenforceable, the remaining provisions hereof and the remaining portions of any provisions of the Agreement held void or unenforceable in part shall continue in full force and effect. The Agreement shall not be assigned, subcontracted, or delegated, in whole or in part, without Seller's prior written consent.

20. ATTORNEY'S FEES. In the event of any litigation or collection action arising out of Buyer's purchase of Goods, Seller shall be entitled to reimbursement from Buyer for its actual reasonable attorney's fees and costs.

21. GOVERNING LAW; FORUM; SELLER'S ARBITRATION OPTION. The Agreement, and Buyer's purchase of Goods, shall be governed by and interpreted in accordance with the laws of the State of Ohio, U.S.A. The parties intend that the United Nations Convention for the International Sale of Goods will NOT apply to any dispute arising out of, or related to, this Agreement or the relationship between the parties hereto. ANY ACTION OR PROCEEDING ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE GOODS SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF OHIO OR IN THE U.S. DISTRICT COURT IN CINCINNATI, OHIO. Buyer irrevocably consents to personal jurisdiction in and service of process out of said State of Ohio or U.S. District Court in any such action or proceeding by mailing copies thereof by U.S. Mail to Buyer or any other method of service permitted by such courts. AT THE SOLE OPTION OF SELLER, ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE GOODS MAY BE REFERRED TO BINDING ARBITRATION, TO BE ADMINISTERED BY, AND CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL RULES OF, THE AMERICAN ARBITRATION ASSOCIATION, WITH THE HEARING THEREIN TO BE HELD IN CINCINNATI, OHIO.

22. EXPORT CONTROL LAW. Buyer shall not sell, consign, give, lease or otherwise transfer the Goods or any interest therein nor in any manner disclose or make the Goods available to any person or entity in violation of (i) the Export Administration Act, 50 U.S.C. App. §§ 2401-2420, as amended; (ii) the Nuclear Non-Proliferation Act of 1978, 22 U.S.C. §§ 3201-3282 and 42 U.S.C. §§ 2011-2160(a), as amended, (iii) export control regulations of the Bureau of Export Administration of the U.S. Department of Commerce, 15 C.F.R. Parts 768-799 or (iv) export control regulations of the Office of Foreign Assets Control, U.S. Department of the Treasury, 31 C.F.R. Parts 500-580.

23. U.S. GOVERNMENT CONTRACTS. If this order is issued pursuant to a U.S. Government prime or subcontract, the foregoing conditions of sale are hereby modified as required (mandatory flowdown only) to include such Terms and Conditions of the Federal Acquisition Regulations in effect as of the date of order and only as directly applicable based on value of this order.

24. ENTIRE AGREEMENT. This Agreement represents the entire agreement of the parties with respect to Buyer's order, and it supersedes all prior agreements, understandings, representations or warranties, whether oral or written, between the parties relating to such order. No statement, recommendation or assistance made or offered by Seller through its representatives in connection with suitability, capacity, performance or compliance with customer's specification of the Goods sold shall be or constitute a waiver by Seller of any provision hereof. No statements subsequent to the acceptance of the Agreement and these terms and conditions shall be binding upon Seller, nor shall the Agreement or such terms or conditions be amended or modified except by a duly authorized officer of Seller in a written, signed document referencing these terms and conditions. These terms and conditions shall remain effective as between Seller and Buyer regardless of any arrangement for financing of Buyer's purchase of the Goods.

© Long-Stanton Mfg. Co. 2010