TERMS AND CONDITIONS OF SALE

The following terms and conditions govern all quotations of prices of CW Rod Tool Co., Inc. (“ROD”) for its products, services and materials, whether made pursuant to oral or written orders; and shall control all matters and dealings between ROD and the named “BUYER”.

1. TERMS AND CONDITIONS TO GOVERN. The terms and conditions herein contained represent the final and complete agreement of ROD and BUYER and no term(s) or condition(s) in any way modifying or changing the provisions contained herein shall be binding upon ROD unless made in writing and executed by an officer or other duly authorized person of ROD. No modifications or any of these terms shall be accomplished by ROD’S shipment of goods following receipt of BUYER’S purchase order, shipping request of similar forms containing printed terms and conditions additional to or different from the terms herein. If any term, clause or provision contained herein is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect or dismiss the validity of any other term, clause or provision herein contained.

2. ACCEPTANCE OF ORDERS. All orders of BUYER to ROD are subject to written confirmation by duly authorized ROD personnel. Shipment of goods without written price verification shall not constitute acceptance by ROD of the price contained in the order.

3. PRICE. Prices (including any transportation charges) are subject to change without notice unless specifically designated as firm for a specific period pursuant to a written quote or written sales acceptance issued or verified by a duly authorized officer or other duly authorized personnel of ROD. A price designated as firm for a specified period may be revoked by ROD if the revocation is in writing and is mailed to the BUYER prior to the time a written acceptance of the price is received by ROD from BUYER. ROD reserves the right to cancel orders in the event selling prices are inconsistent with prices established by government regulations.

4. TRANSPORTATION. Unless otherwise provided in writing executed by ROD and BUYER, ROD shall use its judgment in determining carrier and routing. In any case. ROD shall not be liable for any delays or excessive transportation charges resulting from its selection.

5. PACKING. Unless otherwise provided in writing, executed by ROD and BUYER, ROD will comply only with its minimum packing standard for the method of transportation selected. The cost of all special packing, loading or bracing requested by BUYER will be paid for by BUYER.

6. PAYMENT TERMS. Unless otherwise provided in writing executed by ROD and BUYER, payment terms are Net 30 from invoice date (with a discount of 1% for payments made within 15 days).Invoices not paid in 30 days may be subject to a finance charge of 1.5% per month (18% per annum), or the maximum amount permitted by law, whichever is greater. Any discount allowed is limited to the amount indicated on the face of the invoice and does not include special materials, packaging, taxes or freight charges.

7. TAXES. Prices do not include taxes. Taxes are paid by BUYER upon invoice from ROD unless BUYER provides a valid exemption certificate acceptable to the taxing authority and ROD or unless ROD is forbidden by law from collection of said taxed from BUYER.

8. TITLE AND RISK OF LOSS. Delivery to carrier shall constitute delivery to BUYER and thereafter risk of loss or damage shall pass to BUYER. Any claim of BUYER relative to damage during shipping or delivery shall be made directly to the carrier. Any claims by BUYER against ROD for shortage or damage occurring prior to such delivery to carrier must be made within five (5) days after receipt of the goods and accompanied by original transportation bill signed by carrier noting that carrier received the goods from ROD in the condition claimed. Notwithstanding passage of the risk of loss to BUYER, title and right of possession to the goods sold hereunder shall remain with ROD until all payments hereunder, including deferred payments evidenced by notes or otherwise, interest carrying charges and attorneys fees, shall have been made in cash, and BUYER agrees to do all acts necessary to perfect and maintain such right and title in ROD as from time to time requested by ROD.

9. RETURN OF PRODUCTS. Goods cannot be returned and orders once accepted by ROD cannot be canceled except upon the approval of ROD. All goods returned to ROD without its prior approval will be refused and returned by the carrier to the BUYER.

10. REASONABLE ATTORNEY’S FEES. In the event suit or other proceedings shall be brought for the recovery of the purchase price, or any unpaid balance, or the breach by BUYER of any terms herein contained, BUYER shall pay to ROD, in addition to any damages provided by law, reasonable attorney’s fees and any costs of collection.

11. LIABILITY. ROD, its officers, directors, shareholders or properties, shall not be responsible, obligated, or liable for any injury by damage resulting from an application or use of its products, either singly or in combination with other products, arising out of acceptance of BUYER’S orders. ROD shall have no liability for errors in weight or quantity delivered unless claim is made by BUYER with in five (5) days after receipt of shipment and accompanied by original transportation bill signed by carrier noting that carrier received the goods from ROD in the condition claimed, if such timely claim is made by BUYER. ROD may either ship the quantity necessary to make good the deficiency or, at ROD’S option, credit BUYER with the invoice price of the deficiency.

12. WARRANTY. All commercial goods sold by ROD to BUYER are solely warranted by the Manufacturer and not by ROD.

13. REMEDIES AND LIMITATION OF LIABILITY. ROD shall not be liable for incidental or consequential losses, damages, or expenses arising directly or indirectly from the sale, handling or use of the goods or from any other cause relating thereto. ROD’S liability in any other case, including for claims of breaches of warranty or negligence is exclusively limited, at ROD’S option, to the replacement of goods not complying with their agreement, the repayment of, or crediting BUYER with, an amount equal to the purchase price of such goods, or repairing or arranging for repair of the goods. If ROD requests the return of the goods, the goods will be redelivered to ROD in accordance with ROD’S instructions. The remedies contained herein constitute the sole recourse of BUYER against ROD for breach of any use of the goods delivered hereunder. In no event shall the liability of ROD exceed the purchase price of the specific item to which such warranty related.

14. CHOICE OF LAW. This agreement and matters connected with the performance thereof shall be construed in accordance with, and governed by the law of the State of Texas as if it were executed and performed entirely in Houston, Harris County, Texas. Further, it shall be construed to be between merchants.