STANDARD TERMS AND CONDITIONS OF SALE

1. GENERAL. These terms and conditions of sale supersede all printed terms and conditions on the purchase order form, if any, of the purchaser specified on the reverse hereof (“Customer”) and all other inconsistent terms submitted by Customer prior to acceptance by elobau U.S., Inc. (“Seller”) of Customer’s order. These terms and conditions may not be varied unless agreed to in writing by a duly authorized representative of Seller. Failure of Seller to object to provisions contained in any order or other writing of Customer shall not be construed as a waiver of these terms and conditions of sale or as acceptance of any terms and conditions of Customer. Customer shall be deemed to have expressly accepted these terms and conditions of sale if Customer expressly so agrees in writing or accepts any shipment of products (“Products”) to which these terms and conditions relate subsequent to receipt of these terms and conditions of sale. No sales or other independent representative of Seller shall have any authority to vary these terms and conditions of sale in any respect or to agree to any additional terms or conditions.

2. PRICES. Price of Products shall be in accordance with the applicable price schedule or other price quotation of Seller as from time to time in effect. All orders are subject to acceptance by Seller. Prices quoted are EXW Seller’s warehouse, freight collect, or other place specified by Seller. All price quotations issued by Seller are firm for a period of 30 days unless otherwise indicated therein by Seller. Except only as otherwise specified in this section, prices are subject to change without notice. Price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities. Prices do not include any applicable sales, use or other taxes, and the amount of any such taxes which Seller may be required to pay or collect may be added to each invoice or separately invoiced by Seller to Customer, except and to the extent that Customer submits a tax exemption certificate which is acceptable to Seller and the appropriate taxing authorities.

3. PAYMENT. Each shipment shall be considered a separate transaction and payment shall be made accordingly. Unless otherwise agreed in writing by Seller, payment for Products shall be made on the basis of net cash 30 days from the date of Seller’s invoice therefor. If, in Seller’s judgment, the financial condition of the Customer at any time does not justify the making of any shipment on the terms specified in this paragraph, Seller may make such shipment on a C.O.D. or cash-in-advance basis, suspend its performance or revoke its acceptance of Customer’s order. If shipments are delayed by Customer, Seller shall have the right to demand payment 30 days from the date Seller is prepared to make shipment. Products held for Customer because of such delay in delivery shall be held at the risk and expense of the Customer. Past due invoices of Seller to Customer shall bear interest at the rate of one and one-half percent per month, but not in excess of the maximum lawful rate, until paid in full. Customer shall be responsible for all costs and expenses incurred by Seller, including attorneys’ fees and costs of collection or enforcement of any provision of these terms and conditions.