AGREEMENT AND LIMITATIONS - The agreement between Seller and Buyer (the “sales contract”) with respect to the sale of goods (the “goods”) de-scribed in Price Sheet P1-2008-A shall consist of the terms appearing hereof, together with any additions or revisions of such terms mutually agreed to in writing by Seller and Buyer. Seller objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer’s pur-chase order or in any other communications from Buyer to Seller unless specifically agreed to by Seller in writing. Except as expressly stated in the sales contract, no reference to Buyer’s purchase order or other communication from Buyer shall be deemed to incorporate by reference any terms appearing therein. The sales contract shall be for the benefit of Seller and Buyer and not for the benefit of any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by the Seller, to the extent they modify, add to, distract from, supplant or explain the sales contract, shall not be binding on Seller.

TERMINATION OR MODIFICATION - The sales contract may be modified or terminated only upon Seller’s consent except that stenographic and clerical errors are subject to correction by Seller, or upon Seller’s consent. If Seller shall declare or consent to a termination of the sales contract, in whole or in part, Buyer, if requested by Seller in writing, shall pay termination charges based upon expenses and costs incurred in the production of the goods or in the performance of the service to the date such termination is accepted by Seller including, but not limited to, expenses of disposing of materials on hand or on order from suppliers and the losses resulting from such disposition, plus a reasonable profit. Notwithstanding the foregoing, any goods substantially completed or services performed on or prior to such termination shall be accepted and paid for in full by Buyer.

PRICE AND PAYMENT - Prices are subject to increase by Seller based on Seller’s prices in effect at the time of shipment in all instances where specified ship-ment date is later than 90 days from date of order. Unless otherwise specified in the sales contract on Seller’s applicable price list, prices are F.O.B. shipping point, freight allowed on orders totaling $2,500 or more invoice value. If the sales contract is for more than one unit of goods, the goods may be shipped in a single lot or in several lots at discretion of Seller. Seller may require full or partial payment or payment guarantee in advance of shipment wherever, in its opinions, the financial condition of Buyer so warrants.

PAST DUE INTEREST: Amounts not paid when due be shall subject to past due interest at the rate of 18% per year or the highest rate permitted by law, whichever is less.

RISK OF LOSS - The risk of loss of the goods or any part thereof shall pass to the Buyer upon delivery thereof by Seller to the carrier. Buyer shall have sole responsibility for processing and collection of any claim of loss against the carrier.

TAXES - Prices do not include taxes. Buyer shall pay Seller, in addition to the price of the goods, any applicable excise, sales, use, or other tax (however designated) imposed upon the sales, production, delivery or use of the goods ordered to the extent required or not forbidden by law to be collected by Seller from Buyer, whether or not so collected at the time of the sale, unless valid exemption certificates acceptable to the taxing authorities are furnished to Seller at the time of purchase.

DELIVERY - All prices F.O.B. Pearland, TX. Freight will be allowed on orders totaling $2,500 or more invoice value to any destination in the Continental United States. If shipment is requested to be made by other than most economical way, full transportation charges are to be borne by the Buyer. The right is reserved to make partial shipments at Seller’s discretion. If shipping means are specified by any other than the most economical way, full transportation charges are to be borne by the Buyer. Promises of delivery from stock are subject to prior sale. Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller’s reasonable control. Seller shall in good faith endeavor to meet estimated delivery dates but shall not be liable to Buyer for any damages as a result of any delay caused or contributed to by circumstances beyond Seller’s reasonable control.

DELIVERY-CLAIMS - Upon acceptance by the carrier, title to the material passes to the consignee. All claims for loss or breakage concealed or otherwise, must be made against the carrier by the consignee. All shipments from Pearland, TX will be traced if request is received in Pearland, TX two weeks after our invoicing. This written request should detail items that are missing from the shipment. Damage to merchandise should be reported immediately to Pearland, TX upon discovery. Please hold the damaged merchandise and its original carton for inspection. Pearland, TX will arrange for inspection, return of merchandise and repair or replacement of the merchandise. Be as detailed as possible as to the nature of the damage. Any claim involving concealed damage to merchandise will not be honored after 14 days from our shipping.

DEDUCTIONS AND RETURNS - Material must not be returned without our written permission and will be subject to a minimum restocking charge of 25%, unless previously agreed otherwise. Products other than those designated as A, B or C items or products with special options may not be eligible for return. Contact your Sales Representative for a return material authorization (RMA). Deductions will not be honored unless covered by a credit memorandum. Goods shipped to the Buyer may be returned to Seller for credit only upon the Seller’s prior written consent (such consent to be at the sole discretion of Seller) and upon terms specified by Seller, including prevailing restocking and handling charges. Buyer assumes all risk for such returned goods until actual receipt thereof by Seller. Agents of Seller are not authorized to accept returned goods or to grant allowances or adjustments with respect to Buyer’s account.

INSPECTION - Buyer shall inspect the goods immediately upon the receipt thereof. All claims for any alleged defect in Seller’s performance under this sales contract, capable of discovery upon reasonable inspection, must be fully set forth in writing and received by Seller within thirty days of Buyer’s receipt of the goods. Failure to make any such claim within said thirty-day period shall constitute a waiver of such claim and an irrevocable acceptance of the goods by Buyer.

WARRANTY - Seller warrants all goods for five years on parts and labor, under the following conditions and exceptions: Seller warrants that all goods of Seller’s manufacture will conform to any descriptions thereof for specifications which are expressly made a part of this sales contract and at the time of sale by Seller such goods shall be commercially free from defects in material or workmanship. This warranty does not cover travel expenses, the cost of specialized equipment for gaining access to the product, or labor charges for removal and reinstallation of the product. This warranty shall be ineffective and shall not apply to goods that have been subjected to misuse, neglect, accident, damage, improper maintenance, or to goods altered or repaired by anyone other than Seller or its authorized representative, or if five years have elapsed from the date of shipment of the goods by Seller with the following exceptions: Lamps and strobe tubes are not covered under this warranty. No agent, employee, representative or distributor of Seller has any authority to bind the Seller to any representation, affirmation, or warranty concerning the goods and any such representation, affirmation or warranty shall not be deemed to have become a part of the basics of the sales contract and shall be unenforceable. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED. These warranties shall not apply unless Seller shall be given reasonable opportunity to investigate all claims for allegedly defective goods. Upon Seller’s instruction a sample only of allegedly defective goods shall be returned to Seller for its inspection and approval. The basis of all claims for alleged defects in the goods not discoverable upon reasonable inspection thereof pursuant to paragraph 8 hereof must be fully explained in writing and received by Seller within thirty days after Buyer learns of the defect or such claim shall be deemed waived.

REMEDIES AND LIMITATIONS OF LIABILITY - In the event Seller is claimed to have breached any of its obligations under the sales contract, whether of warranty or otherwise, Seller may repair any defective goods, request the return of the goods and tender, at Seller’s option, a replacement shipment of goods or the purchase price therefore paid to Seller. Seller shall tender a refund of the purchase price at its option only upon actual receipt of the goods by Seller. If Seller so requests the return of the goods, the goods will be returned to Seller, transportation prepaid, in accordance with Seller’s instructions. The remedies contained in this and the preceding paragraph constitute the sole recourse against Seller for breach of any of Seller’s obligations under the sales contract, whether of warranty or otherwise. In no event shall Seller be liable for consequential damages nor shall Seller’s liability on any claim for any direct, incidental, consequential or special damages arising out of or connected with the sales contract or the manufacture, sale, delivery, or use of the goods exceed the purchase price of the goods. Seller shall not be liable for failure to perform its obligations under the sales contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer; civil or military authority; priorities; fires; war; riot; delays in transportation; lack of inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond Seller’s reasonable control, whether similar or dissimilar to the foregoing.

PATENTS - Seller shall hold Buyer harmless, to the extent herein provided, against any rightful claim of any third person by way of infringement of any United States Letters Patent by such goods as are of Seller’s own manufacture, but if Buyer furnished specifications to Seller, Buyer shall hold Seller harmless against any such infringement claims which arise out of compliance with such specifications. Seller’s agreement in this paragraph to hold Buyer harmless shall not apply to any infringement consisting of the use of goods manufactured by Seller as part of any combination with goods manufactured by Buyer or others. In the event that any goods manufactured by Seller are in any suit held to constitute infringement and their use is enjoined. Seller, if unable within a reasonable time to secure for Buyer the right to continue using such goods, either by suspension of the injunction, by securing for Buyer a license, or otherwise, shall, at its own expense, either replace such goods with non-infringing goods or modify such goods so that they become non-infring-ing, or accept the return of the enjoined goods and refund the purchase price therefore paid by Buyer less allowance for any period of actual use thereof. Except as in this paragraph provided, Seller makes no warranty that the goods will be delivered free of the rightful claim of any third person by way of infringement of the like and buyer’s remedies will be limited to those provided in this paragraph.

ASSIGNMENT AND DELEGATION - No right or interest in this sales contract shall be assigned by Buyer without Seller’s prior written consent, and no delegation of any obligation owed, or the performance of any obligation, by Buyer shall be made without Seller’s prior written consent. Any attempted as-signment or delegation shall be void and totally ineffective for all purposes unless made in conformity with this paragraph. Not withstanding the foregoing, if Buyer is an authorized distributor of the goods for Seller, then Seller’s obligations under the WARRANTY, REMEDIES AND LIMITATIONS OF LIABILITY and PATENTS sections hereof, subject to all limitations of this sales contract, shall be extended to the original purchaser of the goods from Buyer.

SEVERABILITY - If any term, clause or provision contained in the sales contract is declared or held invalid by a court of competent jurisdiction, such dec-laration or holding shall not affect the validity of any other term, clause or provision herein contained.

INSTALLATION - Installation shall be by Buyer unless otherwise specifically stated on the sales contract.

GOVERNING LAW AND LIMITATIONS - The formation and performance of the sales contract shall be governed by the laws of the State of Texas. Any action for breach of the sales contract or any covenant or warranty contained herein must be commenced within one year after the cause of action has occurred.

PAYMENT TERMS - Applicable to all items as listed. 1% 10 days, NET 30.

MINIMUM BILLING - Orders for finished goods are subject to a minimum billing of $200 while parts are subject to a minimum billing of $50.

2007 - PAULUHN