American Brush Company



TERMS AND CONDITIONS OF SALE




OFFER OF SALE



American Power Brush Manufacturing, Inc. ("Company") hereby offers to sell the products described on the face hereof to Customer upon and subject to the terms and conditions contained herein. Customer accepts these terms and conditions by accepting delivery of the products covered by this invoice and by placement of any future orders for products with Company. Customer's acceptance of the terms and conditions will form the Contract between the parties. The terms and conditions of this offer may not be modified or altered except with the express written consent of an authorized representative of the Company. The Company objects to and will not be bound by any terms and conditions in Customer's purchase order which are in conflict with or in addition to the terms and conditions hereof. Shipment by the Company to Customer is not an acceptance of the terms and conditions of Customer's purchase order.

ENTIRE AGREEMENT



The terms and conditions set forth hereon and on the face hereof constitute the entire agreement between the Company and Customer for sale of the products or services specified herein, superseding all other agreements between the Company and Customer respecting the transaction contemplated herein, whether written or oral, including, but not limited to, any documents, correspondence, brochures, advertisements, e-mails or other electronically created materials or writings, or other memoranda respecting the products.

PAYMENT



Unless otherwise specified on the reverse side, payment for products offered hereunder will become due and payable in lawful money of the United States, within thirty (30) days of the date of the Company's invoice therefore. If shipment is delayed at the request of the Customer, the Company will invoice the Customer when the products are ready for shipment. All amounts not paid within thirty (30) days after they are due shall bear interest at 12% per month or, if lower, the highest rate permitted by applicable law, from the date of the Company's invoice until paid in full. Customer shall reimburse the Company for all costs incurred by Company in attempting to collect any amounts due to Company hereunder, including, but not limited to, attorneys' fees and other costs of litigation.

TAXES



Prices indicated on the face hereof do not include applicable excise, sales, use or other taxes or import, export or customs fees or duties, which may be imposed on the sale or delivery of equipment hereunder. All such taxes and charges, when applicable, will be charged to and are payable by Customer.

CANCELLATION OF CUSTOM PRODUCTS



All work on custom products, once started by Company, cannot be stopped without significant expense for the Company. Customer acknowledges and agrees that Customer is responsible for all labor and material costs associated with canceled Custom Products. A "Custom Product" is defined as any product which is manufactured by Company in accordance with Customer's specifications.

SHIPMENT



Unless otherwise indicated on the face hereof, all products offered for sale hereunder shall be shipped F.O.B. the Company's location, Toledo, Ohio, and title to, right of possession and risk of loss thereof shall pass to Customer upon delivery to the carrier by the Company.

PERMISSIBLE VARIATIONS



Products shipped by Company shall be within Company's standard variations, and Company reserves the right to ship overages or underages of quantity of up to ten percent (10%) in accordance with Company's standard policies.

PACKAGING



Company will use its reasonable efforts to comply with any special packaging requirements specified in writing by Customer in any order. Company will charge for compliance with Customer's special requirements in accordance with Company's price for extras in effect at the time of shipment. If no special requirements are specified by Customer, Company shall comply with the minimum requirements customarily applied by Company to the method of transportation used for such products.

DELAYS IN DELIVERY



The Company shall endeavor to meet the delivery schedule requested by Customer provided; however, that Customer shall give Company reasonable notice of products, quantities and shipping instructions. Company will not be obligated to ship products if reasonable notice of quantities and instructions are not given; if the amount is unreasonably disproportionate to the scheduled amounts or, if none; if the amount exceeds estimates provided by Customer to which the Company has agreed in writing, or if none. The reasonableness of notice shall be determined by company's products' availability and delivery capability and other commitments. Notwithstanding the foregoing, the Company does not guarantee specific dates of delivery and shall not be liable to Customer for delays in delivery for any reason. All shipping dates (including firm shipping dates) may change as a result of circumstances over which the Company has no control.

DEFAULT



Company may delay shipment, reduce amounts shipped, or terminate the Contract if (1) Customer fails to make any payment promptly when due or otherwise fails to comply with the Contract, (2) Customer ceases to conduct its operations in a normal course of business, (3) Customer is or becomes unable to pay its obligation as they mature, (4) any proceeding under the Bankruptcy Code or any other insolvency laws is brought by or against Customer, (5) a receiver for Customer is appointed or an application for a receiver is filed, (6) Customer makes an assignment for the benefit of creditors, or (7) Customer.