GENERAL TERMS AND CONDITIONS: The sale of any product by TOK America Inc. (“TOK”) and any quotation from TOK are subject to thefollowing additional terms and conditions which are knowingly and conclusively accepted by the Buyer. Any other terms and conditions inconsistent withthese terms and conditions are not binding on TOK and are not applicable to any sales or quotation by TOK. TOK’s failure to object to any contrary oradditional terms contained in any communication from Buyer shall not constitute a waiver of or an addition to these terms and conditions.
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Price. The prices are as negotiated between TOK and Buyer. Prices
are subject to change by TOK without prior notice. Prices may beaffected by minimum quantity charges and quantity volume
discounts. Prices are at all times subject to currency fluctuations,labor charges and material costs.
Delivery. TOK shall select the carrier. Delivery is FOB to Buyer'sfacilities or as specified by Buyer all at Buyer’s cost. If shipment isfrom TOK’s supplier to Buyer’s facilities, then Buyer shall be
responsible for all freight, shipping and related transportation costsand fees. TOK shall invoice Buyer for such charges. Buyer shall be
responsible for the payment of all personal property and all othertaxes, customs duties and fees, excise taxes, penalties, assessments
and all transportation charges, insurance costs, and other charges
incident to the storage and movement of the Product in connection
with delivery to Buyer. Buyer shall pay all customs duties, fees,assessments, penalties, expenses and related transportation charges
upon demand by TOK and before delivery. The carrier shall not be
construed to be an agent of TOK. TOK shall not be responsible forany carrier delays. TOK’s liability for risk of loss shall terminate
upon delivery of the product to the carrier. TOK shall not be liable
for any damages or penalty for delay in delivery or failure to deliver
when such delay is caused by force majeure or is otherwise beyond
TOK’s control. If the Products are destroyed before the time of riskof loss passes to Buyer, then this Agreement shall be avoided andTOK excused from all obligations hereunder.
Payment. Payment for product is due to TOK net thirty (30) days
from the date of invoice, except for customs duties, all taxes andrelated fees, penalties, assessments and related transportation
expenses, which shall be due and payable upon receipt of TOK’sinvoice. Late charges and interest for nonpayment shall be allowed
to the highest extent allowed by applicable law. All collectioncharges and collection fees and expenses are the responsibility andobligation of the Buyer.
Limitation of Damages. IN NO EVENT WILL TOK OR ITSAUTHORIZED REPRESENTATIVES BE LIABLE TO THE
BUYER FOR ANY CLAIMS OR DAMAGES IN EXCESS OF
AMOUNTS PAID BY THE BUYER TO TOK FOR THE
PRODUCT OR SERVICES RELATING TO THE PRODUCTSPECIFIED HEREIN. TOK SHALL NOT BE LIABLE FOR
ANY LOST PROFITS, LOST SAVINGS, OR ANY SPECIAL,PUNITIVE,INCIDENTALORCONSEQUENTIAL
DAMAGES, EVEN IF TOK OR ITS AUTHORIZEDREPRESENTATIVES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Warranty. TOK warrants to Buyer that all of its products shall befree from initial defects in material and workmanship during normal
use and service for a period of ninety (90) days from date ofconsumer purchase. TOK must be notified in writing of all warranty
claims and all such claims must be made within this time period.
Merchantability and fitness for a particular purpose are disclaimed tothe fullest extent of law. All weight resistance descriptions on any
product are for general reference only and are not guaranteed or
specific for any purpose. Warranty claims and product returns are
subject to TOK’s Return Materials Authorization (RMA) procedures.
This limited warranty does not apply to product that has been abused,damaged, altered or misused by any person or entity after title passesto Buyer. TOK America’s sole obligation, and Buyer’s sole remedy,
is for TOK America to replace and send such replacement to Buyer
freight prepaid as soon as commercially reasonable and practicable.
Buyer shall return products covered by this warranty freight prepaid
after completing a failure report and obtaining a RMA number fromTOK America to be displayed on the shipping label. Customer shallbear all of the risk, and all costs and expenses, associated withproducts that have been returned to TOK America for which there isno defect found. No agent, employee or representative of TOK has
any authority to bind TOK to any representation of warranty
concerning the goods sold to Buyer, unless specifically included
within these terms and conditions; any such representation is not

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deemed a part of the basis of this transaction and shall not in any way
be enforceable against TOK. Products are for the U.S. market. This
warranty shall not apply to products sold outside the U.S.
Disputes. Any dispute, controversy or difference of opinion as towhether any of the Product are defective which the parties are unable
to resolve by negotiation, shall be resolved by binding arbitration
before the American Arbitration Association and its Commercial
Dispute Resolution Procedures then in effect in Orange County,
California. Each party shall bear its own expenses and costs of thearbitration.
Liability for Damages to TOK. Buyer understands that upon
TOK’s acceptance of Buyer’s order, TOK will incur substantial
expenses and suffer significant losses if Buyer subsequently breaches
its agreement to purchase the Product. In the event of any default byBuyer, Buyer shall be liable for all damages suffered by TOK andshall indemnify TOK against and be responsible for all of TOK’sobligations to any third parties involved in supplying the Product.
Relationship. The relationship created between Buyer and TOK
shall be strictly that of customer and supplier. Neither party isconstituted an agent or legal representative of the other party for any
purpose whatsoever, and neither party is granted any right orauthority hereunder to assume or create any obligation, express or
implied, or to make any representation, warranties or guarantees onbehalf of the other party.
Waiver. A waiver by either party of a breach of any of the terms
hereof by the other party shall not be deemed a waiver of any
subsequent breach.
Choice of Law and Venue. This Agreement, and any disputearising from the relationship between the Parties hereunder, will begoverned by the laws of the State of California, excluding its conflictof law rules. The Parties knowingly, voluntarily and irrevocably
consent to venue in Orange County, California on all matters anddisputes relating to and arising out of this Agreement.
Severability. If any of the terms or conditions hereof are held voidor unenforceable, such terms or conditions will be treated asseverable, leaving the remainder of the terms and conditions valid
and enforceable.
Attorneys' Fees. In any action or proceeding involving theenforcement or interpretation hereof, the prevailing party, whether
plaintiff or defendant, shall be entitled to reimbursement of its
reasonable attorneys' fees and all costs and expenses incurred inconnection therewith, in addition to any other relief to which it may
be entitled.
Interest and Collection Costs. Any amount not paid by Buyer
when due shall bear interest at the highest legal rate permitted byapplicable law. All costs of collection and enforcement of any
judgment shall be awarded.
Use of Standard Forms. For purposes of convenience only, theparties shall be free to use their standard business forms inconnection with the transactions contemplated by this Agreement.
However, this Agreement shall take precedence over any invoices,quotations, purchase orders or other standards forms of Buyer. Anyterms contained in such standard forms that are inconsistent with theterms herein shall be of no force or effect.
Successors In Interest. This Agreement shall be binding upon andinure to the benefit of the parties and shall not be assigned by either
party without the prior written consent of the other party.
Entire Understanding. This Agreement constitutes the entire
agreement between TOK and Buyer and shall supersede any otherprior agreements, whether oral or written, express or implied, as they
pertain to the product and services ordered, and shall supersede any
conflicting provisions of Buyer’s purchase order and written
acknowledgment. This Agreement may not be changed or modified
except as specifically and mutually agreed upon in writing by bothparties.