TERMS AND CONDITIONS OF SALE

1. GENERAL: The Terms and Conditions of Sale outlined herein shall apply to the sale by Gilbert Electrical Systems (hereinafter referred to as Company) of products, equipment and parts relating thereto (hereinafter referred to as equipment). Unless prior written agreement is reached, it shall be understood that the Company's proceeding with any work shall be in accordance with the terms and conditions outlined herein.

The Company will comply with all Federal, State and local laws and regulations as they may apply to the Company's manufacturing facilities. Such compliance shall not include the use and/or operation of the Equipment nor their installation and use in conjunction with other equipment or apparatus.

2. ACCEPTANCE: The Company shall not be bound by any contract or any other terms and conditions that may be contained in any order, acknowledgment, or other form of Buyer unless approved in writing by an officer of the Company. No modification shall be binding upon the parties unless such modification shall be in writing duly executed by the Buyer and approved by an officer of the Company.

3. APPLICABLE LAW: This order shall be governed in all respects by the law of the State of West Virginia.

4. PRICES AND TAXES:

(A) Your order is accepted for the material and at the prices stated herein with the understanding that chargeable taxes shall be those in effect on the date of shipment, except as herein otherwise provided as to goods of special manufacture.

(B) Buyer shall reimburse Company for all taxes, excises or other charges which Company may be required to pay any Government (national, state or local) upon the sale, production or transportation of the products sold hereunder, except those taxes normally assessed as business or operational taxes.

5. PAYMENT: All orders are subject to credit approval prior to order processing. Standard terms are net (30) days. Terms other than standard must be negotiated and approved by our Credit Department.

If Buyer fails to fulfill these terms, or if Company at any time has any doubts as to Buyer's financial responsibility, Company may decline to make deliveries except against cash or satisfactory security.

6. DELIVERY AND FREIGHT TERMS:

(A) Unless otherwise stated in the quotation the goods identified on the order to which these terms are attached will be delivered to Buyer F.O.B. Company's manufacturing facility, freight prepaid and charged, under the terms stated herein, in good condition and properly consigned.

(B) Where specifically stated in the quotation the following other terms may apply:

FOB DESTINATION - For equipment quoted FOB destination, Company will bear the freight costs. Title will pass to the Buyer when the equipment reaches the designated destination.

FOB SHIPPING POINT-FREIGHT ALLOWED - For equipment quoted FOB shipping point-freight allowed, Company will bear the freight costs. Title will pass to the Buyer when the equipment leaves the factory.

FOR SHIPPING POINT-FREIGHT PREPAY AND CHARGE - For equipment quoted FOB shipping point-freight prepay and charged, the Buyer will bear the freight costs. Company will prepay the freight costs and add the cost of the freight to the Buyer's invoice. Title will pass to the Buyer when the equipment leaves the factory.

FOB SHIPPING POINT-FREIGHT COLLECT - For equipment quoted FOB shipping point-freight collect, the Buyer will bear the freight costs. The Buyer will be responsible for Paying the freight company which delivers their equipment on the terms they negotiate with the freight company. Title will pass to the Buyer when the equipment leaves the factory.

(C) DAMAGE AND LOSS CLAIMS - For equipment quoted FOB shipping point, Company shall not be responsible for loss, shortage or damage after receipt of "in good order" receipts from the transportation company. Company's responsibility for loss, shortage or damage ceases with delivery to common carrier, at which time title and risk of loss pass to the Buyer, and all claims for loss, shortage, damage or delay must be made to carrier by the Buyer. Concealed damage claims must be reported to the carrier within their required time period. Company will reasonably assist the Buyer in securing satisfactory adjustment of any claims.

(D) DELIVERY AND FORCE MAJEURE - Shipping dates are approximate and are based on receipt of complete information with the order. If drawing approval is required, drawings must be returned on schedule to maintain shipping date. Company shall not be liable for failure to perform or for delay in performance due to any cause beyond its reasonable control, of fire, flood, strike or other labor difficulty, act of God, act of governmental authority or of the Buyer, riot, embargo, fuel energy shortage, car shortage, faulty castings or forging, wrecks or delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities from usual sources. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.

7. RECEIPT: Buyer will examine each shipment promptly on arrival. Buyer waives all claims for any cause after any part of the goods have been processed, put in service, or changed in any manner. Buyer assumes sole responsibility for determining whether the goods are suitable for Buyer's contemplated use. Buyer waives all claims of which Company is not notified in writing within (30) days after arrival of goods at destination except claims for breach of Company's Fair Labor Standards Act Warranty.

8. ASSIGNMENT: Neither party shall assign or transfer the contract without prior written consent of the other party. As a condition to any such written consent, such assignment shall be subject to the terms and conditions herein and no greater rights or remedies shall be available to assignee.

9. SET OFFS: Neither Buyer or any affiliated company of assignee shall have the right to claim compensation or to set off any against any amounts which became payable to the Company under this contract or otherwise.

10. COMMERCIAL WARRANTY:

(A) The Company warrants that the new equipment manufactured by it an delivered hereunder will be free of defects in material and workmanship for a period of one (1) year from the date of shipment.

(B) Should any failure to conform to this warranty be reported in writing to the Company within said period, the Company shall, at its option, correct such defect or nonconformity, by suitable repair to such Equipment or furnish replacement part F.O.B point of shipment, provided the Buyer has stored, installed, maintained and operated such equipment in accordance with good industry practices and has complied with specific recommendations of the Company. Components or equipment furnished by the Company, but manufactured by others, shall carry whatever warranty the manufacturers have conveyed to the Company and which can be passed on to the Buyer. The Company shall not be liable for any repairs or replacements or adjustments to the Equipment or any costs of labor performed by the Buyer or others without the Company's prior written approval. In no event shall Company be responsible for gaining access to the product, its assembly, reassembly or transportation of the product or parts from and to the place of installation.

(C) The effects of corrosion, erosion and normal wear and tear are specifically excluded from the Company's Warranty.

(D) THE COMPANY MAKES NO OTHER WARRANTIES, OR REPRESENTATIONS OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED, EXCEPT THAT OF TITLE, AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.

(E) Correction by the Company for non-conformities whether patent of latent, in the manner and in the period of time provided above, shall constitute fulfillment of all liabilities of the Company for such non-conformities, whether based on contract, warranty, negligence, indemnity, strict liability or otherwise with respect to or arising out of such Equipment.

(F) Company's WARRANTY IS NON-TRANSFERABLE AND IS APPLICABLE ONLY TO THE ORIGINAL BUYER.

11. LIMITATION OF LIABILITY: The remedies of the Buyer set forth herein are exclusive, and total liability of the Company with respect to this contract of the Equipment and services furnished hereunder, in connection with the performance or breach thereof, or from the manufacture, sale, delivery, installation, repair or technical direction covered by or furnished under this contract whether based on contract, warranty, negligence, indemnity, strict liability or otherwise, shall not exceed the purchase price of the unit of Equipment upon which such liability is based.

The Company and its suppliers shall in no event be liable to the Buyer, any successors in interest or any beneficiary or assignee of this contract for any consequential, incidental, indirect, special or punitive damages arising out of this contract or any breach thereof, or any defect in, or failure of, or malfunction of the Equipment hereunder, whether based upon loss of use, lost profits or revenue, interest, lost goodwill, work stoppage, impairment of other goods, loss by reason of shutdown or non-operation, increased expenses or operation, cost of purchase or replacement power or claims of Buyer or customers of Buyer for service interruption whether or not such loss or damage is base on contract warranty, negligence indemnity, strict liability or otherwise.

12. CANCELLATION OF ORDERS: Any order may be terminated by the Buyer only by written notice and upon payment of reasonable and proper termination charges, including but not limited to all costs identified to the order which have been incurred up to the date of notice of termination and costs of terminating orders on suppliers, plus profit.

13. INDEMNITY: Buyer agrees to indemnify and hold Company harmless for all costs and expenses incurred by Company, including, without limitation, costs of investigations, attorney's fees, and amounts paid in settlement of satisfaction of claims, proceedings, or judgements in connections with all claims and proceedings against Company based upon any claimed defect in design or patent infringement in any item or items manufactured for Buyer by Company to Buyer's design and/or specifications.

14. PATENT INDEMNITY: Company agrees to indemnify, hold harmless, protect and defend the Buyer, its successors or assigns, its customers and the users of its products, against all suits and from all claims, demands, judgments, costs and attorney's fees for actual alleged infringement of Letters Patent, trademarks, and copyrights, in connection with the items supplied hereunder, provided that these items are used as normally intended and are not made to Buyer's own specifications.