THE TERMS AND CONDITIONS STATED HEREIN SHALL TAKE PRECEDENCE OVER ANY OTHER CONDITIONS, AND NO CONTRARY, ADDITIONAL OR DIFFERENT PROVISIONS OR CONDITIONS SHALL BE ACCEPTED

1. ENTIRE AGREEMENT. This Order Acceptance constitutes the entire Agreement between the parties with respect to the sale of the merchandise, superseding all previous proposals, oral or written. No representation or statement not contained on the original of this Agreement shall be binding upon Rocheux as a warranty or otherwise, nor shall this Agreement be modified or amended except by a writing signed by an Officer of Rocheux and by the Customer. Customer expressly disclaims having relied upon any representation or statement concerning the size, weight, structure, chemical composition, color, capability, condition, performance or specifications of the merchandise except to the extent set forth on the original of this Agreement.

2. ACCEPTANCE/CANCELLATION. This Order Acceptance is limited to the express terms contained on the face and the back hereof. Any proposed or additional or different terms or any attempt by Customer to vary in any degree any of the terms of this acceptance is hereby objected to and rejected. By written notice to Customer, effective when sent, Rocheux may cancel this Acceptance or any part hereof in the event of any default by Customer, if Customer fails to comply with any of the terms and conditions of this Acceptance, if Rocheux’s performance hereunder has been made impracticable by the occurrence of a contingency the non-occurrence of which was a basic assumption on which the contract was made or by compliance in good faith with applicable foreign or domestic governmental regulation or order, whether or not it later proves to be invalid. In addition, Rocheux may cancel this Acceptance at any time by written notice to Customer, effective when sent, in the event that Customer (i) appoints a liquidator, receiver or trustee in bankruptcy or other similar officer over any or all of its property or assets; (ii) files a voluntary petition in bankruptcy; (iii) has had filed against it an involuntary petition in bankruptcy which remains in effect for thirty days; (iv) voluntarily ceases trading; (v) merges with or is acquired by a third party; or (vi) assigns any of its rights or obligations under this Acceptance to a third party without Rocheux’s written consent. Notwithstanding any other provision contained herein, Rocheux reserves the right, by written notice, effective when sent, to cancel this Acceptance or any part hereof for its sole convenience. In the event of any cancellation under this paragraph, Rocheux shall not be liable to Customer for any and all damages which Customer may claim arose from such cancellation.

3. PRICE. Prices shown on the reverse hereof are FOB Rocheux’s warehouse. Transportation expenses, rigging charges and applicable taxes if any, shall be added to the purchase price and shall be borne by the Customer. Rocheux reserves the right to withhold shipment of merchandise until the purchase price is fully paid, or to revoke any credit extended to the Customer because of its failure to pay for any goods when due or for any other reason affecting the Customer creditworthiness.

4. CONFIRMATIONS. All telephone orders and/or orders placed on Customer’s correspondence must be confirmed by Rocheux in writing by this Order Acceptance. Acceptance of all such orders is expressly conditioned upon acceptance by Customer of the terms and conditions contained herein.

5. RISK OF LOSS. Title to the merchandise described on the reverse hereof shall pass to the Customer only upon full payment therefor, but risk of loss shall pass upon Rocheux’s delivery of the merchandise to the carrier.

6. INSPECTION/TESTING. Customer’s rights and remedies regarding the inspection, testing or rejection of the merchandise delivered hereunder shall be those of a purchaser under the New Jersey Uniform Commercial Code. Customer’s failure to inspect or test the merchandise delivered hereunder shall constitute acceptance thereof, notwithstanding any defects or non-conforming merchandise. Payment for the merchandise delivered hereunder shall constitute acceptance by Customer thereof.

7. LATE CHARGES AND DEFAULT. In the event Customer fail to pay any charges or invoices provided for herein pursuant to the Payment Terms set forth on the reverse hereof, all such outstanding charges and invoices shall be subject to a service charge of 1.5% per month until paid in full. Customer agrees to pay all costs and expenses of collection, including reasonable attorney's fees of 25% of the outstanding balance, incurred by Rocheux in connection with this Agreement or in any action or proceeding against Customer for a breach of this Agreement.

8. WARRANTIES. ROCHEUX EXPRESSLY DISCLAIMS AND EXCLUDES ALL GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, INDUCEMENTS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE USE OR PERFORMANCE OF THE MERCHANDISE. ROCHEUX SHALL NOT BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF REVENUE OR PROFIT OR OTHER INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES UNLESS CAUSED BY ROCHEUX’S NEGLIGENCE. ROCHEUX SHALL NOT BE LIABLE TO THE CUSTOMER FOR EXPENDITURES FOR SUBSTITUTE MERCHANDISE OR SERVICES, OR FOR LOSS OF REVENUE OR PROFIT, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ROCHEUX’S FAILURE TO PERFORM UNDER TRHISD AGREEMENT OR FROM THE USE OR RESALE, OR THE INABILITY TO USE OR RESELL THE MERCHANDISE, REGARDLESSS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF ROCHEUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY AND ALL CLAIMS IN THIS RESPECT ARE EXPRESSLY WAIVED.

9. DELIVERY. Customer shall not terminate this Agreement for delays in delivery or other cause until ten (10) days after written notice of such intention has been actually received by Rocheux, and the Customer shall be obligated to accept any portion of the merchandise which is shipped by Rocheux during such period. Rocheux shall not be liable for failure to deliver or delays in delivery occasioned by causes beyond Rocheux’s control including, without limitation, delays of carriers or suppliers, receipt of orders exceeding its suppliers then scheduled production capacity, governmental acts and regulations, fires, floods, strikes, lockouts, riots, insurrections and war. Rocheux reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Customer of its obligation to accept remaining installments.

10. SECURITY. As security for the payment of all amounts due and to become due to Rocheux, the Customer hereby grants to Rocheux a security interest in the merchandise. Customer shall, upon request by Rocheux; execute and' deliver to Rocheux any and ala financing statements necessary to evidence or perfect Rocheux’s security interest, in the merchandise. To the extent permitted by applicable law, Customer agrees and does hereby-grant and authorize Rocheux to execute and file with the appropriate governmental authorities any and all financing statements necessary to evidence or perfect Rocheux’s security interest in the merchandise.

11. INDEMNIFICATION. Customer shall at all times indemnify and hold Rocheux harmless, its successors and assigns and any of its officers, directors. employees, representatives and/or agents or each of them from and against any and all liabilities. obligations, claims, damages, fines, penalties, interest, taxes, causes of action, costs and expenses, including, without limitation, reasonable fees and disbursements of counsel imposed upon or asserted against or incurred by us in any suit, action or proceeding (including but not limited to suits arising from alleged libel, patent infringement, copyright violation, trade mark or trade name violation, or unfair competition) between Customer and Rocheux or between Rocheux and any third party related to, arising from or by reason of performance of any of the terms, covenants or conditions of this Agreement or the use, modification, fabrication, resale and/or distribution of the merchandise sold hereunder. In the case any suit, action or proceeding is brought against Rocheux or filed, upon Rocheux’s request and at Customer’s sole expense, Customer shall resist and defend such suit, action or proceeding, or cause the same to be resisted and defended by counsel designated and approved by Rocheux. Customer’s obligations under this Paragraph shall survive the expiration or termination of this Agreement.

12. CHOICE OF LAW AND FORUM. This agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, and the Customer consents to the exclusive jurisdiction and venue of any state or federal court located within the State of New Jersey upon service of process made in accordance with the applicable statutes and rules of the State of New Jersey or the United States. Any and all suits commenced by the Customer against Rocheux, whether or not arising under this agreement and regardless of the legal theory upon which such suits are based, shall be brought only in the State or Federal courts located within the State of New Jersey. Any suit between the parties hereto, other than one seeking payment of the purchase price due hereunder, shall be commenced, if at all, within one (1) year of the date that the claim accrues. The parties irrevocably waive any right to a jury trial in any suit, proceeding or counterclaim between them.

13. WAIVER. Rocheux’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege, or Rocheux’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions or privileges, whether of the same or similar type.

14. MISCELLANEOUS. Any provision of this instrument prohibited by law in any state shall, as to such state be ineffective to the extent of such prohibition. without invalidating the remaining provisions of this Agreement. This Agreement shall be deemed to have been executed in the State of New Jersey and shall be governed and construed in accordance with the laws thereof. Customer hereby acknowledges, consent and submit solely to the jurisdiction of the Federal Court, District of New Jersey or the Superior Court of the State of New Jersey, County of Middlesex for resolution of any and all claims or controversies arising hereunder and appoints the Secretary of State of New Jersey as its agent for service of process herein.