Terms and Conditions of Sale 

            1. AGREEMENT. All sales by CD Solutions Inc., or any subsidiary thereof (“Seller”) to the (“Customer”) listed in this Credit Application and Agreement (“Agreement”) shall be governed by the provisions contained in this Agreement. Special conditions contained on Customer’s order forms which are at variance with or addition to the terms and conditions contained herein are not binding on Seller unless specifically accepted by the Seller in writing. The signature of Customer, or Customer’s authorized representative, on this Credit Application constitutes Customer’s acknowledgement and acceptance of the terms and conditions of the Agreement.

2. TERMS OF PAYMENT. Within 30 days from date of invoice, Customer shall pay to Seller the amount stated on the front of the invoice in the box marked “Total”. In addition, Customer is responsible for the ultimate payment of all taxes, including without limitation sales and use taxes, stamp charges, license, duties and government exaction’s by whatever name which may be assessed or levied on account of the goods purchased by Customer (“Goods”). Any amount unpaid after 30 days from the date of invoice shall accrue interest at a rate of eighteen percent (18%) per annum.

3. WARRANTIES AND DISCLAIMER OF WARRANTIES. SELLER DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES IN ANY WAY RELATING TO THE GOODS PURCHASED BY CUSTOMER, WHETHER BASED ON BREACH OF CONTRACT. NEGLIGENCE, STRICT LIABILITY OR OTHERWISE INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THAT THE GOODS SHALL MEET SELLER’S QUALITY STANDARDS. Customer assumes all risk and liability resulting from the use of such Goods, whether used singly or in combination with other goods.

4. CLAIMS. Customer may reject all or part of the Goods, revoke its acceptance of all or part of the Goods or assert a claim or defense based on the quality of all or part of the Goods only if, within five (5) days after receipt of the Goods Customer sends to seller at manufacturing location, by prepaid parcel post or express delivery, (1) a letter specifying the nature of the complaint, and (2) a small sample of the Good’s alleged to be defective or inferior. No charges or expenses incident to any claims will be allowed unless approved in advance and in writing by an authorized representative of Seller. Other than this small sample, Goods shall not be returned to Seller without Seller’s prior permission. Compliance by the Customer with these conditions precedent shall not constitute an admission by the Seller of the merits or amounts of the Customers claim or defense.

5. SELLER’S LIABILITY. No claim of any kind, whether as to Goods delivered or for non-delivery of Goods, shall exceed the purchase price of the Goods for which such damages are claimed, in no event shall Seller be liable for any of Customer’s lost profits or any other special or consequential damages. Seller neither assumes nor authorizes any person to assume for Seller any other liability in connection with the sale or use of the Goods.

6. OWNERSHIP AND SALE OF PROPERTY. Materials provided by the Customer to Seller in connection with the Goods shall be lawfully in Seller’s possession, but shall remain Customer’s property. Customer shall furnish to Seller at Seller’s request, written evidence of Customer’s right to permit Seller to produce or duplicate the materials submitted to Seller. Seller shall not be liable for loss or damage to Customer'’ property. Customer is responsible for insuring its property. Seller reserves the right to withhold Customer’s property until full amount is paid to Seller for the Goods, including any outstanding account balance. If Customer fails to pay any invoice or account balance, or fails to claim its property within six months after Customer’s account has been paid in full, Seller may dispose of Customer’s property in any manner Seller deems appropriate.

7. NON-WAIVER. The Seller’s failure to exercise any right to take any action permitted hereunder, or to insist upon strict performance of any provision hereof, shall not be deemed a waiver thereof or as a waiver of the other rights, remedies, breaches or subsequent defaults by the Customer in the performance of or compliance with any of the terms of the Agreement.

8. DELAY IN PERFORMANCE. Seller shall not be liable for delay in Seller’s performance caused by circumstances beyond Sellers control, including without limitation, storm, flood, act of God, fire, war, riot, government action, labor strike or lockout or other labor trouble or shortage, or inability to obtain material, equipment or transportation.

9. CUSTOMER REPRESENTATIONS AND WARRANTIES. Customer represents and warrants that (1) Customer has the right and legal authority to execute and deliver this document to Seller and perform Customer’s obligations hereunder and that all necessary action has been taken by or on behalf of Customer to authorize and approve this Agreement (2) Customer is the sole owner of all materials delivered to Seller for duplication and reproduction; (3) it has the right and authority to possess, use, duplicate and reproduce any and all materials delivered to Seller for duplication or reproduction; (4) neither such material, nor the duplication, reproduction or use of the same in any way is defamatory or violates or infringes any copyright, trademark, patent, other intellectual property right or any other right of any person or entity, wherever located; and (5) such materials are not obscene and do not otherwise violate any local, state or federal law or regulation.

10. CUSTOMER’S INDEMNIFICATION. Customer agrees to indemnify, defend and hold Seller and its directors, officers, agents, and employees harmless from and against any loss, liability, cost, expense (including reasonable attorney fees), causes of actions, claims or demands arising out of or in connection with (I) any breach or default by Customer under this agreement or (ii) the duplication, distribution, publishing, processing, use, contents or exhibition of the materials supplied by Customer, or Goods purchased by Customer from Seller, including, without limitation, any claim asserted by any third party against Seller based on Seller’s actual or alleged violation of applicable law or infringement of rights of a third party resulting from Seller’s reproduction or duplication of materials submitted by Customer to Seller. Seller agrees (at Seller’s option) to either (I) permit Customer to defend a third party claim asserted against Seller with counsel of Customers choice, in which case, Seller shall provide all assistance reasonably requested in prosecuting the defense, or (II) to defend such claims with counsel or Seller’s choice, in which case Customer Shall provide all assistance reasonably requested in connection with such defense. Customers indemnity hereunder shall extend to all reproductions or duplications in all formats which are manufactured by or for Seller on Customer’s behalf.

11. CLAIMS BY CUSTOMER. In addition to Seller’s right to attorney fees and costs under paragraph 10 above, if (I) Customer asserts any claim against Seller in connection with this agreement or otherwise relating to the sale of purchase of Goods, and (ii) Seller succeeds in denying substantially all of Customer’s claim. Seller shall be entitled to recover from Customer the attorney fees and costs incurred by Seller in defending against such claim regardless of whether litigation is instituted or prosecuted to judgement.

12. ENTIRE CONTRACT. This instrument contains the entire Agreement of the parties hereto with respect to the sale and purchase of Goods, and no modification or waiver of these terms and conditions contained herein shall be of any force unless such modification or waiver shall be in writing and signed by the Seller’s authorized representative. Customer agrees that all terms and conditions of each sale and purchase of Goods shall be the terms and conditions contained in the is Agreement, and that any different, additional or conflicting terms and conditions contained in Customer’s purchase orders are inapplicable and without effect.

13. SEVERABILITY. If any term or provision of the Agreement shall be deemed to be invalid or unenforceable, such a determination shall not effect any of the remaining terms and provisions, and all such remaining terms and provisions shall remain in full force and effect.

14. GOVERNING LAW. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. THE PARTIES AGREE THAT NEITHER SHALL COMMENCE ANY LITIGATION OR ANY OTHER TYPE OF PROCEEDINGS AGAINST THE OTHER PARTY OVER A DISPUTE ARISING OUT OF THIS AGREEMENT OR EITHER PARTY’S RIGHTS AND OBLIGATIONS HEREUNDER, EXCEPT IN A COURT LOCATED IN MIAMI COUNTY, OHIO OR MONTGOMERY COUNTY, OHIO. EACH PARTY CONSENTS TO AND SUBJECTS ITSELF TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR ANY DISPUTE ARISING OUT OF THIS AGREEMENT OR IN ANY MANNER RELATED TO THE PURCHASE AND SALE OF THE GOODS AND EACH PARTY AGREES THAT SUCH JURISDICTION AND VENUE ARE REASONABLE TO A JURY TRIAL AS TO ANY ISSUES ARISING OUT OF ANY SUCH DISPUTE.