TERMS + CONDITIONS OF SALE

The relationship between any buyer or purchaser as described in any sales or purchase instruments or agreements entered (collectively “Buyer”) with QFC Plastics, Inc., and their affiliated and related companies, subsidiaries, officers, directors, employees and agents (collectively “Seller”) for the purchase of any goods, materials, merchandise, services, items or products covered thereby (collectively “Goods”), is conditioned upon the terms and conditions collectively contained in this instrument, the Seller’s quote and invoice as tendered to the Buyer, as they may be amended and supplemented from time to time (collectively “Agreement”) all of which are incorporated herein. Any additional or different terms or conditions proposed by Buyer are objected to and will not be binding upon, or of force or effect on, Seller, unless specifically accepted in writing and signed by an authorized representative of the Seller.

1. Each quote, invoice or confirmation by QFC PLASTICS, INC. ("QFC") for its manufacture of plastic and/or assembled products (collectively, "Products"), its manufacture or retooling of molds, dies or tools (collectively, "Molds"), or its other, contracted services (collectively, “Services”) directed to the person or entity thereon ("Buyer"), is subject to the following terms and conditions.

2. A quote is valid for 30 days from QFC’s date of issue, is not a firm offer and may be changed or revoked by QFC at any time prior to its receipt of written acceptance by Buyer. Acceptance of the quote by Buyer is expressly limited to the exact terms contained therein. Any attempt to alter or omit any of such terms is a rejection of such quote and a counteroffer by Buyer. Any counteroffer is subject to QFC’s acceptance in writing by an authorized officer at its principal offices. Buyer's purchase order for Products, Molds or Services is subject to issuance of a written confirmation by QFC.

3. Buyer shall pay QFC for all Products and Services in cash, net 30 days from the date of invoice.  Tooling orders for Molds require a deposit equal to 50% of the net invoice price to accompany Buyer's purchase order.  The remaining 50% is due Net 30 Days from mold completion.  Tooling terms may be amended from time to time if agreed upon by both the Buyer and Seller. If Buyer orders a revision to a Mold, then Buyer shall pay for the original Mold as though the work was completed on that Mold and sample approved, QFC will quote a price for such revision and Buyer shall make payment in full for such revision upon receipt of the revised design.

4. All shipments by QFC shall be FOB QFC’s dock (Arlington, TX 76011), except to the extent otherwise specifically agreed to in writing by an authorized officer of QFC. Buyer assumes all responsibility for risk of loss of, and damage to, all Products and Molds shipped, notwithstanding that QFC may have selected the carrier used to perform the transportation.  QFC reserves the right to make shipments of Products and Molds within a reasonable period of time after the original scheduled date of shipment, at which time QFC shall invoice Buyer and Buyer shall pay for such shipment in accordance with Section 3 above noted.  For partial shipments, Buyer shall pay QFC a pro rata portion of the original price quoted or confirmed for the entire order, and otherwise in accordance with Section 3 above noted.

5. QFC will not be liable for any delay in or suspension of performance of any obligations, or for any related "Losses" (see Section 18), if such delay or suspension is, directly or indirectly, caused by, or in any manner arises from or relates to, any fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, strike, labor difficulty, shortage of labor, fuel, power, materials, or supplies, terrorist-related activities, transportation delay or any cause reasonably beyond QFC’s control.  If QFC delays a shipment of Products or Molds at Buyer's specific request, QFC may invoice Buyer for that shipment from and after the original scheduled shipment date, and Buyer shall pay for same in accordance with Section 3 above noted.  Any delay in shipment granted by QFC upon Buyer's request shall not constitute a waiver of QFC’s right to refuse to delay shipments for Buyer in the future.

6. If Buyer delays, or fails or refuses to accept delivery of Products, Molds and/or Services at the price and in the manner set forth in the related quote, invoice or confirmation, then, in addition to any and all of QFC’s other rights and remedies, Buyer shall be liable for and pay QFC for any storage, warehousing, demurrage or other charges incurred by QFC as a result of any such delay, failure or refusal.  QFC shall also be entitled to invoice Buyer for, and Buyer shall pay upon its receipt of such invoice, a storage charge of $1000.00 per year, or any portion thereof, for each Mold of Buyer in QFC’s possession which has not been operated by QFC for one year or more.  If any storage charge is not timely paid, QFC may, without any notice, take all action permitted under applicable law with respect to such Mold, or may abandon or scrap same.

7. The quantity and weights specified on any order for Products or Services are deemed to be approximate and QFC shall be deemed to be in full compliance with any quantity or weight specification if it ships Products or provides Services at a quantity or weight of not more or less than 10% of that specification, except to the extent otherwise agreed to in writing by an authorized officer of QFC.

8. Prices for Products, Molds and Services are exclusive of all city, state and federal exercise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes.  Any applicable taxes will be added to QFC’s invoice as a separate charge to be paid by the Buyer pursuant to Section 3.

9.All quotes and confirmations are subject to QFC’s ability to obtain, in the ordinary course, all necessary raw materials to manufacture, and the timing of all shipments are subject to QFC’s manufacturing schedules and government regulations, orders, directives and restrictions that may be in effect from time to time.  Materials furnished by QFC are to be within the limits and of the sizes published by QFC from time to time, and subject to QFC’s standard tolerances for variation.  All price quotes and confirmations for the manufacture or assembly of Products using a Mold or tooling provided by Buyer are subject to adjustment at QFC’s request after QFC has had a reasonable opportunity to evaluate the Mold in operation.  If Buyer does not agree to QFC’s adjustment, then Buyer or QFC may terminate such order.

10. If, in the reasonable judgment of QFC at any time, the financial condition of the Buyer does not justify QFC’s continuing production, shipment or provision of any Products, Molds or Services on the payment terms specified in a quote, invoice or confirmation, then QFC may require full or partial payments from Buyer in advance or, at QFC’s option, QFC may terminate any of its related, unperformed obligations.  If Buyer is or becomes insolvent, or if any proceeding is brought against Buyer voluntarily or involuntarily under the Bankruptcy Code, or Buyer makes an assignment for the benefit of its creditors, then QFC shall be entitled to cancel any orders then outstanding and Buyer shall pay QFC for its reasonable and proper cancellation charges, and for all Products or Molds shipped or Services produced or provided.

11. If Buyer places a Mold in the possession of QFC for retooling or for QFC’s manufacture of Products, Buyer acknowledges that such Mold will be accepted by QFC with the understanding that it will be held by QFC at the sole risk of Buyer.  QFC need not cover any such Mold by any insurance policy.  QFC will, however, take reasonable precautions to protect Buyer's Molds in QFC’s possession from loss or destruction.  QFC will maintain each Mold in operation for Buyer during its normal productive life, but need not do so beyond one year after completion of QFC’s latest production using such Mold.  QFC shall not be liable for the condition or existence of any such Mold after the expiration of such one year period. Any non-routine maintenance, repair or modification to such Tooling shall be the obligation of the Buyer, and all costs incurred by Seller for such non-routine maintenance; repair or modification will be reimbursed to the Seller by the Buyer. Upon demand by Buyer for possession of any Mold held by QFC, QFC will invoice Buyer for all open invoices relating to product and/or services performed and Buyer will pay QFC prior to the release of any such mold.  If in the judgment of QFC, such tooling contains or includes proprietary ideas or devices of QFC, QFC reserves the right to refund to Buyer the purchase price paid by it for such Mold rather than deliver possession to Buyer.

12. No Products or other goods shall be returned to QFC without the prior written consent of QFC.  QFC will not have any liability for any defective Products or goods unless written notice claiming such defect is received by QFC within 60 days after QFC’s shipment of same, and in any case, QFC’s liability shall not exceed, at the option of QFC, either replacement Products, or a monetary credit for the purchase price paid.  In no event shall QFC be liable to Buyer for any consequential, special, incidental, exemplary or other damage, or any other Losses arising from or related to the use of, or inability to use, any goods provided or to be provided by QFC.

13. QFC will not have any liability for any errors in quantity, weight or number of Products unless written notice specifying such error is received by QFC within 30 days after shipment of Products.

14. QFC shall not be responsible for the accuracy of any design/specification, quality, parameter or direction (collectively, "Specifications") provided directly or indirectly by Buyer. Buyer shall make no claim against QFC, and QFC shall not be liable for, any "Losses" arising from or related to any deficiency or inaccuracy in Buyer's Specifications where QFC has adhered to Buyer's Specifications or where Buyer has failed to provide complete and current Specifications regarding any Products, Molds or Services.

15. Except as otherwise provided above, no change shall be made in any quote, invoice or confirmation unless reduced to writing and agreed to by Buyer and a duly authorized officer of QFC.  If any accepted change in drawings, materials, or design of the Molds or Products affects QFC’s cost, or the quantity or the time required for performance by QFC, QFC may adjust the purchase price, and if QFC’s work has already started, Buyer shall promptly reimbursed QFC for work already performed at the "Performed Rate", meaning, for (i) completed items, at the price quoted and accepted, or confirmed, and (ii) work in process, at the price quoted and accepted, or confirmed, less QFC’s cost to complete the same.

16. After QFC has commenced work in furtherance of any accepted quote or confirmation, or ordered any materials or made any other commitments in furtherance of its performance, Buyer may terminate or cancel same only with the prior written agreement of QFC and the payment by Buyer of reasonable charges to reimburse QFC at the Performed Rate.  No termination or cancellation is effective unless specifically agreed to in writing in advance by Buyer and QFC.

17. QFC MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION OR QUALITY OF ANY PRODUCT OR MOLD AND/OR SERVICES, EXCEPT TO THE EFFECT OTHERWISE SPECIFICALLY AGREED TO IN WRITING BY AN AUTHORIZED OFFICER OF QFC.  ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.  However, QFC does warrant the Products, Molds and/or Services when completed by QFC will, within normal industry tolerances, meet the Specifications specified to QFC by Buyer as of the date the quote is accepted by Buyer.

18. Buyer will keep, save, protect, defend, indemnify and hold QFC harmless from and against any and all Losses arising from or related to any and all actions or claims of (i) infringement of patents, trademarks or copyrights of another resulting from QFC’s manufacture or sale of Products or Molds or the provision of Services consistent with Specifications provided to QFC, (ii) personal injury or property damage brought by anyone against QFC as a result of or incidental to Buyer's use, handling or sale of Products or Molds manufactured or delivered by QFC, or (iii) by any customer of Buyer arising out of any quote, invoice, confirmation, specification or these Terms and Conditions.  "Losses" means any and all costs, claims, damages, liabilities or expenses, including reasonable attorneys’ fees.

19. There are no understandings, agreements or warranties, express or implied, relative to any quote, invoice or confirmation, which is not fully expressed therein or herein.

20. These Terms and Conditions, and each quote, invoice and confirmation, and their formation, operation and performance, shall be governed, construed and enforced in accordance with the laws of the state of Texas.  Disputes regarding any of same shall be settled by arbitration in Arlington, Texas before a single arbitrator pursuant to the rules of the American Arbitration Association ("AAA") from time to time in effect.  The Federal Rules of Civil Procedure for the United States District Courts shall govern all discovery and procedural questions.  Any party may commence arbitration at any time by giving notice of the arbitration filing to the other parties to the dispute ("Notice").  The arbitrator shall be selected by the joint agreement of such parties.  If they do not agree within 20 days after the date of the Notice, the AAA shall select the arbitrator pursuant to the rules and from the lists maintained by the AAA of arbitrators who are familiar with disputes of the type described in the Notice.  Any award by the arbitrator shall be conclusive and binding upon the parties and there shall be no right of appeal there from.  The arbitrator shall award costs, interest and expenses consistent with the provisions of the related quote, invoice or confirmation, and these Terms and Conditions, including, without limitation, attorneys' fees and the fees and expenses of the arbitration and the arbitrator.