Co-planar, Inc.
Standard Terms and Conditions of Sale

1. Agreement. Customer shall be deemed to have accepted the Terms and a binding agreement between CP and Customer shall be deemed to have been created, upon the occurrence of any or all of the foregoing: (i) Customer's acceptance of the Quotation to which the Terms are attached; (ii) Customer's delivery of an order for Goods to CP (via purchase order, shipping schedule or any other means of communication); and/or (iii) Customer's acceptance of delivery of, or payment for, the Goods, irrespective of any terms added or deleted by Customer. CP and Customer agree that the Quotation is being offered by CP and is being accepted by Customer in accordance with and subject in all respects to the Terms and that the Terms constitute a complete and exclusive statement of the parties' agreement. The Terms may not be changed or waived except in a writing signed by an authorized officer of CP.
   
2. Prices. The prices referenced in the attached Quotation are valid for sixty (60) days from the date of the Quotation. Prices for piece parts are subject to change without notice.
   
3. Payment Terms. Payment in full is due thirty (30) days after shipment, without discount, setoff, counterclaim or recoupment. If at any time CP determines Customer's financial condition or credit rating does not justify a sale on credit, CP may require advance payment or may ship C.O.D. Any objections to the invoice must be made in writing to CP within seven (7) days of receipt of the invoice. If such objection is not timely made, it shall be deemed waived by the Customer. Any payment not received when due shall accrue a late charge of 1 1/2 % per month. Payments shall be sent to the address on the invoice. Customer shall reimburse CP for any expenses, including reasonable attorneys' fees, incurred in the collection of any delinquent account or in enforcing its rights as stated herein.
   
4. Quotation Terms. All Terms included in the attached Quotation made by CP shall be incorporated as though fully set forth herein.
   
5. Taxes. CP's price does not include any taxes arising from the purchase. Customer shall be solely responsible for payment of all taxes.
   
6. Delivery and Risk of Loss. Delivery will be F.O.B. CP's plant or other point of origin. Risk of loss of the Goods passes to Customer upon identification of the Goods. Shipping dates are estimates only. "Drop in" orders to support just-in-time requirements (via electronic data interchange or other means) will be managed on a case-by-case basis where mutually agreed upon ship dates will be established. CP is not liable for premium freight requirements in the case of "drop in" orders or where mutually agreed upon ship dates have not been established. CP shall determine the method of shipment and routing of Goods unless otherwise specified by Customer. Customer shall pay delivery charges established by CP. CP shall not be considered "in default" or liable for damages caused by delays in shipping or performance for any reason whatsoever.
   
7. Delays; Limited Supplies. Customer shall be solely responsible for all expenses, losses and reasonable storage costs arising from any act of request by Customer that delays shipment or performance by CP. CP shall not be liable for delays or failures in shipment resulting from acts of God, acts of war or civil disturbance, epidemics, governmental action or inaction, fires, or earthquakes, or from the unavailability or labor, materials, power, or communication, or from any other causes beyond CP's control. If supplies are limited, CP may allocate products among its customers as it determines in its sole discretion without liability.
   
8. Changes and Cancellations. CP may make design or engineering changes to parts, equipment, processes and manufacturing methods in its sole discretion. Orders are not subject to change, cancellation or deferred shipment without CP's prior written authorization. Customer shall reimburse CP for all costs resulting from such changes, cancellations or deferments.
   
9. Defects; Remedies. If any properly installed Good that has not been subjected to abuse or misuse proves to be defective, Customer's sole and exclusive remedy shall be the repair or replacement of the defective Good, or reimbursement for the reasonable cost to repair or replace the defective Good. Customer must give written notice of the alleged defect to CP and deliver the defective Good to CP within thirty (30) days after discovery of such defect. A Good shall be considered "defective" if in CP's sole discretion the materials or workmanship are defective and if the defect materially impairs the value of the Good to the Customer. Notwithstanding the forgoing, if Customer has approved a sample of, drawing of, or specifications for, the Goods, the Goods shall not be considered defective to the extent they conform to the sample, drawings or specifications.
   
10. WARRANTY DISCLAIMER AND LIMITATIONS. CP MAKES NO WARRANTIES (EXPRESS OR IMPLIED) AS TO THE GOODS AND, IN PARTICULAR, MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE PROPER APPLICATIONS AND USE OF THE GOODS. CP SHALL HAVE NO LIABILITY TO CUSTOMER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC INJURY DUE TO ANY DEFECT, DELAY, NON-DELIVERY, OR OTHER BREACH BY CP. CP SHALL HAVE NO LIABILITY TO CUSTOMER IN TORT FOR ANY NEGLIGENT DESIGN OR MANUFACTURE OF THE GOODS OR FOR THE OMISSION OF ANY WARNING THEREFROM. CUSTOMER SHALL HAVE NO RIGHT TO REJECT OR REVOKE ACCEPTANCE OF ANY PART OF ALL OF THE GOODS COVERED BY THIS AGREEMENT. NO WARRANTIES EXTEND BEYOND THOSE EXPRESSLY STATED HEREIN. UNDER NO CIRCUMSTANCE SHALL ANY LIABILITY IMPOSE UPON CP IN CONNECTION WITH THE GOODS EXCEED THE AMOUNT OF CONSIDERATION PAID BY CUSTOMER FOR THOSE ITEMS WHICH ARE REASONABLY IN DISPUTE, AS DETERMINED BY CP.
    
11. Solvency and Security Interest. Customer herby grants CP a security interest in the Goods purchased from CP to secure payment of the Goods and all other indebtedness due and owing to CP by Customer, now and in the future. CP may file a financing statement against Customer to perfect the security interest granted herein.
    
12. Compliance with Laws. CP shall not be liable to Customer for, and Customer agrees to indemnify, defend and hold CP harmless from, any liability arising or alleged to arise out of any failure of the Goods covered by the Agreement to conform to any federal, state or local law, order, regulation or standard. It is the customers responsibility to advise CP of any applicable standard statutory and regulatory requirements prior to manufacturing.
    
13. Quantities. CP shall be entitled to a ten percent (10%) variance, upward or downward, between the quantity of Goods agreed to by CP and Customer and the quantity delivered. Customer shall pay CP the unit price for all Goods CP delivers within these limits. Any claim by Customer that CP failed to deliver the agreed-upon quantity of goods must be submitted to CP in writing within thirty (30) days after Customer has received the Goods. If Customer fails to do so, it will be conclusively presumed that the proper quantity was delivered.
    
14. Tooling. All tools and die created specifically to manufacture Customer's Goods are the property of CP and shall remain in CP's possession for exclusive use on Customer's orders. Tooling will be maintained at CP's expense.
    
15. Order Modification and Cancellation. No order may be canceled or modified by the Customer without prior written approval from CP.
    
16. Indemnity. Customer shall defend, indemnify and hold CP harmless from and against all damages, losses, claims and expenses, including attorneys' fees, incurred by CP as a result of (a) Customer's breach of its obligations under the Terms, (b)any claim alleging a violation of any intellectual property rights of any third party resulting from CP's manufacture of the Goods to Customer's specifications of (c) any personal injury or property damages resulting from the sale or use of Goods manufactured to Customer's specifications.
    
17. CP's Rights. CP Retains all rights and remedies of sellers of merchandise and/or services under applicable law. CP's rights and remedies are cumulative and may be exercised at any time. No failure by CP to enforce any right on one occasion shall constitute a waiver of any future exercise of that right.
    
18. Conflict. No modification or waiver of the Terms or any Quotation by CP shall be deemed effected by any acknowledgement, order or confirmation containing other or different terms, which is subsequently provided to CP by Customer. Should any such acknowledgement, order or confirmation received from Customer contain additional or different terms that the Terms stated herein or in CP's Quotation, those terms shall be considered proposals by Customer that are hereby rejected.
    
19. Time for Bringing Action. Any action by Customer against CP for breach of this Agreement or for any other claim arising out of or relating to the Goods or their design, manufacture, sale or delivery must be brought within one (1) year after the cause of action accrues.
    
20. Independent Contractor. The relationship between CP and Customer shall be that of independent contractor and neither party shall be construed as an employee, agent, partner, or joint venture of the other.
    
21. Applicable Law. The Terms and relationship between CP and Customer shall be governed by and interpreted according to the laws of the State of New Jersey.
    
22. Patents. Customer warrants that CP's manufacture of or work on any parts, equipment or other property to be delivered to Customer shall not infringe on patents or other intellectual property rights of any third party. Customer agrees to defend and indemnify CP and assume all liability and expense incurred either by the Customer or CP for any such alleged infringement including, without limitation, court costs and attorney's fees.
    
23. Complete Agreement; Amendment. The Terms contain the entire agreement between Customer and CP with respect to the subject matter hereof. Any change in these Terms must be in the form of a written amendment to the Terms and signed by an authorized officer of CP.
    
24. No Third Party Beneficiaries. These Terms and the Goods manufactured by CP hereunder are for the benefit of CP and Customer only and do not confer any rights to any other party as a third party beneficiary or otherwise.
    
25. Severability. Should any provision contained herein be illegal or unenforceable, the validity of the remaining provisions shall not be affected thereby. If any provision herein is determined to be overbroad as written, that provision shall be considered to be amended to narrow its applications to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.