TERMS AND CONDITIONS OF SALE
DAVINCI TECHNOLOGIES

In accordance with the usage of trade, assent to the terms and conditions of sale set forth below shall be conclusively presumed from acceptance of all or any part of the material ordered. All proposals, negotiations, and representations, if any, regarding this transaction made prior to the date of this acknowledgment are merged herein. Acceptance or rejection of orders shall occur at DaVinci Technologies’ Connecticut office.

PRICES: All prices, whether herein named or heretofore quoted or proposed, shall be adjusted to the Seller’s prices in effect at the time of shipment.

PAYMENT: Unless stated differently on the face of the order, terms are net thirty (30) days from the date of the invoice. All invoices not paid within thirty days of invoice shall be subject to interest which shall accrue at the rate of 1 1/2% per month (18% annually), or the maximum rate allowed by law whichever is less. Purchaser shall have no right of set off to DaVinci Technologies in satisfaction of any claims asserted against DaVinci Technologies by Purchaser. DaVinci Technologies may at its sole discretion alter or suspend credit. For HP products, Buyer shall pay a deposit in the amount of seventy five percent (75%) of the price (due upon Seller’s receipt of Buyer’s purchase order), and the twenty five percent (25%) shall be paid upon shipment.

TITLE: Title to each shipment of material shall pass to the purchaser on the date of shipment or on the acceptance of the order by DaVinci Technologies whichever is later.

SECURITY INTEREST: DaVinci Technologies hereby retains a security interest pursuant to the applicable state U.C.C. enactment, in the purchased property to secure buyer’s obligation to pay as set forth above. Buyer also agrees that the security interest will cover all accessions and also to the proceeds of the property. Such grant shall not be construed that DaVinci Technologies consents to any sale or transfer of the collateral. DaVinci Technologies shall be entitled to file a UCC-1 to perfect its interest.

SHIPMENTS: All shipments are made F.O.B. DaVinci Technologies’ warehouse or point of manufacture. Freight will be designated as prepaid, invoiced or collect. DaVinci Technologies assumes no liability for delay, breakage or damage after making delivery to the carrier. Buyer assumes the risk of loss or damage upon delivery to the carrier.

SHIPPING METHODS: We ship via the following methods: UPS, FedEX and freight shipments. We offer the following shipping options: Same Day, Next Business Day, 2 Business Days, 3 Business Days, and 1-5 Business Days.

DELIVERY DATE: The delivery date is DaVinci Technologies’ best estimate of the time the materials will be shipped. DaVinci Technologies assumes no liability for loss, damage, or consequential damages due to delays.

DEFAULT: In the event of default in payment or the terms of this agreement, DaVinci Technologies may exercise and enforce (1) any and all rights and remedies available after default to a secured party under the Uniform Commercial Code, including but not limited to, the right to go onto the property of the Buyer where the property is located and take possession without judicial process to the extent permitted by law; (2) any or all other rights or remedies available to secured parties by law or agreement against the property, against the Buyer or against any other person or property. If seller hires an attorney who is not a salaried employee to collect what is owed under the contract or to regain possession of the above described material, buyer agrees to pay reasonable attorney’s fees plus court costs. If state or federal law provides for a limit on attorney’s fees, buyer will pay only the legal limit.

RETURN OF GOODS: Returns will not be accepted after 30 days from the date of invoice. Cancellation or refusal of an order or return of material (freight prepaid) shall only be allowable with DaVinci Technologies’ approval. All return goods are subject to a minimum 20% restocking charge or the supplier’s return charge in effect at the time of return. Restocking and/or return charges for Buyer’s custom orders shall be assessed a minimum of 50% of the original order price. DaVinci Technologies specifically maintains the right to keep any deposit or down payment paid onto DaVinci Technologies by Buyer, and by doing so, DaVinci Technologies does not limit, forego or waive any claim or other remedies it may have for damages against Buyer.

TAXES: Any taxes that the Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the material covered hereby, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to the Seller upon demand.

EXCLUSION OF WARRANTIES: NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, HAVE BEEN MADE BY OR ON BEHALF OF DAVINCI TECHNOLOGIES. There are no express or implied warranties of merchantability, fitness for particular purpose, or otherwise, which extend beyond a description of the materials.

PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES: Except in the particulars specified by Buyer and expressly agreed to in writing by Seller, all material shall be produced in accordance with Seller’s standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular mill practices concerning: dimension, weight, straightness, section, composition and mechanical properties; normal variations in surface, internal conditions and quality; deviations from tolerances and variations consistent with practical testing and inspection methods; and regular mill practices concerning over and under shipments. Overruns and under runs of 2% shall constitute the fulfillment of orders.

DAVINCI TECHNOLOGIES LIABILITY: In no event shall DaVinci Technologies’ liability for breach under this
agreement exceed the amount of the invoice price of the material.

EFFECT OF AGREEMENT: All rights of DaVinci Technologies shall inure to the benefit of its successors and assigns, and all obligations of Buyer shall bind buyer’s heirs, legal representatives, successors and assigns. If there is more than one Buyer, obligations of such buyers shall be joint and several. This agreement and security interest created hereby shall terminate when obligations have been paid in full.

MISCELLANEOUS: If and to the extent that applicable law confers any rights or imposes any duties inconsistent with or in addition to any of the provisions of this agreement, the affected provisions shall be considered amended to conform thereto, but all other provisions hereof shall remain in full force and effect. The laws of Connecticut shall govern over the terms of this agreement. This writing is the full and complete agreement between the parties. Any modifications of this agreement must be made in writing and executed by both parties. Waiver by DaVinci Technologies of a breach of any of the terms and conditions of this contract shall not be construed as a waiver of any other breach.