Rocon Manufacturing Corp.

QUOTATION

TERMS AND CONDITIONS

1. The price and delivery terms in this Quotation are subject to change if you desire to change any terms of this Quotation.

2. This Quotation is based on the present cost of materials. You shall pay Rocon Manufacturing Corp. (“Rocon”) for any increase in cost and materials purchased by Rocon to fulfill the agreement created by your acceptance of this Quotation.

3. Payment terms quoted are based on your present financial condition and record of payment. If any material change arises, Rocon has the right to require C.O.D. or other security for payment, or to withhold delivery. All invoices unpaid after 30 days shall be subject to a late charge of 2% per month. If you default in payment, you shall pay, in addition to damages, all of Rocon’s costs of collection, including reasonable attorney’s fees.

4. Rocon hereby warrants the goods sold to you under this Quotation to be free from defects in workmanship under normal use, for a period not exceeding one year from the date of delivery of the goods. Rocon’s obligation under this warranty shall be limited to the repair or replacement (at Rocon’s option) of any goods which following an inspection by Rocon, may prove defective in workmanship under normal use within one year of the date of delivery. ROCON EXPRESSLY DISCLAIMS ANY WARRANTY FOR ANY COMMERCIAL HARDWARE OR COMPONENTS INCLUDED IN THE GOODS SOLD HEREUNDER. UNLESS OTHERWISE EXPRESSLY STATED IN THIS QUOTATION, ROCON HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE GOODS ARE FIT FOR ANY PARTICULAR PURPOSE AND THE WARRANTY OF MERCHANTABILITY. The Buyer shall indemnity and hold Rocon harmless from any claims or liability arising from any use of the goods specified in this Quotation.

5. This Quotation is subject to the availability of raw materials required for the manufacture of the goods specified in this Quotation. Rocon shall not be deemed in breach of any agreement created hereunder for delay in manufacture or delivery, where such raw materials are unavailable. In that event, Rocon, may, at its sole option, cancel this quotation or deliver to you a pro-rate share of its production.

6. Rocon will not be liable for any delay or failure in performance resulting from labor disputes, war, riot, insurrection, fire, flood, accident, storm, act of God or other causes beyond its control, or from Rocon’s good faith compliance with any foreign or domestic governmental law, rule, order or regulation, whether or not it later is held invalid.

7. Unless otherwise specified in this Quotation, any special tooling developed by Rocon to manufacture the goods covered by this Quotation shall remain Rocon’s property. Any special tooling supplied by you, or any special tooling developed by Rocon which is subject to your property ownership, shall be maintained by Rocon with reasonable care. However, you shall assume all risk of loss or damage to this special tooling which arises from any event described in Paragraph 6, above, and you are encouraged to provide your own insurance against such loss or damage. If you do not claim any such special tooling within two years after completion of Rocon’s deliveries under this Quotation, then Rocon shall have the right, following 30 days written notice to you, to dispose of such special tooling without liability to you.

8. After your acceptance of this Quotation, any technical, quantity, delivery or other change requested by you must be in writing and shall be construed as a request to renegotiate the agreement created by your acceptance of this Quotation, without prejudice to Rocon’s rights under this agreement.

9. If you cancel or terminate in whole or in part, an order resulting from this offer, cancellation charges shall be determined by application of the appropriate sections of the UCC. This is without prejudice to such other and additional rights as may be available to Rocon under the law.

10. Any special packaging or other requirements not expressly provided for in this Quotation shall be subject to additional charges by Rocon.

11. You shall be deemed to have accepted the numerical count of goods shipped unless you notify Rocon in writing of any claim for short count within ten days after the goods have been delivered to you.

12. Goods delivered to you shall be deemed to conform to the agreement created by your acceptance of this Quotation unless you notify Rocon in writing of any claim of nonconformance within 30 days after delivery to you. Upon providing such notice, you will await instructions, and unless otherwise agreed to in writing by Rocon, you assume the full risk and expense of returning goods to Rocon, including but not limited to any damage arising from your improper packaging. Rocon agrees to repair or replace nonconforming goods or allow a credit for nonconforming goods, at its option, and this shall be the sole liability of Rocon with respect to nonconforming goods.

13. If Rocon is required to perform work on raw or semi-finished materials supplied by you but not purchased by Rocon from you, you shall supply an adequate excess to allow for machining. Rocon shall not be liable to you for any materials which Rocon scraps. You hereby warrant that any raw or semi-finished materials shall be suitable for the operations intended to be performed by Rocon, free of defects in workmanship and material. If any of these materials is found to be defective during processing, you shall promptly deliver suitable replacements at no charge to Rocon. You shall pay Rocon for all work performed to the time when the defect was discovered.

14. You agree to defend at your own expense, indemnity and hold Rocon harmless from all claims of patent infringement or trade secret misappropriation arising from Rocon’s performance pursuant to this Quotation, this indemnity shall extend, but not be limited, to damages, costs and reasonable attorney fees.

15. The prices quoted on this Quotation are subject to added charges levied by any government taxing authority, all of which shall be paid by you.

16. Upon acceptance by you, this Quotation shall become the entire understanding between you and Rocon with respect to all matters referred to in this Quotation, and shall supersede all prior representations or understandings. The agreement created by your acceptance of this Quotation may not thereafter be modified orally, but only in writing, signed by the party to whom the modification would apply. This Quotation, and the agreement arising from it, shall be construed in accordance with the laws of the State of New York.

17. This risk of loss or damage from any cause, relating to the goods covered by this Quotation, shall pass to you upon delivery of the goods to you or your carrier, as applicable, and if such loss or damage occurs, you nevertheless shall pay Rocon the full contracted amount.