TITANIUM INDUSTRIES, INC. TERMS AND CONDITIONS OF SALE (including security provisions) 1. Terms: Unless otherwise stated, the terms of payment will be net thirty (30) days from invoice date, with interest at the rate of 10% per annum on the unpaid balance on all invoices not paid when due. Unless otherwise stated, all prices are F.O.B. Titanium Industries, Inc.'s plant. 2. Variations: Shipments will be subject to a quantity and/or variation of + 15%, the same to be accepted by Buyer as compliance with the contract. Reorders will be deemed as having been placed under the same terms and conditions as are set forth herein unless such orders are placed under a revised written quotation (and/or offer) and acceptance. 3. Acceptance: This offer by Titanium Industries, Inc. ("Seller") may be accepted only in writing by the Buyer or its authorized representative, and once having been accepted by Buyer, shall be binding upon the parties only unless and until approved by the Seller or its duly authorized officer at Morristown, New Jersey; provided, however, that, if not sooner accepted in writing, if this offer (containing these terms and conditions) is sent to Buyer contemporaneously with or accompanying Seller's shipment of any of the goods covered hereby, then this offer (containing these terms and conditions) shall be deemed accepted in its entirety by Buyer upon Buyer's acceptance, in whole or in part, of the tender of delivery of such shipment (and the contract resulting thereby is herein referred to as the "Agreement"). Once so accepted and approved, the Agreement is intended by the parties as a final expression of their agreement with respect to the subject matter hereof, and as a complete and exclusive statement of its terms. No course of prior dealing between the parties and no usage of trade shall be relevant or admissible to supplement, explain or vary any of the terms hereof. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible in determining the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of performance and an opportunity to make objection. No understandings, representations or agreements have been made or relied upon in the making of this agreement other than those specifically set forth herein. Acceptance (or deemed acceptance) by Buyer of this offer (containing these terms and conditions) shall constitute an agreement upon the part of Buyer to the terms and conditions hereof, and supersedes all previous agreements. If the Buyer, in lieu of accepting this offer in the manner contemplated by this paragraph 3, shall forward to the Seller a purchase order for the goods covered hereby, which purchase order is received by Seller prior to any shipment of the goods covered hereby, such action shall be deemed to be the Buyer's acceptance of this offer (containing the terms and conditions herein expressed), subject to the approval by the Seller from one or more of its authorized officers, notwithstanding the fact that the Buyer's purchase order may contain terms different from or additional to those contained herein; in such event, such different or additional terms shall be null and void, but such nullity shall not affect the formation of the contract between Buyer and Seller on the terms herein set forth. Buyer's forwarding of a purchase order received by Seller at any time subsequent to Seller's shipment of all or any part of the goods covered hereby shall be a nullity and of no legal effect whatsoever. This offer is not a firm offer and may be revoked or withdrawn at any time prior to Buyer's acceptance (or deemed acceptance). This offer is for acceptance by Buyer within thirty (30) days and is subject to change or withdrawal at any time prior thereto without notice. 4. Packaging and Risk of Loss: Unless otherwise stated, prices cover bulk packaging only. Risk of loss is upon Buyer at all times after the goods are delivered to a carrier at Seller's plant. 5. Taxes: Buyer agrees to pay any and all sales taxes, tariffs, surtaxes, excise taxes, and use taxes which either Buyer or Seller may become legally liable for as a result of this transaction. 6. Patents: Buyer assumes all liability for infringement of patents, copyrights or trademarks, and agrees to defend, indemnify, and hold harmless Seller against any claims arising from such infringement. 7. Delays: Seller shall not be responsible for any delay in performance or delay in delivery caused by circumstances beyond its control, including, but not limited to an act of God, fires, floods, wars, government actions, accidents, labor troubles, labor shortages, unavailability of materials, unavailability of equipment, or unavailability of transportation. 8. WARRANTIES; DISCLAIMER OF ALL OTHER WARRANTIES: Seller warrants that the goods sold hereunder shall substantially conform to the description and specifications set forth in or appended to this offer, subject to the customary mill tolerances and normal variations consistent with good mill practices and inspection methods with respect to dimension, weight, straightness, section, composition mechanical properties, surface and internal conditions and quality. THERE ARE NO EXPRESS WARRANTIES INVOLVED IN THIS TRANSACTION OTHER THAN THOSE WARRANTIES STATED HEREIN. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION APPEARING ON THE FACE HEREOF. THE FOREGOING IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER, EXPRESSED, IMPLIED IN STATUTE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DEFECTIVE ITEMS MUST BE HELD FOR SELLER'S INSPECTION AND RETURNED TO THE ORIGINAL POINT OF DELIVERY. NOTWITHSTANDING THE FOREGOING, IN THE EVENT AND TO THE EXTENT THAT ANY OF THE GOODS COVERED HEREBY (OR ANY COMPONENTS THEREOF) ARE MANUFACTURED OR PROCESSED BY ANY THIRD PARTY, THEN SELLER'S SOLE OBLIGATION WITH RESPECT TO SUCH GOODS (OR COMPONENTS) SHALL BE TO ASSIGN TO BUYER (IF AND TO THE EXTENT ASSIGNABLE) ALL WARRANTIES MADE OR GIVEN TO SELLER BY SUCH THIRD PARTY MANUFACTURER AND/OR PROCESSOR; IN SUCH EVENT, SELLER GIVES NO OTHER WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES ARE FULLY AND FOREVER DISCLAIMED. 9. Claims for Defective Goods: Any claims for breach of warranty (if any) must be reported in writing to Seller, in sufficient detail to fully apprise Seller of the claimed defect within thirty (30) days after delivery of the goods at the destination specified by Buyer. Any such goods so returned shall, at Seller's election (exercisable in Seller's sole discretion), be replaced as originally ordered; if Seller elects not to replace the defective goods properly returned to Seller, then the price paid by Buyer for such goods shall be credited to Buyer. IT IS AGREED THAT THE SELLER'S LIABILITY, IN CONTRACT, TORT OR OTHERWISE, FOR DAMAGES ARISING FROM ANY DEFECTIVE GOODS IS LIMITED TO THE REPLACEMENT OF THE DEFECTIVE GOODS OR TO THE PRICE OF THE DEFECTIVE GOODS, AND THAT SELLER WILL NOT BE LIABLE IN ANY EVENT FOR LOSS OF USE OR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY TYPE WHATSOEVER. No goods which are claimed to be defective shall be returned to Seller without first notifying Seller in writing, and receiving shipping instructions from Seller. In all events, the transportation charges on returned goods will be paid by Buyer. THERE SHALL BE NO REVOCATION OF ACCEPTANCE, WHICH RIGHT TO REVOKE ACCEPTANCE, BUYER HEREBY EXPRESSLY WAIVES. BUYER MAY REJECT THE GOODS COVERED HEREBY ONLY FOR DEFECTS SUBSTANTIALLY IMPAIRING THEIR VALUE AND FOR NO OTHER REASON. BUYER'S EXCLUSIVE REMEDIES FOR LESSER DEFECTS SHALL BE FOR BREACH OF AN EXPRESS WARRANTY, AND THEN ONLY TO THE EXTENT APPLICABLE TO ANY EXPRESS WARRANTY CONTAINED HEREIN. 10. Damages: In the event Buyer wrongfully rejects, revokes or unduly delays acceptance of the goods covered hereby, Seller, at its sole option, shall have the right to recover as damages either (i) the purchase price of the goods, whereupon the goods in such conditions as they may then exist shall become property of Buyer, or (ii) the profit (including reasonable overhead) realizable by the Seller upon full performance. In either event, Seller may recover all incidental damages and reasonable costs, including, in the event Seller elects (i) above all reasonable charges for storage, handling and preservation of the goods until the same are claimed by Buyer. Seller's remedies set forth in this paragraph are supplemental to, and not in lieu of, any and all remedies otherwise available to Seller at law, in equity, or hereunder. 11. Claims for Shortages: All claims for shortages must be made in writing thirty (30) days after delivery of the goods at the destination specified by Buyer. 12. Raw Materials: Where the materials out of which the goods to be sold hereunder are specified, Seller warrants that all products supplied hereunder will be manufactured from such materials which are so designated or described by the manufacturer or supplier of the raw materials. However, Seller shall not in any event be liable for, and Buyer assumes the entire risk of all losses caused by, any deficiencies, limitations, modifications or variations in the specified raw materials, which materials are designated or described by the manufacturer or supplier thereof in a manner which conforms to the specifications. 13. Indemnity: Buyer assumes all liability (including but not limited to liability for injury to person or property, economic loss or business interruption) for claims arising from the sale or use of the goods or products covered by this agreement. Buyer further agrees to defend, indemnify, and hold harmless Titanium Industries, Inc., its officers, directors, employees and agents from any and all claims, demands, actions, or suits arising from the sale or use of any goods or product covered by this agreement except for losses caused solely by the gross negligence of Titanium Industries, Inc. 14. Security Agreement: For so long as any amount remains to be paid by Buyer to Seller, whether such obligations arose under this transaction or any other transaction between Buyer and Seller (collectively the "secured obligations"), then Seller shall have, and Buyer hereby grants to Seller, a lien and security interest in and to the goods sold hereby to Buyer (the "collateral"), as security for the payment and/or performance of the secured obligations. In the event Buyer fails to perform any secured obligation in strict accordance with its terms, then Buyer shall have the right to declare all secured obligations immediately due and payable and, further, to pursue all such rights and remedies as to the collateral as are available under the Uniform Commercial Code, as well as all such other rights as are available at law, by statute or in equity. 15. Limitation Period: If either party to this agreement desires to bring an action against the other party for breach of this agreement, including any action by Buyer against the Seller for the alleged breach of any warranty, the time within which the action must be commenced shall be one year after the accrual of the cause of action as defined by Section 2-725(2) of the Uniform Commercial Code. 16. Jurisdiction: The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods; rather, it is intended that this contract shall be governed and construed, in all respects, in accordance with the laws of the State of New Jersey, including, without limitation, its provisions of the Uniform Commercial Code. Any controversy or claim or dispute arising out of or related to this contract shall be litigated only in a court of the State of New Jersey. 17. Legal Costs: If any legal proceeding is brought for the enforcement of any term, provision, covenant or agreement set forth herein, or because of a dispute, or an alleged breach, default or misrepresentation in any way connected herewith, or with any provision hereof, the successful or prevailing party shall be entitled to recover from the losing party the reasonable attorney's fees and other costs incurred in that action or proceeding or in any appellate proceeding relating thereto, such amount to be set by the court(s) before which the matter is tried, heard or decided. 18. Year 2000 Compliance: Seller understands that Buyer will meet, and is relying on Buyer meeting, its payment obligations hereunder notwithstanding problems commonly referred to as "Year 2000" problems. In no event shall Buyer's failure to make payments in accordance with the terms hereof be excused by reason of force majeure, act of God or computer system or software failure whether or not attributed to Year 2000 problems. PRIVACY POLICY Titanium Industries has created this privacy statement in order to demonstrate our firmest commitment to preserving your privacy. This page discloses our information-gathering and dissemination practices. GATHERING INFORMATION We use your IP address only to help diagnose problems with our server, and to administer our Web site. Our various contact forms require users to provide us with their email addresses. Respondents' contact information is used to contact an individual only when necessary, such as in the case of supplying information requested by the visitor or responding to a question. Email addresses are saved only in the case of various opt-in promotional campaigns whereby emails are incorporated as an integral part of the functionality of the service. Emails are not shared by Titanium Industries with any outside individuals or entities. Titanium Industries may, in certain locations of the site, ask visitors for contact information (such as their email address) and demographic information (such as zip code, age, or income level). The customer contact information gathered in this way is used only to tailor our visitor's experience at our site, providing visitors with content that we believe they might be interested in and displaying the content according to those customers' preferences. Sharing Information The e-mail address you provide to Titanium Industries WILL NOT be shared in any way, shape or form with any other individual or company, unless you are specifically asked for your permission and agree to this practice beforehand. CHOICE/OPT-OUT POLICY In some instances, but specifically with regard to registration Applications, our site provides users with the opportunity to specifically request that their credit information NOT be shared with any outside financing parties. LINKS This site may also contain links to other Internet sites. Titanium Industries is not responsible for the privacy practices or the content of suchWeb sites. APPLICATION PRIVACY In connection with your Registration Application, we may acquire information about you as described in this notice, which will be handled as described here. 1) We collect nonpublic personal information about you from the following sources: * Information we receive from this online application. * Information about your transactions with us. 2. We do not disclose, nor do we reserve the right to disclose, any nonpublic personal information about our consumer, customers, or former customers to anyone, except as permitted by law. We may disclose nonpublic personal information about you, as a consumer, customer or former customer to non-affiliated thrid-parties as permitted by law. 3. We restrict access to nonpublic personal information about you to those employees who need to know that information to provide products and services to you. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.