All quotations and sales by ESI Inc. are subject to these terms and conditions:

1. Except as otherwise set froth on the front of an ESI invoice or acknowledgement the terms of payment are net 30 days from invoice date; prices are FOB from ESI's facility and prices do no include any taxes, freight handling duty or similar charges, payment of which will be the sole responsibility of customer. Prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and on-half percent. ESI reserves the right to modify terms prior to shipment, require payment in advances or delay or cancel any shipment or order by reason of customer's creditworthiness or should customer fail to fulfill any obligation when due

2 In the absence of prior agreement as to shipping, ESI may select a carrier. ESI 's responsibility for any loss or damage ends, and title passes, when products are delivered to the carrier, to customer or to customer's agent. Customer will pay for storage charges if ESI holds products at customers request pending instructions or rescheduled delivery.

3 All products supplied are covered by, and subject to, the terms conditions and limitations of the manufacturer standard warranty, which is expressly in lieu of any other warranty, express or implied, of or by ESI or the manufacturer. Customer's exclusive remedy, if nay, under these warranties is limited, at ESI election, to any one of (a) a refund of customer's purchase price (b) repair by the manufacturer of any products found to be defective (c) replacement of such product. Customer acknowledges that except as specifically set forth or referenced in this paragraph. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY ESI OR ANY OTHER PERSON EXPRESS OR IMPLIED AS THE CONDITION OR PERFORMANCE OF ANY PRODUCT, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ESI ASSUMES NO RESPONSIBILITY OR LIABLITY WHATSOEVER FOR THE MANUFACTURER'S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO ESI BY OR ON BEHALF OF THE CUSTOMER. Use of the customer's part number on any document or on any products is for convenience only and does not constitute any representation by ESI with respect the performance, specifications or fitness of any part for any purpose.

4. Upon any breach by customer of these terms and conditions, ESI will have all rights and remedies of a secured party under applicable law, which rights and remedies will be cumulative and not exclusive. Customer is responsible for all costs and expenses incurred by ESI in collecting any sums owing by customer (which may include but are not limited to, collection agency and reasonable attorney's fees). ESI shall have the right to offset any sum owed by ESI to customer against any sum owed by customer to ESI. The laws of the State of New Jersey govern all transactions. The parties waive any right to trail by jury.

5. Products shall be deemed accepted by customer unless customer notifies ESI in writing within 10 day of delivery of product shortages, damage or defect. No returns may be made for nay reason without a RETURN AUTHORIZATION issued by ESI. If customer refuses to accept tender or delivery of any products without authorization from ESI, such products will be held by ESI awaiting customer's instruction for 20 days, after which ESI may deem the products abandoned and dispose of them as it sees fit, without crediting customer's account.

6. ESI will not be liable for any failure or delay in its performance or in the delivery or shipment of products, or for any damages suffered by customer by reason of such failure or delay, when such failure or delay is caused by, or arises in connection with, any fire, flood, accident, riot earthquake, sever weather war, governmental interference or strike, shortage of labor, fuel, power, materials or supplies, delay in delivery by ESI's suppliers or any other cause or causes beyond ESI's reasonable control. ESI reserves the right to cancel without liability any order, the shipment of which is or may be delayed more than 30 days by reason of any such cause

7.This document, and not any purchase order or other customer document (which if construed to be an offer is hereby rejected) will be deemed an offer or counter offer and it is a rejection of any other terms and conditions. Customer, by accepting any products, making any and all payments or ordering any products having previously received these terms and conditions will be deemed to have assented to these terms and conditions. ESI's failure to object to nay document, communication or act of customer will not be deemed a waiver of any of these terms and conditions. Any additions or changes to these terms and conditions must be agreed top in writing by a duly Authorized officer of ESI.

8. Products that may be subject to export or resale restriction or regulation, and customer acknowledges that it will comply with such regulations. Any statement as tot product of origin, Export Control Classification or compliance with applicable law (including, without limitation, that products are lead-free ROHS complaint) is as provided to ESI by its suppliers. Esi does not warrant its accuracy and will not be liable for any error with regard to it. Customer uses such information at its own risk.

9. Except for stated warranty ESI nor its suppliers will have any liability or obligation to customer or any other person for any claim, loss damage or expense caused in whole or part directly or indirectly by the inadequacy of any product supplied by ESI or its suppliers.

10. No order or customer obligation may be cancelled, rescheduled, reconfigured or assigned with out ESI's prior written authorization, in such event, the customer will be liable to ESI for any additional costs and expenses incurred by ESI. Prices are subject to change in response to the supplier price increases or if a price has been quoted in error, whereupon, customer may cancel undelivered portion of any affected order by delivering written notice to ESI prior to shipment. Long Term contract agreements or Scheduled Delivery Purchase Orders are non-cancelable non-returnable. If for any reason delivery in not accepted by customer on the agreed upon date, customer is obligated to make any and all payments for product ordered and cancellation and or restocking charges from manufacturer. Long Term contract agreements or scheduled delivery requirements are subject to 100% restocking charges for items not accepted, rescheduled or canceled by customer.