MIDWEST ELECTRICAL TESTING
SALES TERMS AND CONDITIONS

1. Payment Terms:  Unless otherwise agreed in writing, terms of payment are United States Dollars due in full 30 days from date of invoice.  All past due accounts will be charged interest at the rate of 1 1/2% per month or the maximum allowed by law.  All orders are subject to the approval of Seller's credit department and Seller may require full or partial payment in advance.

2. Acceptance:  All valid orders will be deemed accepted by issuance of Seller's Confirmation Letter.  If any changes are made or if any other form or writing is used, terms of the Confirmation Letter shall prevail.

3. Shipping:  All prices are F.O.B. Milwaukee, Wisconsin, unless otherwise stated in writing by Seller.  Buyer is to supply explicit written shipping directions.  Seller will not be responsible for any loss, delay or breakage after receipt of an executed bill of lading or other shipping documents from the transportation carrier indicating the goods have been shipped in "good order".  Seller shall incur no liability for damage, shortages, or any other cause alleged to have occurred or existed at or prior to delivery of the equipment to the carrier, unless full details are entered on Buyer's receipt documentation to the carrier.

4. Delivery:  Except as otherwise specified in this document, title will pass and delivery will be F.O.B. point of shipment at seller's facility in Milwaukee, Wisconsin.  Risk of loss or damage will pass to Buyer upon delivery to carrier.

5. Delays:  Seller shall not be liable for loss or damage of any kind resulting from delay or inability to deliver on account of fire, labor troubles, accidents, acts of civil or military authorities, or from any other cause beyond Seller's control.

6. Taxes:  The amount of the present or future sales, revenue, excise, or other taxes applicable to the products listed herein shall be added to the purchase price and shall be paid by the Buyer, or in lieu thereof the Buyer shall provide us with a tax exemption certificate or other document acceptable to the taxing authorities.

7. Warranty Policy:

1. "AS IS":  The goods purchased by the Buyer have been purchased "AS IS" and "With All Faults".  The Buyer acknowledges that no warranties or merchantability or fitness for any particular purpose are to be implied in the transaction.

2. E - OK:  Electrically OK:  At the time of delivery, Seller guarantees the apparatus electrically and certifies that it has withstood customary electrical tests.  The apparatus has not been disassembled, or re-worked, or remanufactured by Seller.  Any claim that the apparatus is not E-OK must be made by buyer in writing to Seller within 10 days of delivery to Buyer.

3. R/M:  Remanufactured:  The seller guarantees that the apparatus has been disassembled, inspected, cleaned, lubricated, and plated or painted as necessary, with electrical and mechanical tolerances checked.  Seller guarantees that the apparatus will operate satisfactorily with competent supervision, under normal load usage and conditions, for a period of one year from date of delivery to the carrier.

4. UNUSED:  The seller guarantees that the apparatus is unused and will operate satisfactorily with competent supervision, under normal load usage and conditions.  Such guarantee will extend for a period as long as the original guarantee by the manufacturer, unless otherwise stated by Seller, but in no event greater than one year from the date of delivery to the carrier.

H.  Rented Equipment:  Sold "As Is."  All terms and conditions apply except payment terms.  Payments are due at the beginning of each rental month.  Partial months are billed as one month.  Rental payments are due upon invoice receipt.  We request return of equipment if invoice is 30 days overdue.

GENERAL PROVISIONS OF WARRANTY

1.0  Any affirmation of fact or promise made by Seller shall not be deemed to create an express warranty that the goods will conform to the affirmation or promise.  Any description or sample of the goods is for the sole purpose of identifying them and shall not be deemed to create an express warranty that other goods shall conform to such description or sample.

2.0  The foregoing guarantees will not apply to defects within the guarantee period resulting from accident, negligence, abuse or misuse, improper storage or maintenance, improper installation, damage in transit, alterations, or repairs performed by third parties subsequent to the sale or service by Seller.
If the apparatus does not operate in accordance with the foregoing guarantees, the Seller, at it's option will replace, or rework the apparatus or parts causing it to not operate.  All warranty work will be performed at Seller's facility in Milwaukee, Wisconsin and will be performed at no additional charge to Buyer.  Seller may issue credit in lieu of warranty repairs.  The remedy provided herein is Buyer's sole remedy for Seller to comply with it's warranty obligations.  The warranty does not include expenses for removal from and replacing back in service, down time, lose of use, or expenses for returning goods to Seller.  Seller shall ship any reworked or replaced goods to Buyer F.O.B. Seller's facility in Milwaukee, Wisconsin.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESSED OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE AND, EXCEPT AS PROVIDED ABOVE, ANY OTHER WARRANTIES ARE EXPRESSLY HEREBY DISCLAIMED.

3.0  Limitations of Liability:  SELLER SHALL NOT BE LIABLE IN CONTRACT OR IN TORT FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, resulting from OPERATION OF OWNER'S EQUIPMENT BY SELLER or from any breach of this contract by Seller, including, but not limited to, loss of profits or revenue, loss of use, cost of capital, cost of purchase or replacement power, down time costs, or the claims of third parties for service interruptions.  Buyer further agrees to indemnify Seller and hold Seller harmless from and against all losses, claims, demands, damages, obligations, liabilities, suits and causes of action asserted against or incurred by Seller in connection with any negligence of Buyer and the use, testing, operation, replacement or repair of any products or services sold or furnished by Seller to Buyer.In no event, whether as a result of breach of contract or torts (including negligence) or otherwise, shall Seller's liability to Buyer for any loss or damage arising in connection with this agreement, or it's performance or breach, or from the products or services furnished hereunder, exceed the difference between the contract price and the market value of goods sold, or the costs of replacement or repair of the apparatus, at Seller's option.

4.0  Cancellation:  Orders may be terminated by Buyer only upon written notice prior to shipment and upon payment of reasonable and proper termination charges, plus 25% of the contract price, or forfeiture of deposit at Seller's option.  Such reasonable and proper termination charges may include, but are not limited to all cost associated with the order which have been incurred up to the date of receipt of the written termination, plus costs of terminating orders on Seller's suppliers.  In the  event of Buyer's bankruptcy or insolvency or in the event any proceeding is brought against Buyer, voluntarily or involuntarily, under the bankruptcy or any insolvency law, Seller shall be entitled to cancel any order then outstanding at any time.

5.0  Security Interest:  Upon acceptance of Buyer's order, Buyer hereby grants to Seller a security interest in (i) all products sold to it by Seller and (ii) all proceeds of resale therefrom, including, without limitation, all accounts receivable, to secure full payment of the purchase price of such goods.  Seller shall at all times have the rights of a secured party with regards to such products and proceeds thereunto, as are provided under the Uniform Commercial Code or any similar statute, as enacted in the state or states in which such products may at any time be located.  Buyer hereby agrees to execute any documents which may be required by Seller in order to create and perfect the forgoing described security interest.  Rights of possession and title to all merchandise and goods remain with Seller until purchase is paid in full.

6.0  Remedies:  In addition to the provisions above and herein, Seller shall have all remedies afforded by the Uniform Commercial Code.  All remedies of Seller hereunder shall be cumulative.

7.0  Government Contracts:  Seller is not bound to honor quotations for equipment purchased by or for governments of any kind unless Seller has been advised in writing at the time of quotation that it is a government job.

8.0  Uniform Commercial Code:  This agreement shall be governed by the Uniform Commercial Code as adopted by the State of Wisconsin, in effect and force on the date of this agreement.  The agreement shall be deemed entered in Milwaukee County, Wisconsin, which shall be the sole venue of any action.  If any provisions of this agreement conflicts with any provisions of the Uniform Commercial Code, or if the agreement is silent as to any particular other agreement, this agreement shall be construed under and in accordance with the Uniform Commercial Code.

9.0  Expenses:  Buyer shall pay all of Seller's expenses including reasonable attorney's fees, incurred by Seller's in connection with any breach by Buyer of the terms of this Agreement, whether or not a lawsuit is filed.

10.0  Disclaimer/Entire Agreement:  No agent, employee or representative of Seller has any authority to bind Seller to any affirmation, representation, or warranty concerning the goods sold under this agreement, unless an affirmation, representation, or warranty made by an agent, an employee, or representative is specifically made in writing.  If not, such affirmation, representation or warranty has not formed a part of the basis of this bargain, and shall not in any way be enforceable or binding upon Seller or it's agents, employees, or representatives.  ANY SUCH AFFIRMATION, REPRESENTATION, OR WARRANTY MADE BY ANY AGENT OF SELLER WHICH IS NOT MADE EXPRESSLY AND IN WRITING AS A PART OF THIS AGREEMENT IS EXPRESSLY DISCLAIMED.
This writing by the parties is the total agreement of the parties, and is intended as the final expression of their agreement.  This writing is the complete and exclusive statement of the terms thereof and any and all agreements entered into prior to or contemporaneously with the execution of this agreement are excluded, whether oral or in writing.

11.0  Modification:  This agreement can be modified or rescinded only be a writing signed by both parties or their duly authorized agents.

12.0  Nonwaiver: The failure of Seller to enforce any of its rights shall not be construed a waiver of such rights.

13.0  Choice of Law:  All agreements shall be governed by the provisions of the law of the State of Wisconsin in effect as of the date of Confirmation Letter.

14.0  Miscellaneous:  All clerical errors are subject to correction.  The invalidity, in whole or in part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraphs of this agreement.