4.  The agreement between Seller and Buyer (the "Sales Contract") with respect to the products described in this acknowledgment (the "products") shall consist of the terms contained herein together with any additions or revisions of such terms mutually agreed to in writing by Seller and Buyer. Seller shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer's purchase order or in any other communication from Buyer to Seller, unless specifically agreed to by Seller in writing.The Sales Contract shall be for the benefit of Seller and Buyer and not for the benefit of any other person. Prior courses of dealing and verbal agreements not reduced to a writing signed by Seller to the extent they modify, add to or detract from the Sales Contract, shall not be binding on Seller.

5. The Sales Contract may not be modified or rescinded except by a writing signed by Seller and Buyer. If all or part of the Sales Contract is terminated by such modification or recession, Buyer, in the absence of contrary written agreement between Seller and Buyer, shall pay termination charges based upon cost determined by accepted accounting principles, plus a reasonable profit on the entire quantity ordered. Cost shall include any amount Seller must pay to its suppliers due to any termination by Seller of a purchase order for products intended for Buyer.

6.  Buyer shall pay purchase price within fifteen (15) days from date of shipment unless otherwise stated on the front side hereof.Price is F.O.B. first point of shipment unless otherwise stated on the front hereof. Title to and risk of loss of the products pass to Buyer upon delivery to carrier. In the event Buyer fails to pay the total purchase price within said 15 day period, Seller shall be entitled to collect an interest charge of the lesser of 1.5% of the unpaid purchase price per month or the maximum amount allowed by applicable laws. Seller shall also be entitled, in addition to all other remedies available at law or in equity to recover reasonable attorneys fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in respect of this Sales Contract.

7. Any tax or other governmental charge upon the production, sale, shipment or use of the products which Seller is required to pay or collect from Buyer shall be paid by Buyer to Seller, unless buyer furnishes Seller with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice.

8.  Shipping date is estimated on the basis of immediate receipt by Seller of Buyer's order and all information, drawings and approvals to be furnished by Buyer, and the absence of delays, direct or indirect, resulting from or contributed by the circumstances beyond Seller's reasonable control. Seller will in good faith endeavor to ship by estimated shipping date. Seller shall have the right to make partial shipments.

9.  Seller will comply with minimum specifications for the method of transportation specified. If no method of transportation is specified on the front side hereof, shipment will be by a reasonable method of transportation.

10.  Unless otherwise specified on the front side hereof, quantities are subject to normal manufacturers allowances. Such allowances in the case of wire and cable are plus10% and minus 5%. The purchase price will equal the unit price multiplied by the quantity shipped.

11. All orders are shipped F.O.B. Newark, NJ via common carrier (usually UPS), unless otherwise specified. Orders placed before 1:30pm EST will ship out that day, on stock items. Seller warrants to Buyer that the products at the time of shipment will be commercially free from defects in material and workmanship and will be materially in accord with specifications referred to on the front hereof or otherwise specifically agreed to in writing by the parties hereto. Seller passes on and assigns to Buyer the warranties made to Seller by its suppliers and Seller's warranty in its entirety shall be deemed limited by and shall not extend beyond such warranties. The length of the warranty period will be the length established by the manufacturer of the products and shall in no event extend beyond one year from date of shipment. Buyer shall proceed exclusively and directly against such supplier at Seller's request. This Warranty shall be ineffective and shall not apply to goods that have been subjected to misuse or abuse, neglect, accident, damage, or improper installation or maintenance. All non-defective products returned are subject to 25% restocking fee. No returns on custom products.This includes products not shipped from stock.Buyer will inspect the goods upon delivery and will promptly notify Seller in writing of any defect in the products. Seller's sole obligation under these warranties will be limited to either, at Seller's option and expense, repairing or furnishing a replacement F.O.B. first point of shipment for the products or parts thereof which Seller reasonably determines do not conform with these warranties, and Buyer's exclusive remedy for breach of any such warranties will be enforcement of such obligation of Seller. All claims for shortages or defects shall be submitted in writing to Seller within ten (10) days from date material is received by Buyer; otherwise such claims shall be irrevocably waived. Seller is not responsible for damage incurred in transit. No agent, employee, or representative of the Seller has any authority to bind Seller to any representation, affirmation or warranty concerning the products and any such representation, affirmation or warranty shall not be deemed to have become a part of the basis of this Sales Contract and shall be unenforceable. The foregoing warranties are exclusive and in lieu of all other warranties of merchantability, fitness for purpose and of any other type, whether express or implied.

12. In no event shall Seller be liable for consequential damages, nor shall Seller's liability on any claims for damages arising out of or connected with the Sales Contract or the manufacture, sale, delivery or use of the products exceed the purchase price of the products. Seller shall not be liable for any failure to perform its obligations under the Sales Contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer; acts of civil or military authority; priorities; fires; strikes or other labor disputes; accidents; floods; epidemics; war; riot; delays in transportation; lack of inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond Seller's reasonable control, whether similar or dissimilar to the foregoing.

13.  Installation shall be by the Buyer, unless other wise specifically stated in the specifications which are part of the Sales Contract. Final inspection of products prior to installation thereof will be the obligation of the Buyer.

14.  Seller will hold Buyer harmless against any rightful claim of any third person by way of infringement of any United States Letters Patent by the products which are of Seller's own manufacture, but, if Buyer furnishes specifications to Seller. Buyer will hold Seller harmless against any such claim which arises out of compliance with the specification; provided that the party seeking to be held harmless notifies the other party and gives it right to defend. Except as in this paragraph provided, Seller makes no warranty that the equipment will be delivered free of the rightful claim of any third party by way of infringement or the like. Seller's obligation under this paragraph shall not apply to any infringement consisting of the use of the products as a part of goods manufactured by Buyers or others.

15.  Any bounced check will have imposed a $50 fee plus bank charge for NSF or UCF. A check returned for insufficient funds or stopped payment is a criminal offense, and at its discretion, Seller may proceed with charges against the issuer. If any check is returned, Buyer will automatically be placed on a prepay or certified COD basis.