Metroplex Supply Company, Inc. TERMS and CONDITIONS of SALE
GENERAL

GENERAL All orders for products and drawings furnished in connection herewith (hereinafter collectively called “products”) manufactured or supplied by Metroplex Supply Company, Inc., shall be subject to these terms and conditions of sale. No modifications or additions hereto will be binding unless agreed to in writing by an authorized officer of Metroplex Supply Company, Inc.

QUOTATIONS

Price quotations by Metroplex Supply Company, Inc. are subject to change without notice. All products sold are subject to price in effect at time of shipment.

PAYMENTS

Unless otherwise provided, terms of payment are 30 days net form the date of invoice for purchases whose credit is approved. Metroplex Supply Company, Inc. reserves the right to charge interest on any balance outstanding at 2% per month (or fraction thereof ) or as Metroplex Supply Company, Inc. shall determine, up to the maximum rate allowed by law, from the date of payment is due to the date payment is actually received. Pro rata payments shall become due as shipments are made. If shipments are delayed by or at the request of the purchaser, payments shall become due when Metroplex Supply Company, Inc. is prepared to make shipment. If the cost to Metroplex Supply Company, Inc. of products is increased by reason of delays caused by the purchaser, such additional cost incurred by Metroplex Supply Company, Inc. shall be paid by the purchaser. Metroplex Supply Company, Inc. may, if it deems itself insecure by reason of the financial condition of purchaser or otherwise, require full or partial payment in advance and as a condition to the continuance of production or shipment on the terms specified herein.

TAX

All applicable state, local, and county taxes will be charged unless Metroplex Supply Company, Inc. is provided a valid Texas Resale Certificate or a Texas Tax Exempt form. It is the responsibility of the buyer to convey this certificate or form prior to sale.

CANCELLATION

Any order when placed with and accepted by Metroplex Supply Company, Inc. is not subject to cancellation unless agreed to in writing by an authorized officer of Metroplex Supply Company, Inc. Cancellations are subject to reasonable charges based upon expenses already incurred and commitments made by Metroplex Supply Company, Inc.

DELIVERY

Any indicated dates of delivery are approximate only, but Metroplex Supply Company, Inc. will attempt to meet them where possible. Metroplex Supply Company, Inc. shall not be liable for delays in manufacturing or delivery or failure to manufacture or deliver due to any event in the nature force majored or any cause beyond Metroplex Supply Company, Inc. reasonable control. Metroplex Supply Company, Inc. will not be bound by ay penalty clause contained in any specification or order

PATENTS

Metroplex Supply Company, Inc. shall indemnify and hold harmless the purchaser against all claims or actions that are instituted against the purchaser on the grounds that the purchaser has infringed the patent rights of others by using, reselling, or promoting the sale or resale of Metroplex Supply Company, Inc. products, provided that Metroplex Supply Company, Inc. shall not be obligated hereunder if: a) The purchaser fails to give Metroplex Supply Company, Inc. prompt notice of any such claim or actions, or b) Such claims or actions against the purchaser are based wholly or in part on the existence or operation of any complete installation or apparatus incorporating Metroplex Supply Company, Inc. products as components and which is designed or manufactured by the purchaser or its customer.

REGULATORY LAWS OR STANDARDS

Metroplex Supply Company, Inc. makes no representation that its products conform to state or local laws, ordinances, regulations, codes or standards except as may be otherwise agreed to in writing by an authorized officer of Metroplex Supply Company, Inc.

SECURITY INTEREST

Unless and until the products are fully paid for, Metroplex Supply Company, Inc. reserves a security interest in them to secure the unpaid balance of the price and all other obligations of the purchaser to Metroplex Supply Company, Inc. however arising. The purchaser hereby grants Metroplex Supply Company, Inc. a power of attorney to execute and file on behalf of purchaser all necessary financing statements and other similar documents required to protect the security interest granted herein.

DAMAGES; LIMITATION

In the event of breach of this agreement by Metroplex Supply Company, Inc., the rights of the purchaser are limited to the amount therefore paid to Metroplex Supply Company, Inc. for the goods. THE PURCHASER SHALL HAVE NO RIGHTS TO CONSEQUENTIAL OR INDIRECT DAMAGES, WHETHER FOR INJURES TO PERSON, PROPERT OR OTHERWISE.

DEFAULT

If the purchaser defaults in performing any of its obligations to Metroplex Supply Company, Inc. under this agreement, or any other agreements, Metroplex Supply Company, Inc. may, at its option and without incurring any liability thereby, elect to terminate this agreement or to terminate any or all other agreements with the purchaser or to terminate this agreement together with any or all such other agreements. Furthermore, Metroplex Supply Company, Inc. shall have right to all damages sustained, including loss of profits.

INSOLVENCY

If the purchaser shall be insolvent or cease doing business or be the subject of any proceedings under any bankruptcy, insolvency, reorganization or arrangement statute or law, such act shall at the option of Metroplex Supply Company, Inc., be deemed a default under this agreement, and Metroplex Supply Company, Inc. may elect to cease performing and cancel this agreement with respect to any products not delivered or received prior to the election. All of the foregoing shall be without prejudice to recovery by Metroplex Supply Company, Inc. of damages for work performed and for loss of profits and material and products delivered.

CHANGES

Metroplex Supply Company, Inc. will not accept changes in specification unless such changes are requested in writing and agreed to in writing by an authorized officer of Metroplex Supply Company, Inc. and the purchaser agrees to pay, if necessary, in addition to the original purchase price a sum so set by Metroplex Supply Company, Inc.

ACCEPTANCE

No order or other offer shall be binding upon Metroplex Supply Company, Inc. until accepted in writing by an authorized officer of Metroplex Supply Company, Inc.

LIMITED WARRANTY

All products sold by Metroplex Supply Company, Inc. are warranted to be free from defects in materials and workmanship, of said products, under the manufacturer’s warranty. All claims resulting damage which may be incurred through the sales use of said products, or part thereof, with may be defective, will be covered under the manufacturer’s warranties.

MISCELLANEOUS

The provisions of this agreement shall be governed and construed in accordance with the laws of the State of Texas. These terms and conditions set forth the entire understanding and agreement of the parties hereto in respect to the subject matter hereof, and all prior undertakings between the parties hereto, together with all representations and obligations of such parties in respect to such subject matter, shall be superseded by and merged into this agreement. No provisions hereof shall be waived, changed, terminated, modified, discharged or rescinded orally or otherwise, except by a writing signed by the party to be charged by any such waiver, change, termination, modification, discharge, or rescission. No waiver if any breach of any provisions of this agreement shall constitute an amendment or modifications of this agreement, or any provision thereof. If any provision of this agreement shall be held to be unenforceable or inapplicable in any way or respect, such holdings shall not affect the enforceability of any other provision of this agreement under any other circumstances. The provisions of this agreement shall bind and inure to the benefits of the parties hereto and their respective heirs, executors, administrators, successors, and (subject to any restrictions on assignment hereinabove set forth) assigns. In the event unspecified redress or commitments develop not covered above, terms of the Uniform Commercial Code under the laws of Texas will be construed as being effective as they may pertain.