terms and conditions of sales

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1. PRICES – All published prices and discounts are subject to change without notice. Written quotations expire thirty (30) calendar days from the date of quotation unless withdrawn sooner. Verbal quotations expire, unless accepted, at the time they are made.

2. TERMS OF PAYMENT – Standard terms of sale are thirty (30) days from date of shipment indicated on submitted invoices. Carrying charges of 1-1/2% will be due on any invoices remaining unpaid for ninety (90) days from date of shipment. Credit card payment via VISA, MASTERCARD or DISCOVER is provided as a convenience for small dollar purchases from customers with valid credit card authorizations. Please contact our Accounts Receivable Department for our remit to information when transferring bank to bank in payment of invoices or when sending advance payments. Invoices or advance deposits are payable in U.S. funds. Any bank charges for handling the wire transfer by a U.S. correspondent bank must be added to the amount being transferred.

3. TITLE – Title shall be vested unto the buyer at the F.O.B. point indicated on the sales order face.

4. PACKAGING - Seller warrants that all material purchased will be packaged in accordance with the best commercial methods. All special packaging requirements indicated by the Buyer shall be subject to a separate quotation.

5. WARRANTY – Seller warrants that all articles ordered to specifications will conform thereto, and to the drawings, samples or other descriptions furnished by the Seller, or that if not ordered to specifications, they will be fit and sufficient for the purposes intended and sufficient for the design as disclosed by Seller’s specifications, and that all articles will be of good quality and workmanship and free from material defects. This warranty shall run to the Purchaser and/or its customers for 12 months from the date of shipment. Unless otherwise agreed to “no other warranties are expressed and/or implied.” Upon the expiration of the period above stated, all such liability of Staco Systems will terminate. In no event shall Staco Systems be liable for consequential damages.

6. CHANGES – Changes to any order issued by Purchaser shall be binding upon Seller when mutual agreement of the money due and/or to become due, or of the time required for performance is reached, and such agreement is incorporated within the contract by contract amendment. Until final change agreement is reached, work will continue per the contract.

7. INSPECTION AND ACCEPTANCE – All work and/or manufactured products of the seller will be inspected at the Seller’s plant utilizing the Seller’s most current and up to date methods, procedure and practices which are determined by those conditions contained in the Seller’s Quality Assurance Manual. Seller warrants that the procedural context of the aforementioned manual is practiced on all manufactured products to the extent deemed necessary by the Seller to assure conformance to manufacturing standards and/or specifications. Material deemed by the Purchaser not to be accordance with said specifications may be returned to the Seller’s plant within thirty (30) days thereof pursuant to receipt of the Seller’s authorization to return said material.

However, the Seller reserves the right to make final determination at his plant on all material deemed unacceptable to said purchaser. The purchaser is required to comply with the conditions as stated herein within thirty (30) days from receipt of all work and/or manufactured products received shall be construed as acceptance of the work and/or manufactured products supplied and shall void all claims notwithstanding defects which are submitted and documented in accordance with the provisions as stated in the Seller’s warranty.

8. CUSTOMER/GOVERNMENT SOURCE INSPECTION SERVICE - A service charge of $165.00 will be shown as a separate line item for each inspection lot required by the customer. A delivery schedule of more than one lot will require an “Inspection Service Charge” for each lot. This charge is in addition to any other lot charges such as packaging, multiple destinations, etc.

9. INFRINGEMENT – Seller shall not be required to indemnify the Purchaser for patent infringements where articles specified herein are made to the design supplied by the purchaser, and/or letter patents issued upon an application which is not available for public examination.

10. NON-WAIVER – Failure of the Seller to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.

11. LAW GOVERNING – All contracts are to be construed in accordance with the laws of the State of California.

12. EQUAL EMPLOYMENT OPPORTUNITY – Offeror warrants that he shall comply in the performance of any and all contracts, with the provisions of EXECUTIVE ORDERS 10925 and 11114 as amended, and all rules, regulations and orders of the President’s Committee on Equal Employment Opportunity.

13. DELAYS – If Seller fails to proceed with the performance of any contracts, or to make deliveries within the time specified, the Purchaser may terminate that part thereof which has been delayed. The Seller will not, however, be liable for damages occasioned by a delay in performance or delivery due to causes beyond their control and without the fault or negligence of the Seller.

14. TERMINATION – Termination of any and/or all contracts and/or any portions thereof shall be subject to the following conditions, which are hereby deemed non-cancelable and/or subject to modification without the specific written permission of the seller.

(i) The purchaser will accept delivery of and pay for at prices in effect at time of shipment all merchandise which is completely manufactured and allocable to the purchase order at the time of Staco Systems’s receipt of notice of termination.

(ii) The Purchaser will pay all costs, direct or indirect, which have been incurred by Staco Systems with regard to products which have been completely manufactured at the time of Staco Systems’s receipt of notice of termination and all such other costs that are incurred at the request of said Purchaser subsequent to receipt of termination.

(iii) If the order is terminated for any reason, Staco Systems shall not be liable for incidental or consequential damages.

15. AUDIT – The Seller does not consent to audit without prior negotiations.

16. TOOLING - All tools, dies, jigs and fixtures (herein referred to as tools) which are manufactured and/or procured by Seller for use in performance of the Buyer’s contract, and which are called out within the schedule of the contract as tools, (Non-Deliverable) shall become the Seller’s property.

17. The Seller reserves the right to correct any and all clerical errors.

18. This is to certify that the merchandise listed in this document has been produced in accordance with: the Fair Labor Standards Act of 1938 (29 U.S.C. 201-219); the Walsh Healey Public Contracts Act (41 U.S.C. 35-45); the Eight Hour Law of 1912 (40 U.S.C. 324-326); the Work Hours Act of 1962 (Public Law 87-581, 76 Sta. 357-360); ASPR clauses where applicable to U.S. Government work; Executive Order

No. 10925, as amended, pertaining to Nondiscrimination in Employment; Military Security Requirements; laws restraining the use of convict labor; all other federal, state and local laws; and all regulations and orders issued under any applicable law.

We cannot be responsible for breakage, damage or loss after having obtained “in good order” receipts from the transportation company. While all goods are shipped at owner’s risk and claims must be made to the carrier, we shall be glad to render all possible assistance to secure a settlement.

Unless otherwise quoted, price quotations are for immediate acceptance and are subject to change without notice. Quotations, agreements and promised shipments are contingent on fires, labor troubles, Act of War, embargo, or any other causes beyond our control. All remittances must be on par with United States currency.

Materials proving defective will be replaced without charge upon receipt by us, charges prepaid, of those found defective, provided claim is filed within 10 days after shipping date, but no claim for damages or loss of any nature whatsoever will be allowed. No returned goods are accepted without written permission.

19. COMPLETE AGREEMENT – The aforementioned terms and conditions set forth the entire agreement between the parties hereto and no agreement or understanding varying or extending the terms or conditions of this proposal will be binding unless in writing, signed by a company officer or contract manager and attached as an amendment or rider. Conditions stated by the Purchaser in any and all contracts shall not be binding upon the Seller if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless expressly accepted in writing by the Seller and attached as amendment or rider.

Staco Systems

1139 Baker Street, Costa Mesa, Ca 92626-4191

714 549-3041 / FAX 949 549-2396

www.StacoSystems.com

ST&C/05_2007