TERMS AND CONDITIONS

1. AGREEMENT. This document is an offer by Contour Plastics to sell the products and/or services described herein. Contour Plastics objects to any terms or conditions which are in addition to or different from these terms and conditions. By accepting this offer, Manufacturer agrees to and accepts all of these terms and conditions; any additional or different terms or conditions contained in any document sent by Manufacturer to Contour Plastics, to the extent they are not beneficial to Contour Plastics, shall be of no effect. Acceptance hereof shall occur when Manufacturer (i) in writing or otherwise orders any of the products, or authorizes Contour Plastics to perform any of the work, shown on the face hereof, or (ii) receives any product from Contour Plastics, whichever occurs first. Except for modifications which are agreed to in writing and beneficial to Contour Plastic, this document constitutes the entire Agreement between Contour Plastics and Manufacturer. It shall be governed by and be construed according to its terms and the internal laws of the State of Wisconsin. Any provision hereof prohibited or unenforceable under applicable laws shall be ineffective only to such extent and without invalidating the remaining provisions of this document. No order may be cancelled or altered by Manufacturer except upon Contour Plastics’ prior written consent.

2. DELIVERY, CLAIMS AND DELAYS. All products are sold F.O.B. from shipping point and Manufacturer shall bear all risk of loss or damage in transit. Contour Plastics may deliver products in installments with each installment to be separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve Manufacturer of its obligation to accept and pay for any other delivery. Any delivery not in dispute shall be paid for regardless of any controversies relating to other products. Claims for shortages or other errors in delivery must be made in writing to Contour Plastics within thirty (30) days from date of invoice. Failure to give such notice shall constitute Manufacturer’s unqualified acceptance of delivery and waiver of any such claims. All products furnished by Contour Plastics shall be subject to commercial variations. A variation of 10% or less in the quantity ordered will result in a corresponding percentage price increase or decrease. Contour Plastics shall not be liable for any damage resulting from, without limitation, an act of God, act of the Manufacturer, embargo or other government act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or an inability to obtain necessary labor, materials, or manufacturing facilities.

3. PAYMENT. All prices are subject to change without notice. As a result of common, raw material price increases from Contour Plastics’ vendors, the price of products on order, but unshipped may be adjusted to the price in effect at the time of the part’s shipment. Quantity prices shall be based on the released amount of each part for each scheduled shipment. Invoices are due and payable within 30 days of date of invoice (“due date”). Any amount not paid by due date shall be subject to a finance charge of 1.5% per month until paid. Manufacturer agrees to pay all of Contour Plastics’ reasonable attorney fees, collection fees and cost arising out of any breach by Manufacturer of this Agreement.

4. TOOLING: SECURITY INTEREST. Tooling prices quoted on the face hereof include molded samples for dimensional approval only. Production samples and pilot runs are subject to separate quotation and negotiation. If, without Contour Plastics’ prior written consent, Manufacturer removes from Contour Plastics’ possession any tools constructed by Contour Plastics for use in the manufacture of any products specified on the face hereof, then Manufacturer shall pay Contour Plastics at the time of removal an additional tooling fee equal to 30% of all tooling prices quoted on the face hereof. To secure Manufacturer’s obligations to Contour Plastics, Manufacturer hereby grants Contour Plastics a security interest in all tools, dies and other equipment constructed by Contour Plastics for Manufacturer or furnished to Contour Plastics by Manufacturer (collectively the “equipment”) which is or may hereafter be in Contour Plastics’ possession. If Manufacturer owes Contour Plastics any money or Contour Plastics is performing services or manufacturing products for Manufacturer and Contour Plastics has not been paid in full therefore (whether or not payment is then due and owing), Contour Plastics may lawfully retain possession of the equipment and possession shall constitute perfection of this security interest. Contour Plastics shall have all the rights and remedies provided by law, including those of a secured creditor under Chapter 409 Wis. Stats.

5. TAXES AND OTHER CHARGES. Any tax, fee or charge of any nature whatsoever imposed by any governmental authority shall be paid by Manufacturer in addition to the prices quoted or invoiced.

6. SPECIAL FIXTURES. All special inspection jigs and fixtures shall be furnished by Manufacturer.

7. LIMITED WARRANTY. Contour Plastics warrants that products actually manufactured by Contour Plastics for Manufacturer shall be built in a workmanlike manner of sound material. Any such product which proves defective in material or workmanship within 30 days after shipment shall be repaired or replaced at Contour Plastics’ option, but Contour Plastics’ liability shall not exceed the price paid to Contour Plastics by Manufacturer for the product. This remedy shall be Manufacturer’s exclusive remedy for breach of Contour Plastics’ warranty. Manufacturer shall give Contour Plastics written notice of any alleged defect within 10 days after discovery by Manufacturer. Upon request, Manufacturer shall return the allegedly defective item. F.O.B., transportation charges prepaid.

THE FOREGOING WARRANTY AND REMEDY ARE EXCLUSIVE AND IN LIEU OF ALL CONTRACT OR TORT LIABILITY AND ALL OTHER WARRANTIES OR RIGHTS OF REJECTION, EXPRESS OR IMPLIED BY LAW, EQUITY, CONTRACT, CUSTOM, USAGE OR COURSE OF DEALING, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. CONTOUR PLASTICS SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES WHATSOEVER.

8. PATENTS, COPYRIGHTS: APPROVAL. Contour Plastics neither warrants nor represents that any products or services furnished hereunder may be patentable or copyrightable. Manufacturer shall review and approve all plans, drawings, sketches, renderings, diagrams, specifications, models and prototypes prepared for Manufacturer by Contour Plastics or furnished by Manufacturer to Contour Plastics (collectively “design work”). Such approval shall constitute Manufacturer’s warranty and representation to Contour Plastics that no design work or product produced by Contour Plastics for Manufacturer infringes upon any patent, copyright or trade secret.

9. INDEMNITY. Manufacturer shall, at no expense to Contour Plastics, indemnify, defend and hold Contour Plastics harmless against any and all losses, damages and expenses (including punitive damages, multiple damages, attorney fees and other costs of defending any action) that Contour Plastics may incur as a result of any claim made against Contour Plastics by any person including, without limitation, Manufacturer, its successors, assigns and customers, actually or allegedly arising in any way out of any of the products or services furnished hereunder by Contour Plastics or out of any products manufactured or sold by Manufacturer, except any claim which in whole or in part actually or allegedly arises out of Contour Plastics’ defect in any product or service sold by Contour Plastics to Manufacturer.

10. TECHNICAL INFORMATION. Any sketches, models or samples submitted by Contour Plastics shall remain the confidential property of the “part design originator” to the extent of any changes in design or process made by Contour Plastics, such changes shall remain the confidential property of Contour Plastics. Manufacturer shall not use or disclose, or permit any other person to use or disclose, any such sketches, models or samples of any design or production techniques revealed thereby or inferable therefrom, for which they were not the originator.

11. NO WAIVER. No provision hereof and no breach of any provision hereof shall be deemed waived by any previous waiver of such provision or of any breach thereof, by any previous custom, practice or course of dealing or by Contour Plastics’ failure to object to provisions contained in any communication or order from Manufacturer.

Revised March 2008