1. EXCLUSIVE AGREEMENT:

The invoice or quotation form contains all of the terms and conditions of the contract between FabCom Industries, Inc. dba Converting Concepts Enterprises (“CCE”) and Purchaser for the described goods (“goods”), to the exclusion of any prior or contemporaneous statements or agreements, and to the exclusion of any course of usage or trade.

2. WARRANTY:

(A) CCE warrants that when the risk of loss passed to the Purchaser for the goods sold hereunder, such goods were conforming goods.  Liability is limited as stated in section 9.

(B) THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. SHIPMENT / TRANSPORTATION CHARGES:

(A) Unless otherwise stated in writing, transportation charges are not included in the quoted price, and will be paid by Purchaser.  If any such charges are imposed on or paid by CCE, they may be invoiced to Purchaser at a later date.

(B) Unless otherwise specified by Purchaser, CCE will make, for Purchaser’s account and risk, whatever arrangements for shipment of the goods it deems suitable.

4. PRICES AND PAYMENT:

Terms are net on receipt of documents or as stated in writing on quotation or invoice.  Quoted prices do not include transportation charges, sales taxes, or other governmental charges.  All such charges will be paid by Purchaser.  If Purchaser does not provide CCE with an exemption certificate satisfactory to the relevant taxing authorities, governmental charges will be added to the quoted price or invoiced separately.  All quotations are subject to change or withdrawal without notice.  All orders or contracts accepted will be invoiced at our prices in effect at the time of shipment.

5. DELAYS:

(A) The time stated for shipment is approximate.

(B) If delays are caused by any of the reasons set forth in section 5(C), the date of shipment will be postponed for a period of time equal to the period of delay, and CCE will not be liable for any loss or damage whatsoever arising from the delay.

(C) Any delay Caused by Purchaser, inability to obtain shipping space; delays of carriers; strikes, boycotts, and other concerted acts of workers; lockouts; accidents; acts of the public authority; fires, floods, and severe weather conditions; acts of God; any other circumstances beyond CCE’s reasonable control; any cause which would excuse or suspend CCE’s performance under all applicable State of California and Federal laws and regulations as amended to the date hereof.

6. CANCELLATION:

An order once placed with and accepted by us can be cancelled only with our consent and upon terms that will indemnify us against loss.  CCE will be entitled to apply any monies deposited or previously paid by Purchaser under this contract against CCE’s damages claim.

7. SECURITY INTEREST:

(A) There is hereby created in favor of CCE a security interest in the goods, pursuant to all applicable State of California and Federal laws and regulations, securing the purchase price.

(B) Purchaser agrees to execute any security agreement, financing statement, or other document required by CCE to affect or perfect this security interest.

8. RISK OF LOSS:

Risk of loss, or damage to, or destruction of the goods passes to Purchaser upon delivery of the goods by CCE to a carrier for delivery to Purchaser, or at the time the goods are put into storage pursuant to a request from Purchaser to postpone shipment, whichever occurs first.

9.  LIMITATION OF LIABILITY:

(A) If the goods are non-conforming when the risk of loss passes, Purchaser’s exclusive remedy will be to have such goods replaced with conforming goods.

(B) All claims of Purchaser hereunder as to non-conforming goods or shortages are waived unless purchaser notifies CCE in writing of any claim within thirty (30) days of Purchaser’s receipt of any shipment.  In the event of non-delivery, Purchaser’s claim is waived unless Purchaser notifies CCE of the non-delivery in writing within thirty (30) days of the scheduled shipping date.

(C) CCE IS NOT LIABLE TO PURCHASER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING.  CCE’S LIABILITY UNDER THIS CONTRACT WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY PURCHASER FOR THE GOODS.

10. INDEMNITY:

Purchaser hereby acknowledges that medical experts are of the opinion that these materials in certain circumstances may have adverse affect on the health and well-being of persons who may be exposed to the inhalation and/or may ingest food or water containing these materials; and to avoid such adverse affects, those in charge of operations involving the use of these materials should take appropriate protective measure, such as avoiding the creation of dust or contamination and providing employees with suitable protective devices; accordingly, Purchaser agrees to adequately warn its employees, agents, representatives and customers of the possible dangers of handling, using, processing, or otherwise dealing in or with these materials purchased pursuant to this agreement.

The Purchaser, for itself and each of its subsidiaries, hereby agrees to hold and save CCE free and harmless from and against any and all loss, expense or damage (including attorney’s fees) arising from or in any way connected with the Purchase’s storage, handling, processing or any use of any material sold by CCE to the Purchaser, its affiliates and subsidiaries, under the provisions of this or any other agreement.  Purchaser further agrees to indemnify CCE and hold and save CCE harmless from and against any and all claims for such loss or damage from any representatives, agents or employees of the Purchaser.

11. GENERAL:

(A) No modification, rescission or waiver of this contract or any of its provisions is valid unless expressly agreed to by CCE in writing.

(B) No waiver by CCE of any default is a waiver of any other or subsequent default.

(C) Unless otherwise stated by CCE in writing, all payments must be made in United States dollars.

(D) If, in CCE’s judgment, Purchaser at any time or may become unable or unwilling to meet the terms and conditions of this agreement, CCE may require satisfactory assurances as a condition to commencing or continuing manufacture or shipment of the materials.

(E) Interest will be charges at 18% annum on all past due payments, unless such interest rate may not be lawfully charged; in which case interest will be charged at the maximum lawful rate.

(F) Purchaser may not contractually limit CCE’s remedies for Purchaser’s default or breach of this agreement.

(G) No contract id formed unless this quotation is signed by Purchaser and accepted by CCE in writing.

(H) This contract is governed by and will be construed according to the internal laws of California.