STANDARD TERMS AND CONDITIONS OF SALES OF PRODUCTS

MADE BY UNIVERSAL ENGRAVING, INC. ("SELLER")

All orders for "Products" and/or "Services" accepted by "Seller" are conditioned on the 10. Returned Checks: The Seller will apply a $40.00 service charge to the
Buyer's assent to these Standard Terms and Conditions ("Terms and Conditions") and Buyer's account for each invoice wherein the Buyer's check is returned for
will constitute the agreement between the Seller and Buyer ("Agreement"), unless non-sufficient funds.
Seller agrees in writing to the contrary. The terms and conditions and other statements
(oral and written) appearing in any catalog or other materials that Seller may furnish to 11. Creative Work: Any creative, experimental, engineering, or other preliminary
Buyer are not binding on Seller and do not constitute an offer or quotation by Seller. work requested by Buyers will be charged for at current rates and will not be
released until paid for by Buyer.
1. Terms of Payment: For all sales to customers with prior credit approved by
Seller, payment is due in U.S. funds, by due date shown on invoice. Any 12. Indemnification: Buyer shall indemnify and hold harmless Seller from all
extension of the payment period must be approved in writing by an officer of losses, expenses, claims or damages (including court costs and reasonable
Seller. attorney's fees) that may arise from a claim that any artwork, creative design,
logo, or trademark reproduced by Seller for Buyer, violates any copyright,
2. Taxes: The Seller's prices do not include sales, use, excise or similar taxes. trademark or other proprietary right.
Consequently, in addition to the prices specified herein, the amount of any
present or future sales, use, excise or other similar tax applicable to the sale or 13. Advice: Buyer acknowledges that any advice by Seller is given gratis; all such
use of the Product hereunder shall be paid by the Buyer, or in lieu thereof the advice is given at Buyer's own risk.
Buyer shall provide Seller with a tax exemption certificate acceptable to the
taxing authorities. 14. Security Interest: As security for Buyer's payment obligations under the
Purchase Order attached hereto and of which this Agreement is a part of,
3. Delivery Terms: Risk of loss shall transfer to Buyer upon acceptance of Buyer grants to Seller a continuing security interest in the goods sold by Seller
Products by shipper. All shipments are FOB Seller's shipping point. to Buyer as described in the Purchase Order and all proceeds of the same as
well as any specifications, blueprints, films or drawings furnished by Buyer to
4. Warranty: Seller expressly warrants that the Products will be free from Seller (the "Collateral"), as now owned or hereafter acquired. Buyer will
defects in material and workmanship. This express warranty expires and may execute and deliver to Seller any instrument, financing statement, assignment
not be availed after 90 days from initial date of sale. THIS EXPRESS or other writing or electronic communication to attach and perfect Seller's
WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES. ALL security interest in the Collateral and appoints Seller its attorney in fact to
OTHER WARRANTIES AND SPECIFICALLY THE IMPLIED execute any and all documents to protect Seller's security interest in the
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR Collateral, and authorizes Seller to file financing statements evidencing such
PARTICULAR PURPOSES ARE EXCLUDED. Any claim pursuant to this security interest in the Collateral. By assenting to these Terms and Conditions,
warranty must be made in writing prior to the expiration period or is waived. Buyer acknowledges its intent to create a security agreement under Article IX
of the Uniform Commercial Code, and where applicable, assents to the
5. Orders: An order may be canceled prior to shipment only upon payment to compliance with other applicable law when necessary to create a valid security
Seller for losses incurred in reliance on that order. Once shipped, no product interest for Buyer in Buyer's jurisdiction of formation. Should Buyer's
may be returned unless request for return is made prior to expiration of financial responsibility become unsatisfactory to Seller, Seller may also
warranty and unless written authorization to return is given by Seller. Buyer suspend future deliveries and/or require COD payment or CREDIT CARD
must pay transportation charges (and insurance if desired) and carefully payment.
package Products so that they reach Seller without damage. If Seller
determines that the Products are properly returned under Seller's warranty, 15. Trade Secrets: Buyer acknowledges that the technology and manufacturing
then Seller will reimburse Buyer for transportation charges and, at Seller's process used by Seller to produce the Product is confidential and propriety.
option, make replacement at Seller's expense or issue a credit for the full Buyer agrees not to divulge any information about Seller's business that may
invoice price. If Seller determines that the Products are not properly returned become available to Buyer as a result of its course of dealings with Seller.
under Seller's warranty, then Seller will so notify Buyer and, absent further
instructions, will repackage the Products and return them to Buyer at Buyer's 16. Applicable Law/Choice of Forum: The sale of the Products shall be
expense. controlled by the laws of the State of Kansas and the parties hereby agree to
submit themselves to the personal jurisdiction of the State of Kansas for the
6. Limitation of Remedies: In all events, Seller's liability for proven breach of purpose of resolving any dispute arising under or related to the sale of the
its express warranty or for proven negligence (whether patent or latent) in Products or these Standard Terms and Conditions.
connection with the sale of the Products or any other proven breach of any
duty whatsoever and howsoever arising in connection with the Products is 17. Binding Agreement: The terms of this Agreement, or any Purchase Order
limited to one of the following remedies, which are the sole and exclusive executed in connection with this Agreement, may be set forth, accepted,
remedies available against Seller: (1) replacement; or (2) return of the rejected or modified by the parties by a written document, facsimile, electronic
purchase price. Seller shall in no event be liable for special consequent signature, or other form of electronic communication permitted by law,
damages to any person, firm or corporation. Buyer shall be liable for all of including but not limited to e-mail. Buyer hereby certifies that the information
Seller's collection and other costs (including reasonable attorneys' fees and in the Terms and Conditions and Purchase Order received from Universal in
costs) in enforcing its rights against Buyer. In the event that Buyer breaches connection with this Agreement is true and correct, and by an authorized
any term or condition of this Agreement, Seller may seek all available representative of Buyer typing his/her signature below, on the Purchase Order
remedies at law or in equity. or in an e-mail wherein the Terms and Conditions and/or Purchase Order have
been received/attached form Seller by mail, facsimile, e-mail or other means
7. Delays: Neither party shall be liable for incidental delays, or other acts beyond of communication and Buyer acknowledges his/her acceptance of said Terms
its control disrupting performance under this contract, including Acts of God, and Conditions and the Purchase Order via one of the above-described means,
strikes, fires, threatened or actual, patent or trademark infringement action, Buyer agrees and consent to be legally bound by said terms and Conditions
prohibition on exportation or importation and the like, but each party shall be and Purchase Order(s) and understands that any typed electronic signature of
bound to use its best efforts to mitigate the adverse effects of the other party Buyer shall have the same legal effect as an original signature and is being
arising out of such disruptive acts. accepted by Universal Engraving, Inc. as such.

8. Quotations: Quotations by Seller are firm, if in writing, for sixty (60) days
from the date they are given.

9. Limitation of Liability for Short or Incorrect Shipment: On claims for

shortages or the shipment of products different from those ordered. Buyer
must given written notice to Seller specifying such claims within fifteen (15)
days from the receipt of shipment or be barred from any remedy with respect
to such claims.