1. ITEMS PURCHASED. FIELD GRADE agrees to sell, and BUYER agrees to buy, in accordance with the terms and conditions of this Contract: 2. PRODUCT STANDARDS. The Goods shall comply with industry standards. 3. TITLE/RISK OF LOSS. Title to and risk of loss of goods shall pass to the buyer upon delivery F.O.B. at the seller’s distribution center to an agent of the buyer including a common carrier. 4. PURCHASE ORDERS. Orders received by FIELD GRADE are considered final orders once approved by FIELD GRADE. Once a Purchase Order has been received and approved by FIELD GRADE it cannot be cancelled or altered. All Purchase Orders are subject to partial shipment and partial billing. 5. PAYMENT. Payment shall be made to FIELD GRADE, PO BOX 298, BOWMANSVILLE, New York 14026 by check. If any invoice is not paid when due, interest will be added to and payable on all overdue amounts at 8.00 percent per year, or the maximum percentage allowed under applicable laws, whichever is less. BUYER shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if BUYER fails to pay for the Goods when due, FIELD GRADE has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. 6. DELIVERY. FIELD GRADE will by default ship via common carrier economy class, without insurance unless notified in writing by BUYER to ship otherwise. 7. WARRANTIES. FIELD GRADE warrants that the Goods shall be free of substantive defects in material and workmanship. No other implied warranties are applicable. 8. LIMITATION OF LIABLITY. The remedies of the BUYER set forth herein are exclusive and the total liability of FIELD GRADE with respect to this agreement or in connection with the performance of delivery of the goods shall not exceed the purchase price of the product. BOTH PARTIES SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE. 9. INSPECTION. BUYER, upon receiving possession of the Goods, shall inspect the Goods and notify FIELD GRADE in writing within seven (7) days after receipt of any defect, loss, or damage. FIELD GRADE reserves the right to examine all products to determine, at its sole discretion, if the products are in fact defective. No returns will be accepted by FIELD GRADE after thirty (30) days from the date of shipment. FIELD GRADE will not accept any return without appropriate return authorization. 10. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. 11. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. 12. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 13. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator

In consideration of FIELD GRADE extending credit to the undersigned, the undersigned hereby absolutely and unconditionally guarantees, as a principal, on a continuing basis, the performance of the person or company applying for credit, and to whom credit is extended. This guarantee shall continue in effect until the undersigned has notified the creditor in writing of this cancellation, even in the event that applicant shall incorporate, but such cancellation shall not alter any obligation of the undersigned arising hereunder creditor harmless from any loss, damage and expense cause by arising out of any default on the part of such person or company in making payment of any part or all of such sums and in the event of such default agrees, upon demand to pay creditor the amount of any such loss, damage and expense. The undersigned further enforcement of any obligation as a result of the extension of credit including but not limited to the collection of any past due indebtedness whether or not suit is filed. The laws of the state of New York shall govern this continuing guarantee.