General Terms and Conditions

1. Terms of payment on the sale of the Products covered by this invoice are set forth on the face of this invoice. Payment is to be made to the address set forth on the face of this invoice

2. In the event of Buyer's default in payment for Products, Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in collection of any sums owing by the Buyer and Seller shall not be obligated to make any further deliveries to Buyer. Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney's fees.

3. Seller will not be liable for any failure or delay in the performance of orders or contracts or in the delivery of shipment of Products or for any damages suffered by the Buyer by reason of such failure or delay, when such failure or delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, unusually severe weather, accidents, riots, acts of God or of the public enemy, war, acts of any governmental authority, freight embargoes, strikes, labor difficulties, shortage of labor, epidemics, quarantine restrictions, fuel power, materials or supplies, transportation delays, delays in deliveries by Seller's vendors or any other case (whether or not similar in nature to any of these herein before specified) beyond its reasonable control.

4. All sales shall be governed by the laws of the State of California, and are subject to all other applicable governmental laws and regulations, including but not limited to applicable regulations and requirements of any United States regulatory agency concerning the export of Products.

5. Any controversy or claim arising out of or relating to this invoice or Buyer's purchase of the Products shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules as then in effect in the County of Orange, State of California. Notwithstanding the previous sentence, the parties hereto may seek provisional remedies in courts of appropriate jurisdiction, and such request shall not be deemed a waiver of the right to compel arbitration of a dispute hereunder.

Payment and Shipment

LATE PAYMENT. Invoices not paid within the specified terms above will carry a service charge of 1.5% per month, and Seller shall have the right to suspend or cancel performance under any or all invoices or purchase orders.

SHIPPING/INSURANCE. While orders are usually sent within 24 hours from the time orders are received by Seller's Sales Department, delivery dates are subject to Seller's availability schedule and represent Seller's best estimate of when the Products will be shipped. Seller shall not be liable for any failure to meet such delivery dates. Unless otherwise specified, Seller will choose the mode of transportation of the Products and will select a carrier who is not an agent for Seller. All orders are F.O.B. Seller's plant in Irvine, California. All Products are shipped at Buyer's risk and upon Seller's delivery of the Products to the carrier, "delivery" to Buyer is deemed to have been made, and the carrier shall be deemed to be an agent of Buyer and all risk of loss, damage, liability and responsibility for Products shall thereafter be on the Buyer. Freight and insurance charges are the responsibility of Buyer, and Buyer will be billed for such charges on the invoice. Should Buyer wish to be covered by his own insurance, Seller requires a written statement stating that Buyer will carry the insurance or will self-insure.

TAXES. All prices are exclusive of federal, state or local sales, use, excise or similar taxes applicable to the sale or to the Products sold. Such taxes, if any, shall be itemized on the invoice and paid by the Buyer.