Terms & Conditions

PACIFIC BEARING CORP. ("Seller")

All quotations and sales are subject to the following terms and conditions and those contained on the face hereof. You are referred to as the “Buyer.” We
are the “Seller.” Any and all sales transactions between the Seller and the Buyer are expressly conditional upon the Buyer’s assent to the following terms
and conditions. In the event the following terms and conditions are different or additional to any terms proposed by the Buyer, the terms set forth herein
shall control. Accepting any delivery of goods from Seller shall operate as acceptance by Buyer of all the terms contained herein.

1. Prices. Prices on the specified products are exclusive of, and do not include any city, state, and federal excise taxes, including without limitation,
   taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes, duties, fees or other charges imposed by governmental
   entities. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer. If exemption from tax is
   claimed, proof must be furnished prior to delivery, otherwise taxes will be added as necessary. Written quotations automatically expire thirty
   (30) calendar days from the date issued and are subject to termination by notice within that period.
2. Minimum Order. Buyer will be charged a minimum of one hundred dollars ($100.00) for all orders placed, regardless of the actual cost of the
   product ordered. Freight or expedited fees shall not count toward fulfilling Buyer’s minimum order.
3. Terms of payment. All payments shall be due thirty (30) days after the date of Seller’s invoice. All payments made after thirty (30) days from
   the date of the invoice shall be subject to a service charge of 1.5% per month based on the then outstanding balance. In addition, Buyer’s failure
   to make any payment when due shall justify suspension of performance by the Seller until Buyer’s account is made current.
   On any special order, the terms of sale are 1/3 deposit due with Purchase Order, 1/3 with sign off prior to shipment, remaining 1/3 net thirty (30)
   days subject to approved credit.
4. Cancellations. Cancellations or order reductions are subject to consent of Seller. Requests for cancellations must be in writing and delivered to
   Seller's Roscoe office. Cancellations approved by Seller are subject to payment of cancellation charges by Buyer in an amount to be determined
   by Seller.
5. Security Interest. As security for payment of all amounts due Seller by Buyer, Buyer hereby grants to Seller a purchase money security interest in
   the products sold to Buyer (and proceeds there from) until the purchase price is paid in full. Buyer agrees to execute upon request, documents in
   favor of Seller necessary to protect and perfect Seller's security interest hereunder, including, but not limited to, a UCC financing statement.
6. Delivery; Risk of Loss. All prices are F.O.B. Seller’s warehouse, Roscoe, Illinois. Unless otherwise agreed to in writing, risk of loss shall pass
   to Buyer upon tender of the goods at Seller’s warehouse in Roscoe, Illinois.
7. Delays. Seller will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any
   damages suffered by Buyer by reason of such delay, if such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods,
   accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power,
   materials, or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified)
   beyond Seller's control.
8. Conditions. All orders or contracts are accepted with the understanding that they are subject to Seller's ability to obtain the necessary raw
   materials, and all orders or contracts as well as shipments applicable thereto are subject to Seller's current supply schedules, and government
   regulations, orders, directives, and restrictions that may be in effect from time to time.
9. Nonconformity. All goods are to be inspected by Buyer upon delivery, and should any of such materials breach the warranty provided herein,
   Buyer shall not return the good, but shall notify Seller in writing within ten (10) business days of delivery, stating full particulars in support of his
   claim. If Buyer’s claim is accepted, Buyer shall ship the faulty goods at its expense to Seller and Seller will at its option either repair or replace
   such goods or adjust the matter fairly and promptly. Any delivery not in dispute shall be paid for regardless of other controversies relating to
   other delivered or non-delivered merchandise.
   IN NO EVENT SHALL SELLER BE LIABLE FOR LOSS OF PROFIT OR OTHER ECONOMIC LOSS, INDIRECT, SPECIAL,
   CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR ANY
   OBLIGATIONS UNDER THIS AGREEMENT OR THE FAILURE OF THE GOODS TO PERFORM IN ANY PARTICULAR MANNER.
   UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR DAMAGES IN EXCESS OF THE AMOUNT BUYER
   HAS PAID PURSUANT TO THIS AGREEMENT.
10. Warranties. Seller warrants that goods supplied hereunder shall conform to the description herein stated and shall be free from defects in material
    or workmanship for a period of one (1) year from delivery.
    SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE
    WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
11. Special Orders. If any goods shall be manufactured and/or sold by Seller to meet Buyer's particular specifications or requirements, Buyer shall
    defend, protect, and save harmless and indemnify Seller against all suits at law or in equity and from all damages, claims and demands for actual
    or alleged infringement of any third party rights and shall defend any suit or actions which may be brought against Seller or any alleged
    infringement because of the manufacture and/or sale of the material covered thereby.
12. Law and Procedure. This sales order and any agreement between the parties shall be interpreted according to the laws of the State of Illinois.
    Jurisdiction and venue shall be placed in Winnebago County, Illinois. Buyer waives any right it might have to a trial by jury.
13. Default. In the event of a default under the terms of this agreement or a dispute arising out of the terms of this agreement, in addition to an award
    of damages, Seller shall be entitled to recover: (1) all expenses of litigation, including without limitation all filing fees, and court costs, and (2) all
    reasonable attorneys’ fees and costs of enforcement of the Seller’s rights under this agreement, regardless of whether they are incurred before the
    commencement of litigation.
14. Acceptance. If this quotation is accepted and Buyer's order form is used, it is expressly understood and agreed that the terms and conditions
    herein set forth shall prevail insofar as the same may conflict with the terms and conditions in the Buyer's order form, and the issuance of such
    order form shall be deemed Buyer's assent to the foregoing.
15. Entire Agreement. This Agreement is intended by the parties as a final expression of the terms. No representations, understandings or
    agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can
    only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret,
    limit or otherwise impair the operation of this agreement.

December 1, 2003