TERMS AND CONDITIONS

TERMS OF PAYMENT: Standard terms of payment for components, parts, control and mechanical systems are net 30 days from date of invoice or as determined by our credit department.

All payments are due and payable in accordance with the terms shown on the invoice issued. All payments shall be made to the address specified on such invoice. If all of the goods or services are not delivered or performed at one time, the purchaser shall pay the price applicable to the goods delivered or services performed. Each shipment shall be considered a separate and independent transaction. All shipments, deliveries and performance of work shall at all times be subject to the credit approval of NW Industrial Mechanics, Inc. NW Industrial Mechanics, Inc. may at any time decline to make any shipments or deliveries, or perform any work, except upon a receipt of payment or upon terms or security arrangements satisfactory to NW Industrial Mechanics, Inc. Annual finance charges of 18% will be assessed monthly at the rate of 1.5% for all invoices over thirty (30) days old from the date of invoice.

PAYMENTS: Pro rata payments shall become due as shipments are made. If the purchaser delays shipments, payments shall become due on the date when NW Industrial Mechanics, Inc. is prepared to make shipment. If the work to be performed is delayed by the purchaser, payments shall be made based on the purchase price and the percentage of completion. Equipment held for the purchaser shall be at the risk and expense of the purchaser.

If the financial condition of the purchaser at any time does not, in the judgment of NW Industrial Mechanics, Inc. justify continuance of the work to be performed by NW Industrial Mechanics, Inc. hereunder on the terms of payment agreed upon, NW Industrial Mechanics, Inc. may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement for its reasonable and proper cancellation charges. In the event of bankruptcy or insolvency of the purchaser or in the event any proceedings are brought against the purchaser, voluntary or involuntary, under the bankruptcy or any insolvency laws, NW Industrial Mechanics, Inc. shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. The rights of NW Industrial Mechanics, Inc. under this paragraph are cumulative and in addition to all rights available to NW Industrial Mechanics, Inc. at law or in equity.

ATTORNEY'S FEES: In the event of any controversy concerning any term or condition contained in this agreement and in the event a suit or action is filed as a result thereof, then the prevailing party shall be entitled to be awarded, in addition to damages which would otherwise be recovered and in addition to all court costs, reasonable attorney's fees to be set by the court or courts in which the matter is tried or heard, including any appeal thereon.

PRICES: The prices for the goods and services provided shall be NW Industrial Mechanics, Inc.'s standard prices at the time of shipment.

QUANTITY DISCOUNTS: If quantity discounts are incorporated in this agreement, they are computed separately for each type of product or equipment, and are based on the quantity of each type and each size ordered at any one time. If an order is reduced or cancelled, prices will be adjusted upward to the higher prices, if applicable, for the un-cancelled quantity.

QUOTATION AND ESCALATION: Unless otherwise specified by NW Industrial Mechanics, Inc., quoted prices shall be effective for thirty (30) days. The prices quoted are firm for acceptance within thirty (30) days of quotation assuming shipment may be made within a normal sixty (60) day period after day of acceptance by purchaser. Should purchaser require shipment to be made at a date later than would occur within this normal period or should seller be unable for any other reason beyond its control to ship within said normal period, seller reserves the right to invoice at the prices in effect at time of shipment. Seller reserves the right to correct any proven clerical or stenographic errors.

MINIMUM BILLING: Orders amounting to less than $25.00 net will be billed at $25.00 plus transportation charges.

SALES AND SIMILAR TAXES: NW Industrial Mechanics. Inc.'s prices do not include sales, use, excise, value added or similar taxes. Consequently, in addition to the price specified herein, purchaser shall pay, or reimburse NW Industrial Mechanics. Inc. for the gross amount of any present or future sales, use, excise, value added or other similar tax applicable to the price, sale or furnishing of any services or products hereunder, or to their use by purchaser, or in lieu thereof purchaser shall provide NW Industrial Mechanics. Inc. with tax exemption evidence acceptable to the taxing authorities.

SHIPMENT: Unless otherwise specified, all shipments are F.O.B. NW Industrial Mechanics, Inc.'s facility from where the products are shipped. NW Industrial Mechanics, Inc.'s liability shall cease upon delivery to the carrier at the F.O.B. point. In the absence of specific instructions, NW Industrial Mechanics, Inc. will select the carrier.

TITLE, RISK OF LOSS: Title to the products will pass to the buyer upon NW Industrial Mechanics, Inc.'s shipment of the products to the buyer in accordance with the terms hereof, after which time the buyer will bear all risk of loss or of damage to the products. Notwithstanding the foregoing, reserves the right at any time prior to delivery to the buyer to re-consign the products and/ or to change the terms of payment therefore whenever, in NW Industrial Mechanics, Inc.'s judgment, doubt arises as to the buyers financial responsibility.

DELIVERY TERMS: Shipping dates quoted and acknowledged by NW Industrial Mechanics, Inc. are approximate. NW Industrial Mechanics, Inc. will use its best efforts to fill all orders within the dates quoted, however, final shipping schedules shall be subject to any conditions that may prevent compliance with acknowledged delivery schedules. NW Industrial Mechanics, Inc. shall not be liable for any damages of whatever kind for failure to give notice of any delay and such delay shall not constitute grounds for cancellations or termination.

INSPECTION AND ACCEPTANCE: Buyer must notify NW Industrial Mechanics, Inc. in writing within thirty (30) days from date of shipment if any products are found to be unsatisfactory, and also state the specific reason(s) for rejection. If such notice of rejection is not received by NW Industrial Mechanics, Inc., goods shall be deemed to be accepted by the buyer.

Goods returned in accordance with above shall be shipped to NW Industrial Mechanics, Inc. prepaid. If NW Industrial Mechanics, Inc. determines that the rejected goods do not conform to the terms of the contract; NW Industrial Mechanics, Inc. shall repair and correct any deficiencies, or replace at our option, and return conforming goods to buyer, transportation prepaid. In the event NW Industrial Mechanics, Inc. determines that the returned goods conform to the terms of this contact, NW Industrial Mechanics, Inc. shall return the conforming goods to the buyer collect. Buyer agrees to pay to NW Industrial Mechanics, Inc. the cost and expense of inspection and handling.

Title and insurable interest in the returned goods shall remain with the buyer until such time NW Industrial Mechanics, Inc. shall determine that the goods do not conform to this contract.

WARRANTIES: NW Industrial Mechanics, Inc. warrants to purchaser that the materials furnished and work performed, with the exception of fuses, tubes and indicating lamps, will be of kind and quality and will be free of defects in workmanship and material. If any failure to conform to this foregoing warranty appears within one year after the initial date of delivery, NW Industrial Mechanics, Inc. will correct such defect by suitable repair or replacement, at its option. Any components, which are purchased by NW Industrial Mechanics, Inc. and resold without further processing by NW Industrial Mechanics, Inc. are not covered by NW Industrial Mechanics, Inc. warranty but NW Industrial Mechanics, Inc. shall pass on to the buyer whatever warranty NW Industrial Mechanics, Inc. receives from the manufacturer of such products. The remedy set for the above will be provided only to materials found to be defective by NW Industrial Mechanics, Inc. and returned to NW Industrial Mechanics, Inc., transportation charges prepaid, and are void if measures are taken to correct the defect without NW Industrial Mechanics, Inc.'s permission.

The foregoing warranty and remedy is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. No implied statutory warranty or merchantability or of fitness for particular purpose shall apply. NW Industrial Mechanics, Inc. does not warranty any product or services of others, which purchaser has designated.

SERVICE: When NW Industrial Mechanics, Inc. has agreed to provide a trained technician for start-up NW Industrial Mechanics, Inc. shall not be responsible for any delays in start-up due to customers failure to have equipment completely installed and ready for operation and provided with fuel, power, water exhaust vent and any other necessary connections. Customer agrees to pay NW Industrial Mechanics, Inc. for any added expense incurred as a result of customers failure to have equipment ready for start-up. Prices, which include starting service of multiple unit/fuel installations, are based upon this service being completely accomplished on a single service call unless agreed to in a written contract. Return trips to start equipment, which was not ready during the initial trip, shall be invoiced to the customer at current rates.

LIMITATIONS OF LIABILITY: NW Industrial Mechanics, Inc.'s liability on all claims of any kind (excluding death or bodily injury), whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from any services or materials covered by or furnished under this contract or any extension or expansion thereof (including remedial warranty efforts), shall in no case exceed the price of labor and materials furnished upon which such liability is based. Except as to title to any materials furnished, all such liability shall terminate upon the expiration of the warranty period specified in the articles entitled "warranty". In no event, whether on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall NW Industrial Mechanics, Inc., its employees and suppliers be liable for special, incidental, exemplary or consequential damages including, but not limited to, loss of profits or revenue, loss of use of the equipment, cost of capital, cost of purchase power, cost of substitute equipment, facilities or services, down time costs, or claims of customers of purchaser for such damages and purchaser will indemnify NW Industrial Mechanics, Inc., its employees and suppliers against any such claims from purchaser's customers. If purchaser is furnishing NW Industrial Mechanics, Inc.'s services or materials to a third party by contract, purchaser shall obtain from such third party a provision affording NW Industrial Mechanics, Inc. and its suppliers the protection of the preceding sentence.

In no event shall NW Industrial Mechanics, Inc. be liable for any loss or damage whatsoever arising from its failure to discover or repair latent defects or defects inherent in design of the equipment, or caused by units or parts returned to use at the request of the purchaser against the advice of NW Industrial Mechanics, Inc. If NW Industrial Mechanics, Inc. furnished purchaser with advice or assistance concerning any products, assistance or equipment which is not required pursuant to this contract, the furnishing of such advice or assistance will not subject NW Industrial Mechanics, Inc. to any liability whether in contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.

The invalidity, in whole or part, or any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraph of this article.

BACK CHARGES: Back charges will not be accepted without prior written approval.

CANCELLATION: Any order or contract may be canceled by the purchaser only upon payment of reasonable charges based on the following table:

Where order is in process, but not released for manufacture - minimum of 10% of purchase price.

Where order is in process with production space reserved and materials being readied for assembly.

Minimum 30% Engineering complete............................ Minimum
50% Purchasing complete............................................ Minimum
75% Materials received in house................................... Minimum
100% Production started.............................................. Minimum

RETURNING PRODUCT:

In no case are materials to be returned without first obtaining the companies written permission.

Any material returned and not authorized will remain the property of the sender and we cannot be held responsible for its loss by fire, theft or damage.

Only unused material as currently manufactured, which has been invoiced to buyer within one year, will be considered for return.

We reserve the right to refuse any material returned for credit if our factory conditions warrant such refusal.

Material accepted for credit is subject to the following restocking charges plus transportation charges:

STOCK ITEMS.................................................... MINIMUM 25%
NON-STOCK ITEMS............................................ MINIMUM 30%

Material built to order is not subject to return for credit under any circumstances.

Material must be securely packaged to reach us without damage. Any cost incurred by us to put product in first class condition will be charged to the buyer.

ERRORS: All stenographic and clerical errors are subject to correction.

COMPLETE AGREEMENT: This contract contains the complete agreement between the parties and no modification, amendment, rescission, waiver or other change will be binding on unless assented to in writing by NW Industrial Mechanics, Inc.'s authorized representative. Any oral or written representation, warranty, course of dealing or trade usage not contained or referenced herein will not be binding on NW Industrial Mechanics, Inc.