THERMAL PIPE SYSTEMS, INC. TERMS AND CONDITIONS 1. The term “Seller” shall mean Thermal Pipe Systems, Inc. and “Buyer” shall mean the party listed on the reverse side hereof to whom this confirmation of a sale has been made. 2. Payment Terms. Standard payment terms are net cash 30 days with acceptable credit. All orders subject to final approval by Seller, which may require full or partial pre-payment before acceptance of order. A service charge of 1 1/2% per month will be added to the unpaid balance of all past due accounts, subject to a minimum charge of $2.00 per month. All invoices will be dated the date of shipment, and all prices are F.O.B. Seller’s Shipping point. 3. Charges and Claims. All transportation charges to Buyer’s jobsite shall be prepaid by Seller for the account of Buyer and shall be included in Seller’s invoice and repaid by Buyer, unless otherwise noted on the reverse side hereof. The method and route of shipment are at Seller’s discretion, unless Buyer shall have given written instructions. All claims against the carrier for shortages, delays or damage to goods are for the account of the Buyer, and it is Buyer’s sole responsibility to pursue such claims. 4. Taxes. Any tax imposed by federal, state or other governmental authority on the production, sale of shipment of the items referred to in this confirmation shall be paid by Buyer in addition to the quoted purchase price. 5. Warranties. Seller warrants that its products are manufactured in accordance with applicable material specifications and are free from defects in workmanship and materials using the manufacturer’s specifications as a standard. Every claim under this warranty shall be deemed waived unless in writing and received by Seller within 30 days of the date the defect was discovered or should have been discovered, but in no event later than 1 year from the date of shipment of the product. SELLER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE. 6. Limitation of Liability. The limit of Seller’s liability shall be the resupply of a like quantity of non-defective product, and Seller shall have no such liability except where damage or claim results solely from a breach of warranty. SELLER SHALL NOT BE LIABEL FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMGES, OR FOR ANY CAUSE OF ACTION WHATSOEVER, INCLUDING NEGLIGENCE, BREACH OF WARRANTY OR STRICT LIABILITY, OTHER THAN THE LIMITED LIABILITY SET FORTH ABOVE. 7. Risk of Loss. All risk of loss as to the products being sold hereunder passes to Buyer upon delivery of the same to the carrier at the Seller’s shipping point, subject to the rights of the Seller to stop delivery of goods in transit under the Uniform Commercial Code. 8. Credit. This agreement is contingent on the continued good credit of Buyer. If during the term of this agreement the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, cash payments of satisfactory security may be demanded of Buyer by Seller and upon default of such payments or failure to furnish such security, deliveries hereunder may be discontinued at the option of Seller. 9. Cancellation of Order. Buyer will be charged 50% of the selling price of cancellation of any items which the Seller normally stocks provided cancellation notice is received in writing at the business office of the Seller prior to shipment. Upon cancellation any special items not normally stocked by Seller, Buyer will be charged the costs incurred by the Seller, determined solely by the Seller. Such costs shall not exceed the selling price. 10. Returned Goods. All goods herein sold are nonreturnable, except upon express written approval of Seller. Any unauthorized returns will be scrapped with no credit to Buyer’s account. 11. Field Representatives. The services of Seller’s field representatives to its customers are subject to the condition that Seller shall not in any manner be deemed to have approved of or to have assumed responsibility for the engineering design of any job, or for the supervision, inspection or quality of the workmanship of products or other materials recommended by such field representatives (other than those here warranted.) 12. Controlling Provisions. These terms and conditions shall supersede any provisions, terms and conditions contained in any purchase order, confirmation or writing Buyer had given or may give, and Seller’s rights shall be governed exclusively by the provisions hereof. This confirmation constitutes the entire contract between Buyer and Seller and may be modified only in writing by Seller. 13. Retainage. Retainage of a portion of the selling price, by the Buyer, until the completion of the project is unacceptable. Payment terms as stated above in item #2 will prevail.