1. Each quote, invoice or confirmation by XTEN INDUSTRIES LLC ("XTEN") for its manufacture of plastic and/or assembled products (collectively, "Products"), its manufacture or retooling of molds, dies or tools (collectively, "Molds"), or its other, contracted services (collectively, “Services”) directed to the person or entity thereon ("Buyer"), is subject to the following terms and conditions.

2. A quote is valid for 30 days from XTEN's date of issue, is not a firm offer and may be changed or revoked by XTEN at any time prior to its receipt of written acceptance by Buyer.  Acceptance of the quote by Buyer is expressly limited to the exact terms contained therein.  Any attempt to alter or omit any of such terms is a rejection of such quote and a counteroffer by Buyer.  Any counteroffer is subject to XTEN's acceptance in writing by an authorized officer at its principal offices.  Buyer's purchase order for Products, Molds or Services is subject to issuance of a written confirmation by XTEN.

3. Buyer shall pay XTEN for all Products and Services in cash, net 30 days from the date of invoice.  Tooling orders for Molds require a deposit equal to 50% of the net invoice price to accompany Buyer's purchase order.  The remaining 50% is due and payable upon sample approval by Buyer.  If Buyer orders a revision to a Mold, then Buyer shall pay for the original Mold as though the work was completed on that Mold and sample approved, XTEN will quote a price for such revision and Buyer shall make payment in full for such revision upon receipt of the revised design. 

4. All shipments by XTEN shall be FOB XTEN's dock, except to the extent otherwise specifically agreed to in writing by an authorized officer of XTEN. Buyer assumes all responsibility for risk of loss of, and damage to, all Products and Molds shipped, notwithstanding that XTEN may have selected the carrier used to perform the transportation.  XTEN reserves the right to make shipments of Products and Molds within a reasonable period of time after the original scheduled date of shipment, at which time XTEN shall invoice Buyer and Buyer shall pay for such shipment in accordance with Section 3 above.  For partial shipments, Buyer shall pay XTEN a pro rata portion of the original price quoted or confirmed for the entire order, and otherwise in accordance with Section 3 above.

5. XTEN will not be liable for any delay in or suspension of performance of any obligations, or for any related "Losses" (see Section 18), if such delay or suspension is, directly or indirectly, caused by, or in any manner arises from or relates to, any fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, strike, labor difficulty, shortage of labor, fuel, power, materials, or supplies, terrorist-related activity, transportation delay or any cause reasonably beyond XTEN's control.  If XTEN delays a shipment of Products or Molds at Buyer's specific request, XTEN may invoice Buyer for that shipment from and after the original scheduled shipment date, and Buyer shall pay for same in accordance with Section 3 above.  Any delay in shipment granted by XTEN upon Buyer's request shall not constitute a waiver of XTEN's right to refuse to delay shipments for Buyer in the future.

6. If Buyer delays, or fails or refuses to accept delivery of Products, Molds and/or Services at the price and in the manner set forth in the related quote, invoice or confirmation, then, in addition to any and all of XTEN's other rights and remedies, Buyer shall be liable for and pay XTEN for any storage, warehousing, demurrage or other charges incurred by XTEN as a result of any such delay, failure or refusal.  XTEN shall also be entitled to invoice Buyer for, and Buyer shall pay upon its receipt of such invoice, a storage charge of $500.00 per year, or any portion thereof, for each Mold of Buyer in XTEN's possession which has not been operated by XTEN for one year or more.  If any storage charge is not timely paid, XTEN may, without any notice, take all action permitted under applicable law with respect to such Mold, or may abandon or scrap same.

7. The quantity and weights specified on any order for Products or Services are deemed to be approximate and XTEN shall be deemed to be in full compliance with any quantity or weight specification if it ships Products or provides Services at a quantity or weight of not more or less than 10% of that specification, except to the extent otherwise agreed to in writing by an authorized officer of XTEN. 

8. Prices for Products, Molds and Services are exclusive of all city, state and federal exercise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes.  Any applicable taxes will be added to XTEN's invoice as a separate charge to be paid by the Buyer pursuant to Section 3. 

9. All quotes and confirmations are subject to XTEN's ability to obtain, in the ordinary course, all necessary raw materials to manufacture, and the timing of all shipments are subject to XTEN's manufacturing schedules and government regulations, orders, directives and restrictions that may be in effect from time to time.  Materials furnished by XTEN are to be within the limits and of the sizes published by XTEN from time to time, and subject to XTEN's standard tolerances for variation.  All price quotes and confirmations for the manufacture or assembly of Products using a Mold or tooling provided by Buyer are subject to adjustment at XTEN's request after XTEN has had a reasonable opportunity to evaluate the Mold in operation.  If Buyer does not agree to XTEN's adjustment, then Buyer or XTEN may terminate such order.

10. If, in the reasonable judgment of XTEN at any time, the financial condition of the Buyer does not justify XTEN's continuing production, shipment or provision of any Products, Molds or Services on the payment terms specified in a quote, invoice or confirmation, then XTEN may require full or partial payments from Buyer in advance or, at XTEN's option, XTEN may terminate any of its related, unperformed obligations.  If Buyer is or becomes insolvent, or if any proceeding is brought against Buyer voluntarily or involuntarily under the Bankruptcy Code, or Buyer makes an assignment for the benefit of its creditors, then XTEN shall be entitled to cancel any orders then outstanding and Buyer shall pay XTEN for its reasonable and proper cancellation charges, and for all Products or Molds shipped or Services produced or provided.

11. If Buyer places a Mold in the possession of XTEN for retooling or for XTEN's manufacture of Products, Buyer acknowledges that such Mold will be accepted by XTEN with the understanding that it will be held by XTEN at the sole risk of Buyer.  XTEN need not cover any such Mold by any insurance policy.  XTEN will, however, take reasonable precautions to protect Buyer's Molds in XTEN's possession from loss or destruction.  XTEN will maintain each Mold in operation for Buyer during its normal productive life, but need not do so beyond one year after completion of XTEN's latest production using such Mold.  XTEN shall not be liable for the condition or existence of any such Mold after the expiration of such one year period.  Upon demand by Buyer for possession of any Mold held by XTEN, XTEN will invoice Buyer and Buyer will pay XTEN an engineering charge equal to 30% of the cost of that Mold for any tooling furnished by XTEN on such Mold; provided, however, if in the judgment of XTEN, such tooling contains or includes proprietary ideas or devices of XTEN, XTEN reserves the right to refund to Buyer the purchase price paid by it for such Mold rather than deliver possession thereof to Buyer.

12. No Products or other goods shall be returned to XTEN without the prior written consent of XTEN.  XTEN will not have any liability for any defective Products or goods unless written notice claiming such defect is received by XTEN within 30 days after XTEN's shipment of same, and in any case, XTEN's liability shall not exceed, at the option of XTEN, either replacement Products, or a monetary credit for the purchase price paid.  In no event shall XTEN be liable to Buyer for any consequential, special, incidental, exemplary or other damage, or any other Losses arising from or related to the use of, or inability to use, any goods provided or to be provided by XTEN.

13. XTEN will not have any liability for any errors in quantity, weight or number of Products unless written notice specifying such error is received by XTEN within 15 days after shipment of Products.

14. XTEN shall not be responsible for the accuracy of any specification, quality, parameter or direction (collectively, "Specifications") provided directly or indirectly by Buyer. Buyer shall make no claim against XTEN, and XTEN shall not be liable for, any "Losses" arising from or related to any deficiency or inaccuracy in Buyer's Specifications where XTEN has adhered to Buyer's Specifications or where Buyer has failed to provide complete and current Specifications regarding any Products, Molds or Services.

15. Except as otherwise provided above, no change shall be made in any quote, invoice or confirmation unless reduced to writing and agreed to by Buyer and a duly authorized officer of XTEN.  If any accepted change in drawings, materials, or design of the Molds or Products affects XTEN's cost, or the quantity or the time required for performance by XTEN, XTEN may adjust the purchase price, and if XTEN's work has already started, Buyer shall promptly reimbursed XTEN for work already performed at the "Performed Rate", meaning, for (i) completed items, at the price quoted and accepted, or confirmed, and (ii) work in process, at the price quoted and accepted, or confirmed, less XTEN's cost to complete the same.

16. After XTEN has commenced work in furtherance of any accepted quote or confirmation, or ordered any materials or made any other commitments in furtherance of its performance, Buyer may terminate or cancel same only with the prior written agreement of XTEN and the payment by Buyer of reasonable charges to reimburse XTEN at the Performed Rate.  No termination or cancellation is effective unless specifically agreed to in writing in advance by Buyer and XTEN. 

17. XTEN MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION OR QUALITY OF ANY PRODUCT OR MOLD AND/OR SERVICES, EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY AGREED TO IN WRITING BY AN AUTHORIZED OFFICER OF XTEN.  ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.  However, XTEN does warrant the Products, Molds and/or Services when completed by XTEN will, within normal industry tolerances, meet the Specifications specified to XTEN by Buyer as of the date the quote is accepted by Buyer.

18. Buyer will keep, save, protect, defend, indemnify and hold XTEN harmless from and against any and all Losses arising from or related to any and all actions or claims of (i) infringement of patents, trademarks or copyrights of another resulting from XTEN's manufacture or sale of Products or Molds or the provision of Services consistent with Specifications provided to XTEN, (ii) personal injury or property damage brought by anyone against XTEN as a result of or incidental to Buyer's use, handling or sale of Products or Molds manufactured or delivered by XTEN, or (iii) by any customer of Buyer arising out of any quote, invoice, confirmation, specification or these Terms and Conditions.  "Losses" means any and all costs, claims, damages, liabilities or expenses, including reasonable attorneys fees.

19. There are no understandings, agreements or warranties, express or implied, relative to any quote, invoice or confirmation, that are not fully expressed therein or herein.

20. These Terms and Conditions, and each quote, invoice and confirmation, and their formation, operation and performance, shall be governed, construed and enforced in accordance with the laws of the state of Wisconsin.  Disputes regarding any of same shall be settled by arbitration in Kenosha, Wisconsin before a single arbitrator pursuant to the rules of the American Arbitration Association ("AAA") from time to time in effect.  The Federal Rules of Civil Procedure for the United States District Courts shall govern all discovery and procedural questions.  Any party may commence arbitration at any time by giving notice of the arbitration filing to the other parties to the dispute ("Notice").  The arbitrator shall be selected by the joint agreement of such parties.  If they do not agree within 20 days after the date of the Notice, the AAA shall select the arbitrator pursuant to the rules and from the lists maintained by the AAA of arbitrators who are familiar with disputes of the type described in the Notice.  Any award by the arbitrator shall be conclusive and binding upon the parties and there shall be no right of appeal therefrom.  The arbitrator shall award costs, interest and expenses consistent with the provisions of the related quote, invoice or confirmation, and these Terms and Conditions, including, without limitation, attorneys' fees and the fees and expenses of the arbitration and the arbitrator.