TERMS AND CONDITIONS OF SALE

All references in these Terms and Conditions of Sale to "products'' includes all chemicals, equipment, systems, services and other items of every kind and nature which are manufactured and/or distributed by the Seller, John Schneider & Associates, Inc.and/or Metalline Chemicals Corporation.

1. OFFER, GOVERNING PROVISIONS. This writing constitutes an offer or counteroffer by John Schneider & Associates, Inc. and/or Metalline Chemicals Corporation ("Seller") to sell the products described herein ("products") or on the face hereof in accordance with these terms and conditions. THIS WRITING IS NOT AN ACCEPTANCE OF ANY OFFER MADE BY BUYER, AND ACCEPTANCE OF THIS OFFER IS EXPRESSLY CONDITIONED UPON THE BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. Buyer will be deemed to have assented to these terms and conditions when, at Seller's option: Buyer shall have given to Seller (orally or in writing) specifications of quality and/or type of products, delivery dates, shipping instructions, instructions to bill, or the like, as to all or any part of the products described herein or on the face hereof; or the Buyer has received delivery of the whole or any part thereof; or the Buyer has otherwise assented to the terms and conditions hereof. NO ADDITIONAL TERMS OR DIFFERENT TERMS OR CONDITIONS SHALL BE BINDING UPON SELLER NOR CAN THE BUYER'S ACCEPTANCE LIMIT OR ALTER SELLER'S TERMS AND CONDITIONS UNLESS SPECIFICALLY AGREED TO IN WRITING SIGNED BY DULY AUTHORIZED PERSONNEL OF THE SELLER. SELLER HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR DIFFERENT PROVISIONS CONTAINED IN ANY PURCHASE ORDER OR OTHER COMMUNICATIONS FROM BUYER. Any document received from Buyer which contains terms and conditions conflicting with Seller's documents shall not become part of the contract; only those terms and conditions as specified in Seller's documents shall be binding, unless otherwise modified in writing and no implied terms and conditions shall be substituted for Seller's terms and conditions to resolve any conflict.

2. DELIVERY, RISK OF LOSS AND TRANSPORTATION COSTS. All products are sold F.O.B. Seller's warehouse in Milwaukee, Wisconsin unless otherwise stated on the reverse side hereof. Delivery of products to a carrier at Seller's warehouse or other loading point shall constitute delivery to the Buyer; and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by the Buyer. Method and route of shipment shall be at the discretion of Seller unless Buyer shall specify otherwise; any additional expenses of the method or route of shipment specified by Buyer shall be borne entirely by Buyer. Unless otherwise stated on the face hereof; Buyer shall bear all costs of bags, barrels, boxes, pallets, or other containers used to ship a product sold hereunder. No shipping container may be returned to Seller unless such return is accepted by Seller in writing and unless all return freight is prepaid by Buyer.

3. PARTIAL SHIPMENTS, CLAIMS AND DELAYS. Seller reserves the right to make delivery in installments, unless otherwise expressly stipulated herein. All such installments shall be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligations to accept remaining deliveries.

Except as may otherwise be expressly provided, Buyer shall be responsible to inspect the products delivered and to notify Seller in writing within TEN (10) DAYS after receipt of shipment of any complaint that relates to such products (including without limitation claims for shortages), and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer. Claims for loss or damage to products in transit shall be made to the carrier and not to the Seller.

Seller shall not be liable for any damage as a result of any delay due to any cause beyond Seller's reasonable control, including, without limitation, any act of God, act of the Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slow-down, war, riot, delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities.

4. PAYMENT. Net THIRTY (30) DAYS from date of invoice on approved credit, unless otherwise specified on invoice. If during the period of performance of an order, the financial conditions of the Buyer shall not justify the payment terms specified, or if the Buyer shall fail to make any payments in accordance with the Seller's terms, Seller shall require full or partial payments in advance before preceding with the order. Late payments accrue a late charge of 1 1/2% per month, but shall not exceed the maximum rate allowed by law. Buyer shall reimburse Seller for all costs incurred in collection (including actual reasonable attorney's fees). Buyer herewith agrees that all disputes arising out of this sale shall be interpreted under the laws of the State of Wisconsin and venued in Ozaukee County, Wisconsin. Title to the products shall remain in the Seller until the purchase price due hereunder shall have been paid in full. If the Buyer fails or refuses to pay any part of the amount when due under this contract, then title to the products shall not pass to the Buyer, and Seller can repossess itself of the products. Invoice price shall  that in effect on date of shipment.

5. TAXES AND OTHER CHARGES. All taxes (including any manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever) imposed by any governmental authority on or measured by the transaction between Seller and Buyer shall be paid by the Buyer in addition to the price quoted or invoiced. The price quoted or invoiced includes only those taxes separately stated on the face hereof. In the event the Seller is required to pay any liability for such tax, the Buyer shall indemnify Seller and hold Seller harmless from and against all liability relating to such tax. This indemnification and hold harmless shall also apply to any liability resulting from any exemption certificate or other indication of exempt status provided by Buyer not being acceptable to the authority imposing the same.

6. WARRANTIES. Seller warrants products manufactured and/or distributed by it to be free from defects in materials and workmanship for a period of THIRTY (30) DAYS from date of shipment, provided they have been installed and/or used as recommended, and have not been subjected to misuse, alteration, accident, abuse or unauthorized repair. If, within such period, any such products shall be proven to Seller's satisfaction to be defective, such products shall be either replaced or their price refunded, at Seller's option. Seller's obligation for non-performance, defective products, or any damage caused by its products or their use, and Buyer's exclusive remedy therefore, shall be limited to such replacement or refund and shall be conditioned upon Seller receiving written notice, together with a demand for such replacement or refund, within THIRTY (30) DAYS after the date of shipment of such products. Seller shall have no liability for labor or other costs incurred by Buyer in repairing, removing, installing, servicing or handling of any products, without the express written consent of Seller. This warranty gives Seller specific legal rights and Seller may have other rights which may vary from state to state. This exclusive remedy shall not be deemed to have failed its essential purpose under any circumstances so long as Seller is willing and able to replace defective products or refund the purchase price within the time period specified.

7. DISCLAIMERS OF WARRANTY AND LIABILITY. THE FOREGOING WARRANTIES PROVIDED IN SECTION 6 HEREOF ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES (EXCEPT OF TITLE) INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller does not warrant its products to be suited for any particular purpose. Any suggestions made by the Seller concerning the product, its use, its performance, its production capabilities, quality  requirements and/or suggestions with respect to design, engineering, use or the like, are to be construed as suggestions only and any and all specified intended uses should be confirmed by Buyer's independent testing. Any description of the product given to the Buyer by the Seller is for the sole purpose of identifying it, is not part of the basis of the bargain, and does not constitute a warranty that the product shall conform to that description. The use of any sample in connection with the sale is for illustrative purposes only, is not part of the basis of the bargain and is not to be construed as a warranty that the product will conform to that sample. None of the Seller's agents, employees, or representatives have any authority to bind Seller to any affirmation, representation or warranty other than those stated herein. Seller shall not be subject to any other obligations or liabilities whatsoever with respect to this agreement, products manufactured and/or distributed by it or any undertakings, acts or omissions relating thereto.

It shall be the sole responsibility of the Buyer and/or user to comply with all federal, state and local rules and regulations concerning the use of products described herein or on the face hereof and shall not be the responsibility of the Seller.

8. CANCELLATION AND RETURN. No order accepted by Seller may be cancelled or altered by Buyer except upon terms and conditions acceptable to Seller as evidenced by written consent signed by duly authorized personnel of Seller. In the event of such approved cancellation by Buyer, Seller shall be entitled to payment for all finished and in-process products, as well as any cost incurred in the preparation of Buyer's order to the date of cancellation.

Products may be returned to the Seller only with Seller's written permission, signed by duly authorized personnel of Seller, having been obtained by Buyer, in advance. Products may not be returned unless they are in marketable condition. Products manufactured to special order are not subject to return. Returned products must be securely packaged to reach Seller without damage; and any cost incurred by Seller to put products in marketable condition will be charged to Buyer.

9. PATENTS, TRADEMARKS AND COPYRIGHTS. Seller will, at its own expense, defend any suits that may be instituted by anyone against Buyer for alleged infringement of any United States patent, trademark, or copyright related to any products manufactured and/or distributed by Seller hereunder, if such alleged infringement consists of the use of such products, or parts thereof, in Buyer's business and provided Buyer shall have made all payments then due hereunder and shall give Seller immediate notice in writing of any such suit and transmit to Seller immediately upon receipt all processes and papers served upon Buyer and permit Seller through its counsel, either in the name of the Buyer or in the name of the Seller, to defend the same and give all needed information, assistance and authority to enable the Seller to do so. If such products in such suit are held in and of themselves to infringe any valid United States patent, trademark or copyright, then: (a) Seller shall pay any final award of damage in such suit attributable to such infringement: and (b) if in such suit use of such products by Buyer is permanently enjoined by reason of such infringement, Seller shall, at its own expense and at its sole option, either (i) procure for Buyer the right to continue using the products, (ii) modify the products to render them non-infringing, (iii) replace the products with non-infringing products, or (iv) refund the purchase price and transportation costs paid by Buyer for the products.

Notwithstanding the foregoing. Seller shall not be responsible for any compromise or settlement made without its written consent, or for infringements of combination or process patents covering the use of the products in combination with other products or materials not furnished by the Seller. THE FOREGOING STATES THE ENTIRE LIABILITY OF SELLER FOR INFRINGEMENT, AND IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES ATTRIBUTED TO AN INFRINGEMENT.

As to any products furnished by Seller to Buyer manufactured in accordance with drawings, designs or specifications proposed or furnished by Buyer or any claim of contributory infringement resulting from the use or resale by Buyer of products sold hereunder, Seller shall not be liable, and Buyer shall indemnify Seller and hold Seller harmless from and against any and all losses, liability, damage, claim or expenses (including but not limited to Seller's reasonable attorneys fees and other costs of defense) incurred by Seller as a result of any claim of patent, trademark, copyright or trade secret infringements or infringements of any other proprietary rights of third parties.

10. DISCLAIMER OF CONSEQUENTIAL DAMAGES AND OTHER LIABILITY; BUYER'S INDEMNITY. Seller's liability with respect to breaches of warranties shall be limited as provided in Sections 6 and 7 hereof. With respect to other breaches of this contract, Seller's liability shall in no event exceed the contract price. SELLER SHALL NOT BE SUBJECT TO AND DISCLAIMS: (a) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR OF WARRANTY; (b) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIM OR ARISING OUT OF OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKING, ACTS OR OMISSIONS RELATING THERETO; WITHOUT LIMITING THE GENERALITY 0F THE FOREGOING, SELLER SPECIFICALLY DISCLAIMS LIABILITY FOR THE TORTS OF NEGLIGENCE, MISREPRESENTATION, AND STRICT LIABILITY; (c) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER; AND (d) ALL LABOR OR OTHER COSTS INCURRED IN REPAIRING, REMOVING, INSTALLING, SERVICING OR HANDLING OF ANY PRODUCTS.

Without limiting the generality of the foregoing. Seller specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, DAMAGES FOR LOST PROFITS OR REVENUES, loss of use of products or any associated equipment, cost of capital, facilities or services, down time, cost of recalls shut down or slow down costs, or for any other types of economic loss. All of the limitations and disclaimers contained in this paragraph and in the rest of this contract shall apply to claims of Buyer's customers or any third party.

Buyer shall indemnify Seller against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys fees and other costs of defending any action) which Seller may incur as a result of any claim by Buyer or others arising out of or in connection with the products and/or services sold hereunder and based on product or service defects not proven to have been caused solely by Seller's negligence.

SELLER'S PRICES ARE BASED ON THE POLICIES STATED HEREIN WHICH LIMIT ITS LIABILITY. IF BUYER DESIRES FOR SELLER TO PROVIDE A WARRANTY GREATER THAN THAT WHICH IS STATED ABOVE, THEN THE SELLER WILL ADJUST UPWARDS THE PRICE FOR THE PRODUCTS DESCRIBED HEREIN OR ON THE FACE HEREOF TO REFLECT THE ADDITIONAL EXPENSE TO SELLER WHICH SUCH A WARRANTY OBLIGATION COULD CAUSE. BUYER ACKNOWLEDGES THAT SELLER'S PRICE IS LOWER THAN IT OTHERWISE WOULD BE BECAUSE OF SELLER'S DISCLAIMER OF TORT LIABILITY, AND SPECIFICALLY BECAUSE OF SELLER'S DISCLAIMER OF THE TORTS OF NEGLIGENCE, MISREPRESENTATION AND STRICT LIABILITY. BUYER FURTHER ACKNOWLEDGES THAT THE LOWER CONTRACT PRICE GIVEN IN EXCHANGE FOR SUCH DISCLAIMERS FORMS PART OF THE BASIS OF THIS BARGAIN.

11. FINAL AGREEMENT. This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions of their agreement. Any subsequent modification or amendment to it may be made only in writing signed by both parties hereto. This writing and these terms and conditions shall be governed by and construed according to the internal laws of the State of Wisconsin.