Terms and Conditions of Sale

Seller hereby certifies that all goods produced by Seller are produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and the regulations and orders of the United States Department of Labor issues under Section 14 thereof.

AGREEMENT: These Terms and Conditions are intended by the parties as the final expression of their Agreement and are the complete and exclusive statement of the Terms and Conditions of that Agreement. If the purchase order or any other form states terms and conditions that are additional to or different from those set forth herein, this writing shall be deemed notification of objection to such additional or different terms or conditions. Accordingly, this Agreement is expressly conditioned on the acceptance and assent to the conditions hereof. Acceptance of the conditions contained herein shall be considered to have occurred, unless written notice of objection is received by Seller, within ten (10) calendar days of the date specified on this writing. No modification or rescission hereof shall be effective unless made in writing and signed by both parties, nor shall this Agreement be waived, modified, rescinded, or altered by any subsequent course of dealing or performance between the parties.

PRICES AND DELIVERY: Unless otherwise stated, prices are subject to change without notice. No cash discounts or other discounts for prompt payment are offered unless specifically stated on the invoice. Delivery of the products shall be F.O.B. point of shipment and, unless otherwise stated, no freight or transportation charges will be allowed, and Buyer will pay or reimburse Seller for all freight. Seller shall not be responsible for storage, transportation, or similar charges incurred at destination. Title and all risks of loss and damages shall pass to Buyer upon delivery of the products to the carrier.

TAXES AND OTHER CHARGES: To the extent legally permissible, all present and future excise levies or taxes or any similar charges imposed by any federal, state, foreign, or local authority that Seller may be required to pay or collect, upon or with reference to the sale purchase, transportation, delivery, storage, use, or consumption of products or services, including taxes upon or measured by the receipts therefrom (except net income and franchise taxes), shall be for the account of Buyer.

TOOLING SURCHARGE: On made-to-order items that require new tooling, a one-time tooling surcharge may be added to the order. Tooling surcharges do not constitute purchase of the tooling. The tooling surcharge provides the Buyer with the exclusive right to purchase products made with the complete set of tooling in question. The tooling remains the property of Seller, and Seller will maintain and repair such tooling at no charge to Buyer.

MINIMUM NET ORDER VALUE: $100.00 per order for stock standard items. $500.00 per order for made-to-order items and non-stock standard items.

QUOTATIONS: Special items manufactured to other than catalog specifications are subject to quotation. All quotations are valid for thirty (30) days from the date of the quotation unless otherwise specified.

MADE-TO-ORDER ITEMS / NON-STOCK STANDARD ITEMS / OVER- OR UNDER-SHIPMENT: Unless otherwise agreed upon, all made-to-order items and non-stock standard items will be subject to a 10% over or under shipment. Orders for made-to-order items requiring exact quantities will be processed with a 15% price premium. In all cases, Buyer will be invoiced for all made-to-order items and/or non-stock standard items manufactured per the Buyer's order. For all products, over or under-shipments will not change the unit price. If Buyer cancels an order for made-to-order items and/or non-stock standard items, Buyer will be invoiced for the amount of material and labor expended by Seller up to the time of cancellation. Buyer's claim for shortages, including proof of delivery requests, shall be made in writing no more than thirty (30) days after receipt of the products or date of invoice, whichever event occurs first.

BLANKET ORDERS: Blanket orders are defined as orders for products to be delivered in specific amounts in regular intervals over a predetermined period of time. All blanket orders must conform to the following requirements: (1) only stock standard, non-stock standard, and made-to-order items are eligible for blanket order consideration; (2) blanket orders must have specified release dates and quantities; (3) items with a total value of less than $500.00 at net order price must be shipped in one consignment; (4) items with a total value of $500.00 or more but less than $1,500.00 must be shipped within six (6) months from the date of the initial shipment and each release must total $250.00 or more per item, otherwise these items will be priced at the quantity scheduled for release and not the total quantity ordered; (5) items with a total value of $1,500.00 or more must be shipped within twelve (12) months from the date of the initial shipment and each release must total $300.00 or more per item, otherwise these items will be priced at the quantity scheduled for release and not the total quantity ordered. Pricing will based upon the total quantity scheduled for release within a twelve (12) month period. The price will be subject to review after a minimum of six (6) months from the purchase date; (6) the first scheduled release of stock standard products must be within thirty (30) days of the order date. The first scheduled release of non-stock standard or made-to-order products must be within sixty (60) days of the order date; (7) no blanket order will be held for more than twelve (12) months from the date of entry. The balance of material not released at the end of twelve (12) months will be shipped and billed complete; (8) if a blanket order for a stock standard product is cancelled, a corrected billing will be issued to cover the quantity differential. Blanket orders for non-stock standard and made-to-order products are non-cancellable; (9) blanket orders may include any number of items, but all items must be for release to one destination; (10) ANC reserves the right to manufacture the "total quantity" of non-stock standard or made-to-order items ordered. In the event of a twelve (12) month blanket order, ANC will manufacture not less than one-half (½) the total quantity ordered at one time.

EXPORT RESTRICTIONS: Buyer acknowledges that the products received from Seller are subject to the U.S. Export Administration Regulations, as amended, and other applicable laws and related regulations (collectively "Regulations"). Buyer hereby gives assurance, with respect to the products and any U.S. origin technical data, that Buyer shall comply with the Regulations.

PAYMENT: Invoices are due and payable in full without right of setoff within thirty (30) days of the date of invoice. Invoices for products or services delivered under this order are payable only in U.S. dollars, unless specifically stated differently on the face of the invoice. Credit and delivery of products shall be subject to the approval of the Seller to whom all bills are payable and who reserves the right to alter the terms and set a limit of credit. Each shipment shall be treated as a separate and independent contract, but if the Buyer shall fail to fulfill the terms of payment under this or any other contract, the Seller at its option may defer further shipments until payment has been made.

DELAY IN DELIVERY AND FORCE MAJEURE: Delivery dates are approximate and estimated, and are based on prompt receipt of all necessary information from the Buyer. Seller may make partial payments of any one or more items covered by the quotation or acknowledgment, and may ship from any location it may select. Seller shall not be liable for any loss, damage, detention, delay, or failure to deliver resulting from causes beyond its reasonable control, including (without limiting the generality of the foregoing) fire, explosion, flood, strike, or other difference with workmen, accidents to Seller's facility, acts of sabotage, shortage of facility, material, or labor, delay in transportation, delay of supply of product to Seller, breakdown or accident, riot, insurrection, civil or military authority, governmental controls, restrictions or regulations, whether legal or de facto, including but not limited to failure to obtain export or import licenses, a force majeure event occurring in respect to one of Seller's suppliers, and any other cause beyond Seller's control.

BANKRUPTCY AND INSOLVENCY: Seller may cancel any portion of an order for goods which remains unfilled after the beginning of any bankruptcy or insolvency proceeding by or against Buyer or after appointment of an assignee for the benefit of the Buyer's creditors, or of a receiver.

RETURNS: Only products that were shipped to Buyer and have an original, corresponding sales order number and paid invoice may be returned for credit. Products may be returned F.O.B. Seller's facilities only after approval by Seller and upon receipt by Buyer of shipping instructions and a "returned goods authorization" number from Seller. Non-stock standard or made-to-order items are not eligible for return. Discontinued or obsolete products, as determined by Seller, are not eligible for return. All returns are subject to a 15% restocking fee, except those made for quality reasons. All returned products must be in saleable condition, as determined by Seller. The parties expressly waive the Statutes of Limitations and agree that any claim by Buyer with reference to the products or services sold hereunder for any cause, shall be deemed waived by the Buyer unless filed within one (1) year from accrual of the cause of action therefore.

PATENTS, COPYRIGHTS, AND TRADEMARKS: No license or other rights under any patents, copyrights, or trademarks owned or controlled by Seller or under which Seller is licensed are granted to Buyer or implied by the sale of products or services hereunder. Buyer shall not identify as genuine products of Seller products purchased hereunder that Buyer has treated, modified, or altered in any way, nor shall Buyer use Seller's trademarks to identify such products provided, however, that Buyer may identify such products as utilizing, containing, or having been manufactured from genuine products of Seller as treated, modified, or altered by Buyer or Buyer's representative. If products or services sold hereunder are manufactured or performed according to Buyer's specifications, Buyer shall indemnify Seller against any liability for patent, copyright, or trademark infringement on account of such manufacture or performance.

PROHIBITION OF ASSIGNMENT: No rights arising under this agreement may be assigned by the Buyer, unless expressly agreed to in writing by the Seller.

LEGAL COMPLIANCE: Buyer agrees, at its own expense, promptly to take such steps and execute such documents as may be required to satisfy any law or requirements in Buyer's country to render this Agreement valid.

WAIVER: Waiver by Seller or Buyer of any breach of these provisions shall not be construed as a waiver of any other breach.

SEVERABILITY: The invalidity or unenforceability of any provision or term hereof shall not affect in any way the remainder of the provisions or terms of this agreement.

DISPUTE RESOLUTION: This Agreement shall be governed by the laws of the State of Texas excluding the application of its conflicts of laws provisions and excluding the United Nations Convention on the International Sale of Goods.

PRODUCT WARRANTY AND LIMITATION OF LIABILITY: Seller warrants that all goods will be of good quality and workmanship and free from defects. Seller warrants that all materials used in the production of the goods are the best of the materials specified and will conform to the description, quality, and specifications furnished or specified by the Buyer, or if not furnished or specified, to standard commercial specifications; and that no materials or goods are banned, misbranded, or mislabeled under and all goods are produced in conformity with all applicable federal, state, and local statutes, rules, and regulations. This warranty shall not apply to products that have been subjected to misuse, abuse, neglect, or improper storage, handling, or maintenance. This warranty of quality shall terminate thirty (30) days after delivery of the products, or provision of the services, to Buyer.

THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OR STATUTORY. THIS IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF PERFORMANCE, OR COURSE OF DEALING. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OF ANY KIND, OR EXEMPLARY LOSSES, DAMAGES, OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING, OR USE OF THE PRODUCTS OR SERVICES OR FROM ANY OTHER CAUSE RELATING THERETO. SELLER'S LIABILITY HEREUNDER WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE IS LIMITED TO, AT SELLER'S OPTION, THE CORRECTION OF DEFECTIVE SERVICES OR REFUNDING OR CREDITING BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE THEREOF, THE REPLACEMENT OR REPAIR OF DEFECTIVE PRODUCTS OR THE REPAYMENT OF, OR CREDITING BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE UPON RETURN OF THE PRODUCTS.