KENT® Systems, LLC Standard Terms and Conditions

Other Terms Unacceptable and Hereby Rejected These Terms and Conditions apply to KENT® products. Any attempt to reject these terms is ineffective and will result in the cancellation of Customer's Agreement with KENT®.

Prices, Invoicing and Payment. All prices are quoted by KENT® and shall be paid by Customer in US Dollars. Prices include handling, labeling, packing and packaging. Prices do not include: shipping, and insurance charges; tariffs; or any federal, state local, use, excise VAT or other similar taxes, and those charges and taxes shall be added to each invoice.

Payment of each invoice for products is due within fifteen (15) days following receipt. Any past due amount shall accrue interest at a rate which the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall reimburse KENT® for reasonable attorney's fees and any other costs incurred by KENT® to collect any amounts due.

Limited Warranty. KENT® warrants that each product shall perform substantially in accordance with its published specifications and shall be free from defects in workmanship and materials for a period of ninety (90) days following the shipment date (the "Product Warranty Period"). KENT®, at its option, shall replace or refund the purchase price of any product that is defective or fails to perform according to its specifications during the Product Warranty Period.

THE FOREGOING LIMITED WARRANTY SHALL NOT APPLY TO CONFORMING PRODUCTS OR NORMAL WEAR OR TEAR OR TO ANY PRODUCT DEFECT RESULTING FROM (i) TAMPERING OR ALTERATION OF THE PRODUCT BY ANYONE OTHER THAN KENT®; (ii) LIGHTNING, FIRE OR OTHER ACTS OF GOD; (iii) STORAGE, INSTALLATION OR USE OF THE PRODUCT IN A MANNER THAT FAILS TO COMPLY WITH THE APPLICABLE SPECIFICATIONS; OR (v) COMPLIANCE BY KENT® WITH THE CUSTOMER'S SPECIFICATIONS. KENT® DOES NOT WARRANT THAT CUSTOMER'S USE OF ANY PRODUCT OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. KENT®'s WARRANTY OBLIGATIONS ARE EXPRESSLY LIMITED TO THE REPLACEMENT OR REFUNDING OF THE PURCHASE PRICE OF A PRODUCT AS DESCRIBED ABOVE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THESE TERMS AND CONDITIONS, KENT® MAKES NO AND DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THESE DISCLAIMERS AND LIMITATIONS SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Intellectual Property Rights. KENT® owns solely and exclusively all know how, inventions (including patents) designs, techniques, drawings, trade secrets, copyrights, trademarks and other intellectual property rights embodied in or relating to the products. Customer shall not manufacture, copy, or reverse engineer any patented products without a patent license from KENT®. In the event Customer engages KENT® to design, develop or manufacture a custom product ("Custom Product"), Customer shall indemnify, defend and hold KENT® harmless from and against any and all claims, liabilities, fines, costs and expenses (including, without limitation, attorneys' fees and costs of litigation) of any kind or character arising out of the design, development, manufacture, sale or use of that Custom Product.

Limitation of Liability. EXCEPT FOR LIABILITY FOR PERSONAL INJURY OR DAMAGE TO PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, FOR ANY AMOUNT IN EXCESS OF THE TOTAL AMOUNT OF COMPENSATION PAID OR PAYABLE BY CUSTOMER TO KENT® IN CONNECTION WITH THE TRANSACTION UNDER WHICH THE LIABILITY ARISES. IN NO EVENT, HOWEVER, SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR LOSS OF REVENUE OR PROFITS, EVEN IF THE POSSIBILITY OF DAMAGES OR LOSS HAD BEEN DISCLOSED OR REASONABLY COULD HAVE BEEN FORESEEN. THESE LIMITATIONS SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

CUSTOMER ACKNOWLEDGEMENT CUSTOMER ACKNOWLEDGES THAT THERE ARE NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER EXPRESS OR IMLIED, IN LAW OR IN FACT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION MADE BY KENT®, EXCEPT FOR THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. CUSTOMER FURTHER ACKNOWLEDGES THAT THE LIMITATIONS CONTAINED IN THIS AGREEMENT PERMIT KENT® TO PROVIDE PRODUCTS AT LOWER PRICES THAN IT OTHERWISE COULD, AND THAT SUCH LIMITATIONS ON LIABILITY ARE REASONABLE:

Indemnification KENT® agrees to and shall protect, defend, indemnify and hold harmless Customer from any and all claims, actions, costs, expenses and damages, including attorney's fees and expenses arising out of: (i) KENT®'s actual or alleged patent, trademark or copyright infringement in the design, composition, use, sale, advertising or packaging of the Products; or (ii) KENT® breach of the representations or warranties set forth in the Standard Terms and Conditions. Customer shall promptly notify KENT® of the commencement of any such action or suit, or threats thereof, and KENT® shall be afforded the opportunity to retain reputable counsel and to determine the manner in which such action or suit shall be handled or otherwise disposed of.

Customer shall indemnify and hold KENT® harmless from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including, without limitation, attorney's fees, imposed upon, incurred by or asserted against KENT® that result from: (i) acts of negligence or misrepresentations by Customer, its employees or agents; (ii) Customer's breach of any provision of its agreement with KENT®; (iii) Customer's failure to meet its obligations or to perform any acts required under its agreements with any third party; or (iv) the relationship between Customer and any of its employees, agents, and servants, whether under industrial accident laws, worker's compensation laws or any other laws applicable to employers and employees.

The provisions of this Section shall survive the termination of this Agreement.

Cancellation KENT® may cancel this Agreement if Customer fails to pay for the products in accordance with this Agreement, makes a misrepresentation to KENT® or KENT®'s agents or otherwise breaches Customer's obligations under this Agreement. If KENT® cancels this Agreement, KENT® will send Customer notice of cancellation, including the reason for cancellation and the effective date of cancellation.

KENT® may, at its discretion, terminate this Agreement on thirty (30) days notice to Customer.

Force Majeure. Neither party shall be liable for a failure to perform its obligations (other than payment obligations) during any period in which that performance is delayed or prevented by any fire, flood, war, embargo, strike, riot, or intervention of any governmental authority, or any other similar circumstances beyond the reasonable control of that party; provided, however, that the party suffering the delay immediately notifies the other party in writing of the reasons for and anticipated duration of the delay.

Assignability Customer without the prior, written consent of KENT® may not assign this Agreement. KENT® may assign this Agreement upon written notice to Customer. KENT® may supply products hereunder by use of independent contractors or distributors.

Merger / Amendments / Waivers This Agreement contains the sole and entire agreement between KENT® and Customer with regard to transactions hereunder and supersedes all prior written or oral understandings as to this subject matter. No modification or amendment of this Agreement shall be valid unless in writing and properly executed by KENT® and Customer. Any waiver by KENT® of any of the terms hereof must be in writing. No waiver by KENT® of any defaults or breaches by Customer shall waive any future default or breach, whether alike or different in character.

Headings Section and paragraph headings are for convenience only and do not modify or amend the express provisions of this Agreement.

Confidentiality Each party will treat confidentially all proprietary and confidential information of the business operations of the other party acquired by reason of or in connection with the supplying of products hereunder.

Excused Performance Neither party shall be deemed to be in breach of any provision hereof or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbances, war, strikes, fires, floods, other catastrophes, or other cause beyond its reasonable control.

Miscellaneous Provisions No action arising out of any claimed breach of this Agreement or arising out of transactions thereunder, may be brought by either party more than two (2) years after the product that is the subject of the action has been purchased. If not further limited by this Section, KENT®'s liability for claims, losses, damages or injury arising out of any breach of his Agreement or product sold by KENT® shall not exceed a refund of the amount paid by customer to KENT® for the product supplied hereunder. Customer's right to damages in such amount shall be in lieu of all other remedies which customer may have against KENT®, its parent company, affiliates, directors, officers, shareholders, employees and agents.

General. (a) Nothing in these terms and conditions shall be deemed or construed to create for any purpose an employer/employee, joint venture, partnership, or agency relationship between KENT® and Customer. (b) These terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Colorado. In the event of any dispute arising out of or relating to this Agreement, or the product that is the subject hereof, including any claim of misrepresentation or breach thereof, but excluding any claims involving intellectual property rights, KENT® and customer agree to submit such dispute for resolution by binding arbitration in accordance with the rules of the American Arbitration Association. Such arbitration shall be undertaken in Denver, Colorado. The arbitrator's decision shall be in writing and shall contain the findings of fact and conclusions of law. Such decision shall be final and binding and may be enforced in any court of competent jurisdiction. Each party to this Agreement shall pay its own costs related to the arbitration, and each shall pay half the fees and expenses of the arbitrator(s) and any fees charged in relation to the arbitration. (c) These terms and conditions apply to all products supplied by KENT®, its affiliates, its agents or contractors regardless of location. All other terms, whether provided prior to or after these terms have been provided, are hereby rejected as unacceptable unless otherwise expressly agreed upon in writing. Specifically, these terms and conditions shall prevail over the preprinted terms of any purchase order, work order or other similar document issued by Customer, and those preprinted terms shall be of no force or effect whatsoever. In addition, the terms set forth elsewhere in any written KENT® Proposal into which these terms and conditions are incorporated shall prevail to the extent of any conflict with these terms and conditions.

Should you have any questions regarding our Terms and Conditions, please contact us at 970.592.3185.