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Terms and Conditions of Sales

Unless otherwise specifically agreed to in writing and signed by an authorized employee of DG-EZ the following terms and conditions of sale shall apply resulting from DG-EZ's acceptance of Buyer's order. Any different or additional terms and conditions proposed by Buyer in its purchase order, or otherwise are objected to by DG-EZ. Buyer's assent to the terms and conditions of sale set forth herein shall be conclusively presumed from Buyer's failure to reasonably object thereto in writing and from Buyer's acceptance of all or part of the products ordered. DG-EZ terms and conditions of sale represent the entire sales agreement of the parties and all proposals, negotiations, representations or agreements made or entered into prior to or contemporaneously with this sales agreement, whether verbal or written are excluded.

1.PRICES. All quotations are made for immediate acceptance and are subject to change without notice. Prices are F.O.B. DG-EZ's point of shipment unless otherwise specified and are subject to change without notice. Prices are stated in United States Dollars, are exclusive of sales use excise or similar taxes and are subject to any price adjustment necessitated by DG-EZ compliance with any act of government. Any tax or other governmental charge upon the production, sale, shipment or use of the product which DG-EZ is required to pay or collect from Buyer shall be paid by Buyer to DG-EZ unless Buyer furnishes DG-EZ with a tax exemption certificate acceptable to the appropriate taxing authority. Such changes as may occur in tariffs, freight rates or transportation charges used in determining delivered prices after sale and on prior to dates of shipment will be for the account of Buyer.

2.PAYMENT. Unless DG-EZ's Director of Credit and Collections has extended credit terms to Buyer in writing, or unless other terms are included in delivery documents for the products payment terms are net 30 days in United States currency. DG-EZ reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees, security, or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment DG-EZ may defer further shipment to Buyer or, at its option cancel the unshipped portion of Buyer's order. Buyer agrees to pay interest on all past due invoices at the highest contractual rate allowable under the laws of the State of Texas.

3.TERMS OF SHIPMENT, ACCEPTANCE. DG-EZ will ship in accordance with instructions supplied by Buyer, but if Buyer fails to furnish such instructions, DG-EZ will select what is, in its opinion, the most satisfactory routing for shipment. If Buyer is to pick up products and has not done so within seven (7) days after notification that they are ready for shipment, DG-EZ may ship the products commercial carrier. Title to and risk of loss for the products passes to Buyer upon delivery to carrier. Any prepayment by DG-EZ of freight charges shall be as stated in the delivery documents of the products. By accepting products from the carrier, Buyer agrees that they are free of defects, which a reasonably careful inspection would disclose. End items and/or spare parts shall be packed and packaged in accordance with best commercial practice for one-way shipment by air and/or surface transportation.

4.DATE OF SHIPMENT. Shipping dates are given at the best of DG-EZ's knowledge based upon conditions existing at the time the order is placed and information furnished by Buyer, DG-EZ will, in good faith, endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage arising therefrom.

5.CANCELLATION OF ORDER BY BUYER: RETURN OF PRODUCTS FOR CREDIT. Buyer's order may not be modified or rescinded except in writing signed by DG-EZ and Buyer. If all or part of Buyer's order is terminated by such modification or rescission, Buyer, in the absence of a contrary written agreement between DG-EZ and Buyers, shall pay termination charges based upon cost determined by accepted accounting principles plus a reasonable profit. In any circumstance, DG-EZ's written consent must be given in advance of Buyer's return of products for credit.

6.FORCE MAJEURE. DG-EZ shall not be liable for any failure to perform its obligations under this sales agreement resulting directly or indirectly from or contributed to by any acts of God, acts of Buyer, acts of civil or military authority, priorities, fire, strikes or other labor disputes, accidents, Floods, epidemics, war, riot, delays in transportation, lack of or inability to obtain raw materials, components, labor, fuel or supplies, or other circumstances beyond DG-EZ's reasonable control. All sales shall be subject to the export and munitions control laws of the United States. Buyer shall not make any dispositions, re-exports or diversion of United States original products purchased from DG-EZ except as said laws may expressly permit.

7.DISCLAIMER OF ANY WARRANTY. BUYER ACKNOWLEDGES THAT IT IS PURCHASING PRODUCTS FROM DG-EZ IN DG-EZ'S CAPACITY AS A DISTRIBUTOR OF SUCH PRODUCTS FOR THE MANFACTURERS OF SUCH PRODUCTS. BUYER ACKNOWLEDGES THAT IT WILL LOOK SOLELY TO THE WARRANTY(IES), IF ANY, PROVIDED BY THE MANUFACTURER AND THAT DG-EZ MAKES NO WARRANTIES ON ITS OWN BEHALF WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

8.EXCLUSIVITY OF REMEDY, LIMITATION OF LIABILITY. In the event Buyer claims that DG-EZ has breached any of its obligations under this Terms and Conditions of sale, DG-EZ may request the return of the products and tender to the Buyer the purchase price therefore paid by Buyer and, in such event, DG-EZ shall have no further obligations under the sales agreement except to refund such purchase price upon redelivery of the products. If DG-EZ so requests the return of the products, the products shall be redelivered to DG-EZ in accordance with DG-EZ's instructions at DG-EZ's expense. THE REMEDIES PROVIDED FOR IN THIS PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST DG-EZ FORCLAIMS RELATING TO THE SALE OF PRODUCTS, WHETHER THE CLAIM IS MADE IN TORT OR IN CONTRACT, INCLUDING CLAIMS BASED ON WARRANTY, NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL DG-EZ BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. NOR SHALL DG-EZ's LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH THIS SALES AGREEMENT OR THE MANUFACTURE, SALES DELIVERY OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCT.

9.GOVERNING LAW, VENUE LIMITATION OF ACTIONS. This sales agreement shall be performed in the city of Miami, Miami-Dade County, Florida and shall be governed by the Uniform Commercial Code as adopted in the State of Florida, as effective amid enforce on the date hereof. Whenever a term defined by said Uniform Commercial Code is used therein the definition contained in the Uniform Commercial Code is to control. No action for breach of sale, this sales agreement or any covenant or warranty arising therefrom, shall be brought more than one year after the cause of action has occurred.