GENERAL TERMS AND CONDITIONS

(L&L as Buyer – Capital Equipment and Durable Goods)

These terms and conditions apply to purchases by L&L Products, Inc. (“Buyer”) from the party whose name appears on an associated purchase order or from whom Buyer purchases goods and/or services (“Supplier”).

1. Agreement

(a) Offer and Acceptance. Each purchase order that Buyer issues (“Purchase Order”) is Buyer’s offer to purchase the products (“Products”) and services (“Services”) identified in that Purchase Order. All sales by Supplier to Buyer are conditional on Supplier’s assent to these General Terms and Conditions. If these General Terms and Conditions are first tendered to Supplier before Supplier tenders a purchase order or similar document to Buyer, these General Terms and Conditions are in lieu of any terms later submitted by Supplier and Buyer rejects all additional or different terms and conditions of Supplier, whether confirmatory or otherwise. If Buyer tenders these General Terms and Conditions after the tender by Supplier of other terms, whether as part of a Purchase Order or otherwise, then Buyer’s acceptance of any offer by Supplier associated with Supplier’s terms is expressly conditioned upon Supplier’s acceptance of any additional or different terms contained in these General Terms and Conditions. Supplier will be deemed to have accepted a Purchase Order as issued (and these General Terms and Conditions) (1) if Supplier begins performance or (2) if Supplier acknowledges its acceptance of the Purchase Order. Upon acceptance, the Purchase Order, together with these General Terms and Conditions, and any other documents specifically incorporated into the Purchase Order or separately agreed to in writing, such as specifications, drawings, requirements of Buyer’s customer, or quality requirements, will become a binding contract between Buyer and Supplier (collectively, the “Contract”). Specific terms and conditions on the Purchase Order and the other documents comprising the Contract will take priority over any inconsistent provision in these General Terms and Conditions.

(b) Changes. Buyer may, from time to time, by notice to Supplier, make reasonable changes within the scope of the Contract, to the drawings, specifications, materials, packaging, testing, quantity, time or method of delivery or shipment, or similar requirements prescribed in the Contract. If Buyer gives such notice to Supplier, then, at Supplier’s request with appropriate supporting documentation, the parties will agree upon an equitable adjustment to the prices and times for performance as a result of Buyer’s changes. Buyer reserves the right to withdraw any such change, whereupon the parties will proceed according to the Contractor with no changes. Contract changes must be in writing signed by Buyer’s authorized representative, and Buyer will not unreasonably withhold or delay consent to a Contract change proposed by Supplier.

2. Delivery.

(a) Packing and Shipment. Buyer may specify the method of transportation and the type and number of packing slips and other documents to be provided with each shipment. Supplier will pack and ship Products in accordance with Buyer’s instructions, including labeling and hazardous materials instructions. If Buyer has not provided packing or shipping instructions, Supplier will pack and ship Products in accordance with sound commercial practices. If Supplier is required to use Buyer’s returnable packaging, Supplier will be responsible for cleaning and returning the returnable packaging.

(b) Delivery Schedules. Supplier will deliver Products and Services in strict accordance with the Contract terms. Unless otherwise stated in the Contract, Products will be delivered F.O.B. (as that term is defined by Uniform Commercial Code Section 2-319) Buyer’s dock for shipments within the United States and DDP Buyer’s dock (Incoterms 2000) in the case of international shipments. Title will transfer upon delivery of the Products to Buyer.

3. Taxes. Unless otherwise stated in the Contract, the Contract price includes all applicable federal, state, provincial, and local taxes, including sales, value added, or similar turnover taxes or charges.

4. Payment.

(a) Payment terms are as set forth in the Contract or, if no payment terms are specified, payment terms are net 30. Supplier will

promptly submit correct and complete invoices or other agreed billing communications with appropriate supporting documentation and other information reasonably required by Buyer after delivery of Products and performance of Services, and Buyer may withhold payment until a correct and complete invoice or other required information is received and verified. Supplier will accept payment by check or other cash equivalent, including electronic funds transfer. Buyer will pay Supplier in the currency specified in the Contract or, if none is specified, in United States dollars. Buyer may set off or deduct from sums owed to Supplier under the Contract those sums owed by Supplier to Buyer.

(b) Supplier represents, warrants, and covenants to Buyer that the prices that Supplier charges to Buyer under any Contract are, and will continue to be, the best prices that Supplier offers to, or charges, any of its direct or indirect customers. If Supplier sells or otherwise provides to any other direct or indirect customer of Supplier any good or service at a price that is lower than the price that Supplier charges Buyer for the same or substantially similar goods and/or services, Supplier shall immediately notify Buyer of same and shall immediately and thereafter reduce the price to Buyer to such lower price, which price will apply to all sales of such goods and/or services to Buyer (including, but not limited to, such goods not yet delivered to Buyer as of the time that Seller first sold or provided such good or service to Supplier’s other direct or indirect customer).

5. Representations and Warranties.

(a) Supplier’s Warranties regarding Products and Services.

(i) Supplier warrants to Buyer that the Products and Services will:

(A) conform to the specifications, drawings, samples or descriptions furnished to or by Buyer;

(B) conform to any and all responses by Supplier or its agents to requests for information or requests for quotation;

(C) conform to Supplier’s specification sheets and advertising materials with respect to the Products and/or Services; (D) be of good quality and workmanship; (E) be free of defects in design (unless, and then only to the extent that, Buyer provided the design), materials, and workmanship; (F) be merchantable;

(G)be fit for the particular purposes intended by Buyer; and

(H)comply with all applicable environmental, occupational,

safety, health and other laws, rules and regulations applicable to the design, function or use of the Products.

(ii) The above warranties are in addition to, and not in lieu of, any standard warranty given by Supplier.

(iii) Additional Acknowledgements. Supplier acknowledges that Supplier knows of Buyer’s intended use and expressly warrants that all Products that have been selected, designed, manufactured or assembled by Supplier, based upon buyer’s state use, will be fit and sufficient for the particular purposes intended by Buyer. Supplier shall immediately notify Buyer of any errors in specifications or drawings provided by Buyer that are patent or that are otherwise known to or should have been discovered by Supplier. Supplier further warrants that it has clear title to the goods and that the goods shall be delivered free and clear of liens and encumbrances.

(b)Other Representations and Warranties. Supplier represents and warrants to Buyer that it has complied, and will continue during the performance of each Contract to comply, with all applicable federal, state and local laws, executive orders, rules and regulations, including but not limited to the Occupational Safety and Health Act of 1970 as amended (“OSHA”); Toxic Substances Control Act as

amended (“TOSCA”); the Equal Employment Opportunity Act and the Regulations and Standards issued pursuant thereto (“EEOC”); and the Fair Labor Standards Act of 1938 as amended (“FLSA”). Additionally, Supplier represents and warrants that it shall supply the Buyer with such information as may be necessary to permit Buyer to comply with the Federal Hazard Communication Standard as set forth in 29 CFR 1910.1200. Supplier shall supply such data to Buyer at the time of making its first delivery pursuant a Contract, and shall revise or amend such data as necessary during the course of performing under each Contract.

6. Compliance with Laws. Supplier will comply with applicable laws, rules and regulations of the jurisdiction where the Products are manufactured or the Services are performed and each jurisdiction in which Supplier knows or has reason to know the Products will be used. Supplier will provide to Buyer material safety data sheets regarding the Products and, upon Buyer’s request, will provide to Buyer other information reasonably required in order to comply with applicable laws.

7. Intellectual Property Rights.

(a) Buyer’s Intellectual Property. Buyer does not transfer to Supplier any patent, trade secret, trademark, service mark, copyright, mask work, or other intellectual property right (“Intellectual Property Right”) of Buyer in information, documents, or property that Buyer makes available to Supplier under the Contract or otherwise, other than the right to use Buyer’s Intellectual Property Rights to produce and supply Products and Services solely to Buyer.

(b) Indemnification

(i) Supplier will indemnify and defend the Buyer Indemnitees against claims, all liabilities, losses, damages, costs, and expenses, including reasonable legal fees, arising out of the actual or alleged infringement by the Products or the Services (or the possession or use thereof by any direct or indirect customer of Buyer) of a third-party Intellectual Property Right. If a claim under this Section 7(b) results, or is likely to result, in an injunction or other order that would prevent Supplier from supplying or Buyer or its direct or indirect customer(s) from possessing, selling, buying, or using Products or Services for their intended purpose, Supplier will, at Buyer’s option and expense, (i) secure rights in the relevant Intellectual Property Right that permit Supplier to continue supplying the Products to Buyer, that permit Buyer to continue to supply the Products and Services to its direct and indirect customers, and that permit Buyer and its direct and indirect customers to buy, sell, and use the Products and Services, or (ii) modify the Products and/or Services so that they become non-infringing, so long as the modification does not materially alter the operation or performance of the Products, or (iii) replace the Products and/or Services with non-infringing but practically equivalent Products and/or Services.

(ii) Supplier’s liability under this Section 7(b) will be limited to the extent of actual prejudice to Supplier resulting from Buyer’s failure to provide to Supplier, at Supplier’s expense, such information as Supplier reasonably requests, that is in Buyer’s possession or control, and that Buyer is at liberty to disclose. Buyer will provide to Supplier, at Supplier’s expense, reasonable cooperation and assistance regarding, and authority to defend, a claim covered by this Section 7(b). Supplier’s liability under this Section 7(b) will be limited if and to the extent that a claim of infringement is based on (1) a Product or Service modification made by Buyer or a third party that is not reasonably contemplated by buyers and sellers of goods and/or services substantially similar to the Products and/or Services, (2) a Product or Service modification made by Supplier at Buyer’s request, provided that Supplier had no actual knowledge of (and a reasonably sophisticated, informed, and diligent seller of substantially similar goods and/or services would not have had knowledge of) such actual or potential infringement, (3) use or interconnection by Buyer of the Product or Service in combination with other products not made or sold by Supplier where such interconnection is not reasonably contemplated by buyers and sellers of goods and/or services substantially similar to the Products and/or Services, or (4) Products made or Services rendered to specifications not provided by Supplier, provided that Supplier had no actual knowledge of (and a reasonably sophisticated, informed, and diligent seller of substantially similar goods and/or services would not have had knowledge of) such actual or potential infringement.

8. Termination and Cancellation. In addition to any other remedy available to Buyer at law, in equity, or otherwise, Buyer may terminate or cancel any Contract immediately upon notice to Supplier if Supplier (1) fails to perform any obligation under the Contract and, if the nonperformance can be cured, fails to cure the nonperformance within 15 business days after notice by Buyer, (2) admits in writing its inability to pay its debts as they become due, commences a bankruptcy, insolvency, receivership, or similar proceeding, or makes a general assignment for the benefit of creditors, (3) becomes a debtor in a bankruptcy, insolvency, receivership, or similar proceeding commenced by a third party that is not dismissed within 30 days after commencement, or (4) fails to provide adequate assurance of performance under the Contract within three business days after justified written demand by Buyer.

9. Liquidated Damages. If Supplier fails to timely deliver the Products or Services and is not otherwise excused from such delay by the express terms of a Contract, Supplier will be liable to Buyer in the amount of 1% of the total amount to be paid under the Contract for each seven days of delay in delivering the Products or Services are delayed. Time is of the essence with respect to all Supplier performances under each Contract. The parties stipulate that the stated liquidated damages are reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. Such liquidated damages are not an exclusive remedy and, if Buyer is able to prove greater damages, Buyer may elect to recover such greater damages, provided only that Buyer may not have duplicative recovery.

10. Confidential Information. Trade secrets, specifications, drawings, notes, instructions, engineering data and analyses, compositions of matter, financial data, and other technical and business data that are supplied or disclosed by Buyer in connection with the Contract, in each case that are marked or otherwise identified as confidential or where their confidential nature ought to be apparent at the time of disclosure (“Confidential Information”), will be deemed confidential and proprietary to, and remain the property solely of, Buyer. Supplier may not disclose Confidential Information or use Confidential Information for any purpose other than as contemplated under the Contract without in each case the written consent of Buyer. Confidential Information will not include information that (1) is or becomes generally available to the public other than as a result of a violation of this Section 10 by Supplier, (2) was obtained by supplier on a non-confidential basis from a third party who had the right to disclose it, or (3) is legally required to be disclosed, provided that Supplier gives to Buyer prompt notice of the requirement and provides to Buyer all assistance that Buyer requests in the pursuit of confidential treatment, protective orders, and the like. Supplier will use the same degree of care to safeguard Confidential Information that it uses to protect its own confidential information from unauthorized access or disclosure (but not less than a reasonable degree of care). Upon request by Buyer, Supplier will promptly return or destroy the original and all copies of Confidential Information received

11. Assignment and Subcontracting. Neither party may assign or subcontract its duties or responsibilities under the Contract without the prior written consent of the other party, which will not be unreasonably withheld or delayed. Unless otherwise stated in the consent, any assignment or subcontracting by either party, with or without the required consent, will not relieve that party of its duties or obligations under the Contract or its responsibility for nonperformance or Default by its assignee or subcontractor.

12. Excusable Non-Performance. A delay or failure by either party to perform its obligations under the Contract will be excused, and will not constitute a Default, only if (1) caused by an event or occurrence beyond the reasonable control of that party and without its fault or negligence, including a labor dispute, and (2) the party unable to perform gives notice of the non-performance (including its anticipated duration) to the other party promptly after becoming aware that such inability has occurred or will occur. If Supplier is unable to perform for any reason, Buyer may purchase Products and Services from other sources and reduce its purchases from Supplier accordingly without liability to Supplier. Within three business days after written request by the other party, the non-performing party will provide adequate assurances that the non-performance will not exceed 30 days. If the non-performing party does not provide those assurances, or if the non-performance exceeds 30 days, the other party may terminate the Contract by notice given to the nonperforming party before performance resumes. Under no circumstances will any change in prices of raw materials, components, labor, or other inputs of Supplier relieve Supplier of any obligation under any Contract.

13. Customs. Transferable credits or benefits associated with Products purchased, including trade credits, export credits, or rights to the refund of duties, taxes, or fees, belong to Buyer unless otherwise prohibited by applicable law. Supplier will provide Buyer with all information and records relating to the Products necessary for Buyer to (1) receive these benefits, credits, and rights, (2) fulfill any customs obligations, origin marking or labeling requirements, and certification or local content reporting requirements, (3) claim preferential duty treatment under applicable trade preference regimes, and (4) participate in any duty deferral or free trade zone programs of the country of import. Supplier will obtain all export licenses and authorizations and pay all export taxes, duties, and fees unless otherwise stated in the Contract, in which case Supplier will