TERMS AND CONDITIONS OF SALE

TM 5-3895-374-24-2 CEI ENTERPRISES P.O. Box 9156 Albuquerque, New Mexico 87119 TERMS AND CONDITIONS OF SALE CEI ENTERPRISES, a Trace Industries Inc. Company, designated below as "CEI" accepts and will fulfill Buyer’s order only upon the terms and conditions appearing below. PRICES: Unless otherwise noted, prices are F.O.B. Albuquerque, New Mexico, USA, and subject to change without notice. Minimum billing will be .00 net plus transportation charges. TERMS: Unless otherwise stated, terms are NET 30 days from date of invoice, subject to approval by CEI for amount and terms of credit. If payment is not received within 30 days, 1 ½ % late charges per month (18% annual rate) will be added to your account. TAXES: Unless prohibited by statute, all applicable sales, use, or other federal, state or local taxes and filing fees are to be paid by the Buyer and may be added to invoices if prepaid by CEI. ACCEPTANCE REQUIRED TO FORM CONTRACT: Buyer's purchase order will be binding upon CEI only when accepted in writing upon a printed order acknowledgment form and sent by CEI to the Buyer, and then only under these Terms and Conditions. Orders accepted and approved by CEI shall be considered New Mexico contracts, with rights and liabilities of the parties to be determined under the laws of said state. TITLE: Title and ownership of the products and equipment herein proposed shall remain the property of CEI until final payment therefore has been made in full. Said products and equipment shall be and remain strictly personal property and shall retain its character as such even if said products and equipment shall be installed on permanent foundations or be in any manner affixed or attached to realty and without regard to the purpose for which such products and equipment may be used. CANCELLATION: Orders placed for equipment shall not be subject to cancellation by Buyer except with consent of CEI and then only upon terms that will fully indemnify CEI against any losses as a result thereof. DELIVERIES: Quoted shipping dates are approximate only. CEI will use its best efforts to fill all orders within the time quoted. However, final shipping schedules shall be subject to any conditions that may prevent compliance with acknowledged delivery schedules. CEI shall under no circumstances be liable for damages, general, consequential, or otherwise, or for failure to give notice of any delay, and such delay shall not constitute grounds for cancellation. PACKING: Unless otherwise specified, prices quoted include normal packaging. If special packaging is required by Buyer, an additional charge will be made. FREIGHT RATES: CEI neither guarantees nor assumes any liability for freight rates. Shipments are made Freight Collect. Freight Prepaid shipments will be made only if estimated freight charges are paid prior to shipment. RISKS: All equipment delivered to the carrier by CEI, or consigned to the Buyer upon his instructions or his order, will travel at the Buyer's risk, and the Buyer hereby assumes all risks of loss from the time of such delivery or consignment. No such loss, injury or destruction shall operate in any manner to release the Buyer from the obligation to pay for such equipment or from any other terms or conditions of Buyer's contract with CEI. INSPECTIONS AND CLAIMS: The Buyer shall inspect the goods and equipment immediately upon its arrival and shall, within ten (10) days thereafter, give written notice to CEI of any claim that the equipment does not conform to the requirements of the contract. If no such notice is given within said ten (10) day period of time, the equipment shall be conclusively deemed to conform to the requirements of the contract, and the Buyer shall be bound to pay therefore in accordance with the terms of the contract, if payment has not already been made. Any claims made within the specified time will be satisfied in accordance with the Manufacturer's Limited Warranty set forth below. Any freight damages, concealed or otherwise, must be filed against the carrier by the Buyer. MANUFACTURER'S LIMITED WARRANTY: Refer to "Manufacturer's Limited Warranty" either printed on reverse side of this form or attached to CEI quotation or CEI invoice. SERVICE POLICY: Should service, such as the demonstration, troubleshooting or repairing of any machinery or equipment be requested beyond that specifically mentioned as included in the quoted price, such service will be rendered at a charge plus transportation and living expenses of those performing the service. SPECIFICATIONS: Are subject to engineering changes without notice. ERRORS: CEI reserves the right to correct clerical or stenographic errors or omissions. page 3-905