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IVITEX TERMS AND CONDITIONS OF SALE

· ACCEPTANCE: This Acknowledgment constitutes an acceptance, solely upon all of the items and conditions herein, of Purchaser(s) offer to purchase the products(s) specified herein and shall become the entire contract between Purchaser and IVITEX and shall supersede Purchaser(s) order form upon (1) receipt by Purchaser of this Acknowledgment or (2) acceptance by Purchaser of products shipped by IVITEX hereunder. IVITEX hereby expressly rejects all terms and conditions set forth on Purchaser(s) order forms which are contrary, or in addition to, or in any way modify any of the terms and conditions herein.

· PRICE & TAXES: All prices quoted or stated are Freight on Board-FOB exclusive of sales taxes, import taxes, duties or assessments, insurance fees, export fees and freight charges. Purchaser shall furnish to IVITEX an appropriate exemption certificate for deferment of taxes, duties, and other fees or charges if applicable. Unless otherwise stated on this invoice all prices are in U.S. dollars. All taxes, duties or assessments of any kind applicable to the product(s) listed herein shall be added to the invoice and shall be paid by Purchaser.

· TERMS OF PAYMENT: All products distributed by IVITEX are prepaid by a major banks insured credit card or are payable cash on delivery COD immediately on receipt, in cash money, letter of credit, banks wire transfer TT, major banks insured cashier check or major banks insured money order, made payable to IVITEX in US dollars. For new accounts the above sentence will apply. Established accounts may make payments with their own secured company checks after the IVITEX Customer Account Application and Dealer Agreement has been signed and approved by IVITEX's Accounting Officials. Credit line and net terms can be established after an IVITEX Accounting Official reviews and approves credit and financial information supplied from your banking institution. Once approved IVITEX will send a certified document of notification to inform your company of its credit terms. All past due accounts may be changed to C.O.D. status at IVITEX option. Accounts past due are assessed 0.5% per day on the outstanding balance. Bad checks are subject to a $50 charge. Special order items are not normally stocked, and require a 25% deposit and there is NO return, refund or credit. Customer agrees to pay all of Sellers costs related to the collection of any sums due, including overhead allocated to Employee efforts and any legal fees and expenses incurred.

· DELIVERY: Shipments of products will be Freight on Board-FOB IVITEX original selling office or designated site. Unless otherwise agreed in writing by IVITEX, IVITEX reserves the right to select the means of shipment, point of shipment, and routing of products sold. IVITEX shall make its best effort to ship within a reasonable time of the estimated date of shipment. IVITEX shall not be liable, in any event, indirect, special, incidental, consequential or other damages suffered by Purchaser due to any delay in shipment. Also in the event of shipment damage, loss or miss-delivery of product by courier it shall be the responsibility of the Purchaser to deal with the carrier. Unless otherwise agreed in writing, delivery shall be deemed complete upon transfer of possession of product(s) to common carrier. FOB IVITEX designated warehouse, whereupon all risks of loss, damage or destruction to the goods shall pass to Purchaser. In the absence of shipping instructions, IVITEX will make reasonable effort to deliver on time; however IVITEX will not be liable for late or lost shipments.

· TITLE: Title and risk of loss or damage to product(s) shall pass on to purchaser upon delivery to carrier, purchaser or purchaser's agent at FOB shipping point. Unless otherwise agreed in writing, title to the product(s) shall remain with IVITEX until all payments set forth herein have been made.

· CHANGES AND CANCELLATION: Orders accepted by IVITEX are not subject to change or cancellation by Purchaser except with IVITEX'S written consent and upon payment of an appropriate charge to cover the cost or loss incurred by IVITEX which, unless otherwise agreed in writing, shall be not less than fifteen (15%) of the price of the products subject to the change or cancellation.

· LIMITATION OF LIABILITY: In no event shall IVITEX be liable for any loss of use, revenue, or anticipatory profit, or for any direct, or consequential damages arising out of, or connected with the sale, use or operation of products sold.

· DESIGNS, AND PATENT OR TRADEMARK INDEMNITY: Any designs, schematics, data or other technical information supplied by IVITEX to purchaser in connection with the sale of goods shall remain IVITEX property and be held in confidence by purchaser. Such information shall not be reproduced or disclosed to others without IVITEX prior written consent. IVITEX shall either (1) indemnify Purchaser from all claims of patent, trademark, trade secret and copyright infringements by third parties arising out of the sale of the product(s) set forth herein, provided that Purchaser gives IVITEX prompt notice of any such claim and grants IVITEX control of the defense and settlement, or (2) release Purchaser from this Acknowledgment which shall terminate IVITEX'S obligation to indemnify Purchaser.

· APPLICABLE LAW: The rights and obligations of the parties under this agreement shall be governed by the laws of the state where the IVITEX office responsible for the sale is located.

· WARRANTIES: All product sold by IVITEX, unless a warranty is specified for a particular product on the front of the official ivitex approved invoice, carries no warranty. All sales are final. All claims for damaged or lost shipments must be filed by the Purchaser with the freight carrier. IVITEX accepts no liability for product lost or damaged in shipment.

UNDER NO CIRCUMSTANCES SHALL IVITEX BE LIABLE IN ANY WAY TO THE PURCHASER OR USER FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF OR INABILITY TO USE SUCH PRODUCT(S).

· SEVERABILITY AND WAIVER: If any provisions of this Acknowledgment shall be found to be invalid, illegal or unenforceable then, notwithstanding the same, this Acknowledgment shall remain in full force and effect, and such provision shall be deemed stricken. Such provision shall be replaced by a valid, legal and enforceable provision having as nearly as possible the same economic and practical effect as the provision replaced.

· EXPORT: Purchaser shall be responsible for obtaining all Import Licenses and Permits For Import into Purchaser(s) or ultimate user(s) country from the United States. Licenses or other Governmental orders or Permits shall be the sole responsibility of Purchaser. Purchaser agrees to comply with all applicable United States Laws regarding Customs, Strategic Products, Ultimate Consignment, and any other United States Export Statutes in force or enacted as of the date of this invoice.

· RIGHTS TO PRODUCTS: Nothing in this Acknowledgment conveys any rights to Purchaser in the product(s) nor in their Trademarks, Copyrights, Patents, Trade Secrets, software, hardware, documentation or other materials, other than the right to solicit and sell the product(s)

· FORCE MAJEURE: IVITEX shall not be liable by reason of any failure or delay in performance of obligations on account strikes, riots, fires, explosions, acts of God, War, Government actions, and other cause which is beyond the reasonable control of IVITEX.

· ENTIRE AGREEMENT: This Acknowledgment contains all of the terms and conditions with respect to the sale and purchase of the products sold hereunder and there are no representations, warranties, expressed or implied, affecting this Instrument not expressly set forth herein.