Terms and Conditions of Sale

Wallover Oil Company Incorporated

EXCLUSIVE TERMS - These terms and conditions, together with each applicable sales order, acknowledgement and invoice issued by Seller, shall constitute a separate agreement between Buyer and Seller. No terms or conditions, other than those stated herein, or set forth in Seller's sales order, acknowledgment or invoice, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon Seller unless made in writing and signed by Seller's duly authorized representative. Seller hereby expressly objects to and rejects any and all additional or different terms proposed by Buyer (including, without limitation, any attempted imposition of warranties or liability), irrespective of where contained, and no such different or additional terms shall form part of any contract with, or be binding on, Seller. Seller's acceptance of any order is expressly subject to Buyer's assent to each and all of these terms and conditions, and Buyer's assent to these terms and conditions shall be conclusively presumed from Buyer's receipt of Seller's invoice or acknowledgment without prompt written objection thereto or from Buyer's acceptance of all or any part of the goods or services ordered. If Buyer's purchase order or other correspondence contains terms or conditions contrary to or in addition to these terms and conditions, acceptance of any order by Seller shall not be construed as assent to such contrary or additional terms and conditions. Any reference to Buyer's purchase order noted on Seller's invoice or acknowledgment is for administrative purposes only and shall not affect or limit the applicability of the terms and conditions contained in the Seller's invoice or acknowledgment.

PRICE - Unless otherwise specified in Seller's invoice or acknowledgment (a) all prices, quotations, shipments and delivery by Seller are ex works Seller's facility, and (b) all base prices, together with related extras and deductions, are subject to change without notice and all orders are accepted subject to Seller's price in effect at the time of shipment. Cash discount, if any, shall apply only on the price of the material. All payments are to be made in U.S. dollars unless otherwise specified by Seller in writing.

CREDIT: DEFAULT IN PAYMENT - All orders and shipments are subject to the approval of Seller's Credit Department, and Seller may at any time refuse to make shipment or delivery if Buyer fails to fulfill the terms and conditions of payment or fails to provide security satisfactory to Seller. Unless otherwise specified on the invoice, all invoices issued by Seller must be paid in full within 30 days of the date of the invoice. In the event Buyer fails to make payment on any contract between Buyer and Seller or any of its affiliates in accordance with the terms of such contract, Seller may, at its option and in addition to all other remedies available to it, (a) defer shipments hereunder until such payment is made and satisfactory credit arrangements are established or (b) cancel the unshipped balance of this order. At Seller's option, interest will be charged after the due date at the lesser of 2% per month or the maximum lawful contract interest rate.

TRANSPORTATION - Transportation shall be at Buyer's expense and will be included in product prices or set forth separately on the invoice. Seller has the right to select the carrier but will use its reasonable efforts to comply with Buyer's requests as to method of transportation. Seller reserves the right to use an alternate method of transportation whether or not at a higher cost to Buyer, if the method specified by Buyer is deemed by Seller to be unavailable or otherwise unsatisfactory. In any such case, Seller shall promptly notify Buyer of any such change.

PACKAGING - Seller will use its reasonable efforts to comply with any special packaging or loading requirements specified in any order. Seller will charge for such compliance in accordance with Seller's price list for extras in effect at time of shipment. If no packaging or loading requirements are specified by Buyer, Seller will comply with the minimum requirements customarily applied by Seller to the method of transportation used for such goods.

TITLE AND RISK OF LOSS - Unless otherwise agreed, title to goods and risk of loss shall pass to Buyer upon tender of delivery at the delivery point specified in Seller's invoice. Seller shall have the right to assess a storage and handling charge for goods left in Seller's possession after notification to Buyer that the goods are available to ship.

PRODUCING OR SHIPPING POINT - Unless otherwise specified in Seller's invoice or acknowledgment, Seller reserves the right to produce and ship all or any part of the goods specified in any order from any of its or its affiliates' facilities.

DAMAGED GOODS - If any goods should arrive at Buyer's destination in a damaged condition or should a shortage occur, Buyer shall immediately report the damage to the delivery carrier and to Seller.

DISCLAIMER: LIMITED WARRANTY - THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE), ON ANY ORDER, EXCEPT THAT SELLER WARRANTS TITLE TO ALL GOODS FURNISHED BY SELLER AND THAT ALL GOODS DESCRIBED ON SELLER'S ACKNOWLEDGEMENT OF BUYER'S PURCHASE ORDER WILL BE MANUFACTURED IN ACCORDANCE WITH SELLER'S SPECIFICATIONS. These warranties exclude any remedy for damages, defects, deficiencies or failures to the extent due to: (i) negligence, abuse, willful misconduct or neglect by Buyer or a third party not subject to the control of Seller; (ii) any accident following the delivery date, which is not itself attributable to a failure of the Seller's warranties; (iii) failure to install, store, use, operate and maintain the affected product in accordance with best industry practices or instructions provided by Seller; (iv) modifications or alterations to the affected product not performed or authorized in writing by Seller; (v) abnormal conditions of temperature, pressure, friction, moisture, dirt or chemicals, or (vi) Buyer's failure to promptly report the warranty claim to Seller in writing within the applicable time period set forth below.

LIMITATION OF BUYER'S REMEDIES - BUYER'S REMEDIES WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER OR SELLER'S PERFORMANCE IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARRISING OUT OF ANY DEFECT OR ALLEGED DEFECT IN ANY GOODS OR SERVICES FURNISHED BY SELLER OR ANY TECHNICAL ASSISTANCE OR ADVICE RENDERED BY SELLER, SHALL BE LIMITED EXCLUSIVELY TO THE RIGHT OF REPLACMENT OF SUCH GOODS OR SERVICES OR AT SELLER'S OPTION TO REPAYMENT OF THE PURCHASE PRICE. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PRODUCTION OR REVENUE, INCREASED COSTS OR PRODUCTION OR LOSS OF ANTICIPATED PROFITS), OR LIABILITY INCURRED BY BUYER, WITH RESPECT TO ANY GOODS OR SERVICES FURNISHED OR TO BE FURNISHED HEREUNDER BY SELLER AND, IN NO EVENT, REGARDLESS OF THE LEGAL THEORY ON WHICH A REMEDY IS SOUGHT, SHALL SELLER'S LIABILITY EXCEED THE PURCHASE PRICE OF THE MATERIAL OR SERVICES IN QUESTION.

CLAIMS - Any warranty or other claim respecting the condition of goods, compliance with specifications or any other matter affecting goods or services provided to Buyer must be made (a) within forty-eight (48) hours of Buyer's receipt, or (b) in the case of any latent defect in quality within forty-eight (48) hours of discovery, but in any event not later than ninety (90) days after the receipt by Buyer. Buyer shall set aside, protect and hold such goods without further processing until Seller has an opportunity to inspect, sample, test and advise of the disposition, if any, to be made of such goods. In no event shall any goods be returned, reworked or disposed of by Buyer without the express written authorization of Seller.

QUALITY ASSURANCE - Seller shall have no obligation to ensure that any goods or services purchased from Seller meet any special quality assurance specifications or other requirements unless such specifications or other requirements are set forth in Buyer's purchase order and expressly accepted in Seller's invoice or acknowledgment, and Buyer represents and warrants that goods which it purchases from Seller will not be applied by Buyer to, or resold by Buyer for, application to any critical end use unless the appropriate specification or other requirement for such end use is set forth in Buyer's purchase order and is expressly accepted in Seller's invoice or acknowledgment. In the event that any such goods or any services supplied by Seller in connection therewith are applied to a critical end use without the appropriate specification or other requirement therefore having been set forth in Buyer's purchase order and expressly accepted in Seller's invoice or acknowledgment, Buyer shall defend, indemnify and hold harmless Seller against any and all damages or claims for damages made by any person for any injury, fatal or non-fatal, to any person or for any damage to the property of any person, incident to or arising out of such application.

FORCE MAJEURE, APPORTIONMENT - Manufacture, shipment and delivery are subject to, and Seller shall not be liable for, any delay in or impairment of performance resulting in whole or in part from any war (whether or not declared), strike, difference with workmen, accident, fire, flood, Acts of God, delay in transportation, shortage of materials, shipment, breakdowns, laws, regulations, orders or acts of any governmental agency or body or any cause beyond the reasonable control of the Seller, or if performance by Seller becomes impracticable due to the occurrence of a contingency the non-occurrence of which was a basic assumption on which this invoice or acknowledgment was issued. In any such event Seller shall have an additional time within which to perform as may be reasonably necessary and shall have the right to apportion its production among its customers in such manner as it shall deem equitable.

TAXES - Any tax which the Seller may be required to pay or collect, through assessment or otherwise, under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any goods or services described herein, including, without limitation, taxes upon or measured by receipts from sales or services, shall be for the account of Buyer and may be added to the price of such goods or services. Buyer shall promptly pay the amount thereof to Seller upon demand but may, in lieu of such payment, furnish to Seller evidence of the issuance of tax exemption certificates acceptable to the appropriate taxing authorities.

ASSIGNMENT - Buyer shall not assign any order or any interest therein without written consent of Seller. Any such actual or attempted assignment without Seller's prior written consent shall entitle Seller to cancel such order upon written notice to Buyer.

WAIVER - Waiver by Seller of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach, and the failure of Seller to exercise any right arising from any default of Buyer shall not be deemed to be a waiver of such right, which may be exercised at any subsequent time.

SEVERABILITY - The provisions of any agreement using these terms and conditions are severable, and if any provision should, for any reason, be held invalid or unenforceable in any respect, it will not invalidate, render unenforceable or otherwise affect any other provision, and such invalid or unenforceable provision will be construed by limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.

GOVERNING LAW - All orders shall be governed by and interpreted in accordance with the laws of the State of Ohio, without regard to principles of conflicts of laws. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. Buyer and Seller each hereby irrevocably agrees that any action or proceeding seeking to enforce any provision of, or based on any right arising out of, any agreement including these terms must be brought exclusively in the courts of the State of Ohio located in Cuyahoga County, Ohio, or, if it has or can acquire jurisdiction, in the United States District Court for the Northern District of Ohio. Buyer and Seller each irrevocably consents and submits itself to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and irrevocably waives any objection it may now or hereafter have to the placing of venue in any such courts, whether based on forum non conveniens or otherwise, and any right to remove any such action or proceeding to another court.

SELLER - The Seller is either Wallover Oil Company Incorporated or Wallover Hamilton, Inc., as indicated on the document(s) into which these terms are incorporated.