THE DESCRIPTION BELOW INCLUDES ALL OF COLORID’S SALES TERMS AND CONDITIONS WHICH FOLLOW. ACCEPTANCE IS LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

1. PRICE:
   The purchase price of the Equipment shall be as set forth above. Unless otherwise specified above, the purchase price is FOB, Cornelius, North Carolina. Any applicable surcharges, sales taxes, excise taxes, customs expense, tariffs, duties, or the charges imposed by any government authority shall be added to the purchase price
2. TERMS:
   If for any reason prior to the time payment is due as heretofore provided Buyer should default in any of its covenants, agreements with ColorID, LLC. (“ColorID”), then ColorID may at its option declare the entire unpaid balance due and payable or demand guarantees or assurances that payment will be made.
3. DELIVERY:
   (a) The place of delivery shall be at the facilities of ColorID, Cornelius, North Carolina. Any delivery date stated above is tentative and subject to Method and route of shipment are at ColorID’s discretion, unless the Buyer supplies explicit instructions. All shipments are made at the Buyer’s risk. Identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier.
   (b) Buyer agrees to accept delivery promptly, and Buyer shall pay any demurrage or other costs accrued due to Buyer's delay in accepting delivery, and shall reimburse ColorID on demand for any such demurrage or other costs which ColorID has paid.
   (c) If delivery is to be made in installments, Buyer agrees that if Buyer defaults in accepting any installment then ColorID may, at its sole option, treat such default as a breach of the entire Agreement.
   (d) any limitation or control placed upon ColorID by the United States government or any other government having authority over the manufacturing sale or shipment of any part of the Equipment. In any event ColorID shall not be responsible for failure to ship or delay in shipping due to fire, flood, accident, labor difficulties, inadequacy of transportation facilities or of the supply of power, labor, or raw materials, war, acts of the public enemy, compliance with any allocation policy of any government or any department hereof, or any cause beyond the control, of ColorID, and the Buyer's obligations hereunder shall continue notwithstanding any such failure to ship or delay in shipping. Furthermore, ColorID shall not in any case be liable for penalties or for special or consequential damages caused by its failure to ship or delay in delivery for any reason.
4. RISK OF LOSS:
   Risk of loss or damage to the Equipment shall pass to Buyer on the date of delivery regardless of whether or not ColorID shall retain title to or a security interest in the Equipment after delivery.
5. DEFAULT:
   Buyer shall be in default under this Agreement if:
   (a) Buyer fails or refuses to accept delivery, or
   (b) Buyer fails or refuses to make any payment when due and payable, or
   (c) Any warranty representation or statement made by Buyer to ColorID in connection with this Agreement proves to have been false when made, or
   (d) Any bankruptcy or insolvency proceedings are begun by or against Buyer or Buyer makes any assignment for the benefit of creditors, or
   (e) Any event occurs which causes the acceleration of the maturity of any indebtedness of Buyer to any other person, or
   (f) Buyer defaults in any other agreement between Buyer and ColorID.
6. ColorID’S RIGHTS UPON DEFAULT:
   Upon default by Buyer, or at any time thereafter, ColorID at its option may declare the entire unpaid balance of the purchase price hereunder along with any other sums owed hereunder, immediately due and payable and shall have all the rights and remedies available under the Uniform Commercial Code. If ColorID is granted or retains a security interest in the Equipment, (a) ColorID may enter upon any premises on which the Equipment or any part of the Equipment may be located and removed the same therefrom;
   (b) ColorID may require Buyer to assemble the Equipment and make it available at a location which ColorID chooses so that ColorID may take possession of the Equipment and dispose of it;
   (c) ColorID may at its option sell the Equipment at public or private sale or otherwise dispose of the Equipment at any place whatsoever to the highest bidder, or on the most favorable terms in ColorID's discretion. ColorID will give Buyer reasonable notice of the time and place of any public sale or the time after which a private sale or any other intended disposition hereof is to be made. The requirement of reasonable notice will have been met if such notice is mailed, postage prepaid, at least five (5) days before the time of the sale or disposition. Expenses of retaking, holding, preparing for sale, selling or the like including ColorID's reasonable attorney's fees and legal expenses shall be borne by Buyer. The proceeds of any such sale or disposition shall first be applied to the aforesaid expenses and then to the amount due and payable hereunder, and Buyer shall be responsible for any deficiency.
7. TITLE:
   ColorID and Buyer agree that title in and to the Equipment shall remain in ColorID until the full purchase price as provided herein shall be paid by Buyer.
8. WARRANTY:
   As ColorID’s sole warranty, ColorID warrants that the Equipment meets the description contained herein. Buyer acknowledges that the Equipment is manufactured by companies other than ColorID, and as sole remedy, Buyer acknowledges that ColorID shall assign all of its rights in any manufacturers’ warranty to the Buyer. In no event shall ColorID be liable for consequential or special damages, or for transportation or other expenses which may arise in connection with such Equipment or parts. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT, SHALL ColorID BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOST EFFICIENCY OR FOR TRANSPORTATION, INSTALLATION, ADJUSTMENT, OR OTHER EXPENSES WHICH MAY ARISE IN CONNECTION WITH SUCH EQUIPMENT OR PARTS.
   As ColorID’s sole warranty for Equipment manufactured by ColorID, ColorID warrants that the Equipment meet the description contained herein. ColorID agrees to replace or, at its option, to repair any Equipment or parts thereof which are found defective in material or workmanship within 30 days from date of delivery. ColorID's obligation with respect to such Equipment or parts shall be limited to replacement or repair, at ColorID’s option, F.O.B., ColorID, Cornelius, North Carolina. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.. IN NO EVENT, SHALL ColorID BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOST EFFICIENCY OR FOR TRANSPORTATION, INSTALLATION, ADJUSTMENT, OR OTHER EXPENSES WHICH MAY ARISE IN CONNECTION WITH SUCH EQUIPMENT OR PARTS.
9. LIMITATION OF LIABILITY:
   It is understood and agreed that ColorID's liability whether in contract, in tort, under any warranty stated above, in negligence or otherwise shall not exceed the return of the amount of the purchase price paid by Buyer for the Equipment in question. The purchase price stated for the Equipment is a consideration in limiting ColorID's liability hereunder. No action, regardless of form, arising out of the transactions under this Agreement may be brought by Buyer more than one year after the cause of action has accrued.
10. COMPLIANCE:
    The Buyer agrees to instruct its employees, agents and customers with respect to the safe use of said Equipment. The Buyer agrees that the Equipment will be utilized in accordance with all applicable laws and regulations and in compliance with any regulatory or governmental agency that has jurisdiction over such matters. Since ColorID has no control over the Buyer’s (or other’s) use of the Equipment, the Buyer assumes the entire responsibility thereof and agrees to indemnify and hold ColorID harmless from any claim, demand or cause of action by Buyer, Buyer’s employees and/or others arising therefrom.
11. ADDITIONAL TERMS:
    (a) Buyer and ColorID agree that this Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the State of North Carolina, and Buyer hereby consents to subject itself to the jurisdiction of the courts of the State of North Carolina. ColorID, at its option, may require that any dispute arising under this Agreement, either before or after default by Buyer, shall be submitted to arbitration in Charlotte, North Carolina under the rules of the American Arbitration Association or its successor, and the results of such arbitration shall be binding upon the parties.
    (b) The amount of the present or future sales, revenue, excise, or other taxes applicable to the Equipment listed herein shall be added to the purchase price and shall be paid by the Buyer, or in lieu thereof the Buyer shall provide ColorID with a tax exemption certificate acceptable to the taxing authorities.
    (c) In the event of Buyer’s cancellation of this Agreement prior to delivery for any reason, Buyer shall pay at least the following stipulated damages which shall include, but are not limited to all costs and expenses incurred by ColorID in obtaining and processing the order, any special engineering costs and commitments incurred by ColorID prior to the time of cancellation, and the cost of any Equipment or parts thereof already produced which ColorID cannot reasonably use to fill other firm orders in hand at the time of cancellation.
    (d) Any returns of Equipment shall be subject to the then current ColorID restocking policy. ColorID will accept returns only for Equipment sold by ColorID, not custom manufactured for the Buyer, in its original condition and packaging, and after Buyer received a returned equipment authorization from ColorID. The return equipment is subject to inspection by ColorID and the applicable restocking fee. In no case will a return be accepted for Equipment delivered over 90 days prior to the return.
    (e) This Quotation and these Terms and Conditions constitute the entire agreement between the parties hereto with regard to the subject matter hereof. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement, explain, or vary any of the terms of this Agreement. Acceptance of, or acquiescence in, a course of performance rendered under this or any prior agreement shall not be relevant or admissible to determine the meaning of this Agreement. No other representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in a writing signed by the parties or their duly authorized agents.
    (f) All of ColorID's rights hereunder are separate and cumulative, not one of them, whether or not exercised, shall be deemed to be an exclusion of any other rights and shall not limit or prejudice any other legal or equitable right which ColorID may have.
    (g) If any provision, or part thereof, shall be judicially declared invalid, void or unenforceable, each and every other provision, or part thereof, nevertheless shall continue in full force and effect.
    (h) No term or provision hereof shall be deemed waive, and no breach excused unless such waiver or consent shall be in writing and signed by the party against whom the waiver or consent is asserted.
    (i) This Agreement shall be binding upon and shall inure to the benefit of the parties, their legal representatives, successors and assigns, provided that Buyer shall not assign this Agreement without ColorID's prior written consent.
    (j) All of ColorID’s quotations are good for 45 days, unless stated otherwise specifically in the quote.