TERMS & CONDITIONS OF SALE

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 in attached quote. 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) Buyer acknowledges that ColorID will comply with limitations or controls 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.
(e) 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. If Buyer requires a product shipment to guarantee a signature on receipt, they must include instructions on
order and pay any applicable extra fees for this service.

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. SALES AND USE TAX: If ColorID has not collected sales tax from you at the time of your purchase,
you may have state requirements to report all purchases that are not taxed and pay use tax on those
purchases. For more information, please visit your state's department of revenue website. For our Tax
Exempt Customers, ColorID does NOT collect sales tax when we have your current exemption certificate
on file.

10. 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.

11. 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.

12. 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 Return Policy. ColorID will only
accept returns of products sold by ColorID. ColorID cannot accept returns of any products that: a) have
custom manufacturing; or b) have special encoding or programming applied to them; or c) have custom
printing on them. All returned products must be in their original condition and be in their original packaging.
Certain products cannot be returned to ColorID after 25 days, because ColorID does not stock these
products and the manufacturer or distributor of the product will not take returns after this period. Product
can only be returned after ColorID authorizes the return and have issued a Return Merchandise
Authorization number (RMA number) to the customer. All returns are subject to full inspection by ColorID
on their return. In no case will a return be accepted for product delivered over 90 days prior to the return.
Some returns will be subject to a restocking fee.
(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.
(k) Starting on November 1, 2018, when a credit card is used to pay a ColorID invoice, there will be an
extra 3.0% credit card processing fee (against the gross amount of the invoice) unless the payment is
within ten (10) days from invoice date, and the total amount of the invoice is $10,000 or less.