TEK PAK, INC.

1.  The Agreement

TEK PAK, INC., an Illinois corporation (referred to herein as "TEK PAK"), offers to sell the products stated in any purchase order or order confirmation (each, a "Purchase Order") to the customer ("Customer") expressly subject to all of these General Terms and Conditions of Sale (the "Terms and Conditions") and contingent upon Customer's agreement to the Terms and Conditions. No additional, different, or other terms or conditions shall apply to any Purchase Order or any sale of products to Customer. TEK PAK expressly rejects such additional, different, or other terms or conditions, including, but not limited to, such terms contained in Customer's purchase order or other document or writing sent to TEK PAK, and no such terms shall be binding on TEK PAK.

2.  Delivery, Claims, and Delays

Delivery of the products shall be made in material compliance with the schedule set forth in the Purchase Order. Delivery dates are estimates only, and TEK PAK shall not be liable for damages of any kind caused by delivery of products after the delivery date. Delivery of the products shall be F.O.B. shipping point, whereupon title and risk of loss of the products shall pass to Customer. Customer assumes all risks of and responsibility for loss or damage to, or delay in delivery of, any products after tender thereof to a common carrier or other shipper. Notwithstanding Section 2-510(1) of the Uniform Commercial Code, after delivery of the products to Customer, all risk of loss shall remain with Customer regardless of any breach of warranty or nonconformities in the products. Upon receipt of any delivery, Customer shall note any damage to the packaging or products on the freight bill and give immediate notice of such damage to TEK PAK. Where TEK PAK agrees to ship products by prepaid freight, TEK PAK shall ship via the carrier of its choice. Any special instructions for delivery must be communicated by Customer to TEK PAK in writing at least seven (7) days prior to shipping and agreed to by TEK PAK in writing. Additional delivery charges arising from or related to Customer's special instructions for delivery shall be Customer's responsibility. TEK PAK may deliver products in partial shipments. For back-ordered products, TEK PAK shall make a reasonable effort to contact Customer to make mutually acceptable arrangements for delivery.

3.  Taxes, Customs and Charges

Customer shall pay for all sales, use, value-added, and other taxes, levies, duties and tariffs, permit and license fees, and any other governmental charges relating to or incurred in connection with TEK PAK's performance hereunder or imposed on the manufacture, storage, sale, transportation, import, export, delivery, or use of any products. Despite the foregoing, if TEK PAK is required to make any such payments, Customer shall immediately and fully reimburse TEK PAK in those amounts, in addition to any penalties or other costs or expenses arising from or related to such payments made by TEK PAK.

4.  Cancellation or Returns

Except with respect to custom or otherwise non-stock commercial products ("Custom Products"), any order may be cancelled by Customer within three (3) business days after the date of the Purchase Order. Custom Products are non-returnable, except under any applicable warranty. TEK PAK shall have sole and absolute discretion to determine whether a product is acceptable for return. No products may be returned without a Returned Merchandise Authorization ("RMA") from TEK PAK. An RMA may be requested by contacting TEK PAK within ninety (90) days after tender of delivery of products. All returns shall be freight pre-paid by Customer and subject to a 15% restocking fee, unless the return is due to an error by TEK PAK. TEK PAK reserves the right to assess additional charges for incidental or other damage to returned products.

5.  Payment

TEK PAK reserves the right to change the price of products at any time without notice to Customer. Except as may otherwise be stated on the Purchase Order, the purchase price shall be paid in United States dollars. Unless otherwise agreed upon in writing between the parties, payment terms are net 30 days from the invoice date. Amounts due and not paid within thirty (30) days from the invoice date are subject to interest charges at the rate of 1.5% per month (to the extent permissible under applicable law) for each month or portion of a month until paid. Customer agrees to pay all of TEK PAK's reasonable attorney fees, collection fees, and costs arising from or relating to any breach by Customer of the Terms and Conditions or any subsequent agreement between Customer and TEK PAK. To secure payment of the purchase price, Customer hereby grants to TEK PAK a lien in the form of a purchase money security interest in and to all products from time to time sold by TEK PAK to Customer. Customer authorizes TEK PAK to file all UCC financing statements and any other documents as may be appropriate for TEK PAK to perfect its security interest in such products. Customer shall cooperate with TEK PAK, including, but not limited to, executing such documents and doing such other acts and things as TEK PAK may reasonably request from time to time for TEK PAK to establish and maintain a valid perfected security interest in such products. Payments received by TEK PAK shall be applied to the oldest amounts due unless otherwise agreed by TEK PAK.

6.  Limited Warranties

Except as set forth herein, TEK PAK makes no express or implied warranties in connection with any products, including, but not limited to, warranty of merchantability, warranty of fitness for a particular purpose, warranty against any infringement of the intellectual property rights of a third party, and all other warranties express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. TEK PAK does not assume, or authorize any person to assume for it, any obligation or liability in connection with any products except as set forth herein.  TEK PAK shall comply with all application ISO certification compliance and retention obligations associated with any Purchase Order.

7.  Limitations of Liability

(a)  The aggregate liability of TEK PAK, including, without limitation, for or with respect to TEK PAK affiliates, contractors, subcontractors, suppliers, employees, agents, or representatives, arising from or related to a Purchase Order, the sale of the products to Customer, or Customer's use or resale of the products, whether based on contract, strict liability, negligence or other tort, or otherwise, shall not exceed an aggregate amount equal to 100% of the purchase price actually received by TEK PAK from Customer under the applicable sale or Purchase Order giving rise to the claim.

(b)  IN NO EVENT SHALL TEK PAK BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, CONTINGENT, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, REVENUES, OR PRODUCT, OR LOSS OF USE OF ANY PROPERTY (WHETHER BY SHUTDOWN, OPERATION AT LESS THAN CAPACITY, OR OTHERWISE), REGARDLESS OF WHETHER (I) ANY OF THE FOREGOING DAMAGES AROSE DIRECTLY OR INDIRECTLY THROUGH AN INDEMNIFICATION OR CONTRIBUTION OBLIGATION, (II) ANY OF THE FOREGOING DAMAGES AROSE OUT OF BREACH OF CONTRACT OR WARRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, OR (III) TEK PAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIMS ARISING OUT OF OR RELATED TO ANY PRODUCTS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE DATE OF THE TENDER OF DELIVERY THEREOF TO CUSTOMER. CUSTOMER'S FAILURE TO BRING ANY SUCH ACTION CONSTITUTES AN IRREVOCABLE WAIVER OF ANY AND ALL SUCH CLAIMS.

8.  Indemnity

Except as set forth herein, TEK PAK and Customer (each, an "Indemnitor") agree to indemnify, defend, and hold the other (the "Indemnitee") harmless against any and all third-party losses, damages, and expenses (including, without limitation, reasonable attorneys' fees and other costs of litigation) that the Indemnitee may incur as a result of any claim made against the Indemnitee by any third party, to the extent such losses, damages, or expenses arise out of or result from a breach of the Terms and Conditions or the negligence or willful misconduct of the Indemnitor.

9.  Force Majeure

A "Force Majeure Event" shall mean any event, condition, or circumstance which is beyond TEK PAK's reasonable control, including, without limitation, acts of God, casualties, epidemics, civil disturbances, war, riots, sabotage, accidents, thefts, changes in law or other acts of governmental authorities, strikes, or other labor shortages or disturbances, unavailability or excessive cost of materials or products, or acts or omissions of Customer or its employees, contractors, subcontractors, or other persons for whom Customer may be responsible. TEK PAK shall be entitled to revise the delivery date of any products or to cancel a Purchase Order upon the occurrence of a Force Majeure Event without liability to Customer or any other person. TEK PAK shall be entitled to a purchase price increase upon the occurrence of a Force Majeure Event if its direct costs are increased as a result of such Force Majeure Event.

10.  Confidentiality

All non-public, confidential, or proprietary information of TEK PAK, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed to or known by Customer, whether disclosed orally or disclosed, accessed, or learned via written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with a Purchase Order or the Terms and Conditions is confidential, solely for the use of performing the Purchase Order or the Terms and Conditions, and may not be used by Customer for any other purpose, or disclosed or copied by Customer unless authorized in advance by TEK PAK in writing.

11.  Severability

In case any provision hereof is held to be invalid, illegal, or unenforceable, such provision shall be limited or excluded only to the extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected.

12.  Default

If Customer breaches any of the Terms and Conditions, fails to accept a tender of conforming products, files for bankruptcy, goes into receivership, or makes an assignment for the benefit of creditors, then: (a) all monies due to TEK PAK from Customer shall become immediately due and payable; (b) TEK PAK may cancel all Purchase Orders without prejudice to any of TEK PAK's other rights or remedies existing at the time of cancellation; (c) TEK PAK may resell any products previously agreed to be sold to Customer; and (d) TEK PAK may postpone shipments of products in transit. Customer shall pay TEK PAK for any loss, damages, costs, and reasonable attorneys' fees arising from or related to Customer's breach as set forth herein.

13.  Assignment; Subcontract

TEK PAK and Customer acknowledge and agree that a Purchase Order and the Terms and Conditions may be freely assigned, in whole or in part, by TEK PAK without Customer's consent. Customer further acknowledges and agrees that TEK PAK may engage third parties to perform certain services on its behalf, and the Purchase Order and the Terms and Conditions shall apply to any services performed by such third parties. The Purchase Order and the Terms and Conditions may not be assigned by Customer without the prior written consent of TEK PAK. Any attempted assignment by Customer in violation of the Terms and Conditions shall be null and void. The Terms and Conditions shall be binding upon and inure to the benefit of TEK PAK and Customer and their respective successors and permitted assigns.

14.  Governing Law

The Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of Illinois, without regard to the choice of law rules or principles of the State of Illinois or of any other jurisdiction.

15.  Jurisdiction and Venue

TEK PAK AND CUSTOMER AGREE THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE INSTITUTED SOLELY IN THE CIRCUIT COURT OF KANE COUNTY, ILLINOIS, OR, IF FEDERAL JURISDICTION EXISTS, IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, AND EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION OR VENUE THAT ANY SUCH PARTY MAY HAVE UNDER THE LAWS OF THE STATE OF ILLINOIS OR OTHERWISE.

16.  Waiver of Jury Trial

TEK PAK AND CUSTOMER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THE TERMS AND CONDITIONS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES, AND THEREFORE TEK PAK AND CUSTOMER AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY.

17.  Headings

The headings contained in the Terms and Conditions are for convenience of reference only, and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of the Terms and Conditions or any provision hereof.

18.  Miscellaneous

No provision of the Terms and Conditions and no breach of any provision of the Terms and Conditions shall be deemed waived by any previous waiver of that provision or any breach of that provision, by any previous custom, practice, or course of dealing, or by TEK PAK's failure to object to provisions contained in any communication or order from Customer. There are no oral representations, agreements, or inducements pertaining to the transaction which are not contained herein. Neither TEK PAK nor Customer shall be bound by any conditions, warranties, understandings, or representations with respect to such subject matter other than as expressly provided herein. Each party shall pay the fees and expenses of its own attorneys, except as otherwise expressly provided herein. Any provision of the Terms and Conditions prohibited or unenforceable under applicable law shall be ineffective only to such extent and without invalidating the remaining provisions of the Terms and Conditions. The words "herein," "hereto," "hereof," and words of similar import refer to the Terms and Conditions as a whole and not to any particular section or paragraph hereof. TEK PAK reserves the right to amend or otherwise make changes to the Terms and Conditions at any time without notice.