Terms and Conditions

---

1. Definition. As used in this Order Confirmation, the term "goods" means the goods, merchandise,

materials, equipment, supplies, products or services ordered by Buyer.

2. Acceptance. This form constitutes the written acceptance by Pro Packing Solutions and affiliates ("Seller") of the Buyer's

offer to purchase goods from the Seller according to the specifications listed on the Front Page of this form.

The terms and conditions of the Order Confirmation shall be binding upon the Buyer upon delivery of the

goods hereunder, unless Buyer gives to Seller, prior to delivery, written notice of its objection to such terms

and conditions.

3. Warranties. SELLER MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING

ANY WARRANTY OF MER-CHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND BUYER

ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE BY SELLER OR ON ITS BEHALF, EXCEPT

THAT THE GOODS SOLD UNDER THIS ORDER CONFIRMATION SHALL BE OF THE STANDARD QUALITY OF

SELLER, BUYER ASSUMES ALL RISK AND LIABILITY RESULTING FROM ITS USE OF THE GOODS, INCLUDING

WHEN USED IN COMBINATION WITH OTHER PRODUCTS OR MATERIALS, SELLER NEITHER ASSUMES NOR

AUTHORIZES ANY PERSON TO ASSUME FOR SELLER ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OR

USE OF THE GOODS SOLD.

4. Claims. The Buyer hereby waives any right of rejection or revocation of acceptance or any claim or

defense based upon the quality of the goods specified herein unless (1) within ten (10) days after Buyer learns

of the defect complained of, but in any event within ninety (90) days of receipt of shipment, Buyer sends to

Seller at the address given on the Front Page of this form a letter by certified mail, return receipt requested,

specifying the nature of the complaint and (2) Buyer preserves the shipment or the portion thereof

complained of in order to enable Seller to substantiate the basis of Buyer's complaint. Compliance by the

Buyer with these conditions precedent shall not constitute an admission by the Seller of the merits or amount of the Buyer's claim or defense.

5. Credit. Credit for goods found to be defective or subnormal shall be allowed only if returned, after

specific authorization is obtained from the Seller, to a location designated by Seller, within a reasonable time

period to be specified by the Seller.

6. Seller's Liability. No claim of any kind whether as to goods delivered or for non-delivery of goods shall

be greater in amount than the purchase pre paid for the goods in respect of which such damages are claimed

and in no event shall Seller be liable for prospective profits or consequential damages. No charges or

expenses incident to any claims will be allowed unless approved by an authorized representative of Seller.

Goods shall not be returned to Seller without Seller's permission.

7. Non-Waiver. The Seller's failure to exercise any right hereunder, or to insist upon strict performance of

any provision of this agreement, or to take any action permitted on a breach by the Buyer, shall not be

deemed a waiver thereof or of other rights, remedies, breaches or subsequent defaults by the Buyer in the

performance of or compliance with any of the terms of this agreement.