TERMS AND CONDITIONS

ACCEPTANCE of an Order by Kirk Key Interlock Company LLC is subject to credit approval and is expressly conditioned on Buyer's agreement that the terms and conditions set forth herein, together with any plans or specifications approved in writing by Kirk Key Interlock Company LLC, are the sole terms and conditions of the Order and constitute a contract representing the entire agreement of the parties with respect to the subject matter thereof. No amendment, modification or waiver of the terms and conditions of this Order shall be binding on Kirk Key Interlock Company LLC unless made in writing and signed by an authorized representative of Kirk Key Interlock Company. Any additional or different terms and conditions contained in Buyer's prior orders or responses to this Order shall be deemed objected to by Kirk Key Interlock Company LLC without need of further notice of objection and shall not be effective or binding unless assented to in writing signed by an authorized representative of Kirk Key Interlock Company LLC. Buyer shall be deemed to have assented to all terms and conditions contained herein upon performance or part performance by Kirk Key Interlock Company LLC under this contract. Should there be conflict with any terms or conditions in any contract or purchase order used by Buyer, the terms and conditions herein shall prevail.

TERMS OF PAYMENT: Net cash thirty (30) days, no discount allowed, to accounts with established credit. A service charge of one and one-half percent (1½%) per month will be added to unpaid balances after thirty days. If Buyer's financial condition at any time does not justify continuance of the work to be performed by Kirk Key Interlock Company LLC hereunder on the agreed terms of payment, Kirk Key Interlock Company LLC may require full or partial payment in advance. In the event of Buyer's bankruptcy or insolvency or in the event any proceeding is brought against Buyer, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, Kirk Key Interlock Company LLC shall be entitled to cancel any order then outstanding at any time during the period allowed for filling claims against the estate of Buyer and shall receive reimbursement for its proper cancellations charges. Kirk Key Interlock Company LLC rights under this provision are in addition to any other rights available to it at law or in equity.

Export orders are accepted on the basis of payment in advance of shipment by a check in U.S funds, wire transfer, or credit card. Delivery, duties, and taxes are the responsibility of the customer.

Open accounts (net 30 days) may be granted when trade references, name and location of bank, plus appropriate financial data are supplied. All requests require up to ten (10) days for processing and are subject to approval by Kirk Key Interlock Company LLC. If credit has not been established, please include payment with order or purchase with Visa, MasterCard, American Express or Discover.

TAXES: Kirk Key Interlock Company LLC is not responsible for collecting Federal, State, or Local taxes (including Sales and Use tax) for shipments outside the state of Ohio. Ohio customers must provide their Sales Tax Exemption Certificate otherwise the applicable Ohio and County Sales Taxes will be applied to all invoices.

WARRANTIES: Kirk Key Interlock Company LLC warrants to Buyer that products furnished pursuant to this contract will be free from defects in material, workmanship, and title and will be of the kind and quality specified in the Kirk Key Interlock Company LLC quotation.

The foregoing warranties (excluding the warranty of title) shall terminate one (1) year after the date of installation of the item or items which are the subject of this contract, or eighteen (18) months from the date of shipment by Kirk Key Interlock Company LLC, whichever warranty period terminates first.

If any product covered by this contract fails to meet the foregoing warranties (except title), Buyer's exclusive remedies shall be for Kirk Key Interlock Company LLC to correct any such failure by either replacing defective parts or repairing any defective parts of the product (at the option of Kirk Key Interlock Company LLC). Upon expiration of the warranty period, all liability of Kirk Key Interlock Company LLC for its products shall terminate. No claims for direct or consequential damages shall be allowed.

Kirk Key Interlock Company LLC disclaims any merchantability or warranty or fitness for any particular use with respect to the products being sold pursuant to this contract. There are no warranties which extend beyond the description of the fact of this contract. Returns and allowances must be authorized in advance by Kirk Key Interlock Company LLC. A Returned Materials Authorization (RMA) number will be assigned by Kirk Key Interlock Company LLC and must appear on the outside of the carton(s) and on all related paperwork. All returns are subject to review by Kirk Key Interlock Company LLC. Returns are subject to restocking charges.

DELAYS: Kirk Key Interlock Company LLC will not be liable for any delay in the performance of this contract or for any damages suffered by Buyer for reason of such delay, when such delay is directly or indirectly caused by or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays or other cause or causes (whether or not similar in nature to any of those hereinabove specified) beyond its control.

GENERAL PROVISIONS: KIRK^® key interlocks are safety devices and not security devices. As such, KIRK^® key interlocks are intended to be installed on equipment in such a manner as to prevent or allow operation of the equipment only in a prearranged sequence.

Kirk Key Interlock Company, LLC will not accept claims for loss, injury, or direct or consequential damages resulting from improper engineering, improper application, or circumvention of interlock schemes. Kirk Key Interlock Company LLC will not accept responsibility for the accuracy of customer schemes, equipment layout, or the integrity of the installation of the interlocks. In addition, Kirk Key Interlock Company LLC is not responsible for the management of spare or duplicate keys.

The accuracy of Kirk Key Interlock Company's key cylinder database is dependent upon ultimate user information supplied by each individual customer at the time the order is placed. Inaccurate jobsite names and addresses, changes in ownership of facilities containing KIRK^® key interlocks and interlock systems, and the availability of used equipment with KIRK^® key interlocks already installed can cause duplication of lock cylinders at a given location. Therefore, Kirk Key Interlock Company LLC will not accept responsibility for the occurrence of duplicate key cylinders.

DELIVERY: Unless otherwise specified by Kirk Key Interlock Company LLC, delivery will be made and title passes FOB point of shipment to Buyer. Risks of loss or damage shall pass to Buyer upon delivery of the material to the carrier at the point of shipment.

GOVERNING LAW: The laws of the State of Ohio shall govern the validity, performance, interpretation and the effect of this agreement.

AMENDMENTS: This contract may not be modified nor rescinded in any manner except by the written agreement of both the Buyer and Kirk Key Interlock Company LLC.