SILCOTEK CORPORATION

TERMS AND CONDITIONS

FEBRUARY 6, 2009

Preface:
SilcoTek provides proprietary coating services. Parts shipped to SilcoTek are inspected and photographed to identify any damage or blemishes, and the customer will be contacted if a problem is discovered. All parts are cleaned, coated, and shipped back to our customers after undergoing final inspection.

Many of our customers use SilcoTek coatings in proprietary applications that are unfamiliar to us. Determination of the suitability of our coatings for the customers’ applications is the responsibility of customer.

Quotes and Prices:
All quotes and prices are in U.S. dollars and do not include shipping, taxes, or other charges such as customs, storage, and broker fees.

All quotes are valid for 30 days.

Shipping:
Customer is responsible for shipping products to SilcoTek and the return shipment back to the customer. Any costs related to shipping, insurance, customs, and related is the responsibility of the customer.

Delivery and shipment should be made to SilcoTek at: 112 Benner Circle, Bellefonte, Pennsylvania, 16823.

Delays and Turnaround Time:
SilcoTek is committed to a quick turnaround time, generally, 10 days or less. If a coating is required on a priority basis, the customer must inform Customer Service, and every effort will be made to meet your timing needs. SilcoTek will inform the customer of delays. Unless otherwise stated in SilcoTek’s quotation, delivery dates are estimates only and are based, among other things, on the timely receipt of full and final technical information from Customer. However, SilcoTek shall not be liable for any loss, liability, damages (whether direct, indirect or consequential) or other obligations because of any delay or failure to deliver all or any part of any order for any reason, including, without limitation, SilcoTek’s active or passive negligence or any cause beyond SilcoTek’s control.

Limitation of Damages:
SilcoTek’s liability is limited to refunding or crediting customers with the cost of coating services as more fully set forth in the warranty contained herein. SilcoTek is not responsible for damage to customer parts, or to damages caused in end-use applications, or other consequential damages as a result of the failure or non-performance of our proprietary coatings.

SilcoTek is not responsible for damage during shipping and customers are advised to obtain insurance to cover loss or damage.

Payment:
Terms are net 30 days.

Disassembly of Products:
All products should be sent disassembled. Disassembly and reassembly of your products may damage the parts.

Cleaning Parts:
Parts shipped to SilcoTek should be clean upon receipt and not covered with dirt, oil, paint or other matter. If we receive parts that require additional cleaning, we will contact the customer to discuss the problem. This may delay processing your parts and Customer may incur additional charges.

Confidentiality and Intellectual Property Rights:
SilcoTek is committed to maintaining strict confidentiality. We do not divulge any information regarding proprietary parts we coat for our customers. Likewise, the coatings and coating processes are proprietary to SilcoTek and cannot be disclosed.

The fact that we coat common products such as valves, fittings, and tubing is well known and in the public domain.

Proper Law:
All quotations and orders are subject to the Laws of the Commonwealth of Pennsylvania and the United States of America. If any provisions of these Terms and Conditions are found to be invalid or unenforceable, that term or provision shall be stricken and the remaining provisions shall remain in force.

Imports or shipments of parts and products contrary to U.S. law and the applicable export laws and regulations is prohibited.

Assignment:
Customer shall not assign any rights or duties under these terms and contracts and the contract of sale without the written consent of SilcoTek.

Arbitration:
If, at any time, a dispute shall arise between SilcoTek and one of our customers, both parties agree to settle their differences through binding arbitration under the rules of the American Arbitration Association of Philadelphia, Pennsylvania.

Special Contracts:
For customers that have special needs that fall outside these Terms and Conditions, we recommend a specific contract.

Warranty:
SilcoTek warrants its coatings to be free from defects for a period of ninety (90) days from date of delivery. In the event of a defect, SilcoTek will recoat the parts. In no event will SilcoTek be liable to Customer or any third party for damages greater than the price of the coating.

If SilcoTek is unable to recoat the parts, it will refund the purchase price of said defective coating. This shall be the sole warranty of SilcoTek.

SilcoTek expressly disclaims any other expressed or implied warranties, including but not limited to, the implied warranties of merchant ability and fitness for a particular purpose. SilcoTek shall not be liable for any direct, indirect, special, incidental, or consequential damages of any kind. No oral or written advice or information provided by SilcoTek shall create any warranty. The foregoing states the entire liability of SilcoTek with respect to product warranty.

SilcoTek will not be liable for any loss of use, interruption of business, or any indirect, special incidental, or consequential damages of any kind (including lost profits) regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise, even if SilcoTek has been advised of the possibility of such damages.

No indemnification required to be provided by SilcoTek pursuant to any agreement with Customer or otherwise shall be deemed to override the foregoing limitations and disclaimers, and the foregoing shall govern in the event of any inconsistency. SilcoTek will not be responsible for the payment of labor for the removal of the defective parts, the transportation or shipping costs incurred in providing or securing the foregoing warranty service, or the payment of labor for the reinstallation of the repaired and/or recoated parts, and Customer must follow SilcoTek’s reasonable instructions regarding procedures for returns. The determination of whether its coatings fail to meet specifications or are otherwise defective, as aforesaid, shall be within SilcoTek’s reasonable judgment.

Indemnity of Seller by Buyer/Customer:
Customer shall indemnify and hold SilcoTek harmless against all damages, direct or indirect, claims, or expenses, including reasonable attorneys’ fees arising out of or relating to SilcoTek coatings and their application.