THESE TERMS AND CONDITIONS OF PURCHASE APPLY TO EVERY PURCHASE ORDER ISSUED TO ZGO TECHNOLOGIES (ZGO) FOR ALL ZGO PRODUCTS.

ORDERING INFORMATION

PURCHASE ORDERS

ORDERS MUST BE SUBMITTED IN WRITING OR SENT ELECTRONICALLY AS REPRESENTED BY A VALID PURCHASE ORDER

An order is not binding upon ZGO until ZGO issues an order acknowledgement to the customer (the “Customer”),

which will confirm price information and provide an estimated delivery date.

Valid purchase orders must include the following:

• Bill To: Legal name, complete address and phone number

• Ship To: Legal Company Name, Address, Telephone, Contact Person

• Purchase Order Number: From the party ZGO will be billing

• Authorized Signature: All purchase orders must be signed by a duly authorized representative

• Shipping Instructions: Special Delivery, Shipping and Packing Instructions (if applicable), all tagging instructions will appear on all order documentation, including cartons, acknowledgements and invoices

• Product Information: Quantities, Full Model Numbers, Full Descriptions, including Colors, Custom Design Panels, Customer’s Own Design Panels and any Specials

• Order Total: The sum of all products orders after applying proper discount off current list price in net dollars

ORDER CHANGES/CANCELLATIONS

All changes to or cancellations of orders placed with ZGO must be in writing and sent to ZGO Customer Support. Zgo’s Policy on changes/cancellations are as follows:

Change Orders

ALL CHANGES MUST BE IN WRITING, REGARDLESS OF THE DOLLAR VALUE. CHANGES ARE NOT BINDING

UPON ZGO UNTIL ZGO ISSUES AN ACKNOWLEDGMENT OF THE CHANGE.

• All changes to orders prior to 72-hours before the acknowledged shipment date for STANDARD Product will incur NO upcharge and Zgo will re-acknowledge the new order based on the timing of the change order. STANDARD Orders are defi ned as “In Stock” Product with Standard or Premium Side Panels. CUSTOM Orders are defined as orders for ALL OTHER product not defined as STANDARD

• All changes to orders within 72-hours of the acknowledged shipment date for STANDARD Product will incur a 15% Change Order Fee and ZGO will re-acknowledge the order based on the timing of the change order.

• All changes to orders for CUSTOM Product, after the order is acknowledged, will incur a 15% Change Order Fee and Zgo will re-acknowledge the new order based on the timing of the change order.

Cancellations

• Order cancellations are complete annulments of orders.

• All cancellations of any order for STANDARD Product prior to 72-hours before the acknowledged shipment date will incur NO upcharge

• All cancellations of any order for STANDARD Product within 72-hours of the acknowledged shipment date will incur a 15% Cancellation Fee

• Under no circumstances will changes or cancellations be accepted on any CUSTOM order after the order is acknowledged.

• Irrespective of when notified, changes or cancellations are not binding upon ZGO until ZGO issues a written acknowledgment of the change or cancellation.

• Order changes are defi ned as the deletion of line items; changes in style, color, quantity or requested ship date; or ship-to address changes. Order changes that result in a quantity reduction may be subject to an additional small order fee or adjustment in pricing.

ORDER ACKNOWLEDGEMENTS

All ZGO orders are acknowledged with a promise date (scheduled ship date) based on the product with the longest lead time. Large orders may increase standard lead times. Standard shipping charges will be billed to customer

PRICING POLICIES

TERMS OF PAYMENT

• Terms of payment and credit limits will be established based on financial information of the Customer.

• Upon approved credit, terms of payment are 2% 10 days, net 30 from date of shipment. This means that ZGO will provide a 2% discount off the NET order value if payment is received within 10 working days.

• Deposits may be required for large or custom orders. They may also be required if the order exceeds the amount of credit granted to any Customer by ZGO’s Credit Department.

• The account balance must be at or below the credit limit and current at all times (no past-due balances). ZGO reserves the right to delay or cancel any delivery to a Customer whose ZGO account balance is over the credit limit and/or past due.

CREDIT POLICY

• All ZGO customers must complete a credit application, with current information, which must be signed by ZGO Management. A line of credit will be set by our Credit Department, however the basis for the line of credit may be changed or cancelled at our discretion and advance payment may be required.

• Customer hereby authorizes ZGO to obtain such credit reports, financial information or other information as ZGO may request, including, without limitation, credit information from any financial institutions or others having a business relationship with the Customer.

• Customer hereby authorizes any credit references to answer ZGO’s inquiries and provide such credit information and documentation as ZGO may request.

• The Customer hereby releases and holds ZGO harmless for any inconvenience whatsoever, caused by any temporary or permanent withdrawal or restriction of credit privileges hereunder, or the enforcement of any of the provisions contained in this paragraph.

• Any unpaid balance, upon which payments are not made according to the terms governing the sale, will be considered “Past Due” and will increase by a maximum of 2% per month, without forfeit of ZGO’s right to payment.

PRICES

• The price of any product sold by ZGO will be based upon the North American Price List at the time of the RECEIPT of an order.

• All discounts and list prices are subject to change without notice.

• ZGO reserves the right to use the published pricing effective at the time of shipment if the requested delivery date is more than 120 days after the order receipt date

TAXES

• ZGO prices do not include customs duty, sales, use, value added or similar taxes

• Any federal, state/provincial or other taxes or assessments based upon the sale or delivery of products or services sold applicable to the customer at present or later imposed by federal, state/provincial or municipal agencies, shall be added and paid by the customer.

• A valid sales tax exemption certificate must be approved by and on file with ZGO prior to product shipment. Otherwise, sales tax will be due and payable to ZGO when such tax is invoiced to Customer.

TERMINATION BY ZGO

ZGO may immediately terminate an order upon written notice in the event bankruptcy or insolvency proceedings are instituted by or against the Customer, or the Customer is adjudicated as bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, or proposes or makes any arrangements for the liquidation of its debts, or a receiver or receiver and manager is appointed with respect to all or any part of the assets of the Customer.

SHIPPING AND DELIVERY

• ZGO will have the right to determine the method of shipment and routing of product.

• If, for any reason, a delivery has to be made to an intermediate location (i.e. a location other than the “Ship To” location noted on the order or ultimate end user location), all handling and re-delivery costs incurred would be at the Customer’s expense.

DELIVERY DATES AND DELAY

If ZGO cannot deliver products as scheduled due to causes beyond its reasonable control (such as casualty, labor disputes, or accident; inability to obtain necessary labor, material or transportation; or changes requested by the Customer), the delivery date will be extended to compensate for the delay as deter- mined by ZGO.

DELIVERY SHORTAGES AND DAMAGE

• Product shortages and damage must be noted on delivery receipts at the time of delivery and reported to the carrier for correction.

• Claims against ZGO for shortages, errors, or damage must be made within fi ve (5) days of the date of delivery or the Customer waives the right to make such a claim.

• Signed Bill of Ladings or Delivery Receipt must be sent in with claims.

• If the shipping container shows any external damage, customer is instructed to refuse the product at time of delivery. If it is a multiple piece shipment, customer may refuse only the damaged items.

• ZGO will file all F.O.B. destination claims. In order to receive credit, customer agrees to cooperate and assist in the procedures set out by the carrier and ZGO.

• ZGO will issue full credit for returned product if Customer takes following steps: o For external damage:

• Note damage on the delivery receipt at time of delivery.

• Refuse product at time of delivery.

• Contact ZGO Customer Support within 24 hours of the attempted delivery and advise them of the damage.

• Enter a chargeable replacement order; credit will be issued after the disposition of damaged product is determined. o For Concealed damage:

• Customer will retain all packaging materials, and:

• Request inspection by calling local freight carrier to report damage.

• Retain merchandise in the original box.

• Call your ZGO Customer Support agent to provide order and product information.

• Get a copy of the inspection report from carrier.

• Enter a chargeable replacement order; credit will be issued after the disposition of damaged product is determined.

STORAGE

ZGO may transfer product to storage at the Customer’s risk and expense if the Customer is unable or unwilling to take delivery of product as originally scheduled. Upon such transfer to storage, the Customer assumes risk of loss. ZGO will invoice the Customer for storage fees and the Customer will make payments in accordance with

ZGO’s standard payment terms.

RETURN AUTHORIZATIONS and REFUSALS

• All returned and non-damaged refused orders are subject to a fifteen percent (15%) restocking fee.

• Custom order returns will not be accepted.

• Customer must request a Return Authorization through the ZGO Customer Support Department within 45-days of product receipt to return any product. • If ZGO agrees to restock the product, customer must return it freight prepaid to ZGO, F.O.B., to the original shipping point or as otherwise instructed by ZGO Customer Support.

• If product is returned without a Return Authorization, ZGO will notify customer of the unauthorized return and customer must provide instructions for its disposition within one week thereafter.

• Failure of customer to respond within one week will result in ZGO’s right to dispose of the product with no credit.

• Return Authorizations expire sixty (60) days after the date of issue. If the returned product is not in resalable condition, customer will not receive credit for the return.

• Customer must promptly provide a purchase order or other acceptance of fees/credit reduction as required.

LIMITED WARRANTY

ZGO offers the following warranties on its products, subject to any exclusions and limitations as set forth below:

This Product Compatibility and Limited Warranty Policy extends solely to end-user purchasers of Covered Products and not to their successors, assigns, employ- ees, agents or affiliates. This Policy is not assignable or transferable in whole or in part, whether voluntarily, by operation of law or otherwise, and any purported assignment or transfer will be void.

All determinations regarding the scope, applicability and interpretation of this Policy, including without limitation the satisfaction of and compliance with any of its conditions and requirements, will be made solely by ZGO in its discretion. All such determinations made by ZGO will be final, non-appealable and binding on all persons. ZGO warrants that, at the time of customer’s receipt, the product will be in good working order and will be free from defects in materials and workmanship for the duration of the warranty term, as set forth above.

ZGO, at its option, may repair or replace the defective product or product part determined to be under warranty with the same or comparable product or product part as determined by ZGO, at customer’s location or at a designated location.

These warranties do not apply to normal wear and tear or damage caused by accident, neglect, product abuse, misuse and/or failure to follow instructions relating to the product’s installation or intended use. ZGO will not be responsible for damage due to service, maintenance, modifications or tampering by anyone other than a ZGO authorized representative. ZGO will not be responsible for injury or damage caused by or associated with the installation and/or use of products in any manner other than in strict confor- mance with the instructions set forth in its installation manuals and instruction sheets and/or product literature. These warranties do not cover damage caused by a carrier or transportation of the product from one location to another, or alterations made by owner. ZGO does not warrant damages or defects to the products under the following conditions: an Act of God, damage from electrical power problems, usage of parts or components not supplied by ZGO, failure to perform preventative maintenance, or damage caused by peripherals not supplied by ZGO.

In the event a product or product part is defective in material or workmanship during the warranty period, and ZGO receives written notice of the defect within the warranty period, ZGO will determine with customer if the defect is covered under warranty. The labor costs associated with the repair of the product or product part may be the responsibility of ZGO if the product or product part is determined to be under warranty. ZGO must pre-approve the labor costs prior to the repair or replacement of warranty products or product parts. Customer must contact ZGO to obtain a Return Authorization through the ZGO Customer Service Department.

Performance of any repair or replacement does not renew or extend the warranty period.