1. SCOPE

These terms of sale apply to the sales of products by RAB Lighting, Inc ("RAB"). These terms may in some instances conflict with some of the terms proposed by the Buyer. Therefore, acceptance of the Buyer's order is made only on the express understanding that to the extent that any of these terms and conditions conflict with any terms of the Buyer's order, these terms and conditions shall govern. These terms shall be deemed accepted by Buyer's placing an order, accepting the goods, or tendering full or partial payment. RAB's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these terms. Any additions to, or deviation from these terms must be proposed to RAB at its office, and must be accepted in writing by RAB before such terms will become part of the contract.

Unless otherwise expressly agreed in writing by RAB, no order will be accepted by RAB unless the full purchase price and all other charges accompany the order.

Buyer shall pay any and all applicable sales tax or use tax, if any, plus any other applicable federal, state, or local taxes imposed on this sale, excluding, however, any income tax.

In the event that the Buyer cancels the Buyers order prior to shipment, then the Buyer shall be charged a 50% cancellation fee. No order may be cancelled after shipment.

Products may not be returned without prior written authorization issued by RAB in its sole and absolute discretion. All returns shall be subject to a restocking charge equal to 50% of the purchase price of the products together with all other costs of RAB, including the costs of preparing the products for resale. Authorization may be sought telephoning 888.722.1000. All returned items must be sent to a RAB specified location, freight prepaid. All requests for returns shall be made within 30 days of shipment.

All shipments are F.O.B. point of shipment and will be shipped via ground transport in RAB's sole discretion. Buyer shall pay Seller the cost of shipment, including any export charges or taxes. The Buyer shall pay the cost of shipment of the Anchor Bolts, which may be shipped separately by RAB, on the terms described herein. All costs of insurance, documentation, and bank charges incurred in shipments shall be borne by Buyer. Buyer shall have sole responsibility for filing any claims with any carrier for delay, loss or damage. Any estimated or "firm" delivery dates or periods are predictions made by RAB of the times within which it is likely that the products will be shipped; however, due to the difficulties inherent in predicting future delivery dates or periods, RAB does not promise, guarantee or otherwise obligate itself to have products shipped on or before that time. RAB does not guarantee the timing of the shipment or the delivery of the Anchor Bolts which may be shipped separately as provided above.
RAB WILL ENDEAVOR TO MEET THE ESTIMATED OR "FIRM" DELIVERY DATES OR PERIODS, BUT SHALL NOT BE LIABLE IN DAMAGES OR OTHERWISE, NOR SHALL THE BUYER BE RELIEVED OF PERFORMANCE, BECAUSE OF FAILURE TO MEET THEM.

Title and risk of loss or damage to Buyer when accepted by the carrier at point of shipment. Claims for loss or damage during transit or storage must be made by Buyer directly to the carrier, storage company, or insurance company, if any.

The products are custom manufactured by manufacturers approved by RAB. The warranty on the products is as provided by such manufacturers (the Manufacturers), which warranty is assigned by RAB to Buyer. The Manufacturers warranty provides that (i) such products are free from defects in material and workmanship for a period of 12 months after shipment under normal use and service and (ii) the product finishes shall not crack, peel or blister under normal atmospheric conditions for a period of 12 months from the date of shipment under normal use and service. Any products found to be defective by the Manufacturer ("Defective Parts"), as provided herein, within 12 months from the date of shipment, shall pursuant to the Manufacturers warranty, be repaired or replaced by the Manufacturer without charge, F.O.B. Manufacturers factory within the continental United States. This warranty excludes damage caused by improper installation, overloading, accident, improper storage, neglect, alterations, modifications or additions. The information in the RAB Pole Order Form ("Order Form") is critical in determining the location, conditions, intended use, and other requirements ("Application Specification") with respect to the use and installation of a RAB Pole. Using a RAB Pole for any other Application Specification other than the Application Specification disclosed in the Order Form automatically voids the warranties set forth herein and may cause non-passive failure resulting in injury, death or significant property damage.
THE FOREGOING WARRANTIES ARE IN LIEU OF, AND RAB EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED IN FACT OR BY LAW, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, AND THE FOREGOING WARRANTIES STATE RABS ENTIRE AND EXCLUSIVE LIABILITY, AND THE BUYERS SOLE AND EXCLUSIVE REMEDY, IN CONNECTION WITH THE, PRODUCTS OR PARTS, THEIR DESIGN, SUITABILITY FOR USE, INSTALLATION OR OPERATION.

Poles must be installed by a properly insured and licensed contractor ("Contractor"). The Contractor must use the supplied Instructions, Anchor Bolts and Mounting Templates ("Proper Installation"). Lack of Proper Installation automatically voids the warranties provided herein and may cause non-passive failure resulting in injury, death or significant property damage.

RAB SHALL NOT BE LIABLE UNDER ANY THEORY OF RELIEF, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PRODUCTS PROVIDED HEREUNDER OR RAB'S ACTS OR OMISSIONS FOR: (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF ANTICIPATED VALUE OF A BUSINESS OR ITS REPUTATION) OR (ii) ANY DAMAGE OR LOSS IN EXCESS OF THE PRICE ACTUALLY PAID BY THE BUYER UNDER THIS AGREEMENT. ANY ACTION BY BUYER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

This Agreement and all Exhibits and Appendices constitute the entire Agreement between the parties hereto with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of New Jersey. No agreement or understanding varying the terms and conditions hereof shall be binding upon either party hereto unless in writing attached hereto and signed by duly authorized representatives of both parties. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.