TERMS AND CONDITIONS NOTICE: Because conditions of use are beyond seller's control, Sierra Chemical Company will not be responsible for any damages, personal or property, arising out of the use or purchase of this product. The seller's only representation is that the material conforms to the label. No guarantee, express or implied, is made. Any error in shipment must be reported at once. Our liability in all instances is limited to the purchase price of the product. 11/2% per month interest which is an ANNUAL RATE of 18% will be charged on overdue accounts. tn event of suit to collect, buyer agrees to pay attorney's fees.

"1. To the extent that this order is covered by a prior written contract between us, it is accepted on the terms and conditions in that contract and the terms and conditions expressed herein are not intended to modify, change, or supersede such prior contract. To the extent that this order is not covered by such a contract, this instrument contains all of the terms and conditions with respect to the sale and purchase of material named herein. No modification of these terms and conditions shall be of any force unless such modification shall be signed by the party claimed to be bound thereby. If any of the provisions of Buyer's purchase order or other writings are in conflict with the terms and conditions of this invoice, the terms and conditions of this invoice shall govern,

"2. Seller's liability as to delivery ceases upon making delivery of material purchased hereunder to carrier at shipping point in good condition, the carrier acting as Buyer's agent.

"3. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF FITNESS OR OF MERCHANTABILITY OR OF ANY OTHER KIND WHATSOEVER EXCEPT THAT THE GOOD SOLD HEREUNDER SHALL BE OF THE QUANTITY ABOVE SPECIFIED. BUYER ASSUMES ALL THE RISK OF LIABILITY WHATSOEVER RESULTING FROM THE USE OF SUCH GOODS, WHETHER USED SINGULARLY OR IN COMBINATION WITH OTHER SUBSTANCES. SELLER'S LIABILITY FOR NONCONFORMING GOODS IS EXCLUSIVELY LIMITED, AT THE SELLER'S OPTION, TO REPLACEMENT OF THE DEFECTIVE GOODS OR THE PURCHASE PRICE OF SUCH GOODS AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

"4. No claim of any kind, whether as to goods delivered or for nondelivery of goods, shall be greater in amount than the purchase price of the goods in respect of which such damages are claimed; and failure to give notice of claim within thirty (30) days from date of delivery, or the date fixed for delivery, respectively, shall constitute a waiver by Buyer of all claims in respect of such goods. 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.

"5. The terms of payment applicable to this order are Seller's regular terms or those specifically quoted to Buyer. In the event Buyer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to Buyer's financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security. All delinquent balances are subject to a late charge of 11/2% per month or the maximum allowable under law, whichever is greater.

"6. Buyer shall reimburse Seller for all taxes, excise or other charges which Seller may be required to pay to any government (national, state or local) upon the sale, production or transportation, of the commodities sold hereunder,

"7. Performance of Seller will be excused in case of act of God, war, riots, fires, explosions, floods, strikes, lockouts, injunctions, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accidents, breakage of machinery or apparatus, national emergency, because performance is make impracticable by the occurrence of any other unforeseeable contingency, or because of compliance in good faith with any applicable foreign or domestic governmental statute, regulation or order whether or not it later proves to be invalid, preventing the manufacture, shipment, or acceptance of shipment of the material, or preventing any manufacture of a product upon which the manufacture of the materials of this contract is dependent. Any delivery so suspended shall be cancelled without liability, but the contract shall otherwise remain unaffected.

"8. This order is not assignable or transferable by Buyer, in whole or in part, except with the written consent of Seller.

"9. When in the opinion of Seller there is a period of shortages of supply of said materials for any reason, Seller may allocate its available supply among any or all of its various customers upon such basis as it shall deem fair and practicable, with no liability on its part for failure to deliver the quantity or any portion therein specified.

"10. Seller's weight taken at shipping point will govern.

"11. Buyer shall pay all reasonable cost, fees including attorney's fees, and expenses incurred by Seller in collecting monies due or to become due hereunder."