1. Agreement. These terms and conditions of sale (these “Terms”) are theonly terms which govern the sale of any products or services (collectively“Products”) by Supplier to the customer identified in the relevant agreement,quotation, work order, purchase order, order acknowledgment or invoice(“Customer”). As used herein, “Supplier” shall mean any one or more of thefollowing entities that has delivered these Terms to Customer in connectionwith the supply of Products and/or services: Oliver Healthcare PackagingCompany or Oliver Design LLC. These Terms apply to and are incorporatedinto any agreement to which they are attached and any quotation, work order,purchase order, or invoice accompanying these Terms (collectively, the“Agreement”). These Terms shall become effective upon the earliest of: (i)Supplier issuing a quotation, order acknowledgement or invoice to Customer;(ii) Customer’s receipt of the Products; (iii) Supplier’s receipt of payment infull or in part for the Products; or (iv) Customer’s and Supplier’s execution ofa written agreement regarding the sale of Products into which these Terms areincorporated. Notwithstanding anything herein to the contrary, if a writtencontract signed by both parties is in existence relating to the sale of theProducts covered hereby, the terms and conditions of said contract shallprevail to the extent they are inconsistent with these Terms.

2. Acceptance. These Terms prevail over any of Customer’s general termsand conditions of purchase regardless of whether or when Customer hassubmitted its purchase order or such terms. Fulfillment of Customer’s orderdoes not constitute acceptance of any of Customer’s terms and conditions anddoes not serve to modify or amend these Terms. Any terms and conditionsproposed by Customer in any product inquiry, purchase order or otherdocument that are different from, conflict with, or add to these Terms shall bedeemed to materially alter the offer and are hereby objected to and rejected bySupplier.

3. Purchase Price. Customer shall pay Supplier the purchase price for theProducts as listed in Supplier’s quotation, order acknowledgement or asotherwise set forth in Supplier’s invoice. All prices are in US dollars. Suppliermay change its prices at any time without notification; provided, however, thatunless revoked prior to acceptance, prices set forth in Supplier’s quotationshall be valid only for the period set forth in such quotation. Supplier’s pricesare exclusive of insurance, shipping, handling, and sales, use and excise taxesand any other similar taxes, duties and charges of any kind imposed by anygovernmental authority on any amounts payable by Customer. Customer shallhave the sole responsibility for payment of all such insurance, shipping,handling, taxes, duties and charges with respect to the purchase of anyProducts. If Customer is a tax-exempt entity, Customer shall present allappropriate documentation for any tax exemption to Supplier prior to placingits order. Tool fees payable by Customer are for the right to have the toolsused by Supplier for performance of an order; they do not convey title or rightof possession of any such tools.

4. Payment Terms. Customer shall pay all invoices within thirty (30) daysfrom the date of the invoice (unless specified otherwise on the invoice). IfCustomer fails to make any payments when due, Customer will be chargedinterest of one and one-half percent (1.5%) per month (eighteen percent (18%)per annum) or the maximum rate permitted by applicable law, whichever isless, on any overdue balance. Supplier is not obligated to extend credit orfinancing terms to Customer. Supplier may in its sole discretion revoke anycredit extended to Customer and require payment in full prior to Supplier’sdelivery of Products. If Supplier retains a collection agency or legal counselor incurs any out-of-pocket expenses to collect payments from Customer, allsuch costs will be added to the sums due, will bear interest at the rate set forthabove, and will be the responsibility of Customer. In addition to all otherremedies available under these Terms or at law (which Supplier does notwaive by the exercise of any rights hereunder), Supplier shall be entitled tosuspend the delivery of any Products if Customer fails to pay any amountswhen due hereunder. Customer agrees that, other than Supplier’s delivery ofthe Products, payment to Supplier is not contingent on any other occurrence,matter, or event including, without limitation, Customer’s receipt of paymentfrom any third party. Customer shall not withhold payment of any amountsdue and payable by reason of any set-off of any claim or dispute with Supplier,whether relating to Supplier’s breach, bankruptcy or otherwise.

5. Shipment and Delivery. Delivery of all Products shall be made F.O.B.origin and all freight and shipping charges are the responsibility of and shallbe paid by Customer. Manner of shipping and routing of shipments is at thediscretion of Customer unless otherwise agreed upon in writing by Supplierand Customer. Products will be delivered within a reasonable time afterreceipt of Customer’s purchase order, but Supplier shall not be liable for anydelays, loss or damage in transit. Supplier reserves the right to make deliveryof Products in installments; all such installments will be separately invoicedand paid for when due, without regard to subsequent deliveries. Quantities thatexceed or are less than the contracted quantity within 10% of the quantityordered shall constitute fulfillment of the order.

6. Title and Risk of Loss. Title to the Products and any risk of lossassociated with the Products shall pass to Customer at the time of delivery ofthe Products to the carrier for shipment to Customer. As collateral security forthe payment of the purchase price of the Products, Customer hereby grants toSupplier a lien on and security interest in and to all of the right, title andinterest of Customer in, to and under the Products, wherever located, andwhether now existing or hereafter arising or acquired from time to time, andin all accessions thereto and replacements or modifications thereof, as well asall proceeds (including insurance proceeds) of the foregoing. In the eventCustomer or its agent or representative picks up the Products at Supplier’splace of business or Supplier delivers the Products, title and risk of loss shallpass to Customer at the time of pick up by Customer, its agent orrepresentative, or shipment by Supplier. With regard to Products that arereturned to Supplier, title and risk of loss remain with Customer until receiptand acceptance of the Products by Supplier. All claims for damage andshortage in transit shall be made by Customer with the carrier, and Customerholds Supplier harmless for all such claims.

7. Cancellation. No order accepted by Supplier may be cancelled ormodified by Customer expect upon the written agreement of Supplier.

8. Reliance. Supplier may rely upon all information, data, dimensions,blueprints, schematics, diagrams, specifications, or other drawings orrepresentations, whether oral or in writing, provided by or on behalf ofCustomer and shall have no responsibility to make any independent inquiry orinvestigation thereof. Supplier assumes no obligation or liability for anyadvice or assistance given or results obtained; all such advice or assistance isgiven and accepted at Customer’s risk.

9. Inspection and Acceptance. Customer shall have ten (10) calendar daysfrom receipt of the Products to inspect the Products for conformance with thespecifications set forth in Supplier’s quotation, order acknowledgement or asmay otherwise be mutually agreed by the parties (the “Specifications”).Customer may reject Products that do not substantially conform to theSpecifications (“Non-Conforming Products”). All rejections shall be madein writing to Supplier and shall provide sufficient detail as to the reason forsuch rejection.

10. Returns. To return Non-Conforming Products, Customer shall contactSupplier for a Return Material Authorization (“RMA”) number. No returnswill be accepted without an RMA number. Supplier has sole discretion todetermine, after examination, whether returned Products are Non-ConformingProducts, and Supplier’s determination shall be binding on Customer.Customer’s sole and exclusive remedy for returned Products that have beenfound to be Non-Conforming Products shall be either, in Supplier’s solediscretion: (i) replacement of the returned Products; and/or (ii) reimbursementof the amount paid by Customer for the returned Products.

11. Limited Warranty; Disclaimer of Warranties. Supplier warrants that,upon delivery, all Products shall materially conform to the Specifications.Supplier hereby passes through to Customer any and all warranties forProducts manufactured by third parties only to the extent permitted by theoriginal manufacturer. EXCEPT AS OTHERWISE SET FORTH IN THISSECTION 11, ANY AND ALL OTHER REPRESENTATIONS ANDWARRANTIES OF SUPPLIER, EXPRESS OR IMPLIED, BYSTATUTE OR OTHERWISE (INCLUDING, WITHOUTLIMITATION, ANY WARRANTIES OF MERCHANTABILITY,QUALITY OR FITNESS FOR A PARTICULAR PURPOSE), ORARISING FROM A COURSE OF DEALING, USAGE OR TRADEPRACTICE WITH RESPECT TO THE PRODUCTS ARE HEREBYEXCLUDED AND DISCLAIMED, EXCEPT TO THE EXTENTPROHIBITED BY APPLICABLE LAW. Supplier shall not be liable for a Page 2909886.3breach of the warranty set forth in this Section 11 if: (i) Customer makes anyfurther use of such Products after giving such notice; (ii) the defect arisesbecause Customer failed to follow Supplier’s oral or written instructions as tothe storage, handling, shelf life or use of the Products; or (iii) Customer altersor repairs such Products without the prior written consent of Supplier.

12. Limitation of Liability. NOTWITHSTANDING ANYTHING TOTHE CONTRARY SET FORTH HEREIN, (A) IN NO EVENT SHALLSUPPLIER, ITS AFFILIATES AND EACH OF IT AND THEIRRESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES ANDAGENTS, HAVE ANY LIABILITY OR RESPONSIBILITY ON ANYCLAIM, WHETHER GROUNDED IN CONTRACT, TORT(INCLUDING NEGLIGENCE), ANY THEORY OF STRICTLIABILITY OR OTHERWISE, FOR LOSS OF PROFIT OR ANYINDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSSOR DAMAGES OF ANY KIND, WHETHER OR NOT FORESEEABLEAND REGARDLESS OF LEGAL THEORY, TO ANY PERSON ORENTITY, ARISING OUT OF OR IN CONNECTION WITH THEAGREEMENT AND (B) THE ENTIRE LIABILITY OF SUPPLIER(WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)OR ANY THEORY OF STRICT LIABILITY OR OTHERWISE)UNDER THE AGREEMENT SHALL NOT EXCEED THE TOTALPRICE PAID BY CUSTOMER TO SUPPLIER FOR THE PRODUCTSWHICH GIVE RISE TO THE CLAIM.

13. Indemnity. In addition to all other rights and remedies available toSupplier at law or in equity, Customer assumes the entire responsibility andliability for and agrees to indemnify, defend and hold harmless Supplier, itsofficers, directors, equity holders, agents, employees, successors and assignsfrom and against all and all claims, liabilities, damages, losses, and expenses,including attorneys’ fees, in connection with or arising, directly or indirectly,out of: (i) any actual or alleged improper use of any Product, (ii) anynegligence, omissions, or willful misconduct of Customer or any of itsemployees, agents or representatives, and (iii) any allegation that Productssupplied pursuant to Customer’s design or specifications infringe a patent,copyright, trademark, trade secret, or other proprietary right of a third party,whether such are provided alone or in combination with other products orprocesses. Customer shall not settle any such suit or claim without Supplier’sprior written approval.

14. Confidential Information. Customer agrees that all information anddata disclosed or submitted by Supplier under or pursuant to the Agreement,including, without limitation, that contained in drawings or specifications, isproprietary to Supplier and will not be used by Customer for any purpose otherthan fulfilling the Agreement, without Supplier’s prior written consent.

15. Force Majeure. Supplier shall not be liable or responsible to Customer,nor be deemed to have defaulted or breached the Agreement, for any failureor delay in fulfilling or performing any term of the Agreement when and tothe extent such failure or delay is caused by or results from acts orcircumstances beyond the reasonable control of Supplier including, withoutlimitation, acts of God, flood, fire, earthquake, explosion, governmentalactions, war, invasion or hostilities (whether war is declared or not), terroristthreats or acts, riot, or other civil unrest, national emergency, revolution,insurrection, epidemic, lockouts, strikes or other labor disputes (whether ornot relating to either party's workforce), or restraints or delays affectingcarriers or inability or delay in obtaining supplies of adequate or suitablematerials, materials or telecommunication breakdown or power outage. Uponany of the above events, Supplier will have the additional right to extend thetime to provide the Products under the Agreement or to cancel any openpurchase orders without any resulting liability to Customer.

16. Attorneys’ Fees. In the event of a dispute between the parties withregard to or arising out of the Agreement which results in litigation, theprevailing party shall have its attorneys’ fees, professionals’ fees, and costspaid by the losing party, and such sum may be added to any judgment enteredin the litigation. A party’s right to the foregoing shall not merge with but shallsurvive the entry of judgment, and shall extend to appeals and collection.

17. Assignment. Customer shall not assign, delegate, or otherwise transferany of its rights or obligations under the Agreement without the prior writtenapproval of Supplier. Any such assignment, delegation, or transfer withoutSupplier’s prior written consent shall be void. Supplier may assign, delegate,or transfer any and all of its rights and obligations under the Agreement at anytime and without prior written consent of Customer.

18. Severability. If one or more of the provisions of the Agreement is heldby a court of competent jurisdiction to be invalid, illegal, or unenforceable inany respect, such provision shall be modified or amended to the extentnecessary to remove the invalidity, illegality, or unenforceability. If theamendment or modification of such provision is impossible, the Agreementshall be construed as if it never contained the invalid, illegal, or unenforceableprovision, and such provision shall not affect any other provision of theAgreement.

19. No Third-Party Beneficiaries. The Agreement is for the sole benefit ofthe parties hereto and their respective successors and permitted assigns andnothing herein, express or implied, is intended to or shall confer upon anyother person or entity any legal or equitable right, benefit or remedy of anynature whatsoever under or by reason of the Agreement.

20. Relationship of the Parties. The relationship between the parties is thatof independent contractors. Nothing contained in the Agreement shall beconstrued as creating any agency, partnership, joint venture or other form ofjoint enterprise, employment or fiduciary relationship between the parties, andneither party shall have authority to contract for or bind the other party in anymanner whatsoever.

21. Governing Law. The Agreement shall be construed and enforcedexclusively in accordance with the substantive and procedural laws of theState of Michigan, without regard to principles of conflicts of law, and withoutregard to rules of construction relating to which party drafted the Agreement.The parties agree that the United Nations Convention on Contracts for theInternational Sale of Goods does not apply to this Agreement.

22. Exclusive Jurisdiction. Any legal suit, action or proceeding arising outof or relating to the Agreement shall be instituted in the federal courts of theUnited States of America or the courts of the State of Michigan, and each partyirrevocably submits to the exclusive jurisdiction of such courts in any suchsuit, action or proceeding.

23. Waiver. No claim or right arising out of a breach of these Terms byCustomer may be discharged in whole or in part by a waiver of the claim orright, unless the waiver is in writing signed by an authorized representative ofSupplier. Supplier’s waiver or acceptance of any breach by Customer of anyprovisions of the Agreement shall not constitute a waiver of, or an excuse for,nonperformance as to any other provision nor as to any prior or subsequentbreach of the same provision.

24. Entire Agreement. The Agreement shall be binding upon and inure tothe benefit of the parties and their respective successors and permitted assigns.The Agreement constitutes the complete and exclusive statement of the termsof the contract between the parties and the final expression of the terms ofsuch contract, and shall supersede all prior and contemporaneous agreements,inducements or conditions, express or implied, oral or written. No course ofprior dealings between the parties and no usage of trade shall be relevant tosupplement or explain any term in the Agreement. Supplier’s acceptance oracquiescence in a course of performance rendered by Customer pursuant tothe Agreement shall not be relevant to determine the meaning of this contracteven though Supplier has knowledge of the nature of the performance andopportunity for objection.

25. Commercial Transaction. Customer acknowledges, agrees, representsand warrants that the provision of Products to Customer by Supplier and thetransactions contemplated by the Agreement are commercial transactions andnot for personal, family or household use.