Terms & Conditions

TRAFFICGUARD DIRECT, INC.


TERMS AND CONDITIONS OF SALE


1. Terms and Conditions These terms and conditions apply to any sales from TrafficGuard Direct, Inc., its affiliates or assignees ("TrafficGuard"), to Customer and any quotation or proposal by TrafficGuard. Any different or additional terms in any documents from Customer are objected to and rejected, are deemed to materially alter these terms, and will not become part of any contract. Customer acknowledges that these terms and conditions, and TrafficGuard's proposal if any, constitute the entire agreement between TrafficGuard and Customer and supersede any prior agreements and representations. Customer acknowledges and agrees that any prior or contemporaneous promises, agreements, or representations, whether oral or written, or created through custom, usage, or course of dealing are also superseded by these terms and conditions. No waiver of any of these terms and conditions will be valid unless in writing and signed by an authorized representative of TrafficGuard.

2. Purchase Price and Payment Terms Payment for all material and goods purchased (the "Goods"), as well as for freight is due 30 days after date of TrafficGuard's invoice, or earlier if otherwise agreed. Interest payable on late payments will be one and one-half percent per month (or the maximum legal rate if less).

3. Taxes Customer will be solely responsible for payment directly to taxing authority or reimbursement to TrafficGuard, when paid by TrafficGuard, of all sales, use or similar taxes, and any duties or permits or any other fees imposed upon this transaction by any level of government whether due at the time of sale or later (excluding TrafficGuard's income taxes).

4. Delivery; Force Majeure All prices are F.O.B. point of shipment, and Customer will pay all freight expense. Quoted lead times are subject to change at any time until order is placed by Customer and accepted by TrafficGuard. Shipping and delivery dates stated are approximate. TrafficGuard will not be liable for any delay in performing or for partial or complete failure to perform hereunder if such delay or failure is due to fire, flood, explosion, Act of God, force majeure, accident, war, intervention of governmental authorities, strikes, labor disputes, material shortages, transportation delays, any act or omission of Customer, its agents or employees or any party retained by, through or under any of them, or any other cause similar or dissimilar which is beyond TrafficGuard's reasonable control.

5. AcceptanceThe Goods will be deemed accepted by Customer upon the earliest of (i) written acceptance, (ii) thirty (30) days after delivery to Customer, or (iii) commencement of beneficial use of the Goods. Upon such acceptance, payment of any unpaid balance of the purchase price will be due. Payment in full shall also constitute acceptance and waiver of all claims other than claims relating to warranty or liens.

6. Confidential Data The drawings and specifications of any TrafficGuard proposal or any quotation is confidential data, and represent TrafficGuard's investment in skill and development and remains the property of TrafficGuard. All confidential information will not be disclosed or used by Customer or its successors or assigns in any manner.

7. Warranty/Installation

a. Warranty period shall start upon acceptance of the Goods. TrafficGuard warrants that from the start of warranty
period and for the following 12 months, the Goods will be free from defects in workmanship and materials if
properly installed, used and maintained by Customer.

b. This warranty does not cover any defects or failure due to vandalism, negligence, abuse, accidents, lack of
maintenance or improper installation, use not in accordance with instruction or defects or failure due to products tampered with or altered, modified, replaced or repaired by anyone when not previously approved by TrafficGuard. Customer acknowledges that they are solely responsible for installation of the Goods, including location, and agrees to perform such installation in accordance with TrafficGuard's written instructions, and assumes all responsibility for and liability arising from such installation.

c. Transportation and shipping charges for return of the alleged defective product will be assumed by TrafficGuard only if returned by the Customer in strict accordance with written instruction of TrafficGuard and at its request.

d. During the warranty period, TrafficGuard will assume transportation charges for shipment of repaired or replaced Goods to the Customer, but will not be responsible for providing the cost of labor to removal or installation of the alleged defective Goods or any replacement.

e. TrafficGuard's liability and the Customer's remedy under during the warranty period is limited to the repair or replacement, at TrafficGuard's option, of Goods found in TrafficGuard's reasonable judgment to have been defective in workmanship or materials and only if TrafficGuard is given written notice specifying the particular defect within 30 days after the date that such defects were discovered or should have been discovered (and in any event not more than 30 days after the last day of the warranty period stated above), and TrafficGuard's examination confirms the claim to its satisfaction. All cost of removal and installation or reinstallation of parts, whether or not defective, including installation of replacement parts furnished by TrafficGuard, will be paid for by Customer. Repaired or replaced Goods are individually warranted only for the balance of the agreed upon warranty. The remedies of buyer for any breach of warranty shall be limited to those provided herein

8. DISCLAIMER OF OTHER WARRANTIES
THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER MUST GIVE WRITTEN NOTICE TO TRAFFICGUARD OF ANY DEFECTS WITHIN 30 DAYS FROM THE DATE THAT SUCH DEFECTS WERE DISCOVERED OR SHOULD HAVE BEEN DISCOVERED AND IN ANY EVENT WITHIN 30 DAYS AFTER THE LAST DAY OF THE APPLICABLE WARRANTY PERIOD. FAILURE BY CUSTOMER TO GIVE SUCH WRITTEN NOTICE TO TRAFFICGUARD OF DEFECTS WILL CONSTITUTE A WAIVER BY CUSTOMER OF ALL CLAIMS OR WARRANTY REMEDIES FOR SAID DEFECTS.

9. LIMITATION OF LIABILITY
CUSTOMER AGREES THAT IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR ANY OTHER CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF LEGAL ACTION OR THE THEORY OF RECOVERY, WILL TRAFFICGUARD BE LIABLE FOR (I) CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY OTHER PROPERTY, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS OR CLAIMS OF CUSTOMER'S CLIENTS FOR SUCH DAMAGES, NOR (II) ANY LOSSES OR DAMAGES UNDER ANY CLAIM OF ANY KIND, IN EXCESS OF THE PURCHASE PRICE ACTUALLY PAID TO TRAFFICGUARD FOR THE GOODS WHICH GIVES RISE TO THE CLAIM. ALL SUCH LIABILITY WILL TERMINATE UPON EXPIRATION OF THE WARRANTY PERIOD.

10. Risk of Loss Risk of loss passes to Customer upon delivery of any portion of the Goods to a carrier for shipment.

11. Costs of Collection; Indemnification

a. In the event Customer shall default in its obligations hereunder, Customer shall be liable for TrafficGuard's costs
of collection, including reasonable attorneys' fees, whether or not suit is actually filed.

b. Customer agrees to indemnify, defend and hold harmless TrafficGuard, its affiliates, successors and assigns from and against any liabilities, claims, demands, damages, losses and expenses (including attorneys fees) arising from any act or omission of Customer or its employees or agents or any party under Customer's direction or anyone acting on behalf of Customer; this includes (without limitation) personal injury or death to any person (whether an employee of Customer or any other person) and damage to any property. TrafficGuard does not indemnify
Customer.

12. Assignment Customer may not assign in whole or in part without written consent of TrafficGuard. TrafficGuard may
assign its rights and/or obligations hereunder.

13. Notice Notice under this Agreement will be deemed given (i) when sent by fax or email with electronic confirmation
of receipt, or (ii) one business day after being sent by reliable overnight courier, or (iii) three business days after being placed in a postage prepaid envelope, registered or certified mail, and deposited with the U.S. Post office, properly addressed.

14. Governing Law This Agreement and any dispute related directly or indirectly to this Agreement will be governed by the laws of the State of Illinois.