TERMS AND CONDITIONS OF PURCHASE

1. ACCEPTANCE

The terms and conditions herein become the exclusive and binding contract (the "Contract") between the parties covering the purchase of products and/or services ordered on the face of any Alumco, Inc, Aluminite purchase order when the order is accepted by Supplier by acknowledgment and/or commencement of performance. ALL CONTRACTS OR ADDENDUMS CHANGING, NULLIFYING OR MODIFYING THESE TERMS AND CONDITIONS, PROPOSED BY EITHER THE BUYER OR SUPPLIER ARE VALID ONLY WHEN ACCEPTED IN WRITING BY ALUMCO INC, CHIEF OPERATING OFFICER OR MATERIALS/SUPPLY CHAIN MANAGER. THIS INCLUDES BUT IS NOT LIMITED TO CONTRACTS, LEASES, PRODUCT LIABILITY, NON-DISCLOSURE AGREEMENTS AND CONTRACTS OF EXLUSIVITY FOR ALL PRODUCTS OR SERVICES DELIVERED UNDER THIS ORDER. DELIVERY OF ANY PRODUCT OR SERVICE UNDER THIS ORDER OR OTHERWISE, INCLUDING CREDIT CARD OR VERBAL AUTHORIZATION, SHALL NOT CONSTITUTE ACCEPTANCE OF SUPPLIER'S TERMS AND CONDITIONS. These terms and conditions, and any approved, additional terms or conditions stated on the face of a purchase order contain the entire Contract between Supplier and Alumco, Inc Failure of either party to enforce any of its rights and responsibilities hereunder shall not constitute a waiver of such rights or of any other rights hereunder. The remainder of these terms and conditions will still remain in full affect even if any part of these terms and conditions are nullified by any agreement between the Supplier and buyer, or court order.

2. PRICING

PRICING MAY NOT BE INCREASED, UNLESS SPECIFIED IN THE ORIGINAL AGREEEMENT BETWEEN THE SUPPLIER AND ALUMCO INC., THE SUPPLIER MUST PROVIDE SUPPORTING DOCUMENTATION, INCLUDING INDEXES AND MATERIAL INVOICING WHERE INDEXED PRICING IS AGREED TO BY ALUMCO INC. The Supplier agrees to take reasonable measures to reduce the total costs of the product or service provided to Alumco by a minimum of 3% annually. Supplier warrants that the prices for products or services ordered by Alumco, Inc are not in excess of prices charged to other customers for similar quantities and delivery requirements. Any price decrease applicable to products or services similar to products or services ordered herein shall automatically reduce the unit price of unshipped products or services not yet rendered by a comparable percentage, at the time of the price decrease.

3. INVOICES

Invoices shall include the following information: Alumco, Inc's purchase order number, Supplier's part number, Alumco's product number, product description, sizes, quantities, unit prices, and extended totals in addition to any other information specified by Alumco Inc's Bill of Lading. Payment of invoice shall not constitute acceptance of products and shall be subject to adjustment for errors, shortages, defects in the products or other failure of Supplier to meet the requirements of this order. If any term of this purchase order does not appear on or agree with Supplier's invoice as rendered, Supplier agrees that Alumco, Inc may change the invoice to conform to this purchase order and make payment accordingly. Alumco, Inc may at anytime, off-set Suppliers invoice or invoices any amounts owed to Alumco, Inc by Supplier.

4. CASH DISCOUNTS

In connection with the discount, if any, offered by Supplier for prompt payment, time will be computed from the latest of (i) the scheduled delivery date, (ii) the date of actual delivery, or (iii) the date an acceptable invoice is received by Alumco, Inc Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing of Alumco, Inc's check or the date of Alumco, Inc's wire transfer of funds.

5. TAXES AND EXPENSES

The payment of all costs related to the delivery of the products and services set forth in this purchase order shall be governed by the Incoterms specified on the purchase order, as defined by the International Chamber of Commerce, "Incoterms 2000." All taxes, customs, duty, and freight must be itemized on the Suppliers invoice where terms specify that the Supplier pays these fees on behalf of Alumco Inc.; Alumco Inc. is located in the State of Washington.

6. RISK ASSESMENT

Alumco shall have the continuing right to approve Supplier's financial condition. At Supplier's expense, Alumco may request an audited annual financial statement, and or Dunn & Bradstreet evaluation of Suppliers' financial condition. Alumco may at any time alter or suspend orders when in its opinion the financial position of the Supplier or the status of its accounts warrants such action or if Supplier (1) files a voluntary petition in bankruptcy; (2) an involuntary bankruptcy position is filed against Supplier; (3) a receiver or trustee is appointed for Supplier ;(4) Supplier executes an assignment for the benefit of creditors; (5)if in Alumco's opinion Supplier's financial condition changes or changes in personnel jeopardize Supplier's ability to ship goods.

7. QUALITY & CERTIFICATIONS:

No Change Clause: Seller shall make no change in design, materials, manufacturing location, manufacturing processes, or sources of supply, after buyer's acceptance of First Articles or after acceptance of the first completed end item, without the written approval of the buyer. The approval of the buyer will not be required for the seller to make changes in the source of supply of component parts so long as such supply source changes do not affect form, fit, function, quality, reliability or safety of the end item. Material Safety Data Sheet (MSDS) are required with each shipment of product that contains potentially harmful substances. Supplier must notify Aluminite of all non-conformances prior to delivery. Customer acceptance does not absolve Aluminite's supplier from providing acceptable product nor shall preclude subsequent rejection by the customer. Upon request by Aluminite, one (1) copy of the certification document specified below shall accompany each shipment or payment may be withheld until certification is received. Certification shall be signed by a responsible member of the vendor's firm. Each certification shall identify the Aluminite Purchase Order and shall identify the items covered by the certification. Materials requiring these documents that are received without certification may be rejected and returned at vendor's expense. a. Raw Material Identification: All raw material, including coil, plate, bar, extrusion, sheet, etc . . . . of aluminum, steel, or other material, must be accompanied by a signed and dated certification from the Seller indicating the product meets requirements of all applicable drawing, specifications, standards and purchase order. b. Inspection Data: One (1) copy of the item drawing or applicable catalog page shall accompany parts for receiving identification and inspection. c. Paint and Gloss: Suppliers of materials with painted surfaces, i.e. coil, extrusions; must document that paint, gloss, and durability meet or exceed the published Alumco Standards. d. Traceability: The vendor shall retain objective evidence of the quality of the item supplied (manufacturing, assembly, inspection, test and special process records) for the indicated period. These records shall be sufficient to prove conformance to all applicable specifications and drawings. These records shall be made available to Aluminite upon request.

8. OVERSHIPMENTS

Shipments must equal exact amounts or be within the tolerances specified in the original Supply Agreement between the Supplier and Alumco Inc, or if no Supply Agreement is in place then the quantity on the Purchase Order must be met. Alumco, Inc reserves the option to return, at Supplier's expense, any shipment of products either in excess of the amount stated on the face of the purchase order or in advance of the agreed upon schedule. Such shipments will be held at Supplier's risk and expense including reasonable storage charges while awaiting shipping instructions. Shipping charges for the return of excess quantities will be at Supplier's expense.

9. PACKAGING, MARKING, LABELING

All packaging, marking & labeling shall comply with the following: i. in accordance with good commercial practice ii. acceptable to common carriers for shipment at lowest possible rate and in accordance with ICC regulations. iii. properly protected to secure lowest transportation and insurance rates. iv. adequate to insure safe arrival of the products at the named destination and for storage and protection from weather. v. in compliance with Alumco's labeling and marking specifications. vi. Packing lists will contain Alumco & Supplier's part number cross reference and conversion data (i.e. feet to lbs., etc.) Supplier shall mark all containers with necessary lifting, handling, and shipping information, purchase order numbers, date of shipment and the name(s) of consignee and consignor. An itemized packaging list including Supplier's item number as well as Alumco's must accompany each shipment. No partial or complete delivery shall be made prior to the date or dates shown unless Alumco has given prior written consent.

10. FREIGHT TERMS, DUTY & TITLE TRANSFER TO GOODS

INTERNATIONAL: Freight (INCOTERMS) Alumco prefers FCA (ex Suppliers premise) Supplier is responsible only for loading the goods and not responsible for inland freight. Duty & Customs Fees: If applicable, Alumco is responsible for payment of all Applicable Duty, Customs, and Broker / Forwarder Fees as applicable. Title to Goods: Title to goods will transfer to Alumco once goods arrive at final destination. Alumco will consider DDU (Delivered Duty Paid) only if costs of this service are defined by Supplier, and negotiated in advance with Alumco. If Alumco accepts DDU Terms, these costs will show separately on the commercial invoice as separate line items. DOMESTIC: Freight Terms: F.O.B (Shipping Point) Carrier Selection: Alumco will specify carrier on Purchase Order. Title to Goods: Title to goods will transfer to Alumco once goods arrive at final destination. Alumco will consider Pre-paid Freight only if costs of this service are defined by Supplier and negotiated in advance with Alumco. If Alumco accepts Pre-paid Freight Terms, these costs will show separately on the commercial invoice as separate line items. Title to goods will transfer to Alumco once goods arrive at final destination per Bill of Lading.

11. WARRANTY AGAINST INFRINGEMENT AND ENCUMBRANCES

Supplier warrants that all products supplied are free from claims of others with respect to royalties, patent rights, and mechanics' liens or other encumbrances or charges. Supplier further warrants that the sale or use of products covered by this purchase order either alone, or in combination with other materials, will not infringe, misappropriate or contribute to the infringement or misappropriation of any patents, copyrights, trade secrets, trademarks, or other intellectual property rights either in the U.S.A. or foreign countries, and Supplier shall indemnify, defend and hold Alumco, Inc harmless from all liability, damages, settlements, costs and expenses for all claims and suits made or brought against Alumco, Inc or any party selling or using any products provided hereunder for any alleged infringement of any patents, copyrights, trade secrets, trademarks, or other intellectual property rights by reason of the sale or use of said products either alone, or in combination with other products and to pay all expenses and fees of counsel which shall be incurred in connection with defending every such claim or suit and all related costs, damages, settlements and profits.

12. PRODUCT WARRANTY

Where design is Supplier's responsibility, products shall be free from defects in design. Supplier shall comply with the requirements of this Contract, including compliance with any drawings or specifications incorporated herein or to any samples furnished by Supplier. The foregoing warranties are in addition to all other warranties, whether expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by Alumco, Inc. Where design is Alumco, Inc's responsibility, Supplier shall comply with the requirements of this Contract, including compliance with any drawings or specifications incorporated herein or to any samples furnished by Supplier. The foregoing warranties are in addition to all other warranties, whether expressed or implied, and shall survive any delivery, inspection, acceptance, or payment by Alumco, Inc. If special tooling used in the performance of this order has been charged to this order, or to this order and other orders placed by Alumco Inc, title to such special tooling shall vest in Alumco Inc, at the option of Alumco Inc. Such tooling is to be used only in the performance of such purchase orders unless otherwise approved by Alumco Inc. Supplier agrees that it will follow normal industry practice in the identification and maintenance of the property control records on all such tooling, and will make such records available for inspection by Alumco Inc or the Government at all reasonable times. After the termination or completion of such order(s) and upon the request of Alumco Inc, Supplier shall furnish a list of such tooling in the form requested and shall make such tooling available for disposition by Alumco Inc (a) Supplier warrants that all products delivered, including all components and raw materials incorporated therein as well as products corrected under this warranty, shall be free from defects in workmanship, materials, and conform to the drawing specified on this purchase order for the greater of (i) the Suppliers warranty (ii) twenty-four 24) months, (iii) the warranty provided to the end user by the manufacturer. (b) If any products delivered hereunder do not meet the warranties specified herein or otherwise applicable, Alumco, Inc, may at its election (i) require Supplier to promptly correct, at no cost to Alumco, Inc, any defective or non-conforming products by repair or replacement, at the location as specified by Alumco, Inc, or (ii) return such defective or non-conforming products at Supplier's expense to Supplier, and recover from Supplier the order price thereof (iii) if labor costs are incurred by Alumco, they will be charged back to the Supplier as negotiated by Alumco Purchasing. The foregoing remedies are in addition to all other remedies at law or in equity or under this order for damages or otherwise, and shall not be deemed to be exclusive. All warranties shall run to Alumco, Inc and to its customers. (c) Alumco, Inc's approval of Supplier's product or design shall not relieve Supplier of the warranties set forth in this clause, nor shall waiver by Alumco, Inc of any drawing or specification requirement for one or more of the products constitute a waiver of such requirements for the remaining products to be delivered hereunder unless so stated by Alumco, Inc in writing. The provisions of this clause shall not limit or affect the rights of Alumco, Inc under the clause hereof entitled "Inspection".

13. GREEN PROCUREMENT AND ENVIRONMENTAL REQUIREMENTS

It is the Supplier's sole responsibility for complying with International, Federal, State, and Local laws and regulations.

14. CHANGES

Alumco, Inc may by a written order suspend performance within 30 days of a scheduled delivery, increase or decrease ordered quantities, or make changes in any one or more of the following: (a) applicable drawings, designs or specifications, (b) method of shipment or packing, and/or (c) place of delivery Alumco, Inc reserves the right to reschedule and/or cancel, by written order, any shipment forty five (45) days prior to its receipt at no charge. The provisions of this paragraph 14 shall not limit or affect Alumco, Inc's right to terminate this purchase order for default of Supplier. If any such change causes an increase or decrease in the cost of, or the time required for performance of, this order, an equitable adjustment shall be made in the order price or delivery schedule, or both, and the order shall be modified in writing accordingly. No claim by Supplier for adjustment hereunder shall be valid unless asserted in writing accompanied by an estimate of costs, three (3) business days from the date of receipt of change notification by Supplier. Supplier must submit its final claim in writing with supporting documentation within the next succeeding ten (10) day period. Failure of Supplier to submit an estimate of costs within 3 business days and a final claim within the next succeeding ten (10) days as provided above, shall constitute an unconditional and absolute waiver by Supplier of any right to make a claim for adjustment. Supplier agrees that claims will not exceed the actual costs incurred by the Supplier. Alumco, Inc reserves the right to verify claims hereunder and Supplier shall make available to Alumco, Inc, upon its request, all relevant books, records, inventories, invoices and facilities for its inspection and audit.

15. WAIVER

The failure of Alumco, Inc to enforce, at any time, any of the provisions of this order, or to exercise any election or option provided herein, or to require at any time performance by Supplier of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this order or any part thereof, or the right of Alumco, Inc thereafter to enforce each and every such provision.

16. ALUMCO, INC'S PROTECTION IN CONNECTION WITH WORK DONE AT ITS PLANT

Supplier shall take such steps as may be reasonably necessary to prevent personal injury or property damage during any work hereunder that may be performed by any employees, agents or subcontractors of Supplier at Alumco, Inc's plant or facilities and Supplier shall defend, indemnify and hold Alumco, Inc harmless from and against all loss, liability, and damages arising from or caused directly or indirectly by any act or omission of such agents, employees, or subcontractors of Supplier. Supplier shall maintain insurance against public liability and property damage, including, but not limited to, Employee's Liability and Compensation Insurance, as will protect Alumco, Inc against the aforementioned risks and against any claims under any Workmen's Compensation and Occupational Disease Acts. Supplier shall furnish Certificate of Insurance upon demand by Alumco.

17. COMPLIANCE WITH LAWS

Supplier warrants that no law, rule or ordinance of the United States, a state or any other governmental agency has been violated in the manufacture or sale of the products or in the performance of services covered by this order, and will defend, indemnify and hold Alumco, Inc harmless from loss, cost or damage as a result of any such actual or alleged violation. Upon written request by Alumco, Inc, Supplier agrees to execute and furnish a certification of compliance, which may be on Alumco, Inc's form and which shall certify compliance with any applicable federal, state or local laws or regulations, including but not limited to, FLSA, EEO, OSHA, and any Economic Control statutes or regulations as applicable.. Supplier warrants specifically that is in compliance with the requirements of Executive Order 11246, 11625, 11758, Section 503 of the Rehabilitation Act of 1973, Executive Order 11701 and the Vietnam Era Veterans Readjustment Act of 1974.

18. GRATUITIES

Supplier warrants that it has not offered or given and will not offer or give to any employee, agent or representative of Alumco, Inc any gratuity with a view toward securing any business from Alumco, Inc or influencing such person with respect to the terms, conditions or performance of any contract with or order from Alumco, Inc Any breach of this warranty shall be a material breach of each and every contract between Alumco, Inc and Supplier.

19. NON-DISCLOSURE OF CONFIDENTIAL MATTER AND PUBLICITY

Products purchased pursuant to Alumco, Inc's specifications or drawings shall not be quoted for sale to others without prior written authorization by Alumco, Inc's Chief Operating Officer or President. Such specifications, drawings, samples, or other data furnished by Alumco, Inc shall not be used or disclosed by Supplier except as expressly provided herein, shall be treated by Supplier as confidential information, shall remain Alumco, Inc's property and shall be promptly returned to Alumco, Inc upon request. Any publicity regarding this order (including, without limitation, pictures, descriptions or samples) is prohibited except with Alumco, Inc's prior written approval.

20. ASSIGNMENTS

Supplier shall not delegate any duties or obligations, nor assign any rights or claims under this order (including, without limitation, the right to receive moneys due hereunder), without the prior written consent of Alumco, Inc any purported delegation or assignment, without such consent, shall be null and void.

21. FORCE MAJEURE

In the event of an actual or potential delay or failure of performance because of acts of God, or other causes beyond Supplier's control, including but not limited to labor disputes, Supplier shall immediately give notice thereof to Alumco, Inc In the event of any of the foregoing, Alumco, Inc has the option of either (i) extending time of performance, or (ii) terminating the uncompleted portion of the order at no cost to Alumco, Inc