GLS Corporation Standard Terms and Conditions of Sale

Offer and Acceptance

These standard terms and conditions are a part of, and govern, all transactions between GLS Corporation and you, the buyer ("you" or "buyer"). You may submit, accept or confirm orders using your form documents; provided, however, that no terms or conditions therein shall apply. If any form document you submit to GLS Corporation constitutes an offer or acceptance of an offer to purchase products from GLS Corporation, these standard terms shall govern the resulting contract. Your acceptance of any offer by GLS Corporation to sell products to you must be limited to these standard terms and the additional terms set forth by GLS Corporation in such offer. You are hereby notified that GLS Corporation objects to any additional or different terms or conditions contained in any acceptance or any offer made by you. GLS Corporation shall not be deemed to have waived this provision if it fails to object to the conditions appearing in, incorporated by reference, or attached to any buyer's document. Buyer’s acceptance of products called for in either a sales contract of GLS Corporation or in a purchase order accepted by GLS Corporation shall constitute buyer's acceptance of these standard terms and conditions of sale.

Price, Quantity and Subject Matter

The price, quantity and subject matter of the products to be provided are specified on an accompanying invoice. Prices do not include shipping, insurance, sales or excise taxes, customs or duties; such charges may be separately itemized on this invoice and shall by paid by buyer. Delivery by GLS Corporation of 5% more or less products than the quantities specified on the invoice shall be deemed to be delivery of products ordered. The quantities and weight of products shown in the invoice shall govern all disputes between the parties, unless buyer gives notice of shortage to the agent of delivering carrier and GLS Corporation within 24 hours after receipt of products by buyer. A restocking charge will be assessed on returned goods.

Payment Terms

If GLS Corporation extends credit to you, payment is due within thirty (30) days after the date of invoice. Any and all clerical or stenographic errors on the invoice are subject to correction by GLS Corporation at any time. GLS Corporation may assess a finance charge against amount owed by you at the monthly rate of 1.5% (or the maximum rate permitted by law) for each month that payment is late. You agree to pay GLS Corporation's reasonable costs of collection, including attorney's fees for delinquent accounts. Title to the products sold hereunder shall remain with GLS Corporation until the entire purchase price and all other charges and expenses are paid. Until full payment is made GLS Corporation shall also have continuing senior security interests in all products delivered to buyer, as well as all proceeds, replacements, or substitutions of the products. Upon default by the buyer for any reason, GLS Corporation may, without notice to the buyer, declare all liabilities and obligations immediately due and payable and shall have all rights and remedies of a secured party under the uniform commercial code.

Container Deposit

GLS Corporation may require a deposit for the return of all product containers, which remain GLS Corporation's property. This deposit must be paid in full when the purchase price is due. GLS Corporation will refund such deposit to buyer provided: (I) product containers are returned to GLS Corporation's original point of shipment within ninety (90) days from date of invoice; (ii) buyer has paid in full all freight charges for the return of product containers; and (iii) all returned product containers are the same as originally shipped and show no evidence of abuse or use for purposes other than storing original contents. GLS Corporation may charge buyer for any necessary cleaning or repair due to damage, and may deduct these costs from the deposit. Buyer shall place all product container numbers on bills of lading and shipping papers to permit GLS Corporation to facilitate identification and return of any deposit to buyer.

Delivery

Unless otherwise specifically provided, delivery of products is f.o.b. GLS Corporation's shipping point. Risk of loss or damage shall pass to buyer upon delivery of the products by GLS Corporation to a carrier. Delivery, shipment and other performance dates are estimates only, and in no event shall GLS Corporation have any liability for loss of use or for any direct, consequential, or incidental damages resulting from any delay or failure in delivery, regardless of the reason(s) for such delay or failure.

Limited Warranty

GLS Corporation warrants that the products it manufactures are substantially free from defects in material and workmanship under normal use and conditions, as deemed by the product specifications. GLS Corporation will consider adjustment or replacement of defective products only if buyer submits written notice of any claimed defect to GLS Corporation within 15 days after buyer's receipt of such products or the original date fixed for delivery. Failure to give written notice of any claim within fifteen (15) days from date of delivery, or the date fixed for delivery shall constitute a waiver by buyer of all claims regarding such products. GLS Corporation shall not, under any circumstances, be responsible for any defects unless GLS Corporation has a full opportunity to investigate any claimed defects. Products may not be returned except by written permission of GLS Corporation; authorized returns will be at buyer's expense. GLS Corporation agrees to make available, at buyer's request and expense, all warranties, services, or any representations of patent rights made by any manufacturer regarding products sold by GLS Corporation. No adjustments or returns will at any time be considered, given or permitted as to any products designated by GLS Corporation, in any invoice or other document, as '"distressed," "off-spec.," or "past-shelf-life." These are the exclusive remedies available to buyer, and GLS Corporation's sole liabilities.

DISCLAIMER

GLS CORPORATION DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS SOLD HEREUNDER, INCLUDING BUT NOT LIMITED TO THE CONDITION, USE, SHELF-LIFE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR HANDLING CHARACTERISTICS OF THE PRODUCTS. GLS CORPORATION MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY WARRANTIES MADE BY MANUFACTURER OF PRODUCTS SOLD BY GLS CORPORATION, NOR WITH RESPECT TO THE NON-INFRINGEMENT OF ANY PATENT, PATENTABILITY, OR PROPRIETARY RIGHTS REGARDING THE PRODUCTS.

LIMITATION OF LIABILITY

GLS CORPORATION SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST TIME, LOST PROFITS, LOST SALES, DAMAGES FROM DELAYED OR FAILED SHIPMENT, OR THIRD PARTY CLAIMS) ARISING FROM TRANSACTIONS BETWEEN YOU AND GLS CORPORATION, NOR FROM HANDLING, USE, STORAGE METHODS, OR POSSESSION OF ITS PRODUCTS. YOU AGREE THAT GLS CORPORATION IS NOT LIABLE FOR ANY DAMAGE CLAIMS CONNECTED WITH THE APPLICABILITY OR ACCURACY OF ANY ADVICE OR INFORMATION, WRITTEN OR ORAL, GIVEN BY GLS CORPORATION, ITS AGENTS OR EMPLOYEES. GLS CORPORATION'S TOTAL LIABILITY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF TRANSACTIONS WITH YOU SHALL NOT EXCEED THE ACTUAL PRICE PAID FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE LIABILITY.

Indemnification

Buyer agrees to indemnify and hold harmless GLS Corporation, its affiliates, and employees and agents of any of them, from and against any and all actual or threatened liabilities, damages, losses, demands, judgments, causes of action, claims (including but not limited to, claims of patent, copyright and/or trade secret infringement), expenses, and costs including attorney's fees and investigation, fines, penalties, and any other charges which arise from or relate to buyer's actual or intended use of the products, or the performance, non-performance or purported performance of any covenant or agreement, or the breach of any representation, warranty, covenant or agreement hereunder.

Unforeseen Circumstances

All orders are subject to cancellation by GLS Corporation without liability in the event of any material adverse change in the cost or availability of materials or other unforeseen circumstances. Neither party shall be liable for any delay or failure to perform due to causes beyond reasonable control, including, without limitation, any acts of god, wars, fires, floods, accidents, labor disputes, shortages, governmental actions, or equipment failures.

Confidentiality

GLS Corporation and its agents and employees are under no obligation whatsoever to treat as confidential any disclosures made by you, your agents or employees, in connection with any transaction between the parties, unless otherwise agreed to in writing by GLS Corporation.

Modifications

No amendment change, alteration, modification, or waiver of any of the provisions hereof shall be binding on GLS Corporation unless made in writing and signed by an authorized representative of GLS Corporation. Failure of GLS Corporation to enforce any rights arising under the contract, including a breach or default by buyer, shall not be construed as a waiver of any other rights of GLS Corporation or any other breach or default by buyer. Should buyer breach this contract in any manner, buyer shall be liable to GLS Corporation for all costs and expenses incurred by GLS Corporation as a result, including reasonable attorney's fees. GLS Corporation reserves the right to assign or subcontract any or all of its rights and obligations hereunder, without the consent of the buyer, and without notice to the buyer. The rights and obligations of buyer hereunder may not be assigned without the prior written consent of GLS Corporation.

Termination

GLS Corporation may terminate the contract, in whole or in part, at any time, upon written notice to buyer. GLS Corporation shall not be liable to buyer for any losses, damages or expenses resulting from such termination. Upon termination by GLS Corporation, all charges for products shipped and any ancillary charges shall be immediately due and payable by buyer. This right of termination shall be additional to any and all rights GLS Corporation otherwise possesses. Buyer may not cancel or defer delivery of any orders without GLS Corporation's written consent, and then only upon terms that fully indemnify GLS Corporation against any and all loss.

Limitations for Suits

Any action relating to these terms and conditions, or to the parties' business relationship must be brought within one (1) year after such cause of action has accrued, or it shall be time-barred, notwithstanding any statutory limitations period to the contrary, except for an action by GLS Corporation for the price. For any action for the price brought by GLS Corporation against buyer, the 4-year limitations period or other limitations period then in force under the applicable statute shall apply.

Federal Labor Laws

GLS Corporation hereby certifies that all products sold were produced in compliance with all applicable requirements of sections 6, 7 and 12 of the fair labor standards act of 1938, as amended, and of regulations and orders of the administrator of the wage and hour divisions under section 14 thereof.

Governing Law

These terms shall be governed by the laws of Illinois without regard to that state's conflict of law principles. Buyer agrees that jurisdiction and venue of any legal action relating to the transactions shall be in the state of Illinois. These standard terms and conditions and accompanying invoice contain the entire agreement between the parties regarding the subject matter described herein, and supersede all prior and contemporaneous understandings and proposals, written or oral.