PBR Graphics, Inc. TERMS AND CONDITIONS OF SALE

1. QUOTATION A quotation not accepted within thirty (30) days is subject to review. Pricing is subject to revision based on review of digital files.

2. ORDERS Acceptance of orders is subject to credit approval. Orders regularly entered, verbal or written, cannot be cancelled except upon terms that will compensate PBR Graphics, Inc. (hereafter referred to as PBR GRAPHICS) against loss.

3. EXPERIMENTAL WORK Experimental work performed at customer's request, such as sketches, drawings, composition, plates, presswork and materials will be charged for at current rates and may not be used without consent of PBR GRAPHICS.

4. PREPARATORY WORK Sketches, copy dummies, and all preparatory work created or furnished by PBR GRAPHICS shall remain the exclusive property of PBR GRAPHICS and no use of same shall be made, nor any ideas obtained there from be used, except upon compensation to be determined by PBR GRAPHICS.

5. CONDITION OF COPY Estimates for all prepress charges are always based upon the complete readiness of electronic file(s). Electronic file(s) are agreed to be "output-ready" if they are ready for imaging directly to plate in the proper printing format, with no alteration, as dictated by the printing order. Additionally, all printing orders which utilize electronic technology ("output-ready" or otherwise) must be accompanied by hard copy and proper identification and documentation as deemed necessary by PBR GRAPHICS. All transferable electronic media is required to be in proper physical as well as electronic condition. For the purpose of production compatibility, all images and artwork may be subject to physical manipulation. This includes, but is not limited to, oil mounting, the dismounting of slides and photographs.

Every effort will be made to return such material to its original state using any remaining provided material. Condition of copy which deviates from this standard is subject to re-estimating and pricing review by PBR GRAPHICS at time of submission of copy, unless otherwise specified in estimate. Any changes or additional pre-press work will be charged by the hour, at current rates.

6. ACCURACY OF SPECIFICATIONS Quotations are based on the accuracy of the specifications provided. The provider can requote a job at the time of submission if copy, disks, or other input materials do not conform to the information on which the original quotation was based.

7. PREPARATORY MATERIALS Artwork, type, plates, and other items when supplied by PBR GRAPHICS shall remain the exclusive property of PBR GRAPHICS. Archiving of electronic files will be done at the customer's request only and will be charged accordingly.

8. ALTERATIONS Author's Alterations represent work performed in addition to the original specifications. Such additional work shall be charged at current rates and be supported with documentation upon request. Alterations will cause additional time and may alter the delivery schedule.

9. PROOFS Proofs shall be submitted with original copy. Corrections are to be made on "master set," returned marked "O.K." or "O.K. with corrections" and signed by customer. If revised proofs are desired, request must be made when proofs are returned. PBR GRAPHICS regrets any errors that may occur through production undetected but cannot be held responsible for errors if the work is printed per customer's O.K. or if changes are communicated verbally. PBR GRAPHICS shall not be responsible for errors if the customer has not ordered or has refused to accept proofs or has failed to return proof with indication of changes or has instructed printer to proceed without submission of proofs. PROOF OUT OF SHOP OVER 24 HOURS or returned with changes will affect previous delivery commitments proportionately. Other Customer delays of job will also affect any previous delivery commitments.

10. PRESS PROOFS Unless specifically provided in PBR GRAPHICS quotation, press proofs will be charged for at current rates. An inspection sheet at time of printing of any form can be submitted for customer approval at no charge if requested at quote stage. Changes, corrections or lost press time due to customer's change of mind or delay will be charged for at current rates.

11. COLOR PROOFING Because of differences in equipment, paper, inks and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable performance. Special inks and proofing stocks will be forwarded to customer's suppliers upon request at current rates.

12. OVER RUNS OR UNDER RUNS Unless a predetermined amount is agreed upon prior to running, PBR Graphics will invoice the customer for the amount ordered, and any under run will be adjusted based on PBR Graphics normal pricing calculations. Over runs and under runs are charged at the additional 1000s unit price. Over runs will not be invoiced or delivered unless agreed upon at the time of order or delivery in writing. If customer requires guaranteed "no less than" delivery, it must be stated at the time of quotation and/or order.

13. CUSTOMER'S PROPERTY PBR GRAPHICS will maintain fire, extended coverage, vandalism, malicious mischief, and sprinkler leakage insurance on all property belonging to the customer, while such property is in PBR GRAPHICS's possession; PBR GRAPHICS's liability for such property shall not exceed the amount recoverable from such insurance.

14. DELIVERY Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. PBR Graphics. Proposals are based on continuous and uninterrupted delivery of complete order, unless specifications distinctly state otherwise. Charges related to delivery from customer to PBR GRAPHICS or from customer's supplier to PBR GRAPHICS are not included in any quotations unless specified. Special priority pickup or delivery service will be provided at current rates upon customer's request. Materials delivered from customer or his suppliers are verified with delivery ticket as to cartons, packages or items shown only. The accuracy of quantities indicated on such tickets cannot be verified, and PBR GRAPHICS cannot accept liability for shortage based on supplier's tickets. Title for finished work shall pass to the customer upon delivery, to carrier at shipping point or upon mailing of invoices for finished work – whichever occurs first.

15. PRODUCTION SCHEDULES Production schedules will be established and adhered to by customer and PBR GRAPHICS, provided that neither shall incur any liability or penalty for delays due to state of war, terrorism, riot, civil disorder, fire, strikes, accidents, action of Government or civil authority, and acts of God or other causes beyond the control of customer or PBR GRAPHICS.

16. CUSTOMER FURNISHED MATERIALS Paper stock, copy, film, color separations, and other customer furnished materials shall be manufactured, packed, and delivered to PBR GRAPHICS's specifications. Additional cost due to delays or impaired production caused by specification deficiencies shall be charged to the customer.

17. TERMS Payment is to be made in full within the period of stated terms. Payment shall be made at the time of customer pickup or delivery to customer unless otherwise provided in writing. Invoice terms are due upon receipt unless otherwise provided in writing. A 1.5% per month (18% per year) finance charge will be charged for amounts over 30 days. Claims for defects, damages, or shortages must be made by the customer in writing within a period of two (2) business days after delivery. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions, and specifications. PBR GRAPHICS's liability shall be limited to stated selling price of any defective goods and shall in no event include special or consequential damages, including profits (or profits lost). As security for payment of any sum due or to become due under terms of any Agreement, PBR GRAPHICS shall have the right, if necessary, to retain possession of and shall have a lien on all customer property in PBR GRAPHICS's possession including work in process and finished work. The extension of credit or the acceptance of notes, trade acceptances, or guarantee of payment shall not affect such security interest and lien. Upon the acceptance of order the customer agrees that if collection of any monies herein is placed with an Attorney for collection, the customer will pay all Court costs plus a reasonable attorney's fee.

18. INDEMNIFICATION The customer shall indemnify and hold harmless PBR GRAPHICS from any and all loss, cost, expense, and damages on account of any and all manner of claims, demands, actions and proceedings that may be instituted against PBR GRAPHICS on grounds alleging that the said printing violates any copyright or any proprietary right of any person, or that it contains any matter that is libelous or scandalous, or invades any person's right to privacy or other personal rights except the extent that the printer has contributed to the matter. The customer agrees to, at the customer's own expense, promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against PBR GRAPHICS, provided that PBR GRAPHICS shall promptly notify the customer with respect thereto, and provided further that PBR GRAPHICS shall give to the customer such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.

19. ACCEPTANCE OF THE QUOTATION Creates a binding contract (listed above) between the customer and PBR GRAPHICS.

20. TAX MA, VT, CT, NY state sales taxes will be added unless a tax exemption form or resale form is furnished or on file.