DBA A to Z Auto Lights TERMS of SALE PAYMENT. Buyer agrees to pay the full amount of the invoice at the office of A to Z Auto Lights when due and will not take, under any circumstances, any offsets or credits. Buyer represents and warrants that it has the financial ability, responsibility, and willingness to pay for the goods on the terms and conditions contained herein.  LATE PAYMENT. All payments made after the due date stated on the reverse side of this Agreement shall be subject to a service charge of two percent (2%) of the total amount due or the maximum amount allowed by law. Acceptance of this service charge by A to Z Auto Lights shall not be deemed a waiver of any rights A to Z Auto Lights may have by reason of Buyer?s nonpayment. TAXES. Prices are exclusive of all sales, use, excise, or other taxes imposed by any Governmental body. Any tax A to Z Auto Lights may be required to collect or pay upon sale, delivery, or use of the goods shall be borne by Buyer and such sum shall be due and payable to A to Z Auto Lights upon delivery or when due, unless Buyer provides A to Z Auto Lights with the proper tax exemption certificate. DELIVERY. Except as otherwise specifically set forth on the face of the invoice, delivery will be made F.O.B. A to Z Auto Lights? place of business with all shipping charges to be paid by Buyer to carrier. A to Z Auto Lights assumes no liability in connection with shipment, nor shall any carrier be constructed as an agent of A to Z Auto Lights. Delivery dates are estimated only and A to Z Auto Lights shall not be liable for any delay. SPECIFICATIONS. A to Z Auto Lights reserves the right, without prior approval or notice to Buyer, to make changes in the goods and to substitute goods manufactured to those changes, provided that the goods delivered substantially conform to the specifications.  TITLE AND RISK OF LOSS. Title and risk of loss for all goods shall pass to Buyer upon delivery by A to Z Auto Lights to the carrier. Until the purchase price is paid in full, Buyer grants to A to Z Auto Lights a security interest in the goods as a whole and individually, together with any proceeds, including accounts receivable there from. In furtherance thereof, Buyer agrees upon demand to execute and deliver to A to Z Auto Lights all documents, including financing statements evidencing such security interest, in a form satisfactory for filing with appropriate filing officers in order that A to Z Auto Lights may perfect its security interest.  BUYER?S INSPECTION OF GOODS. Buyer shall inspect the goods immediately upon their arrival and shall within ten (10) days of their arrival give written notice to A to Z Auto Lights of any claim of shortage or any claim that the goods do not conform to the terms of this Agreement. Buyer expressly waives any rights Buyer may have to revoke acceptance after such ten day period. LIMITATION OF BUYER?S REMEDIES. The Buyer?s remedy set forth in this paragraph shall be in lieu of all other remedies, statutory or otherwise. In the event that any goods do not conform to the description set forth in this Agreement, Buyer?s exclusive remedy shall be the repair or replacement of the goods (in A to Z Auto Lights? sole discretion) within a reasonable time. All goods claimed to be non-conforming must be returned to A to Z Auto Lights place of business with this document. A to Z Auto Lights? acceptance of any goods so shipped shall not be deemed an admission that the goods are non-conforming, and if A to Z Auto Lights finds any goods returned are not defective, which finding shall be conclusive, such goods may be reshipped to Buyer at Buyer?s expense and Buyer shall pay for all shipping and handling charges incurred by A to Z Auto Lights. In no event, regardless of the form of the action, shall A to Z Auto Lights be liable for any loss of use, interruption of business, or indirect, incidental, special, consequential, or any other damages of any kind, even if A to Z Auto Lights accepts goods returned by Buyer.  RETURNS and EXCHANGES.  All returns must be received no later than thirty (6) months from the invoiced date. The return amount shall be the invoiced amount less any shipping and handling fees.  A to Z Auto Lights reserves the right to evaluate all returns and its decision concerning damage assessment shall be conclusive. REMEDIES and ATTORNEY?S FEES. If Buyer breaches any promise or covenant contained in this Agreement, Buyer shall pay all costs and expenses (including reasonable attorney?s fees) incurred by A to Z Auto Lights to enforce this Agreement or to pursue any applicable remedy whether incurred with or without litigation, on appeal, or otherwise. A to Z Auto Lights shall be entitled to all remedies provided for under the Uniform Commercial Code as adopted in the State of Utah.  TERMINATION. A to Z Auto Lights shall have the right to terminate this Agreement if, in A to Z Auto Lights? reasonable judgment: (a) Buyer?s financial condition does not justify the terms of payment specified above, unless Buyer immediately pays for all goods which have been delivered; (b) Buyer makes an assignment for the benefit of creditors or a receiver, trustee in bankruptcy, or similar officer as appointed to take charge of all or any part of Buyer?s property or business; (c) Buyer is adjudicated a bankrupt; or (d) Buyer neglects or fails to perform or observe any of its obligations hereunder and such condition is not remedied within ten (10) days after written notice to Buyer.  NON-WAIVER. Waiver by A to Z Auto Lights of any breach by Buyer of any promise or covenant contained in this Agreement shall not be deemed a waiver of any other breach. TECHNICAL ADVICE. Buyer agrees that any technical advice not expressly set forth herein furnished by A to Z Auto Lights with reference to the use of the goods is given gratis and A to Z Auto Lights assumes no obligation or liability therefore, all such advice being given and accepted at Buyer?s risk. CANCELLATION. An order or part of any order can be canceled only upon written notice received by A to Z Auto Lights prior to shipment of goods.  APPLICABLE LAW. This Agreement shall be governed in all respects by laws of the State of Utah. Any action arising out of this Agreement or the performance hereof shall be brought and maintained in the appropriate court in Salt Lake County, Utah.  MISCELLANEOUS. Either A to Z Auto Lights or Buyer may assign its rights under this Agreement, but neither may, without the written consent of the other, delegate its performance to another party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and their permitted. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all other prior agreements, understandings and representations. Any additional or different terms proposed by Buyer in its purchase order, contract, or agreement are rejected unless expressly assented to in writing by A to Z Auto Lights. No course of prior dealings between the parties and no usage of trade shall be relevant or admissible to supplement or explain any of the terms or conditions set forth herein. No additions or modifications to this Agreement shall be effective unless in writing signed by the parties hereto.