1. ACCEPTANCE OF ORDER. The acceptance by Seller (Quantum Composers, Inc) of the Buyer’s order is expressly contingent upon Buyer’s acceptance of the Terms and Conditions stated herein, unless otherwise specifically agreed in writing signed by the Seller.

2. PRICE. (a) Unless stated otherwise, all prices quoted are in U.S. Dollars, F.O.B. Seller’s place of business in Bozeman, MT. Possession of goods shall pass to the Buyer on delivery by Seller to the carrier at point of shipment. Buyer will be responsible for freight and insurance charges for all goods shipped under the purchase agreement. (b) Prices and orders do not include federal, state or local excise, sales, use or other taxes now or hereinafter enacted, which are applicable to the goods sols hereunder. Such tax or taxes will be added by Seller to the sales price when Seller has the legal obligation to collect the same and will be invoiced to and paid by Buyer, unless Buyer provides Seller with a proper tax exemption certificate. (c) Prices quoted are for goods and services only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller’s standard tests unless expressly agreed to in writing by Seller. (d) All quotations are valid for thirty (3) days, and expire thereafter, unless extended by a written agreement between the parties.

3. PAYMENT TERMS. All sales are subject to payment terms of net thirty (30) days unless other arrangements are made prior to shipment of goods. C.O.D. or other prepayment terms may be required at the discretion of the Seller by written notification to Buyer. The Seller reserves the right to charge interest at 1.5% per month on all overdue balances.

The Seller reserves a purchase money security interest in the goods sold hereunder and the proceeds thereof, in the amount of the purchase price. In the event of default by Buyer on any of its obligations to Seller, Seller shall have the right to repossess the goods sold hereunder without liability to Buyer. This security interest will be satisfied by payment in full. Buyer shall cooperate fully with Seller to execute such other documents and to accomplish such filings and/or recordings thereof as Seller may deem necessary for the protection of Seller’s interests in the goods furnished hereunder.

4. CHANGES/CANCELLATION. Constructive changes may be made to an order, but any such changes shall be agreed to, in writing, between the parties. The Seller reserves the right to stop work until agreement is reached on cost and schedule impact of the constructive changes requested by the Buyer and the Buyer accepts there may be some impact on delivery schedule as a consequence of such constructive changes.

If the Buyer cancels their purchase order or any portion thereof, a thirty (30) day written notice must be issues prior to the intended date of cancellation. The Buyer agrees to reimburse and pay the Seller for the full price of finished goods, all inventory obligated to or received to fill the order, and any work-in-process as of the date of cancellation, including all costs incurred by the Seller to stop work and cancel subcontracts or purchase orders in force and outstanding. The Seller agrees to use reasonable efforts to attempt to obtain the best available terms possible for Seller’s order or contract cancellations resulting from Buyer’s cancellation.

5. WARRANTY. Except as otherwise specified herein: (a) The Seller warrants the remaining goods to be free from defects in materials and workmanship for twelve (12) months from shipment and under such conditions as specified in Seller’s warranty for the individual items. (b) The Seller warrants the goods will perform in the manner and under the conditions as specified in Seller’s warranty for twelve (12) months from shipment, except for optics which are warranted for 90 days. (c) All goods that Buyer considers defective shall be returned, freight and insurance prepaid, to Seller’s office, as designated on the face hereof. Seller will credit transportation and insurance costs from the original ship to point when goods have been determined to be under warranty. Seller shall not be liable for additional transportation costs arising from the goods having been shipped from a location remote from the original one. Buyer shall obtain return authorization from Seller before returning any goods. The seller shall not bear responsibility for damage or loss to goods not properly prepared for transportation. (f) If it is found the Seller’s goods have been returned without cause and are still serviceable, Buyer will be notified and the goods returned at Buyer’s expense, freight collect. In addition, a charge for testing and examination and/or for reimbursement of shipment costs paid by the Seller under subsection (e) above, may, at Seller’s sole discretion, be made on goods so returned which such charges shall also be payable by the Buyer. (g) The foregoing warranty is exclusive and in lieu of all other warranties whether written , oral or implied, including any warranty of merchantability or fitness for a particular purpose, and shall be the Buyer’s ole remedy and Seller’s ole liability on contract or warrant or otherwise for the product.

Seller’s liability under, for breach of, or arising out of this agreement and/or sales will be limited to repair or replacement of any defective goods or a refund of the purchase price of the goods, at Seller’s ole discretion. In no event will Seller be liable for costs or procurement of substituted goods by buyer, nor will Seller be liable for any special, consequential, incidental or other damages (including without limitation loss of profit) whether or not seller has been advised of the possibility of such loss, however caused, whether for breach or repudiation of contract, breach of warranty, negligence or otherwise. The essential purpose of this provision is to limit the potential liability of Seller arising out of this agreement and or sale.

6. SUBSTITUTIONS AND MODIFICATIONS. Seller will have the right to make substitutions and modifications in the specifications of goods sold by Seller, provided that such substitutions or modifications will not materially and adversely affect overall product performance. Modifications internal to the product, which do not affect performance or appearance in a significant way, can be made solely at the discretion of the Seller.

Seller’s Rights to Sub-Contract. Seller may subcontract any portion of th work on any item subject to this agreement, but Seller’s obligations and rights hereunder shall not thereby be limited or affected.

Compliance With U.S. Export and Re-Export Control Regulations. It is the policy of the Seller to strictly comply with U.S. export control laws. Furthermore: (a) Buyer shall not sell or otherwise transfer any goods or technology to, or for the use of, any ultimate purchase with which Seller could not do business under the laws or regulations of the United States, including without limitation, the regulations of the U.S. Departments of Commerce, Defense, Energy, State and Treasury. Buyer shall also comply with all other laws and regulations of the United States relating to the sales or transfer of Seller’s goods or technology. (b) Buyer agrees that it will not sell, divert, transfer or disclose Seller’s goods or technology to a country or countries embargoed by the United States or any prohibited entities unless authorized by the United States Government.