SIERRA SAGE General Terms and Conditions

Entire Agreement. The terms and conditions stated herein shall govern all sales of products made by Sierra Sage, regardless of the terms and conditions stated in any purchase order submitted by the purchaser ("Purchaser"). SIERRA SAGE hereby disclaims and rejects any terms and conditions appearing in a purchase order from Purchaser that are in addition to, or inconsistent with, the terms and conditions stated herein. Any such additional or inconsistent terms and conditions shall not be a part of the contract and shall not be binding on SIERRA SAGE. The terms and conditions stated herein shall govern over any contrary terms in Article 2 of the Uniform Commercial Code.

CANCELLATIONS: Purchaser's purchase orders shall not be subject to cancellation, changes or reductions in amount, or suspension of deliveries by Purchaser except upon Sierra Sage's prior written consent and upon terms which indemnify SIERRA SAGE against loss. Sierra Sage reserves the right to cancel the order, or any part thereof, by giving written notice to Purchaser. In the event of such cancellation, Purchaser shall pay for all goods previously delivered and accepted by Purchaser. If Purchaser ceases to conduct its operations in the normal course of business, fails to meet its obligations as they come due, or if any proceedings are commenced under any bankruptcy or insolvency laws with respect to Purchaser, or a receiver is appointed for the assets of the Purchaser or Purchaser makes an assignment for the benefit of its creditors, Sierra Sage may cancel these Terms and Conditions without further liability or cost to Sierra Sage and shall be entitled to the return of all deposits. Such cancellation shall be without prejudice to any other rights of Sierra Sage.

PAYMENT AND LATE FEES: The Purchase Price and time for payment shall be net 30 days from the date of the invoice (excluding international orders); provided, however that orders over $2,500 (for wholesalers) and $4,500 (for distributors) shall require 50% prepayment for wholes at half percent (.5%) discount for prepayment. Purchaser shall pay a late fee of one and one half percent (1.5%) per month on all balances not paid within thirty (30) days from the date of invoice. Excessive late payments may cause future purchase orders to be shipped to Purchaser on a prepayment or COD. All international orders require pre-payment by wire with 1% discount for prepayment. All transactions are in US dollars.

MINIMUM ORDER: There is a minimum initial order of $1,500 for distributors.

QUOTATIONS: Unless otherwise stated, all SIERRA SAGE price quotations are valid for a period of thirty (30) days from the date of quotation. All quotations of product prices shall be FOB Sierra Sage’s facility in Boise, Idaho, and exclusive of shipping, insurance, taxes and duties. All freight and insurance will be prepaid by SIERRA SAGE and added to the invoice, unless otherwise arranged by the Purchaser with SIERRA SAGE.

DELIVERY DATE: Any date of delivery furnished by SIERRA SAGE to Purchaser is determined from the date of SIERRA SAGE's receipt of Purchaser's order and the date is only an estimate of the date of delivery, not a guarantee of a particular delivery date. If prepayment is required by SIERRA SAGE, the delivery date is determined from the date of SIERRA SAGE's receipt of such prepayment. SIERRA SAGE shall not be liable for a failure of delay in shipment. All orders subject to raw materials being available.

ERRORS OR OMISSIONS: Errors or omissions in any SIERRA SAGE quotation, acceptance, specification or other document shall be subject to correction at SIERRA SAGE's discretion. If Sierra Sage fails to deliver the product as scheduled or makes a delivery which is nonconforming in any material manner, then Purchaser’s sole remedy is for Sierra Sage to remediate the nonconforming delivery in accordance with the specification in the Purchaser’s order.

SHIPPING: Unless otherwise requested in writing by Purchase, (a) all SIERRA SAGE products will be shipped by whatever means and carrier that SIERRA SAGE considers to be the most appropriate method of transportation, and (b) all freight and insurance charges will be prepaid by SIERRA SAGE and added to the invoice. Risk of loss shall pass to Purchaser upon delivery by SIERRA SAGE to the carrier.

PURCHASER'S DUTIES: By accepting delivery of any SIERRA SAGE product, the Purchaser agrees to use that product only for its Intended Use. The Purchaser assumes, without limitation, all risk of injury, damage, or otherwise arising out of any use other than the Intended Use of a SIERRA SAGE product.

RESALE: The Purchaser agrees to assume all liability, and indemnify, defend and hold SIERRA SAGE harmless for any and all claims, losses and liability (including attorneys’ fees) arising out of any use other than the intended use of a SIERRA SAGE product by any third party who has directly or indirectly obtained the product from the Purchaser.

LIMITED WARRANTY: Sierra Sage warrants that the product is as described and in conformity with any product samples provided by Sierra Sage and fit for the purposes intended and stated in Sierra Sage’s product specification, and free from defects in material and design. Notwithstanding any other obligation hereunder, in the event of a defect in material or design, Sierra Sage’s obligation shall be to repair or replace any product or unit of product which Sierra Sage deems to be defective, in accordance with Sierra Sage’s return merchandise authorization (RMA) procedure.

CONFIDENTIAL INFORMATION: Purchaser and Sierra Sage shall take appropriate measures to keep confidential all information communicated to each by the other in connection with this transaction. Sierra Sage shall retain ownership of all trade secrets, manufacturing technology and product formulations as supplied under these Terms and Conditions.

FORCE MAJEURE: An event of force majeure shall mean any act of God or nature or government, including government decrees or legislation, flood, fire or hurricane, or war, rebellion, riot, insurrection or declared state of emergency, which prevents a party hereto from performing that party’s obligations hereunder. On the occurrence of an event of force majeure, the obligations of the parties hereto shall be suspended for the duration of the event of force majeure and the time for performance hereunder shall be modified accordingly. If such event of force majeure shall continue for six months, either party hereto may cause the Purchase Order to be canceled.

WAIVER: No waiver or delay by Sierra Sage in the enforcement of the terms of these Terms and Conditions shall be binding upon Sierra Sage unless in writing signed by Sierra Sage and shall not prevent Sierra Sage from later enforcing any of the rights so waived or delayed.

GOVERNING LAW: The validity, interpretation and performance of these Terms and Conditions shall be construed and governed by the substantive laws of the State of Idaho. Any disputes arising under, or in connection with, these Terms and Conditions and the parties themselves shall be subject to the exclusive jurisdiction of the courts of the State of Idaho.