Bayhead Products Corp.
173 Crosby Road
Dover, New Hampshire 03820-4356

Phone: 603-742-3000 / 800-BAYHEAD
Fax: 603-743-4701

E-mail

FROM NORTH OR SOUTH: Head on Interstate Route 95 north or south toward Portsmouth, NH. Take the exit (4 north, 6 south) for the Spaulding Turnpike, heading north to Dover. Follow the Spaulding Turnpike for 10 miles. Take exit 8W, Route 155. Take immediate right onto Route 9 West and follow for two miles. Take a left onto Crosby Road (large stone sign for "Crosby Road Industrial Park" before turn). Bayhead is one mile down on the right.

FROM WESTERN NH: Head east on Route 101. Take exit 7 for Route 125. Head north on Route 125 for 15 miles to Barrington. Route 9 intersects Route 125 in Barrington - take a right onto Route 9 heading east. Follow Route 9 for six miles. Crosby Road is on the right after the speed limit drops to 40 MPH - take a right on Crosby Road. Bayhead is one mile down on the right.

2 - PRICE.  Sellers may, on 10 days' prior written notice to the Buyer, increase the prices indicated on the acknowledgement to the extent that Seller's cost of the goods ordered hereunder but not yet shipped may be increased as a result of (a) any order, rules, regulations, guidelines or codes issued or promulgated in pursuance of any existing or future federal, state or municipal legislation; (b) any increase in cost of such good imposed upon Seller by the suppliers of such goods; (c) any controls, restrictions or charges imposed by government authority upon the sale of such goods, or (d) any increase in the cost of manufacturing goods specifically fabricated by Seller.  Buyer may by written notice, delivered to the Seller prior to the effective date of such increase, cancel this Contract as it applies to any goods as to the price of which the parties cannot agree.  Unless the Contract shall be so cancelled, the increased price shall govern thereafter.  Seller may, at its option, deliver the material in quantity therein specified from production points other than that shown, but shall not be obligated to so provided that such delivery shall be made at the Contract price.

3 - MOLD OWNERSHIP.  Upon full payment, the mold shall be the property of the customer when a tooling charge is assessed for the full value of the mold.  An engineering fee is assessed when a mold is designed to the specifications of the customer, but will remain the property of Bayhead Products.  The engineering fee covers the design work and a small portion of the mold construction, but does not cover the investment Bayhead Products has made in the mold.  Bayhead will attempt to assist customers by sharing any design knowledge that it has with respect to the molding process, molds, peripheral manufacturing activities and the like.  Bayhead may assist by providing a working sketch of the part, if necessary.  However, the customer will approve the final print, and take all responsibility for the design.  Without notification, Bayhead will determine the necessary details of the mold design.  Customer grants Bayhead a first lien on any molds purchased through a tooling charge as collateral for any obligations which may be owing or may be owed to Bayhead.  No mold will be released unless the customer has paid their balance in full.  Bayhead will endeavor to use reasonable care in protecting customer's mold from harm.  However, Bayhead shall not be liable for damage or loss due to fire, theft, wear or accident.  Bayhead does not carry insurance coverage for customer's mold and encourages customer to insure the mold.  Bayhead will store a customer's mold free of charge as long as it is active.  A mold is considered inactive after a two-year period with no production.  At that time, the customer has the responsibility to alert Bayhead as to the mold disposition.  If no instructions are provided, the mold may be disposed of at the option of Bayhead Products.

4 - TAXES.  Price described on the acknowledgement shall be subject to any additional charges to cover any existing or future sales, use, excise or similar taxes which Seller may be required to pay or collect with respect to goods covered by the Contract.  All such taxes shall be for the account of Buyer except as otherwise provided by law.

5 - PAYMENTS.  If credit has been extended to Buyer (a) payment in full of the invoice price of goods shall be made to Seller within 30 days of Buyer's  receipt of the applicable invoice, and invoiced not paid within such 30 day period shall bear, at Seller's option, interest at 1 - 1/2% per month; and (b) Seller reserves the right to revoke such credit if Buyer fails timely to pay for any goods previously shipped or services rendered or provided, or, if in the judgment of the Seller, there has been a material adverse change in Buyer's financial condition.  In either of such events, Seller may demand payment before further shipment of any goods or rendition of services.  In the event of default, purchaser will pay all necessary and reasonable collection agency and/or attorney fees and court costs

6 - SHIPMENT.  This is a shipment Contract and Buyer agrees to pay all transportation charges incurred in loading and shipment.  If freight or other transportation  costs are increased or if any additional charge or rental fee is required to be paid to the manufacturer, then the Seller may add any such charge or increase the Contract price.  If Seller has paid any such charges in advance, Buyer agrees to promptly reimburse Seller on demand.  Title to and the risk of loss of goods shall pass to Buyer upon Seller's delivery to the shipping carrier whether or not Seller pays all or part of the freight in advance.

7 - DELIVERIES.  Seller shall not be responsible for failure to make delivery or delays in delivery of goods.  Seller shall have the right to make delivery in installments, each of which shall be separately billed and paid for as billed without regard to subsequent deliveries.  Each installment of goods deliverable in response to the Buyer's purchase order shall be deemed sold under a separate Contract.  Failure to pay for any installment when due shall excuse Seller from making future deliveries.  If Seller's consent to Buyer's reduction of ordered quantities or to cancellation of any open balance of goods on order, the unit price of goods already delivered and for any undelivered goods shall revert to the specified unit price for the goods actually delivered and accepted.

8 - DEFECTIVE GOODS.  Specifications for good are listed in Seller's literature and all relate to a specific part number.  Buyer accepts the responsibility for determining the suitability of such specifications to its needs and ordering by Seller's part number.  Any attempt by Seller's personnel to determine which Seller's part number may be suitable for Buyer's purposes shall be done solely at Buyer's risk.  The weights, tares, tests and designations so indicated on Seller's invoice shall govern unless proven to be incorrect.  Buyer shall inspect the goods immediately following their arrival and shall, within 5 business days of such arrival, give written notice to Seller of any claim that the goods (including quantities thereof) do not conform to the terms of this Contract.  If Buyer should fail to give such notice, the goods shipped shall be deemed conclusively to conform with the terms of this Contract and Buyer shall be bound to pay for the goods.  Buyer expressly waives the right that it may have to revoke acceptance after such 5 day period.  Buyer assumes all risks and use of any goods, including the use of such goods alone or in combination with other substances or in the operation of any process, machinery or equipment.  SELLER MAKES NO WARRANTY THAT ANY OF THE GOODS ARE OR WILL BE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.  NEITHER BUYER NOR ANY FUTURE USER OF THE GOODS ARE RELYING UPON ANY REPRESENTATION OR OTHER ASSERTION BY SELLER WITH RESPECT TO THE NATURE OR QUALITY OF GOODS BEING SOLD PURSUANT HERETO: NO CLAIM OF ANY KIND AGAINST SELLER, WHETHER AS TO GOODS DELIVERED OR FOR NONDELIVERY OF GOODS IN RESPECT TO WHICH SUCH CLAIM IS MADE THE PRICE PAID FOR GOODS IN RESPECT TO WHICH SUCH CLAIM IS MADE THE SATISFACTION OF SELLER TO BUYER WITH RESPECT TO THE GOODS SOLD OR SERVICES RENDERED WHETHER BASED UPON CONTRACT NEGLIGENCE OR OTHERWISE WITH RESPECT TO OR ARISING OUT OF THE DELIVERY AND USE OF SUCH GOODS SHALL BE GREATER IN AMOUNT THAN THE NET INVOICE PRICE PAID FOR GOODS IN RESPECT TO WHICH SUCH CLAIM IS MADE THE SATISFACTION OF ANY SUCH CLAIMS SHALL CONSTITUTE FULFILLMENT OF ANY AND ALL OBLIGATIONS OF SELLER TO BUYER WITH GOODS IN RESPECT TO WHICH SUCH CLAIM IS MADE.  THE SATISFACTION OF ANY SUCH CLAIMS SHALL CONSTITUTE FULFILLMENT OF ANY AND ALL OBLIGATIONS OF SELLER TO BUYER WITH RESPECT TO THE GOODS OR SERVICES RENDERED WHETHER BASED UPON CONTRACT NEGLIGENCE OR OTHERWISE WITH RESPECT TO, OR ARISING OUT OF THE DELIVERY OF SUCH GOODS.  If Buyer's timely inspections and notifications to Seller reveal any good furnished by Seller are defective on account of faulty material or workmanship, Seller shall have the option of replacing such defective goods free of charge or returning to Buyer the net invoice price previously paid by Buyer for such defective goods.  IN NO EVENT SHALL SELLER BE RESPONSIBLE FOR; (a) THE COST OF ANY WORK DONE BY BUYER ON GOODS FURNISHED HEREUNDER (UNLESS SPECIFICALLY AUTHORIZED BY SELLER); (b) ANY OF BUYER'S COSTS OR EXPENSES IN TESTING, INSPECTING, OR PROCESSING GOODS, ANY LOST PROFITS, INJURY TO GOOD WILL, ANY OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

9 - CANCELLATION.  Buyer may not cancel its order, wholly or in part, without Seller's prior consent, except as specified in paragraph 2 hereof.  If Seller consents to such cancellation, Buyer shall be liable for the full sales price of goods shipped prior to cancellation.  As to goods not shipped at the time of cancellation, Buyer shall pay (1) Seller reasonable profit plus Seller's cost of goods, which may not be returned to the supplier for full credit and (2) all costs of packaging and shipment, plus handling charges of 20% of the purchase price of goods which may be returned to Shipper for full credit.

10 - ASSIGNMENT.  Neither this Contract nor any right or obligation hereunder is assignable or transferable by Buyer in whole or part without the written consent of Seller and any purported assignment shall be void.

11 - CONSTRUCTION.  This Contract is intended as the final expression of the parties' agreement and is the complete and exclusive statement of the terms thereof.  No Statement or agreements, oral or written, made prior to or at the signing thereof, shall vary or modify the written terms thereof; and neither party shall claim any amendment, modification, or release from any provision hereof by reason of a course of action or mutual agreement unless such agreement is in writing signed by the other party and specifically stating it as an amendment to the Contract.  No modifications or additions to the Contract shall be affected by the acknowledgement or acceptance by Seller of purchase orders, change orders, cancel orders, releases, or other documents submitted to Buyer containing other or different terms and conditions.

12 - APPLICABLE LAW.  This Contract shall be construed and enforced in accordance with the laws of the State of New Hampshire.