GENERAL TERMS & CONDITIONS

1. GENERAL. All sales and related transactions between ESC and Customer are made pursuant to these General Terms and Conditions ("Terms"), notwithstanding contrary or additional provisions contained in any purchase order or other commercial form Customer submits to ESC. Any terms or conditions of any purchase order or other form issued by the Customer, which are in addition to, modify, or are inconsistent with these Terms, will not be binding on ESC nor become a part of the agreement between Customer and ESC, unless ESC agrees in a separate writing to such additions or modifications. A proposal or quotation not accepted by Customer within 30 days is subject to revision by ESC. ESC's acceptance of any order from Customer is subject to and conditioned upon ESC's approval of Customer's credit.

2. NATURE OF TRANSACTION. The parties agree that the transaction between them is a commercial transaction constituting primarily the sale of goods and is subject to and shall be governed by the provisions of Article Two of the Uniform Commercial Code as it has been adopted and amended by the State of Minnesota, and as modified by these Terms.

3. ELECTRONIC TRANSACTIONS. Transactions between ESC and Customer may be conducted in whole or in part electronically subject to the Minnesota Uniform Electronic Transmission Act and Article Two of the Uniform Commercial Code, as modified by these Terms; provided, however, no terms or conditions in any electronic transmission from Customer, which are in addition to, modify or are inconsistent with these Terms, will be binding on ESC or become part of the parties' agreement, unless ESC sends Customer an electronic record that confirms ESC's acceptance of such inconsistent and additional terms and conditions. ESC's acceptance of any order from Customer shall not be considered effective until ESC's has approved Customer for a credit limit in excess of the anticipated contract price.

4. PAYMENT. Customer agrees to pay ESC invoices within 30 days from the date of invoice. Invoices not paid in full within 30 days from invoice date will be subject to a finance charge of 1.50 percent per month (18 percent per annum) or the maximum rate allowed by law, if less. In the event ESC engages legal counsel to assert or pursue rights and claims against Customer, Customer shall reimburse ESC for all costs of collection, including reasonable attorney's fees incurred by ESC.

5. PRICE. Prices quoted by ESC are based upon the specifications provided to ESC at the time of its quotation or provided by ESC and approved by the Customer. Any changes to the specifications that require additional production time or other additional costs will be charged in addition to the quoted prices. A proposal or quotation expires 60 days after being issued by ESC.

6. DELAYS. ESC shall not be liable for delays or non-performance occasioned by causes beyond its control, including without limitation, acts of God, strikes, lockouts, fires, inability to obtain materials, breakdowns, delays of carriers or suppliers, and governmental acts and regulations.

7. LIMITATIONS OF WARRANTIES. ESC's warranties are limited. ESC warrants that any construction services performed by ESC shall be in accordance with generally accepted industry standards and in substantial conformity with any agreed upon written specifications. In the event that any services fail to comply with the foregoing standard, and such failure is communicated to ESC in writing within 30 days of completion, ESC will elect to either re-perform the non-compliant services at no additional charge or refund all fees paid for such non- compliant services. For specifications or other design services (collectively "specifications") provided by ESC, ESC MAKES NO WARRANTY REGARDING THE SPECIFICATIONS OR THE SUITABILITY OR COMPATABILITY OF THE SPECIFICATIONS. ANY SPECIFICATIONS PROVIDED ARE ON AN "AS IS" BASIS. ALL PRODUCT SOLD BY ESC SHALL BE SUBJECT ONLY TO THE MANUFACTURER'S WARRANTY, IF ANY. ESC MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTERS WITH RESPECT TO THE SUBJECT MATTER OF THE AGREEMENT BETWEEN ESC AND ITS CUSTOMER. ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

8. LIMITATION OF LIABILITY. WITH RESPECT TO ANY DAMAGES THAT ALLEGEDLY ARISE OUT OF THE PERFORMANCE OR BREACH OF THE AGREEMENT BETWEEN ESC AND CUSTOMER, INCLUDING DAMAGES FROM THE USE OF ESC SPECIFICATIONS, ESC'S LIABILITY SHALL IN NO EVENT INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ESC WAS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH POTENTIAL LOSS OR DAMAGE, AND SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO ESC AS A RESULT OF THEIR COMMERCIAL TRANSACTION.

9. LIMITATION OF ACTIONS. No action arising out of the transactions under this Agreement may be brought more than one year after the cause of action has accrued. All claims for alleged defects shall be deemed waived unless made in writing, along with samples demonstrating the complaint, within thirty (30) days after receipt of goods or notice of mailing.

10. CONFIDENTIALITY. ESC will maintain in confidence all information furnished to ESC by Customer, if such information is identified, in writing, as confidential and is not otherwise known. Except to the extent necessary to enable ESC to perform its obligations to Customer, ESC will not make use of or disclose any of such information to any other person.

11. CUSTOM AND USAGE. No course of performance or any course of dealing or usage of trade shall vary the express terms of this Agreement.

12. LIEN ON CUSTOMER PROPERTY. As security for payment of any sum due or to become due under the terms of this Agreement, ESC shall have the right to retain possession of, and shall have a lien on, all property owned by Customer in ESC's possession and all work in process and all undelivered work.

13. NON-WAIVER. No waiver by ESC of a breach of any provision hereof shall be deemed a waiver of future compliance therewith.

14. PLACE OF SALE AND JURISDICTION. The parties' Agreement is deemed to be entered into in Minnesota for goods, materials and services to be provided and sold by ESC and purchased by Customer in Minnesota, irrespective of the Customer's location. This Agreement shall be governed in all respects by the laws of Minnesota and the parties expressly agree that jurisdiction and venue for litigation of any disputes arising under the Agreement and its performance shall be in the State of Minnesota, County of Hennepin only. Customer consents to the jurisdiction of the District Court of the State of Minnesota.

15. COMPLETE AGREEMENT. THE TERMS AND CONDITIONS SET FORTH HEREIN SUPERSEDE ALL OTHER PROPOSALS, ORAL OR WRITTEN, AND ALL PREVIOUS NEGOTIATIONS, CONVERSATIONS, OR DISCUSSIONS BETWEEN THE PARTIES TO THIS AGREEMENT. CUSTOMER UNDERSTANDS AND AGREES THAT NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF ESC HAS AUTHORITY TO BIND ESC TO ANY OBLIGATION, AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT WHICH IS NOT SET FORTH HEREIN, AND THAT ANY OBLIGATION, AFFIRMATION, REPRESENTATION OR WARRANTY WHICH IS NOT SET FORTH HEREIN SHALL NOT CONSTITUTE A WARRANTY OR BE PART OF THIS AGREEMENT.