Z TECHNOLOGY, INC.
GENERAL TERMS AND CONDITIONS OF SALE

PRICE:
Z Technology, Inc. prices are exclusive of taxes, shipping, and insurance. Domestic prices apply only to products purchased for use in the Unites States. Export prices apply to products purchased for export.

The minimum order amount (exclusive of taxes and shipping) is $25.00. Any order in an amount less than that amount will be assessed a handling charge equal to the difference between $25.00 and the amount of the order.

QUOTATIONS:
Unless otherwise indicated therein, Z Technology, Inc. quotations shall be valid for thirty (30) days from the date of issuance.

PURCHASE ORDERS:
A Contract will be formed only upon Z Technology, Inc. acceptance of Customer's written purchase order specifying the model number, options, and quantities of each product ordered, and the requested shipping dates, shipping destinations, and invoice point. Orders submitted pursuant to an unexpired quotation must also reference the quotation number.

SCHEDULING AND SHIPMENTS:
Customer may request in its order that products be shipped according to a specific shipping schedule. Z Technology, Inc. will schedule shipments based on Customer's request and Z Technology, Inc.' shipping capability at the time Customer's order is accepted. Upon such acceptance, Z Technology, Inc. will issue an acknowledgment that will indicate the estimated shipping date(s). Customers may request that orders be rescheduled or cancelled only by written request submitted to Z Technology, Inc. Such actions may result in additional fees. Reschedules or cancellations will not be accepted once tender has been made by Z Technology, Inc. to the carrier.

SHIPPING AND DELIVERY:
Z Technology, Inc. will use its best efforts to ship on or before the estimated shipping dates indicated in Z Technology, Inc.' acknowledgment. Z Technology, Inc. shall not be liable for any delay or failure to deliver resulting from circumstances which are beyond Z technology Inc. reasonable control or which would cause Z Technology, Inc. to incur unreasonable expense in order to avoid such delay or to effect such delivery.

Delivery shall be FOB Z Technology, Inc. shipping dock, in the absence of specific written instructions from Customer, Z Technology, Inc. will select the carrier, but Z Technology, Inc. shall not thereby assume any liability in connection with the shipment. If products are shipped freight prepaid and/or insured Z Technology, Inc. will bill Customer for each such charge on each shipment.

These charges shall be paid by Customer and will be shown on the invoice as a single item denoted as Transportation Services.

EXPORT RESTRICTIONS:
Customer shall neither export or re-export directly or indirectly, any product purchased hereunder or technical data acquired hereunder, to any country to which such export or re-export is restricted by United States law or regulation without first obtaining any required governmental license, authorization or approval.

If Customer resells or otherwise dispose of any Z Technology, Inc. product, it will inform transferee of such restrictions.

TITLE, RISK, OF LOSS, AND SECURITY INTEREST:
Title and risk of loss for all products shall pass to Customer upon tender of the product by Z Technology, Inc. to the carrier. Z Technology, Inc. reserves a security interest in each product shipped until the entire amount due therefore has been paid.

TAXES:
Any and all state and local sales, use, excise, and similar taxes imposed on Z Technology, Inc. or which Z Technology, Inc. has a duty to collect in connection with the sale, delivery, or use of any product will appear as separate items on the invoice and will be paid by Customer. If sales to Customer are exempt from such taxes, Customer shall furnish to Z Technology, Inc. a certificate of exemption.

INVOICES AND PAYMENT:
Z Technology, Inc. shall submit an invoice to Customer for each shipment at the time of shipment. Payment terms are cash upon delivery or, at the option of Z Technology, Inc., net thirty (30) days from the date of the invoice. All payment shall be in United States dollars. If Customer becomes delinquent Z Technology, Inc. may assess penalty charges and may suspend performance under any outstanding order.

WARRANTY:
Z Technology, Inc. warrants to its Customers that the products that it manufactures and sells will be free from defects in materials and workmanship for the periods set forth in the specific products warrantee statement. If any such product proves defective during the application warranty period, Z Technology, Inc. at it option, either will repair the defective product without charge for parts and labor or will provide a replacement in exchange for the defective product
.

In order to obtain service under this warranty, Customer must notify Z Technology, Inc. of the defect before the expiration of the warranty period and make suitable arrangements for the performance of service. Z Technology, Inc. will provide such service at its headquarters or at one of its authorized service centers. Customer shall be responsible for packaging and shipping the defective product to the service center designated by Z Technology, Inc. with shipment charges prepaid. Z Technology, Inc. shall pay for return shipping to Customer at the same location from which the product was shipped.

This warranty shall not apply to any defect, failure or damage caused by improper use or improper or inadequate maintenance and care. Z Technology, Inc. shall not be obligated to furnish service under this warranty a) to repair damage resulting from attempts by personnel other than Z Technology, Inc. representatives to install, repair or service the product; or b) to repair damage resulting from improper use or connection to incompatible equipment.

THIS WARRANTY IS GIVEN BY Z TECHNOLOGY, INC. IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. Z TECHNOLOGY, INC. AND ITS VENDORS DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Z TECHNOLOGY, INC.' RESPONSIBILITY TO REPAIR OR REPLACE A DEFECTIVE PRODUCT IS THE SOLE AND EXCLUSIVE REMEDY PROVIDED TO THE CUSTOMER FOR BREACH OF THE WARRANTY. Z TECHNOLOGY, INC. AND ITS VENDORS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, IRRESPECTIVE OF WHETHER Z TECHNOLOGY, INC. OR THE VENDOR HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

ASSIGNMENT:
Customer may not assign or otherwise transfer its rights or obligations hereunder without the prior written consent of Z Technology, Inc. No attempt to assign or transfer in violation of this provision shall be valid or binding upon Z Technology, Inc.

GOVERNING LAW:
The rights of the parties hereunder shall be governed by the laws of the State of Oregon, USA.

NOTICES:
All notices required or authorized by these terms and conditions shall be given in writing and shall be deemed effective upon receipt. Notices to Customer shall be sent to the address shown in Customer's order. Notices to Z Technology, Inc. shall be sent to:

Z Technology, Inc.
Sales Department
P.O. Box 6806
Beaverton, Oregon 97007 USA
FAX: (503) 614-9898