1. ACCEPTANCE OF CONTRACT TERMS

All purchase orders issued by Elite Products Group, Inc. (dba Elite Metal Tools) will be subject to the terms and conditions of purchase herein. No terms or conditions in any acceptance, confirmation, acknowledgement or invoice from the Supplier (herein “Seller”), inconsistent with this Purchase Oder (“P.O.”) shall apply unless approved in writing by Elite Products Group, Inc. and Seller. Shipment, acknowledgement, or performance pursuant to this P.O. shall constitute acceptance of the terms of purchase set forth herein and creates a contract that shall be governed in accordance with the provisions of the Uniform Commercial Code and the laws of the State of Michigan. These terms of purchase will be applicable to the current, prior, and any subsequent Purchase Orders entered into between Elite Products Group, Inc. and Seller. By selling any goods (“Products”) to Elite Products Group, Inc. the Seller agrees to be bound by the Terms of Purchase herein. Any conflict between the Terms of Purchase and a P.O shall be resolved in favor of the P.O. The Agreement constitutes the exclusive agreement between Seller and Elite Products Group, Inc. with respect to its subject matter and supersedes all prior negotiations, term sheets or other documents to the extent that any of them concern the same subject matter. The Agreement may not be supplemented by any course of dealing, course of performance or trade usage. Terms and conditions not expressly included in the Agreement shall not apply to any Order unless expressly agreed by Elite Products Group, Inc. in writing or except as provided by the Uniform Commercial Code as adopted in Michigan. P.O’s are governed by the then current version of the Terms of Purchase.

2. P.O’s; SHIPMENT/RETURNS

Elite Products Group, Inc. may without incurring any liability cancel any Order in whole or in part at any time before any shipment has been made by Seller of any of the Products that are subject to the Order in question. Title and risk of loss for each shipment of Products from Seller to Elite Products Group, Inc. passes to Elite Products Group, Inc. upon delivery of the Products at the Elite Products Group, Inc. facility specified as the place for delivery in the Order. Elite Products Group, Inc. reserves the right to return over-stock products to Seller for credit against open invoices without penalty or restocking fees. Elite Products Group, Inc. will reasonably attempt to consolidate over-stocked new products, advise you of the amount of the returns, and coordinate shipments to the Seller. Elite Products Group, Inc. will pay the freight to return over-stocked products. Seller will promptly accept and handle all return requests along with issuing full credit.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

3.1 Seller acknowledges that Elite Products Group, Inc. sells the Products throughout the United States and the world, and its customers include end-users, manufacturers, retailers and other distributors. Seller grants Elite Products Group, Inc. for business purposes the perpetual, nonexclusive, irrevocable, worldwide, royalty free right to use Seller’s Product Information and Data. Seller’s product Information and Data shall include but not limited to item description, manufacture’s model number, cross-reference data, UL and CSA information, NAFTA data, tariff number preference criteria, regulatory data, shipping data, product dimensions and weight, cost and list price data, forecast data, technical specifications, catalog data and product images for Elite Products Group, Inc. business purposes, including but not limited to the right to reproduce (manipulate, reconfigure), copy, publish, sell, transfer (license and sublicense) to any third party or distribute by any other method. Seller represents, warrants and covenants to Elite Products Group, Inc. as follows, and these representations, warranties and covenants shall survive any inspection, installation, acceptance or resale of Products by Elite Products Group, Inc. and its customers: (a) except to the extent expressly described to Elite Products Group, Inc. by Seller in writing as provided in the following subpart (b), all aspects of the Products, the manufacture and sourcing thereof or of any component thereof, and the sale of the Products to Elite Products Group, Inc. (including without limitation design, manufacture, marketing and sale, labeling, shipment and invoicing) comply with all laws applicable to Elite Products Group, Inc. (all of the foregoing are referred to singly and collectively as “Applicable Laws”); (b) Seller has informed Elite Products Group, Inc. in writing of any Applicable Laws that prohibit or restrict sales of Products in any jurisdiction or for any certain use or uses; (c) the Products are properly registered for sale, and Seller or the manufacturer of the each of the Products, if Seller is not the manufacturer, is properly registered, in each and every jurisdiction where any such registration is required in order for the Products to be lawfully sold; (d) Elite Products Group, Inc. has no obligation under Applicable Laws to inspect or repackage the Products prior to resale; (e) each of the Products is merchantable and free of defects in design, material and workmanship; (f) all weights, measures, sizes, legends, descriptions or other labels printed or stamped on, attached to or otherwise indicated with regard to the Products are accurate, complete and in all other respects comply with the Applicable Laws, and none of the Products constitute counterfeit goods; (g) none of the Products, nor the sale thereof by Elite Products Group, Inc. to any of its customers, infringes upon, violates or constitutes an improper use of any patent, trademark, copyright, trade secret or other intellectual property right, whether created by Applicable Laws or by contract or otherwise, of any third party; (h) the Products were not manufactured through government-assigned labor, indentured or involuntary labor, or by workers under the minimum working age requirements, and in no event under the age of 14 years; (i) the Products were produced and delivered in accordance with the Fair Labor Standards Act of 1938, as amended, and all regulations and orders issued thereunder or relating thereto (including without limitation relative to equal employment opportunity), (j) the Products contain no asbestos whatsoever; (k) to the extent the Products were produced in a country that is a party to NAFTA, the tariff reductions and exemptions provided under NAFTA for goods of the type covered by this Order will apply to the Products, and Seller shall maintain all records required under NAFTA to evidence that applicability and if there is a change in the country of origin of any Product, Seller shall promptly notify Elite Products Group, Inc. in writing; (l) Seller shall comply with the requirements of 41 C.F.R. 60-300.5(a) and 41 C.F.R. 60-741.5(a), which prohibit discrimination against qualified individuals on the basis of disability or protected veteran status and require affirmative action to employ and advance in employment qualified individuals with disabilities and protected veteran status, and with Section 202 of Executive Order 11246 and 41 C.F.R. 60-1.4(a)(7); and (m) the Seller has taken reasonable measures to ensure that the Products are free of so-called “conflict minerals” originating from ore mined in the Democratic Republic of the Congo or an adjoining country. As that term is defined under applicable U.S. law, including but not limited to section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, “conflicts minerals” refers to tantalum, tin, tungsten, gold and any other mineral identified as a conflict mineral by the U.S. Secretary of State. Upon shipment Seller agrees to provide Elite Products Group, Inc. with updated OSHA material safety data sheets as applicable, and to comply with, and furnish all information evidencing compliance with all federal, state or local laws and regulations pertaining to the environment. If Seller is supplying Elite Products Group, Inc. hazardous materials as defined by state and federal statutes and regulations, including without limitation the Federal Department of Transportation Proposition 65, Seller shall label such materials in accordance with such regulations. All labels and packaging associated with products supplied to Elite Products Group, Inc. must comply with the currentedition of the National Institute of Standards and Technology Handbook 130 or related labeling and packaging standards as imposed in various states. Seller agrees to indemnify and hold harmless Elite Products Group, Inc. for any failure or non-compliance by Seller in connection with this section, including without limitation the payment of any fees, fines, assessments or penalties.

3.2 Seller shall on a timely basis furnish Elite Products Group, Inc. with all requisite instructions, warnings and safety data sheets in accordance with Applicable Laws.

3.3 Seller shall not, whether directly or indirectly, use Elite Products Group, Inc. (dba Elite Metal Tools) name, trade dress or other intellectual property or refer to, whether directly or indirectly, Elite Products Group, Inc. in any label or otherwise in connection with any of the Products or any activity conducted by or on behalf of Seller. Except to the extent required under Applicable Laws, Seller shall not without the prior written consent of Elite Products Group, Inc. (a) publicize or disclose to any third party the existence of this Agreement or the contents herein, or (b) advertise or otherwise claim that the Products are sold by Elite Products Group, Inc.

3.4 If Seller discovers any quality or safety-related defects or concerns relating to any of the Products, Seller shall immediately notify Elite Products Group, Inc. in writing about the defects or other concerns in reasonable detail. If Seller or Elite Products Group, Inc. determine that a recall is warranted, or if any governmental or other agency orders or requests any recall with respect to any of the Products, Seller shall (i) if the recall determination is not made by Elite Products Group, Inc., provide prompt written notice to Elite Products Group, Inc. about the recall in question, and (ii) comply with all Applicable Laws affecting the recall and with the reasonable instructions given by Elite Products Group, Inc. to the extent applicable to the Products. In the event of a recall or other remedial action concerning a Product, Seller shall furnish a new, non-defective Product to Elite Products Group, Inc. in replacement of each recalled Product and this remedy is not exclusive.

3.5 Seller shall promptly in response to any request made by Elite Products Group, Inc. from time to time furnish a certification in form and substance reasonably acceptable to Elite Products Group, Inc. evidencing that, with respect to the Agreement or any specific portion thereof as may be designated by Elite Products Group, Inc. in its request, Seller's representations and warranties are true, correct, complete and, as applicable, fully fulfilled, and that Seller is not in breach of any of Seller's covenants, or, if any one or more of the foregoing certifications cannot truthfully be made, describing in reasonable detail the reason or reasons, as the case may be, why any one or more of the foregoing certifications cannot be truthfully made.

3.6 Seller warrants that for a period of one (1) year after distribution by Elite Products Group, Inc. (i) all products covered by this P.O. will be of good quality and workmanship, free from defects, and fit and sufficient for the intended purpose for which required; (ii) all materials supplied under this P.O. will conform to the description, quality and performance furnished or specified by Elite Products Group, Inc. or if not furnished or specified, to standard commercial specifications; (iii) no materials or products provided under this P.O. are banned, misbranded or mislabeled and all goods are produced in conformity with all applicable federal, state and local statutes, rules and regulations. The warranties in this section shall survive delivery of goods or completion of services and shall not be waived by acceptance of products or payment. Such warranties shall cover all losses, including costs and expenses (including reasonable attorney’s fees) to which Elite Products Group, Inc. will be exposed by any defects of Seller’s material or performance. These warranties will extend and be passed through to Elite Products Group, Inc’s customers of such products. All shipping, freight in connection with the return of non-conforming or defective products to the Seller shall be borne by the Seller. Such warranties include replacement product, and any potential sorting product repair that may be required at Seller’s location or at an Elite Products Group, inc. location.

3.7 All information, including but not limited to designs, specifications, customer lists, pricing, discounts, rebates, business operations, and other informative materials provided by Elite Products Group, Inc.and received, obtained by or utilized by Seller in connection with Elite Products Group, Inc. purchases is solely for the use of obtaining such purchases and is deemed confidential, and shall not be disclosed or used without Elite Products Group, Inc. consent. Title to all tooling, plans, drawings, prints, samples, and all other materials shall remain with Elite Products Group, Inc. and if requested, shall be promptly returned to Elite Products Group, Inc. No license or copyright privileges are granted to Seller under this P.O. and all rights are expressly retained by Elite Products Group, Inc.

4. PRODUCT LIABILITY INDEMNIFICATION

Seller shall indemnify and hold Elite Products Group, Inc. and its directors, officers, employees and agents (singly an “Indemnified Party” and collectively the “Indemnified Parties”) harmless from and against, and shall defend Elite Products Group, Inc. and any one or more of the other Indemnified Parties against, any and all threatened or actual claims, lawsuits or other proceedings, judgments, losses, product recalls, civil penalties or actions, costs, liabilities, damages and expenses (including without limitation reasonable attorneys' fees and expenses) which arise from or in any way relate to any one or more of the following: (a) any breach of a representation, warranty or covenant of Seller contained in the Agreement; (b) any negligence or other wrongful acts or omissions of Seller or any of its affiliates; (c) any defect in material, design or workmanship of any of the Products; (d) any disputes relating to Seller's advertising, product specifications, warranties, labels, warnings or instructions; and (e) any alleged or actual infringement by the Product or the sale thereof by Elite Products Group, Inc. of any third party's patent, trademark, trade dress, design, copyright, trade secret or other intellectual property. This indemnity includes without imitation any product safety or quality control recall, corrective action or product retrofit, and any action or proceeding arising out of any of the above occurrences. Seller warrants that all products covered by this P.O. shall be delivered free of any claims of infringement and Seller agrees to defend, indemnify, and save Elite Products Group, Inc. harmless from any and all third party claims of liability, loss, damage and expense arising from any infringement or alleged infringement.

5. INSURANCE

5.1 Seller covenants and agrees, as a condition of purchase, at its expense to provide and procure broad form vendors liability insurance coverage naming Elite Products Group, Inc. as an additional insured on applicable endorsements and certificates. Seller shall maintain the following insurance coverage: (a) commercial general liability insurance covering bodily injury, personal injury and property damage, in each case with a severability of interests clause, and also including without limitation coverage for operation/premises, independent contractors' liability, completed operations, products liability, explosion, collapse and underground property damage, broad form property damage, mobile equipment liability, and blanket contractual liability insurance to cover the liability of Seller, with a minimum limit of $2 million per occurrence; and (b) commercial excess indemnity (umbrella) liability insurance covering bodily injury, personal injury and property damage in respect of any excess liability relating to claims covered by the commercial general liability insurance coverage required by the immediately preceding subpart (a), with a minimum limit of $2 million per occurrence.

5.2 Seller shall in response to any request that may be made from time to time by Elite Products Group, Inc. promptly provide a certificate of insurance from Seller's insurer evidencing that (i) Elite Products Group, Inc. has been designated as an additional insured with respect to all of the coverage set forth in Section 5.1, and (ii) the insurer will provide to Elite Products Group, Inc. a written notice not less than 30 days in advance of any non-renewal, cancellation or other change in coverage that may adversely affect Elite Products Group, Inc. rights thereunder.

5.3 The obligations under this Section 5 shall be deemed independent of, and in addition to, Seller's indemnification obligations under Section 4 above.

6. INTELLECTUAL PROPERTY

Seller grants Elite Products Group, Inc. a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, display and disseminate all or any part of any specifications, images, data or other information furnished by Seller to Elite Products Group, Inc. or obtained by Elite Products Group, Inc. through publicly-available sources (“Seller Content”). Seller acknowledges and agrees that Elite Products Group, Inc. relies on Seller to ensure the completeness and accuracy of Seller Content, provided that in the event of any inconsistency between Seller Content specifically furnished by Seller to Elite Products Group, Inc. and Seller Content obtained by Elite Products Group, Inc. through publicly-available sources, Elite Products Group, Inc. shall be entitled to rely only on the specifically furnished information. Seller shall promptly notify Elite Products Group, Inc. in writing of any changes to Seller Content.

7. OTHER PROVISIONS

7.1 Any remedy to which Seller is entitled from Elite Products Group, Inc. shall be limited to the purchase price of the goods as set forth in the Order.

7.2 The Agreement may not be amended without the written consent of both Elite Products Group, Inc. and Seller. No failure of Elite Products Group, Inc. to exercise any of its rights or remedies under the Agreement shall operate as a waiver except as expressly agreed upon by Elite Products Group, Inc. in writing. Any waiver by Elite Products Group, Inc. of any specific breach by Seller shall not operate as a waiver with respect to any other breach. Seller shall not have any right to assign or delegate, nor shall Seller assign or delegate, any of its rights or obligations under the Agreement without the prior written consent of Elite Products Group, Inc.

7.3 This Agreement shall be governed by and construed in accordance with (i) the laws of the State of Michigan applicable to contracts made and to be performed in Michigan (excluding the United Nations Convention on Contracts for the International Sale of Goods), without giving effect to conflict of law principles, and (ii) applicable federal law. The courts located in Ottawa County, Michigan shall have exclusive jurisdiction to adjudicate any legal proceeding initiated by Seller arising out of or related to the Agreement or any one or more of the Orders. Notwithstanding the foregoing, proceedings to enforce the result of any such adjudication may be brought in any applicable forum.