1. Entire Agreement: This document, including any attached pages and the terms and conditions contained herein, constitutes the sole, entire and only agreement between the parties hereto and all such documents are collectively referred to as this Agreement. This Agreement supersedes any prior agreements or understandings, whether written or oral, between the parties with respect to the goods and/or services contracted for under this Agreement. No course of prior dealings, no usage of trade, and no course of performance will be used to modify, supplement, or explain any terms used in this Agreement. In the event of any conflict between the terms of these Standard Terms and Conditions and any other document constituting part of this Agreement, the terms of these Standard Terms and Conditions will control and govern.

2. Definitions: “Seller,” “us,” or “we” means D. E. S. Supply, Inc., a Texas Corporation, including any successor or predecessor companies. “Buyer,” or “you” means the buyer identified in this Agreement. “Goods” means the goods, equipment, material, parts, supplies, and/or services supplied by us to you as described in this Agreement.

3. Amendment: No modification, alteration, or waiver of this Agreement will be effective unless it is set forth in a written agreement that is signed by all parties to this Agreement.

4. Assignment: No rights and privileges granted to Buyer under this Agreement may be transferred or assigned without obtaining the prior written consent of the Seller.

5. Severability: If any provision of this Agreement is for any reason held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement; and this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.

6. Indemnifications: Buyer will indemnify, defend, and hold harmless Seller and it’s officers, agents, and employees from any loss, damage, claim, liability, or expense arising out of Buyer's performance of this Agreement, except that Buyer will not be liable for Seller’s negligence or willful misconduct.

7. Non-Waiver of Defaults: Failure of any party to declare any default by any other party immediately upon occurrence thereof, or delay by any party in taking any action in connection therewith, will not waive such default; rather, a party will have the right to declare any default at any time and take such action as might be lawful or authorized, either at law or in equity.

8. Force Majeure: Neither party will be liable or responsible to the other for any loss or damage or for any delays or failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, employee strikes, epidemics, war, riots, flood, fire, sabotage, or any other circumstances of like character.

9. Heading: The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of its terms and conditions.

10. Counterparts: Facsimile Signature: This Agreement may be executed in any number of counterparts, each of which will for all purposes be deemed an original of this Agreement, but all of which together will constitute one and the same document. This Agreement also may be evidenced by facsimile signature, and signature via facsimile will be deemed to be an original signature.

11. Survival: Expiration or termination of this Agreement will not affect any right or obligation that either party may have accrued prior to such expiration or termination. In particular, all indemnity provisions of this Agreement will survive the expiration or termination of this Agreement.

12. Governing Law and Venue: This Agreement will be construed under and in accordance with the laws of the State of Texas without reference to its conflicts of law provisions, and all obligations of the parties created under this Agreement are performable in Harris County, Texas. Any lawsuit brought against Seller under this Agreement may only be filed in Harris County, Texas.

13. Title Delivery and Risk of Loss: Unless otherwise specified, delivery points shall be the F. O. B. points specified by Seller, but title to the Goods and liability for loss or damage in transit or thereafter shall pass to Buyer upon Seller’s delivery of the Goods to a common carrier for shipment. Shipping dates are not guaranteed.

14. Short, Damaged or Defective Goods: Claims for Goods delivered short, damaged or defective (not due to fault of carrier) shall be filed with Seller within 3 days after date of receipt. Buyer’s claims for shortages shall detail shipment weights and method of counting the Goods. Claims for Goods delivered short, damaged or defective as a result of the fault of the carrier will be handled by seller directly with carrier.

15. Payment: Unless otherwise specified, full cash payment is due within 30 days of the invoice date. Orders are subject to final approval by Seller which may require full or partial advance payment. In the event Buyer delays shipment, unless otherwise specified, full payment shall be due 30 days from the date the Seller could have otherwise shipped the Goods. Storage shall be at Buyer’s risk and storage charges shall be paid by Buyer before shipment. If Buyer does not pay on time, Seller reserves the right to charge Buyer 1.5% on the unpaid balance until paid.

16. Limited Warranty and Warranty Disclaimer: Seller warrants only that it has good title to the Goods sold hereunder and/or used to perform services, and will use its reasonable commercial efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty, if any, the repair or replacement of Goods that may prove defective in material or workmanship. Except as stated in the previous sentence, Seller makes no other warranties concerning the goods whatsoever. SELLER DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

17. Limitations of Remedies and Damages: Seller’s total liability to Buyer, Buyer’s customers or to any other person, relating to this Agreement, it’s performance or non-performance, or from the use of goods furnished, is limited to the price of the Goods and/or services giving rise to the claim. Seller will not, in any event, be liable for any special or consequential damages incurred in connection with the Goods, whether any claim for recovery is based upon or arises out theories of contract, tort (including strict liability) or otherwise.

18. Exports: If Buyer exports any of the Goods sold hereunder, it is Buyer’s responsibility to comply with all United States export control rules and regulations. Seller cannot be named as a shipper or exporter of record for such Goods.