MODIFICATIONS/CONFLICT OF TERMS:
Terms and conditions may not be added or modified without prior written
consent of Follett Corp. Prior courses of dealing, trade usage and verbal
agreements shall not be binding on Follett Corp. unless agreed to in writing. Any terms in Seller’s invoices, statements, acknowledgement forms or similar documents which are inconsistent with these terms shall have no force or effect.

PURCHASE ORDER ACCEPTANCE:
Follett Corp. shall be bound by this order only if Seller signs and returns the
acknowledgement copy of the order.

Seller shall be bound by the order if:
a. A signed order acknowledgement from Seller is received by Follett Corp.
b. Seller notifies Follett Corp. that performance under this order has
commenced or will commence.
c. Any other indication of acceptance from Seller is received.
d. Delivery to Follett Corp. commences for any of the goods or services on
the order.

Seller shall be bound by any representations made by any of its agents,
employees or sales representatives, with respect to specifications, quantity,
price or conditions of delivery.

DELIVERY:
Time is of the essence for this order.
If deliveries are not made by the due dates on the front of this order, Follett
Corp. may cancel the order without penalty or liability.
Follett Corp. will not accept deliveries earlier than 10 days prior to the due
dates on the front of this order.
Unless otherwise specified on the front of this order, delivery shall be F.O.B.
destination.
Follett Corp. may delay delivery or acceptance of goods for reasons beyond
its control. Seller shall hold such goods at the direction of Follett Corp. until
the cause of the delay has been removed.
Seller shall provide proof of delivery upon Follett Corp.’s request.
All goods shall be shipped via the transportation method specified on the
order. If not specified, Seller shall route goods in order to obtain the lowest
available freight carrier costs, while still meeting Follett Corp.’s required
delivery date. Seller shall notify Follett Corp. if a lower cost freight carrier than that specified on the order is available which can meet the required delivery date.

If a more expensive shipping method is needed to meet Follett Corp.’s
specified delivery date, the increased cost shall be paid by the Seller.
Seller agrees that Follett Corp. shall not be liable for payment of goods
received in excess of quantities ordered and scheduled, unless specific
overshipment provisions are agreed to in writing.

PRODUCT CHANGES:
Seller agrees to not make any changes in the specified goods or services
without prior written consent of Follett Corp. Follett Corp. shall not be liable for payment for goods which are subsequently discovered to deviate from drawings, specifications, quality or other requirements listed on the front of the order. Seller agrees to notify Follett Corp. in advance of delivery, of any changes in the specifications, material, properties or manufacturing methods for goods ordered, regardless if such change is covered in Follett Corp.’s specification. Follett Corp. shall have the right to reject and take credit for goods which violate this requirement. Follett Corp. may at any time make written changes to this order. If such changes cause a change in the cost of goods ordered or in the time required for performance, an equitable adjustment will be made in the contract price and/or delivery schedule.

QUALITY, WARRANTY, INSPECTION:
Seller agrees to take all necessary steps to insure that product delivered
under this order is defect-free. In addition to Seller’s customary warranties and other warranties contained herein or implied in fact or by law, Seller warrants that the goods delivered will conform to specifications, drawings, samples or other descriptions furnished or specified by Follett Corp.; will be merchantable, of high quality and free from defects in design, material and workmanship. If Seller knows or has reason to know the particular purpose for which Follett Corp. intends to use the goods, Seller warrants that such goods will be fit for such particular purpose.
All goods delivered to Follett Corp. shall be subject to inspection at any time.
Inspection, test, acceptance, payment or use of the goods furnished
hereunder shall not reduce the Seller’s warranty obligation. Seller’s warranties shall not be limited in any way by Buyer’s extending expressed or implied warranties to its successors, assigns or customers.
Non-conforming goods may be rejected without prejudice to any other rights
Follett Corp. may have by reason of such non-conformance.
Rejected goods may be returned to Seller at Follett Corp.’s discretion, and
Seller shall be responsible for reasonable costs associated with its inspection, repackaging, storage and inbound and return freight.
If so instructed by Follett Corp., Seller agrees to repair or replace rejected
goods in accordance with Follett Corp.’s required date. Seller agrees to be
held liable for Follett Corp.’s expenses and losses caused by the non-availability of goods due to such rejection.
If Follett Corp. accepts goods which do not conform to specifications, it may at its discretion rework same and charge back to the Seller at the prevailing
hourly rate.

CANCELLATION:
Follett Corp. may cancel this order at any time prior to completion of all
scheduled deliveries, and may be liable for that portion of Seller’s
unrecoverable costs properly allocable to the canceled goods.

Follett corp. shall not be liable for cancellation of goods manufactured in
advance of Buyer’s firm scheduled dates.

Follett Corp. reserves the right to cancel this order without obligation if Seller
takes or becomes subject to any proceeding based on insolvency or
reorganization.

INDEMINITY:
Seller will defend, indemnify and hold Follett Corp. harmless from and against all costs, fees, damages and liabilities resulting from:
a. Actual or alleged infringement of any patents, trademarks, copyrights,
trade secrets, proprietary right or license.
b. Complaints, claims or legal actions alleging damage or injury resulting
from the purchase, sale or use of the goods described herein.
In the event that Seller’s employees or persons contracted by Seller perform
services on Follett Corp.’s property, Seller agrees that such persons are
working as independent contractor and not as employees of Follett Corp.
Seller certifies that adequate insurance is maintained for such work, and
agrees to indemnify and save harmless and defend Follett Corp. from any and all claims or liabilities arising out of work covered by this paragraph.

CONFIDENTIALITY:
Seller agrees to consider all information and documents furnished by Follett
Corp. to be confidential, and shall not disclose any such information or use
such information for any other purpose other than performing the contract.

PROPERTY OF FOLLETT CORP.:
All machinery, equipment, designs, tools, dies, jigs, patterns or other materials furnished to Seller, or manufactured or acquired by Seller for purpose of this and/or subsequent order(s), or paid for by Follett Corp., shall remain the property of Follett Corp., and be used in filling its orders only.
All Follett Corp.’s property, while in Seller’s custody or control, will be held and operated at Seller’s risk, and will be kept insured at Seller’s expense at
replacement cost, payable to Follett Corp. Upon request, Seller agrees to
return Follett Corp.’s property in the same condition as originally received by
Seller, reasonable wear and tear excepted, and to supply detailed statements of inventory of such property upon request.

GENERAL:
Follett Corp. may deduct damages for breach of any provision of the contract
from the amount due Seller on any invoice, regardless of whether the
deduction and the invoice are unrelated to the same transaction.

This contract shall be deemed to have been made at Easton, PA and
governed by the laws of the Commonwealth of Pennsylvania. Seller hereby
agrees to the jurisdiction of any state or federal court within Northampton
County, PA.

April 11, 2001