TERMS & CONDITIONS

ORDER

Unless otherwise expressly provided herein, this purchase order ("order") constitutes the entire contract between the seller named on the face hereof ("seller") and PDX.GOLD, LLC. ("buyer") covering the goods and related services ("goods") described herein. Any provisions in any acknowledgment form or other document prepared by seller which vary from or are additional to the provisions of this order shall not bind buyer unless buyer expressly assents thereto in writing. Seller’s acceptance of this order will be presumed unless seller acknowledges exceptions in writing within fifteen (15) days after the date of this order. Any shipment or partial shipment of the goods by seller shall be deemed to be an acceptance of this order. In the event of any inconsistency between the terms of this order and any purported acceptance by seller, the terms of this order shall prevail. To the extent this order is deemed an acceptance of a previous offer by seller, any such acceptance is expressly conditioned on assent by seller to the terms of this order.

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PACKING, MARKETING AND SHIPMENT

Unless otherwise specified, seller shall pack, mark and ship all goods in compliance with all applicable transportation regulations, good commercial practice, and in a manner adequate to insure the safe arrival of the goods at the named destination. An itemized packing list showing this order number, supplier part number and quantity desired shall be included with each shipment and each container shall be marked to show the order number. Seller shall mark all containers with necessary lifting, handling, and shipping information, and with purchase order numbers, date of shipment, and the names of consignee and consignor. No partial or complete delivery shall be made hereunder prior to the date or dates shown unless buyer has given prior written consent.

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PROMPT DELIVERY OF CONFORMING GOODS

Unless expressly noted on the face of this order, timely delivery of conforming goods in the full quantities specified herein is critical to buyer. Any unauthorized quantity is subject to rejection and return at seller's expense. Seller agrees to exert every reasonable effort, including overtime and premium shipment at seller's expense, to meet the promised delivery date, provided, however that failure of such efforts to achieve prompt delivery of conforming goods shall not relieve seller of liability for such failure. Seller agrees to notify buyer immediately if at any time it appears that the delivery schedule set forth herein may not be met. Such notification shall include the reasons for possible delays, steps being taken to remedy such problems and a proposed new delivery date.

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CHANGES; TERMINATION WITHOUT CAUSE

(a) Buyer may at any time make changes in the delivery schedules, shipment methods, place of delivery, designs, quantities, and specifications for the goods ordered hereunder. Buyer may terminate this order in whole or in part at any time and for any reason upon written notice to seller and seller shall immediately stop work and terminate all orders and subcontracts to the extent that they relate to the terminated work upon receipt of such notice and protect all property in which buyer has or may acquire an interest. Seller shall proceed promptly to comply with buyer’s direction with respect to each of the foregoing without awaiting settlement or payment of any claim allowable under this section. (b) There shall be no charges for canceling orders for standard items. (c) If any change or termination, as described in section (a), causes an increase or decrease in the cost of or the time required for performance of this order, the sole and exclusive remedy for seller will be, as applicable: (i) the cost (without profit) of unique work in process for cancelled items; (ii) the cost (without profit) of paying claims to seller's vendors for such work directly allocable to items cancelled and which cannot be diverted to other customers of seller's vendors; or (iii) an equitable adjustment to the delivery schedule, and the order shall be modified in writing accordingly. No claim by seller for any adjustment hereunder shall be valid unless asserted within fifteen (15) days from date of receipt by seller of the notification of change, provided that such period may be extended upon the written approval of buyer. Seller shall, whenever possible, place such work in process, as described in section (c), into inventory and sell it to other customers. In no event shall any claim for nonstandard items exceed the total price quoted for the items cancelled. Upon payment of seller's claim, buyer shall be entitled to all work and materials paid for. Buyer shall have the right to inspect seller's work in process records and to audit all relevant documents prior to paying seller's claim. This section shall be applicable only to a termination for buyer’s convenience, without any default on seller’s part, and shall not affect or impair any other rights of buyer to terminate this order upon seller’s default in the performance hereof.

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TERMINATION FOR DEFAULT

(a) Buyer may, by written notification, terminate this order is whole or part if seller fails to (i) make delivery of the goods or perform the services within the time specified herein, or within any extension thereof by written change order or amendment; (ii) replace or correct defective goods in accordance with the specifications of this order; or (iii) perform any of the other provisions of this order or so fails to make progress as to endanger performance in accordance with its terms. Buyer is sole judge under such circumstances. (b) If this order is terminated pursuant to this section, buyer may procure, upon such terms and in such manner as buyer may deem appropriate, goods similar or substantially similar to those terminated, and seller shall be liable to buyer for any excess cost occasioned buyer thereby, provided that seller shall continue the performance of this order to the extent not terminated. (c) If this order is terminated pursuant to this section, buyer, in addition to other rights provided herein or by law, may require seller to transfer title and deliver to buyer, in the manner and to the extent directed by buyer: (i) any completed goods, and (ii) such partially completed goods and/or services (including but not limited to materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights) as seller has produced or acquired for the performance of this order, and seller shall, upon direction of buyer, protect and preserve property as directed in this section which is in the possession of seller. Payment for completed goods and services delivered to and accepted by buyer shall be in an amount agreed upon by seller and buyer (not to exceed the contract price). However, seller’s obligation hereunder to carry out buyer’s directions as to delivery, protection, and preservation shall not be contingent upon prior agreement as to such amount.

REMEDIES OF BUYER

If seller breaches any terms or conditions of this order, buyer may exercise, singly or in any combination and in any order, all rights and remedies available to the buyer at law or in equity, as well as any other rights provided for under this order, including, without limitation, the right to, at buyer's option: (a) In the case of defective or nonconforming goods, require seller to promptly repair or replace the goods or any component thereof, and upon seller's failure to or refusal to do so, to repair or replace the same at seller's expense; (b) Refund the purchase price and cost of shipment to buyer; (c) In the case of defective or nonconforming goods, to reject any shipment or delivery or part thereof; (d) Cancel any outstanding deliveries under this order and treat the breach by seller as seller's repudiation of this order; (e) Hold seller liable for all delays or other failures to timely deliver conforming goods in the quantities specified herein regardless of whether such delays or failures arise or result from actions or inactions of seller, third parties or from any other actual or proximate cause, whatever its nature and such liability shall include, without limitation, all consequential, special and contingent damages including losses sustained or anticipated to be sustained by buyer as a result of buyer's inability to meet its contractual obligations to third parties or to enter into contracts with third parties; (f) When conforming goods fail to arrive at the destination and within the time specified by this order, buyer may, but need not, immediately purchase substitutes therefore and seller shall be liable for all damages and expenses resulting from such failure; and (g) Hold seller liable to buyer for all consequential and incidental damages and expenses (including reasonable attorneys' fees) actually or proximately arising from an breach of seller's warranties and representations.

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REMEDIES OF SELLER

IF BUYER IS IN BREACH OF ANY TERMS AND CONDITIONS OF THIS ORDER, SELLER'S EXCLUSIVE REMEDY SHALL BE TO RECOVER THE GOODS OR, IN THE EVENT SAID GOODS HAVE BEEN SOLD BY SELLER OR BUYER TO A THIRD PARTY, TO RECOVER THE PURCHASE PRICE FOR THE GOODS PROVIDED HEREIN LESS THE NET PROCEEDS, IF ANY, RECEIVED BY SELLER FROM SUCH THIRD PARTY. IN NO CASE WILL BUYER BE LIABLE TO SELLER FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. BUYER'S LIABILITY TO SELLER IN ANY CASE OF DIRECT DAMAGES WILL BE LIMITED TO THE PRICE OF THE AFFECTED GOODS AS DETERMINED BY THE TERMS OF THIS ORDER.

GENERAL

(a) Seller shall not, without buyer's prior written consent, make any news release or public announcement concerning this order or the goods which directly or indirectly identifies buyer. (b) Seller's warranties and representations, all proposals, negotiations, representations and communications regarding the transaction contemplated hereby and made prior to the date of this order are incorporated herein. (c) If any of the terms or provisions provided herein are declared invalid or unenforceable by any court or other body, the remaining terms and provisions hereof shall be deemed valid and enforceable to the extent possible. (d) This order and any attachments incorporated or referred to herein constitute the entire agreement between the parties hereto and supersede all prior contemporaneous oral or written understandings, agreements, and representations relating to the subject matter.