UNITED STATES CONTAINER CORP.
Standard Terms & Conditions
1. Definitions. As used herein, the following words have the following meanings:

(a) "Agreement" means the agreement between Buyer and Seller with respect to the purchase and sale of Products as evidenced by a credit application of Buyer and/or written or verbal purchase orders of Buyer and/or other writings between the parties, the terms and conditions set forth in this document, resulting in the shipment of Products to Buyer.

(b) "Applicable Laws" means all foreign, federal, state and local laws, regulations, and ordinances relating in any way whatsoever to packaging, labeling, hazardous materials or substances, child safety, or transportation, including but not limited to the Hazardous Materials Transportation Act of 1974, the Poison Prevention Packaging Act of 1970, the Child Safety Warning Labels Act, all regulations of the United States Food & Drug Administration and the United States Department of Transportation ("DOT"), UN Recommendations on the Transport of Dangerous Goods ("UN"), all foreign, federal and state trademark, patent, and copyright laws, and the Lead Exposure Warnings and Education Training Programs Agreement between State Attorneys General and the National Paint and Coating Association, Inc.;

(c) "Buyer" means the person purchasing Products from Seller on the terms and conditions contained in this document;

(d) "Products" means all containers, parts, closures, packaging, seals, other container components, decorating and other products sold by Seller, including Specially Ordered Products. Products also include Seller's pallets used in delivering Products to Buyer;

(e) "Seller" means United States Container Corp.;

(f) "Specially Ordered Products" means Products that are specially ordered, designed, decorated, or packaged by Seller at the request of Buyer or Products not otherwise routinely stocked by Seller.

2. Controlling Document. All Products sold by Seller shall be subject to the terms and conditions set forth in this document. In the event of a conflict between any of the terms and conditions contained in this document and any other terms or conditions of the Agreement, the terms and conditions contained in this document shall control.

3. Prices and Other Charges.

(a) Except as otherwise agreed in writing by Seller, all prices are F.O.B. Seller's warehouse and shall be subject to all federal, state, and local taxes. All prices quoted are subject to change without notice at any time prior to shipment. Seller shall use reasonable efforts to ship Product from Seller's warehouse closest to Buyer's delivery location.

(b) Buyer shall pay Seller's standard pallet charges for any pallets not returned within thirty (30) days of date of invoice. Buyer may return pallets of the same size, type, and condition at Buyer's sole expense.

(c) Buyer shall pay all attorneys' fees and costs incurred by Seller in collecting any amounts due Seller under the Agreement, whether or not any court action has been filed.

4. Terms of Payment. Except as otherwise agreed in writing by Seller, Buyer shall pay all amounts due Seller within thirty (30) days from date of invoice without offset of any kind. Any amounts not paid shall accrue interest at the rate of one and one-half percent (1 1/2%) per month or the highest rate permitted by law, whichever is lower, until all amounts due ("Principal") and interest have been paid in full. Any payments received shall be applied to (i) first, all attorneys' fees and costs of collection incurred by Seller; (ii) next, storage costs, if any, as provided in Paragraph 7 (a) below; (iii) next, interest; and then (iv) Principal.

5. Buyer's Responsibility and Indemnity.

(a) Buyer assumes sole responsibility that (i) the Products are authorized and suitable for Buyer's intended purposes and, as the Products will be used by Buyer or Buyer's customers, will comply with all Applicable Laws, including but not limited to DOT regulations set forth in Title 49 of the Code of Federal Regulations ("CFR"), in particular CFR §173.22; (ii) the labeling, decorating, use, and/or transportation of the Products (including but not limited to the preparation of any printed graphic material on any Specially Ordered Products) by or at the request of Buyer or its customer comply with all Applicable Laws and do not infringe upon the property rights of others; and (iii) any and all parts, closures, packaging, seals or other components used by Buyer or its customers comply with all Applicable Laws and that Buyer and Buyer's customers will make provision for and correctly close all containers after containers are filled; and

(b) Buyer shall close all containers consistent with instructions applicable to each container. Closing instructions for UN regulated containers have been provided by Seller and additional copies are available from Seller's customer service department upon request by telephone or at Seller's website www.uscontainer.com.

(c) Buyer shall indemnify, defend and hold Seller harmless from any claims, demands, costs, liabilities, including actual attorneys' fees, incurred relating in any way whatsoever to the labeling, filling, closing, use, and/or transportation of the Products, including all attorneys' fees incurred investigating, settling, or defending any claim, whether or not any court action has been filed.

6. Cancellation and Returns. Buyer may cancel any purchase order for Products normally stocked by Seller (excluding Specially Ordered Products) provided:

(a) Buyer obtains written authorization and shipping instructions from Seller; and

(b) Buyer pays Seller costs of shipping plus a 20% cancellation and restocking charge.

7. Specially Ordered Products. Specially Ordered Products shall be ready for shipment to Buyer on or before the date specified by Seller in writing (the "Shipment Date"). In the event no date is specified by Seller, the Shipment Date shall be deemed to be ninety (90) days after acceptance of Buyer's purchase order. Notwithstanding anything in this Agreement to the contrary, in the event Buyer is unable or fails to accept delivery of such Specially Ordered Products on or before the Shipment Date, in addition to any other rights and remedies of Seller:

(a) Buyer shall pay Seller an additional charge of five percent (5%) of the amount due Seller for each thirty (30) day period or portion thereof after the Shipment Date in which Seller continues to store such Specially Ordered Products; and

(b) Upon thirty (30) days notice to Buyer, Seller may dispose of all such Specially Ordered Products, in which case Buyer shall pay Seller the full amount due, the cost of storage as set forth in Paragraph (a) above, the costs of disposal, and interest at the rate specified in Paragraph 4 above.

8. Quantity and Shipment.

(a) Although Seller shall use reasonable efforts to ship exact quantities of Products ordered, Seller shall be in compliance with the Agreement notwithstanding that shipment quantities may vary by up to fifteen percent (15%). Buyer shall pay Seller for the exact quantity shipped.

(b) Seller reserves the right to approve all carriers and the mode of shipment. Although Seller shall use reasonable efforts to ship Products within agreed upon time periods, Seller shall have no liability for late shipments.

9. Title and Risk of Loss. Title shall pass and Buyer shall assume all risk of loss upon release of the Products to a common carrier, Buyer's agents, representatives, or employees, whichever first occurs. Seller shall not have any responsibility for delays by common carriers or for any Products lost or damaged in transit.

10. Time for Performance. Seller shall be excused from performing any of its obligations by events beyond its reasonable control including but not limited to acts of God, terrorism, sabotage, explosions, strikes, lockouts, labor disputes or shortages, work stoppages or delays, transportation embargoes or delays, material shortages or delays, computer failures or any failure of Seller's suppliers to make timely shipments. Seller's obligation shall resume when the events operating to excuse Seller's performance cease.

11. Assistance/Advice. NO CHARGE IS MADE BY SELLER FOR ASSISTANCE OR ADVICE RELATED TO PRODUCTS AND SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY SUCH ASSISTANCE OR ADVICE. SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR THE USE OF OR RESULTS OBTAINED FROM SUCH ASSISTANCE OR ADVICE. BUYER EXPRESSLY ACCEPTS ALL SUCH ASSISTANCE AND/OR ADVICE WITHOUT LIABILITY TO SELLER AND AT BUYER'S SOLE RISK.

12. Products Sold "As-Is". ALL PRODUCTS ARE SOLD "AS IS" WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT SUCH PRODUCTS, OR ANY PRODUCTS, ARE MERCHANTABLE, FIT OR SUITABLE FOR ANY PARTICULAR PURPOSE.

13. BUYER'S REMEDIES AND LIMITATION OF SELLER'S LIABILITY. SELLER'S ENTIRE LIABILITY AND BUYER'S REMEDIES FOR DEFECTIVE PRODUCTS OR SELLER'S BREACH OF THE AGREEMENT ARE EXPRESSLY LIMITED AND CONDITIONED UPON THE FOLLOWING:

(a) SELLER'S LIABILITY FOR DEFECTIVE PRODUCTS SHALL BE LIMITED TO THE ACTUAL COST OF REPLACEMENT OF THOSE PRODUCTS CLEARLY SHOWN TO BE DEFECTIVE. BUYER SHALL AFFORD SELLER PROMPT AND REASONABLE OPPORTUNITY TO INSPECT ALL PRODUCTS OR MATERIALS AS TO WHICH ANY CLAIM IS MADE AND BUYER SHALL TAKE ALL REASONABLE STEPS NECESSARY TO PRESERVE SAME;

(b) BUYER'S EXCLUSIVE REMEDY FOR SHORTAGES IN DELIVERED PRODUCTS OR NON-CONFORMING PRODUCTS SHALL BE A CLAIM FOR MONETARY ADJUSTMENT OR, AT SELLER'S OPTION, SHIPMENT OF CONFORMING PRODUCTS;

(c) BUYER MUST NOTIFY SELLER IN WRITING OF ANY CLAIMED SHORTAGES OR NON-CONFORMING PRODUCTS WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT OF PRODUCTS. ALL OTHER CLAIMS MUST BE COMMUNICATED TO SELLER IN WRITING WITHIN THIRTY (30) DAYS AFTER USE OR RESALE BY BUYER OR SIX (6) MONTHS AFTER SHIPMENT TO BUYER, WHICHEVER FIRST OCCURS;

(d) IF THE PARTIES ARE UNABLE TO RESOLVE ANY DISPUTES WITH RESPECT TO ANY OF THE PRODUCTS, BUYER MUST INSTITUTE LEGAL ACTION AGAINST SELLER WITHIN ONE (1) YEAR OF SHIPMENT OF ANY OF THE PRODUCTS WHICH ARE THE SUBJECT OF THE CLAIM; AND

(e) UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, LOSSES OR EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS).

(f) Notwithstanding the provisions of Paragraphs 12 and 13 (a) - (e) above, to the extent that the manufacturer of any of the Products permits the warranty on the Products available to Seller to be assigned to Buyer, Seller hereby assigns such warranty(ies) to Buyer. Warranties made by manufacturers of Products are available by contacting Seller's customer service department or Seller's website, www.uscontainer.com.

14. Seller's Lien and Offset Rights. Seller reserves the right to assert its lien rights under California law and similar laws of other states as may be applicable, against any property of Buyer, and may offset, in whole or in part, and without notice to Buyer, any amounts due Buyer against any amounts due Seller under this Agreement.

15. Waiver of Jury Trial. BUYER AND SELLER HEREBY WAIVE THE RIGHT TO HAVE ANY DISPUTES RELATING IN ANY WAY WHATSOEVER TO THE SUBJECT MATTERS OF THE AGREEMENT RESOLVED, IN WHOLE OR IN PART, BY TRIAL BY JURY AND AGREE THAT ANY SUCH DISPUTES SHALL BE RESOLVED BEFORE A JUDGE OF A COURT OF COMPETENT JURISDICTION IN LOS ANGELES COUNTY, CALIFORNIA. Buyer hereby consents to jurisdiction of such courts and service of process by Certified Mail, addressed to Buyer, at the address shown in Buyer's Credit Application, or on the reverse side of this document.

16. General Terms. The terms and conditions set forth in this document constitute the entire agreement of the parties with respect to the subject matters hereof and supersede all prior, contemporaneous, and subsequent discussions and writings. No amendment of this document shall be valid unless in a writing signed by Buyer and Seller's President. If Buyer issues a purchase order or other document purporting to modify or otherwise relate to the Agreement or the Products, either as an original contract or as an amendment of the Agreement, such document issued by Buyer shall be considered to be for Buyer's internal use only. The undersigned represents and warrants that he/she/it is duly authorized to execute this document and thereby bind Buyer to all the terms and conditions contained herein. If any provision contained herein shall be held to be unenforceable, such holding shall not affect the enforceability of any other provision of the Agreement. The failure of a party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce such provision, or a waiver of any prior or subsequent breach of this Agreement. The prevailing party shall be entitled to reasonable attorneys' fees and costs in any action or proceeding to enforce this Agreement. The Agreement shall be deemed to have been made and entered into in the County of Los Angeles, State of California, and shall be construed in accordance with the laws of the State of California and the United States.

17.Seller's Website. Seller's website located at www.uscontainer.com contains a wealth of information about Seller and Products, including easy access to Seller's Standard Terms and Conditions, warranties made by manufacturers of Products and closing instructions for UN regulated containers. Rev. 07/04