Exhibit 1

Terms and Conditions of Sale of Adoption Agreement

  1. Price – The applicable sales prices shall be those in effect on the date of order of the products.

  2. Delivery – Delivery terms for all products sold to the customers shall be F.O.B. origin, freight prepaid and added or as otherwise quoted within the service area, which shall be the United States of America. All standard packaging and preparation shall be included in the sales price. 

  3. Title and Risk of Loss – Title and risk of loss to all products sold hereunder shall pass from Supplier to Client or its customers upon delivery except in the case where products are drop shipped by a manufacturer in which case title and risk of loss shall pass at the shipping point. Passing of title and risk of loss do not impact Client’s or its customers’ right to reject defective, damaged or unordered products.

  4. Limited Warranty – Supplier warrants that the products are and shall be fit and sufficient for the typical purposes for which they were manufactured; and the products are of good quality and free from defects at time of delivery. The foregoing warranties are limited to the scope and duration of the warranties given to Supplier by its manufacturers. Supplier will make available to Client or customers all transferable warranties (including without limitation warranties with respect to intellectual property infringement) made to Supplier by the manufacturer of the products. Supplier further warrants that all services shall be performed in a professional and workmanlike manner in conformity with applicable law and the highest standards of quality in the industry and in a manner so as to ensure the safety of all persons and the preservation of property.  SUPPLIER MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT.

  5. Limit of Liability – To the maximum extent permitted by law, in no event shall Supplier be liable to any Client or customer for any special, incidental, consequential, punitive, exemplary, or any indirect damages, or for lost profits or data (whether sounding in contract, tort, strict liability, or otherwise), all regardless of whether Supplier knew or should have known of the possibility of such losses., unless such damages result from Claims for bodily harm or property damage. In no event shall Supplier’s liability exceed the reasonable actual, direct, out of pocket damages incurred by Client or customer.

  6. P-Card – The Client and customer shall have the right, in addition to making payment utilizing the traditional check method or funds transfer, etc., to use a purchasing card or other credit card, including v-cards, (“P-Card”) to pay for purchases of products at no additional cost or charge hereunder, but only for point of purchase transactions. Purchasing cards or any credit cards may not be used to pay for any balances invoiced with credit terms.

  7. Return of Goods – Credit may be allowed for goods returned with prior approval. A deduction may be made from credits issued to cover cost of handling and possible restocking charges.

  8. Reels – When Supplier ships returnable reels, a reel deposit may be included in the invoice. The Client or its customer should contact the nearest Supplier service location to return reels.

  9. Taxes – sales prices do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or shipments will be added to the sale price. Client and its customers agree to reimburse Supplier for any such tax or provide Supplier with acceptable tax exemption certificate.

  10. Modification of Terms and Conditions – No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon either party unless made in writing and signed on its behalf by a duly authorized representative of each party. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Any proposed modifications or additional terms are specifically rejected and deemed a material alteration hereof.

  11. Certification – Supplier hereby certifies that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. This agreement is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Veterans’ Readjustment Assistance Act of 1974, as amended, E.O. 13496, 29 CFR Part 471, Appendix A to Subpart A, and the corresponding regulations, to the extent required by law. 41 CFR 60-1.4, 60-741.5, and 60-250.5 are incorporated herein by reference, to the extent legally required.

  12. Foreign Corrupt Practices Act – Client and its customers shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention Against Corruption in Client’s country or any country where performance of this agreement or delivery of goods will occur.

  13. Exporting – Client and its customers acknowledge that this order and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders. Client and its customers agree to comply with all such laws, regulations, and orders, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. Client and its customers further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Client or its customers have obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters.