SUPPLIER TERMS AND CONDITIONS

These terms and conditions (these "Terms") are incorporated into each purchase order for goods issued by Lagasse, Inc. ("Buyer"). The terms of each purchase order consist solely of these Terms, the terms on the purchase order, and any other written agreement that relates to the purchase of merchandise that is signed by Seller and an officer of Buyer. Buyer objects to any additional or different terms in or referenced by Seller's documents and such terms shall not be binding on Buyer, whether or not they would materially alter a purchase order. Seller will be deemed to have assented to all terms and conditions contained herein if any part of the goods covered by a purchase order is shipped or an invoice is presented in connection with the goods or Seller notifies Buyer of its acceptance of the purchase order. If any of these Terms conflict or are inconsistent with any other agreement between Supplier and Buyer, the Terms will control as to such conflict or inconsistency. As used in these Terms, "Product" means all goods purchased by Buyer directly or indirectly from Supplier, including all packaging, labels, parts, instructions, manuals and warranties included with such goods.

1. Supplier represents, warrants, covenants and agrees that:

(a) Supplier has and will convey to Buyer good and marketable title to all Products, free and clear of any security interests, liens, claims or encumbrances;

(b) all Products will be new, OEM items and will be free of defects in materials, workmanship, design or manufacture;

(c) all Products and any related services will conform to all applicable specifications, drawings, samples and descriptions furnished to Buyer, made generally available by Supplier or accompanying such Products, as well as all applicable legal requirements and governmental standards;

(d) all Products will meet or exceed and comply with all applicable American standards (including, as applicable, ANSI, ASME, ASTM, NEMA and UL);

(e) all Products have been or will be produced, packaged, tested, marked, labeled, shipped and invoiced in compliance with the applicable requirements of federal, state and local laws, regulations, ordinances and administrative orders and rules of the United States, its territories and all other countries in which Products are produced or delivered;

(f) the country of origin information Supplier provides to Buyer (or that it confirms to Buyer) is accurate and complete and Supplier agrees to immediately notify Buyer in writing if the country of origin of any Product changes;

(g) all claims made by Supplier in any packaging, labeling, advertising, or other consumer material in connection with any Product are true and have been substantiated by Supplier. Supplier authorizes Buyer to pass through the foregoing warranties, and any other applicable Supplier warranties relating to or accompanying Products, to Buyer's customers and, in turn, to such customers' respective end users/purchasers. All pass-through warranty recipients will be entitled to assert and enforce such warranties directly against Supplier in accordance with their respective terms.

2. Supplier will indemnify, defend (with counsel reasonably satisfactory to Buyer) and hold harmless Buyer, its subsidiaries, customers and affiliates, their successors and assigns and their respective directors, officers, employees, shareholders, representatives, agents and customers (Buyer and all such other parties collectively referred to as "Buyer Indemnitees") from and against any and all claims, actions, suits, demands, proceedings, liabilities, damages, fines, penalties, judgments, costs, expenses and losses of any kind whatsoever, including, without limitation, reasonable attorneys' fees and expenses (collectively, "Losses"), arising out of or relating to (i) any alleged or actual breach or non-satisfaction by Supplier or any of its employees, authorized representatives or advisors of any of Supplier's warranties, representations, covenants or obligations in these Terms, (ii) any actual or alleged breaches of Supplier's pass-through Product warranties to end users or other third parties, (iii) any other claims of any nature whatsoever that any Products have caused or contributed to bodily injury or death or damage to real or personal property, or (iv) any actual or alleged violation or infringement by Supplier or by any Product(s) (or related descriptions, designs, photographs, drawings, specifications or technical designations) of a patent, trademark, service mark, trade dress or copyright, or any actual or alleged misappropriation by Supplier of any trade secret or other proprietary or intellectual property or moral right, of any third party. In addition to the foregoing, if an infringement claim is made about a Product, Supplier will repurchase from Buyer, at the purchase price actually paid by Buyer, all affected Products possessed by Buyer or its downstream customers.

3. For purposes of these Terms and Conditions, "Materials" means catalogs, flyers and advertising, sales and marketing content created by or on behalf of Buyer or provided to Buyer by or on behalf of Supplier. Supplier will provide to Buyer all photo samples (analog and digital) and descriptions necessary for the production of Buyer Materials. Supplier agrees to review and assume responsibility for the accuracy of all product information contained in Buyer's Materials provided to it by Buyer, provided that Buyer submits proofs to Supplier for approval prior to publication. Supplier grants to Buyer a perpetual, nonexclusive, nontransferable, royalty free license to use, copy, modify (prepare derivative works), display and distribute, with the right to sublicense, Supplier's trademarks, service marks, trade names, trade dress, copyrights and rights of publicity associated with Products, including, without limitation, the photo samples and descriptions described above (and to incorporate the same into Buyer's Materials) for the purpose of marketing, promoting or selling Products through any promotional, advertising or distribution channel, including, without limitation, print or internet. Any designs, specifications, technical designations, drawings, patents, copyrights, trade secrets and other proprietary rights owned or licensed by Buyer and supplied by Buyer to Supplier in connection with any Buyer private label or other program for which Supplier provides any Products for Buyer will remain the exclusive property of Buyer or its licensors, and Supplier will not take any action that challenges or jeopardizes any such Buyer rights. Supplier will have no right, title or interest in or to any trademarks, service marks, trade dress, trade names, logos or related registrations or applications ("Marks") of Buyer or its affiliates, other than the right to use any such Marks as Buyer may direct in connection with any Products supplied to Buyer by Supplier under one of its private label programs.

4. If any Product is subject to a recall (including any Product safety notices) initiated by the manufacturer, any governmental body or otherwise, Supplier shall give Buyer immediate written notice of such recall. Supplier shall be responsible for all costs and expenses associated with the recall or notice and shall reimburse Buyer for all costs and expenses incurred by Buyer related to the recall or notice, including (i) recalling, shipping and destroying any recalled Products, (ii) Buyer's net landed cost of unsold Products that are subject to the recall and (iii) any other expenses incurred by Buyer or any downstream purchaser who acquires any recalled Product directly or indirectly from Buyer.

5. Absent a written agreement to the contrary signed by Buyer, title to Products will transfer to Buyer upon receipt of goods at Buyer's distribution facility.

6. These Terms and any orders or agreements that reference or incorporate them will be governed by and construed in accordance with the laws of the State of Illinois, as applied to contracts entered into and performed between parties located within Illinois. Buyer and Supplier agree that the Buyer Nations Convention on Contracts for?the International Sale of Goods will not apply. Supplier and Buyer consent to the personal and subject matter jurisdiction of the state and/or federal courts located in Cook County, Illinois and agree that the proper and exclusive venue for any dispute concerning any Supplier Agreement will be in such courts. All objections to such jurisdiction or venue are hereby waived. Supplier consents to service of process as permitted under Illinois law or by certified mail, return receipt requested.