"Seller" herein refers to KURZ TRANSFER PRODUCTS, L.P. , INC.;

"Buyer" refers to the company or other person named as such on the face hereof; "Acknowledgment" refers to these Terms of Sale together with the material on the face side hereof; and "Goods" herein refers to the items of tangible personal property described in this Acknowledgment.

The terms set forth on the front and reverse side of this Acknowledgment supersede any contrary provision presented by the Seller or supplier identified on the reverse side hereof or any other person or entity in any written form or otherwise and may not be changed in any manner other than a writing signed by an authorized representative of Seller. To the extent that this Acknowledgment constitutes an acceptance by Seller of an offer by Buyer, the acceptance is expressly conditioned on Buyer's assent to terms and conditions herein which are additional or different to those presented by the Buyer. To the extent that any portion of this Acknowledgment constitutes an offer, acceptance is expressly limited to the terms of the offer.

The Goods will be shipped as directed on the face hereof or, absent such direction, to the address of Buyer shown on the face hereof. Unless otherwise stated on the face of this Acknowledgment, the delivery terms will be F.O.B. Seller's facility from which shipment is made. Buyer shall specify to Seller, in writing, in ample time prior to shipment, the carrier Buyer desires to carry the Goods, failing which, Seller may select any recognized common carrier without responsibility or liability to Buyer for such selection. Seller shall have no obligation to arrange for any valuation of the Goods over and above the valuation provided in the carrier's tariffs or other rate schedules at the lowest rates of carriage. Buyer acknowledges that the risk of loss shall pass to Buyer upon the common carrier taking possession of the Goods and that Buyer shall have the sole responsibility to insure the Goods against loss.

If the face of this Acknowledgment is marked to show that the Goods are of Seller's manufacture, in whole or in part, delivery date(s) are determined from the date this Acknowledgment becomes a contract and are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery. In such cases, Seller's obligation with respect to delivery is limited to placing an order for the Goods and using all reasonable means to obtain the goods in time to meet the approximate delivery date(s) specified in this Acknowledgment.

Unless otherwise stated on the face of this Acknowledgment, the payment terms shall be that Buyer shall:

• (i) pay the amount of the down payment, if any, stated on the face of this Acknowledgment, in cash, at or before the time when this Acknowledgment becomes a contract;
• (ii) pay such other amounts, at such other times, as the face of this Acknowledgment requires prior to shipment of the Goods; and
• (iii) provided that Buyer meets Seller's credit standards at the time of delivery of any part of the Goods, Buyer shall pay the balance owing (or the entire sales price, if there is no down payment) net 30 days after shipment.

To secure payment in full for the Goods and other charges which may be due and owing hereunder, and in addition to Buyer's retention of a purchase money security interest in the Goods, Buyer hereby grants to Seller a first lien on, and security interest in, the Goods and all products and proceeds thereof together with all insurance proceeds with respect thereto. It is intended that this provision shall constitute a security agreement under the Uniform Commercial Code of the State of North Carolina (the "Code") and Seller shall be entitled to all rights and protections afforded to a secured party under the Code. Buyer hereby grants to Seller a power of attorney with full power of substitution to execute on behalf of Buyer such UCC-1 Financing Statements as may be necessary or appropriate to perfect Seller's security interest in the Goods. If Seller repossesses the Goods, Seller may resell the Goods after ten (10) days' prior written notice to Buyer.

(a) The Goods covered hereby constitute "hot stamping foils", heat transfer products, or decorative sheets, accordingly, Buyer acknowledges and agrees that:

• (i) Such Goods are manufactured in relation to known color standards within an agreed upon color variation commonly referred to as a "commercial match", accordingly, some color variations will occur from roll to roll or from Acknowledgment to Acknowledgment, and provided that such Goods are manufactured in conformity with such "commercial match" such Goods shall be deemed to be "conforming goods" as defined under the Code;
• (ii) Such Goods are manufactured according to established product specifications in regard to adhesion, abrasion resistance, ultra violet fade, etc. The standards published by Seller are averages under laboratory conditions only and are accurate as stated, however such statements are not intended to project exact performance standards to be achieved by Buyer with respect to such items and any implied warranty with respect thereto is hereby expressly disclaimed;
• (iii) Seller has made no evaluation or determination as to the suitability of the Goods for any of Buyer's purposes. Buyer has been, and is solely responsible for, the uses to which Buyer it will put the Goods and for any determination of the suitability or fitness of the Goods for any such purposes;
• (iv) Buyer acknowledges and agrees that Seller shall have no liability or responsibility whatsoever to Buyer, Buyer's customers, secondary processors, the customers of such secondary processors, or any other person in the event that the Goods are utilized (x) in an application other than that which was intended by Buyer as of the date hereof, or are applied to substrate in a manner inconsistent with such statements, technical information and recommendations, or (y) by Buyer's purchasers (including the subsequent purchasers of such purchasers) in further manufacturing processes, other than if such manufacturing processes and related materials with respect to such Goods have been fully and completely disclosed in writing to Seller and the subsequent manufacturing processes and related materials have been conducted, utilized and applied as contemplated; and
• (v) Buyer acknowledges and agrees that to the extent available, (x) Seller has advised and made available to Buyer, or Buyer's representatives, technical information describing such Goods and their applications in the form of Technical Data Sheets germane to the Goods, and (y) the information set forth in such Technical Data Sheets is advisory only and DOES NOT CONSTITUTE ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

(b) Provided that the Goods are properly stored and are properly applied to the appropriate substrate and utilized in the application for which such Goods were intended, Seller warrants for a period of 6 months following the shipment of the Goods that the Goods will be free from defects in material and workmanship. Should any of the Goods fail to conform with such limited warranty, at Seller's election, Seller's liability shall be limited solely to either repair or replace such defective Goods. OTHER THAN AS SET FORTH HEREIN, SELLER DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER WARRANTY OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO SUCH GOODS.

(c) Notwithstanding the foregoing, Buyer acknowledges and agrees that upon delivery, but in all events within seven (7) days of delivery, Buyer shall promptly inspect all Goods and promptly notify Seller with specificity in writing of: (i) the existence of any patent defects or non-conforming goods; or (ii) the failure of the shipment of the Goods to conform to the Acknowledgment, including, but not limited to the timeliness of the delivery of such Goods. Buyer acknowledges and agrees that if Buyer fails to give the notice required by the immediately preceding sentence, it shall be conclusively presumed that, other than with respect to latent defects which could not practicably be ascertained by physical inspection, the Goods as delivered were (a) free and clear of any patent defects, (b) "conforming goods" as such term is defined in the Code, (c) timely delivered, and (d) otherwise conformity with the terms of the Acknowledgment.

(d) Buyer acknowledges and agrees that no salesman, officer, agent or other representative of Seller, nor is any officer, agent or other representative of the manufacturer, is authorized to make any representation contrary to the foregoing and that any attempt to do so shall not be binding upon Seller.

Notwithstanding any provision herein to the contrary, and other than as otherwise expressly set forth herein, Buyer acknowledges and agrees that Seller shall have no liability to Buyer in connection with the Goods in excess of the total amount of consideration paid to Seller hereunder. Under no circumstances shall Seller have any liability to Buyer, or to any of Buyer's customers, for any direct, special, consequential or incidental damages, or lost profits in connection with the Goods sold hereunder. No action shall be brought by Buyer for any breach of any contract arising or resulting from this Acknowledgment more than one year after the cause of action therefor accrues.

Seller shall not be liable for delays or failures in performance resulting directly or indirectly from delays in manufacture, shipping, delivery, weather or other Acts of God, acts on the part of any governmental authority, strikes or other labor related matters, or other elements of performance beyond the reasonable control of Seller. Dates of delivery shall be extended for a period equal to the time lost by reason of any such cause without liability or penalty of any kind. If, at any time, it shall appear that any delay resulting from any such cause shall exceed sixty (60) days, Seller may cancel this Acknowledgment, and any contract arising or resulting from this Acknowledgment without further obligation hereunder.

and other Intellectual Property

To the extent that the Acknowledgment contemplates the production of Goods utilizing copyrights, trademarks, servicemarks, tradedress, or other intellectual property supplied to Seller by, or on behalf of, Buyer (collectively, the "Intellectual Property"), Buyer represents and warrants that Buyer is either the owner, or the authorized licensee of such Intellectual Property, but in either case has the free and unencumbered right to utilize such Intellectual Property in the manner contemplated by ultimate utilization of the Goods. Such representation and warranty shall survive the manufacture and delivery of the Goods. Buyer hereby agrees to indemnify and hold Seller, its shareholders, officers, directors, agents, servants, employees, and each of their respective affiliates, harmless from and against any and all damages, losses and costs of defense (including reasonable counsel fees) arising out of the breach of such representation and warranty.

If the face side of this Acknowledgment is marked to show that the Goods are not of Seller's manufacture, in whole or in part, or if, under the terms on the face side of this Acknowledgment, the Goods are not deemed to be of Seller's manufacture, in whole or in part, Buyer recognizes that, with respect to such Goods, Seller is not the manufacturer, but is merely a distributor or manufacturer's agent and does not manufacture the Goods.

A. Limited Warranty - Goods Not of Seller's Manufacture. If the Goods identified on the face side of this Acknowledgment are identified as being manufactured by anyone other than Seller, then the provisions of this Section shall apply and the provisions of Section 5 of this Acknowledgment shall not apply.

• (i) Buyer recognizes that with respect to Goods not manufactured by Seller, Seller is not the manufacturer, but merely a distributor or manufacturer's agent, and does not manufacture the Goods, and Seller has not participated in the design or testing of such Goods. SELLER THEREFORE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR OTHERWISE, CONCERNING SUCH GOODS, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE SIDE OF THIS Acknowledgment.
• (ii) Buyer acknowledges and agrees that no salesman, officer, agent or other representative of Seller, nor is any officer, agent or other representative of the manufacturer, is authorized to make any representation contrary to the foregoing and that any attempt to do so shall not be binding upon Seller.

B. Safety and Notice of Accidents - Machinery. Buyer shall use, and shall require its employees to use, in the operation of the Goods which constitute machinery all safety devices, guards, and proper safe operating procedures as are required by OSHA, other federal, state and local law and generally accepted safe manufacturing processes. Buyer shall not remove or modify any safety devices, guards or warning signs. Buyer shall notify Seller promptly, and in any event within thirty (30) days, of any accident or malfunction involving such Goods which results in personal injury or damage to property and shall cooperate fully with Seller in investigating and determining the cause of such accident or malfunction. If Buyer shall at any time resell such Goods, Buyer shall cause its purchaser to undertake the same obligations to Seller as Buyer has undertaken in this section, including without limitation the obligation stated in the immediately preceding sentence. If Buyer fails to strictly observe the obligations set forth in this Section, Buyer agrees to indemnify and hold Seller, its shareholders, officers, directors, agents, servants, employees, and each of their respective affiliates, harmless from and against any and all damages, losses and costs of defense (including reasonable counsel fees) resulting from persons or property injured directly or indirectly in connection with the operation of such Goods.

C. Special Goods. If this Acknowledgment provides for special machinery or special tooling, this Acknowledgment will not bind Seller for those items until Seller shall have completed Seller's engineering, reviewed the prices on the basis of complete drawings and specifications and advised Buyer that Seller will deliver at the price(s) stated on the face hereof.

Provided that both Buyer and Seller have completed and executed Seller's form of Electronic Trading Letter, in the event that the purchaser order of the Buyer is submitted by the Buyer to the Seller by electronic media, or the Seller has elected to acknowledge Buyer's purchase order by electronic media, these Terms and Conditions shall apply as if such transaction were not conducted by electronic media, and all such electronic communications and transactions shall be governed by the Uniform Electronic Transactions Act, as adopted by the Commonwealth of Pennsylvania, and be conducted pursuant to the terms of Seller's form of Electronic Trading Letter.

Other than in connection with the use of the Goods in connection with the finished product, without the prior written consent of the Seller, Buyer may not disclose to any third party, documents, knowledge, information, tools molds, samples, models, profiles, drawings, Technical Data Sheets, manuscripts or other technical information in respect of the Goods covered hereby (the "Covered Information") regardless of the form of delivery thereof, including, but not limited to electronic media. Notwithstanding the forgoing, the term Covered Information shall not include information which at the time of receipt by the Buyer is generally known to the public or was created solely by the Buyer.

(i) Any tax imposed by federal, state, or other governmental authority on the sale or use of the Goods (other than income taxes imposed upon Seller in connection with Seller's business) shall be paid by Buyer in addition to the purchase price.

(ii) This Acknowledgment shall be construed in accordance with the laws of the State of North Carolina with respect to contracts to be executed and performed within the State of North Carolina.

(iii) In the event of a dispute hereunder, Buyer and Seller consent to the exclusive jurisdiction of the courts sitting in Charlotte, North Carolina.

(iv) This Acknowledgment constitutes the entire understanding of Buyer and Seller with respect to the Goods covered hereby and supersedes all prior agreements and understandings (whether written or oral) with respect thereto.

(v) Subject to the limitations set forth in Section 5(d) hereof, which shall in all circumstances prevail, no amendment or other modification or attempted modification of the terms hereof shall be effective without a written agreement executed by a duly authorized officer of Buyer and Seller.

(vi) Any assignment of this Acknowledgment or of any rights hereunder or hypothecation hereof in any manner, in whole or in part, without the prior written consent of Seller shall be void. The terms of this Acknowledgment shall be binding upon the respective successors and (permitted) assigns of Buyer and Seller.

(vii) Failure of Seller to insist upon strict performance of any of the terms or conditions hereof, failure or delay to exercise any rights or remedies provided herein, shall not be deemed a waiver of any right of Seller to insist upon strict performance hereof or any of its rights or remedies, or as to any prior or subsequent default hereunder, nor shall any termination of this agreement operate as a waiver of any of the terms hereof.