AGREEMENT TO MANUFACTURE

This Agreement is made this date by and between A&S CASE COMPANY INC., a California corporation, hereinafter referred to as A&S, and the signatory herein, hereinafter referred to as Buyer.  Whereas, Buyer agrees to purchase from A&S and A&S agrees to Manufacture and Sell to Buyer the products as specified herein and made a part hereof.

1. Agreement to Manufacture: Whereas, Buyer hereby orders from A&S and A&S hereby accepts to Manufacture the specific prod­ucts as specified on this order, including any design drawings furnished by Buyer and attached hereto and made a part hereof.
   
   
2. Price: Buyer agrees to pay to A&S the sums as specified on this order attached hereto and made a part hereof. All sums are due and payable in full prior to delivery, unless otherwise specifically set forth on this order attached hereto and made a part hereof.
   
   
3. Specifications: The specifications as set forth on this order including any design drawing and specifications are attached hereto and made a part hereof are hereby approved by Buyer. Buyer hereby agrees that the manufacture of the specified products in accordance therewith shall constitute the full and complete performance under the terms of this Agreement by A&S.
4. Retention of Title: A&S shall retain full and complete legal title for the products specified on this order until such time as buyer has paid for each product in full pursuant to the terms hereof. Buyer hereby agrees to execute any such document as may be reasonably required by A&S at any time to permit A&S to record its retention of title and/or a security interest in said products or any part thereof.
5. Right to Possession: In the event that buyer shall for any reason fail to comply with the terms hereof and to make payment as required herein, buyer hereby expressly agrees and consents that A&S shall have the right to immediate possession of all products described herein, whether in the possession of buyer or otherwise; Buyer hereby agrees to indemnify and hold A&S harmless from any and all damages and/or liability including but not limited to costs of suit and attorneys fees which A&S may incur as a result of its taking possession of the said products pursuant to the terms hereof.
6. Risk of Loss: Upon delivery of product by A&S to Buyer or Buyer's representative, Buyer shall become fully responsible for the full purchase price thereof. Buyer shall assume all risk of loss, theft, or destruction from any cause whatsoever including shipping.
7. Buyer's Default: in the event of Buyers Default, A&S shall have all remedies available to it pursuant to law, including but not limited to the taking of possession of the said product or products. After taking possession, A&S may dispose of said merchandise pursuant to law and proceeds of any disposition of said product may be applied by A&S to the payment expenses in connection with the manufacture, delivery, and repossession of said product, including but not limited to, expenses of retaking, holding, preparing for sale or lease, selling, leasing, and including reasonable attorneys fees and legal expenses. If the subsequent sale or other disposition of said product fails to satisfy the obligation of Buyer herein for the full purchase price and expenses related thereto as described herein, Buyer shall be liable for any deficiency.
8. Cancellation of Orders: All orders placed by Buyer for the Manufacture of Products from A&S shall be non-cancelable. A&S reserves the right to cancel, suspend, refuse or delay shipment of any orders placed by Buyer in the event that Buyer fails; (1) to make any payment as provided for herein or on any Order; (2) to meet the credit or financial requirements established by A&S; or (3) otherwise to comply with the Terms and Conditions of this Agreement.
9. Non-Waiver:  Any failure by A&S to exercise or assert any rights set forth in the Agreement, shall not constitute a waiver thereof. Nothing in this agreement or the obligation secured by it shall preclude any other remedy by action or otherwise for the enforcement of this Agreement of the full payment of the obligations secured by it.
10. One Year Limited Warranty: A&S warrants to the original Buyer, that the products manufactured by it herein shall be free of defects in material and workmanship under normal use for a period of (90) Days Parts and Labor, (12) Months, Parts Only, from the date of delivery to Buyer. During the Warranty Period A&S will repair or replace, at it's sole option, any defective parts or Product's returned to it, freight prepaid, return freight paid. This warranty does not apply to the appearance items of the Product nor to any Product which has been subjected to misuse, abnormal service or handling or which has been altered or modified in design or construction. This Warranty is in lieu of all other warranties, expressed, implied or statutory, including the warranty of merchantability and the warranty of fitness or of suitability for a particular purpose. All claims for repairs must be returned to A&S freight prepaid with prior return authorization.
11. Limitation of Liability: A&S's liability under the warranty shall be limited to the repair or replacement of any defective products manufactured by A&S at the sole discretion of A&S. In no event shall A&S be liable for the cost of procurement of substitute Products by the Buyer or for any special, consequential or incidental damages for breach of warranty.
12. Storage: In the event that Buyer does not take Delivery of, or make satisfactory arrangements with A&S for the Delivery of the Products within 15 days after the completion of the manufacture of the Products, then A&S shall have the exclusive option of placing all of the Buyers Products into storage at the sole expense of Buyer Including all applicable shipping and handling charges.
13. Parts: All sales of parts are final.
14. Freight and Taxes: Buyer shall pay the cost of freight, insurance and any taxes, levies, duties or fees related to the purchase of the products.
15. Enforcement of Agreement: In the event that either party is required to retain the services of an attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement, then the prevailing party shall be entitled to recover from the other party, in addition to any other relief awarded or granted, it's reasonable costs and expenses, including attorney fees, incurred in the proceeding.
16. Entire Agreement: The Parties acknowledge that this Agreement expresses their entire understanding and Agreement, and that there has been no other warranties, representations or covenants made by either party to the other except as expressly set forth herein. This agreement supersedes any and all prior Agreements or Contracts, whether written or oral, entered into between the Parties with respect to the Products ordered herein and may only be modified in writing and shall be governed by the laws of the State of California.
17. Notices: All notices, demands or consents required or permitted by law under this Agreement shall be in writing and shall be delivered or mailed certified return receipt requested to the respective parties at the address set forth herein or at such other address as such party shall specify to the other party in writing. Any notice required or permitted to be given by the provisions of this Agreement shall be conclusively deemed to have been received on the day  it is delivered to that party by U.S. Mail with Acknowledgement of Receipt or by any commercial courier providing equivalent acknowledgement of receipt.