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AMUSEMENT SUPPLY COMPANY’S TERMS AND CONDITIONS OF SALE

FOR PURCHASE ORDERS SUBMITTED BY BUYER

CONTROLLING TERMS AND CONDITIONS.

Supply Company (“Seller”) hereby provides notice of its objection to each and every term,

condition, and/or provision of Buyer’s Purchaser Order (“O rder”) which is, in any way,

inconsistent with or in addition to the terms and conditions hereof, or is any change from

the quoted applicable wholesaler/retail prices. Buyer’s inconsistent or additional terms,

conditions, and/or provisions, if any, shall not be applicable hereto or binding upon Seller

and in no event shall any such inconsistent or additional term, condition, and/or provision

of Buyer's Order, whether by acknowledgment or otherwise, become a part of this

agreement. If Buyer objects to one or more of the terms herein, such objection must be

in writing and received by Seller prior to the commencement of performance by Seller.

Each Order is subject to written acknowledgment and acceptance by Seller, plus payment

of all monies due with the Order. Acceptance and/or retention by Buyer or by any of its

customers of any goods or any part thereof delivered by Seller hereunder shall be

conclusively deemed acceptance of the terms and conditions hereof. Seller's failure to

object to terms contained in any communication from Buyer shall not be a waiver of the

terms hereof. The Order does not contemplate that Seller will thereafter furnish to Buyer

any consumable parts for the goods or will provide any routine maintenance services.

Party W orks, LLC, d/b/a Amusement
PRICES.

in each Order) are to be exclusive of all shipping and handling costs, applicable

taxes/duties and insurance, all of which shall be payable by the Buyer in addition to the

applicable retail or wholesale prices quoted. Seller also reserves the right to correct any

and all typographical and/or clerical errors. The reasonable costs of storing, warehousing

and maintaining the goods prior to delivery, and the costs of shipping, handling, packaging

and insuring the goods sold are not included in the quoted prices, unless specifically noted

in the quotation. Purchaser shall separately pay for all expenses of removing and

transporting the goods from the Seller’s or its supplier's place of business or warehouse,

unless specifically noted in the quotation. Seller will use its commercially-reasonable

efforts to provide installation supervision and/or specific training for the goods purchased

following delivery and installation, upon reasonable advance written request from the

Buyer, all of which shall be at the sole cost and expense of Purchaser (the costs of which

will vary but which will be subject to Seller’s quoted hourly charges in existence from time

to time, plus reasonable travel and per diem costs, unless set out in the Order).

The applicable quoted retail or wholesale prices (shown in United States dollars
TITLE AND DELIVERY.

title and liability for loss or damage thereto shall pass to Buyer upon Seller's tender of

delivery of the goods to a carrier for shipment to Buyer, unless otherwise agreed and

stated on the face hereof and on Seller’s Order; however, in no event shall any loss or

damage after delivery of the goods to a carrier relieve Buyer from any obligation

hereunder. Buyer shall bear all insurance and transportation expenses, including, without

limitation, responsibility for any taxes, duties, or documentation. Seller may deliver the

goods in installments. Shipping dates are approximate only and Seller shall not be liable

for any loss or expense (consequential or otherwise) incurred by Buyer or Buyer's

customers if Seller fails to meet the specified delivery schedule. Buyer understands and

acknowledges that there may possibly be reasonable delivery delays on large quantities

of products contained in an Order. Shipments shall be freight pre-paid.

Goods shall be delivered F.O.B. Seller's shipping location and
TERMS AND METHOD OF PAYMENT.

accept any Order without payment in full of the applicable prices, plus shipping and

handling costs, applicable taxes/duties and insurance, unless Buyer has made prior credit

arrangements with Seller. In the amount the Buyer has incorrectly determined the prices,

taxes or other financial components in its Order, the Buyer shall nevertheless be liable for

payment in full of all applicable costs and charges. Seller may be able to assist the Buyer

with credit terms should Seller (and, in certain situations, its unrelated banking reference)

be satisfied with the creditworthiness of the Buyer or with Buyer’s customer(s), as

applicable, but nothing contained herein is any promise that Seller will accept any Order

which is submitted without payment in full. Unless alternative arrangements have been

made in advance with the Seller (reflected by a clear writing from the Seller agreeing to

same), the Buyer will wire transfer monies owed for any Order to a special account

established by the Seller (or alternatively, forward to Seller a certified or bank cashier’s

check). All costs of collection, including, but not limited to, reasonable attorneys' fees,

shall be borne by Buyer. If payment in U.S. dollars is not received for all items for which

the Buyer is responsible, according to the terms of sale, then Seller shall charge interest

at 1.5% per month on any unpaid balance, and/or exercise any and all rights and remedies

at law or in equity. Finally, where Buyer is five (5) or more days delinquent in its payment

of any amounts owed to the Seller, no further shipment of goods (either individual orders

or installments) shall be m ade until such delinquency is remedied to satisfaction of Seller.

If the goods are delivered in installments, Buyer shall pay for each installment in

accordance with the terms hereof. Payment shall be made for the goods without regard

to whether Buyer has made or m ay m ake any inspection of the goods. Any goods held for

Buyer shall be at Buyer's sole risk and expense.

Until the goods are paid for in full, Seller retains a security interest in the goods and shall

have all rights of a secured party therein pursuant to the provisions of the applicable

Uniform Commercial Code (or other similar foreign country laws). Buyer shall, upon

request of Seller, execute a Financing Statement (or similar documentation) as required

by applicable Uniform Commercial Code (or other sim ilar foreign laws), and Seller shall

have the right to require receipt of such same prior to any shipment. In furtherance of the

foregoing, an irrevocable power, coupled with an interest, is hereby granted by Buyer and

reserved unto Seller to execute such Financing Statement (or sim ilar documentation) in

Buyer's behalf and stead. The acceptance of goods by Buyer or its customers shall be

deemed a grant and an acknowledgment of and conclusive evidence of such grant and

reservation of power to Seller as Buyer's attorney-in-fact for purposes of executing each

and every such Financing Statements (or similar documentation).

Sales are contingent upon and Seller will not
CONTINGENCIES.

any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of

any contingency beyond the control either of Seller or Seller's suppliers, including, but not

limited to, war (declared or not), act of terrorism, sabotage, insurrection, riot, or other act

of civil disobedience, act of a public enemy, failure or delay in transportation, act of any

government or subdivision thereof affecting the terms of the sale or otherwise, judicial

action, labor dispute, accident, fire, explosion, flood, storm, or other act of God, shortage

of labor, fuel, raw material, or machinery, or technical failure where Seller has exercised

ordinary care in the prevention thereof. If any contingency occurs, Seller may allocate

production and deliveries among Seller's customers.

Seller shall be excused from performance and shall not be liable for
CANCELLATION.

An Order may not be canceled unilaterally by Buyer.
DISCLAIMER OF WARRANTIES.

on the face of this Agreement or in a separate writing, signed by a duly authorized

representative of Seller, furnished to Buyer by Seller,

EXPRESSED OR IMPLIED, MADE BY SELLER HEREIN ON THE GOODS OR ANY

PART THEREOF SOLD HEREBY, WHETHER NEW, USED OR REFURBISHED.

SPECIFICALLY, THE BUYER ACKNOWLEDGES THAT THERE ARE NO IMPLIED

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR

PURPOSE BEING MADE BY THE SELLER WITH RESPECT TO THE GOODS, OR ANY

PART THEREOF WHICH ARE BEING SOLD HEREBY. FURTHER, SELLER MAKES

ABSOLUTELY NO REPRESENTATION OR WARRANTIES AS TO CONFORMITY TO

INTERNATIONAL, NATIONAL, PROVINCIAL, STATE, OR LOCAL LAW REGARDING

USAGE OF THE GOODS, OR ANY PART THEREOF, FOR THE BUSINESS ACTIVITIES

INTENDED BY BUYER OR ITS CUSTOMERS. ALL USED OR REFURBISHED GOODS

SOLD “AS IS.”

were manufactured and/or refurbished in a good and workmanlike manner, using sound

commercially-reasonable materials. Any warranty claim must be made with the applicable

manufacturer of the goods, unless some separate limited warranty has been agreed upon,

in writing, by Seller when the Order was accepted.

LIABLE TO BUYER OR ANY OF BUYER’S CUSTOMERS OR ANYONE ELSE FOR

SPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY

BREACH OF THE PROVISIONS OF THIS CONTRACT OF SALE OF GOODS OR FOR

TORTIOUS CONDUCT EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT

LIMITED TO, THE FOLLOWING: LOSS OF GOOD WILL, LOSS OF PROFITS, LOSS

OF USE OR INTERRUPTION OF BUSINESS.

reading/following all product warnings and limitations.

Except as may be otherwise provided in writing, eitherTHERE ARE NO WARRANTIES,Seller warrants only that, to the best of its knowledge and belief, the goodsIN NO EVENT SHALL SELLER BEBuyer understands the importance of
DAMAGE OR SHORTAGE.

must be made within ten (10) working days of receipt of the goods. If the goods arrive

unsatisfactorily, it is necessary that the shipping company be notified immediately for

inspection and the insurance carrier should be notified about making a claim for damages.

Any goods being returned to Seller must have management approval from Seller.

Any claim relating to the shipment or packaging of goods
SET-OFF.

at any time from Seller to Buyer.

Buyer shall not, at any time, be entitled to set off any amount whatsoever owing
APPLICABLE LAW.

governed by the laws of the Commonwealth of Kentucky (U.S.A.) for contracts made and

to be performed in Kentucky. T his contract shall be deemed to have been made and

accepted in Oldham County, Kentucky. Subject matter and personal jurisdiction over any

dispute under this contract and over any of the parties to this contract shall by agreement

of the parties be conferred upon the Oldham Circuit Court of the Commonwealth of

Kentucky located in LaGrange, Kentucky or upon the United States District Court for the

Western District of Kentucky (at Louisville).

The validity, performance, and construction of this contract shall be
LIMITATION OF ACTION.

(2) years of the date of Seller’s acknowledgment and acceptance of Buyer’s O rder.

Any action based upon this contract must be brought within two
NON-WAIVER.

performance of any of the terms, covenants, or conditions of this agreement or to exercise

any right or remedy hereunder or at law or in equity, shall not be construed as a waiver or

relinquishment of any such term, condition, right, or remedy or any other terms, conditions,

rights, or remedies under this agreement or of any future performance of any term ,

covenant, or condition or the future exercise of any such right or remedy. Each shipment

made hereunder shall be considered a separate transaction. In the event of any default by

Buyer, Seller may decline to make further shipments. If Seller elects to continue to make

shipments, Seller's action shall not constitute a waiver of any default by Buyer or, in any

way, affect Seller's legal rights or remedies for any such default.

The failure of Seller to insist in any one or m ore instances upon the
ENTIRE AGREEMENT; SEVERABILITY.

agreement between the parties relating to the sale of the goods described herein and

supersedes all previous communications, representations, or agreements, either oral or

written, with respect to the subject m atter hereof. No representations or statements of any

kind made by any representative of Seller which are not stated herein shall be binding on

Seller. No addition to, modification of, or supplementation of any provision to the contrary

shall be binding upon Seller unless made in writing and signed by a duly authorized

representative of Seller. No course of dealing or usage of trade or course of performance

shall be relevant to explain, modify, or supplement any term expressed in this contract. In

case one or more of the provisions in this contract should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Neither party shall take any direct or indirect actions to circumvent the intent of this contract.

This contract constitutes the entire and only

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