Terms and conditions

Capstone Art retains the exclusive right to represent our artwork on the internet.
The terms and conditions, to which the foregoing sale, as set forth on the front of this Sales Order, is
subject, are set forth below.  Capstone Art ("Seller") expressly conditions the sale upon Buyer's assenting
to these terms and conditions.  By accepting delivery of the goods ("Goods") described on the front of this
Sales Order or in any related Invoice ("Invoice"), Buyer expressly assents to the terms and conditions
HEREIN SET FORTH.  For administrative convenience, orders may be placed by Buyer on its ordinary
purchase order forms, and such orders may be acknowledged by Seller on its acknowledgement forms,
but the terms and conditions stated in such forms of Buyer or Seller shall have no effect to the extent that
they are inconsistent with any of the terms, conditions or provisions of this Sales Order.

1.              Price and Payment Terms.
                            (a)                All Sales Orders shall be paid for as indicated on the front of this Sales
Order as follows:
(i)             "On Account" - net 30 days (these terms are applicable if Buyer is
already established on account);
(ii)            "Proforma" - 100% payment upon placement of Sales Order;
(iii)            "Custom Orders" - 50% deposit required upon placement of Sales
Seller reserves the right to reject, approve or modify payment terms for all Buyers.  A Finance
Charge of 1.5% per month is applied to past due invoices.  A $25.00 fee will be charged on all returned

(b)        Selling prices for the Goods transmitted pursuant to this Sales Order exclude all
Federal, state and local, sales, use, transaction privilege, occupation, processing, other excise and similar
taxes.  Such taxes shall be added to the Invoices as a separate line item, or be separately invoiced, and
in any event shall be paid by Buyer.
(c)        All prices are subject to change without notice.
2.              Deductions.  Under no circumstances shall Buyer assume settlement via deduction from
remittance due.  Unauthorized deductions will be charged back to Buyer, including a 1.5% finance charge
on past due invoice balances.  Seller will promptly issue credit memos to cover authorized returns or
other agreed upon adjustments.  Application of such credit memos is the only method of settlement
allowed other than full payment.  All repairs are subject to approval by Seller.  No repairs will be credited
without written authorization.
HEREUNDER.  If goods are handled and cared for in an appropriate manner by Buyer, and upon prompt
notice from Buyer, in accordance with paragraphs 4 and 5 below, Seller, at its option, will repair or
replace Goods that prove to be defective in materials or workmanship within 90 days from date of invoice.
4.              Damage and/or Defect.
(a)                Freight Damage: Any obvious damage must be noted on the freight
bill/receiving record at the time of receipt of Goods.  Buyer must telephone or fax the Seller for disposition
of the Goods at time of receipt.  See Return Policies below.
(b)                Concealed Damage: Buyer must notify Seller by phone or in writing within
10 days of receipt of any concealed damages or defects in materials or workmanship.  Photos of damage
or defects will expedite the claim processing.
5.              Return Policies and Procedures.  Buyer must keep all packaging materials for possible
return.  Seller will not ship boxes, crates or tubes for product returns.  Returns for repair, replacement or
credit must be requested from Seller within 10 days of receipt of Goods.  Seller will issue a return
authorization number or written return authorization.  Any Goods returned without prior authorization will
be refused at Buyer's expense.  Seller will issue a pick up or call tag for damaged items.  Goods returned freight collect will not be accepted.  The return authorization number should be written directly and clearly
on the outside of the package and on the bill of lading.  All Goods authorized for return should be
packaged satisfactorily for shipment in original packaging.  Goods not packaged correctly may be refused
at Buyer's expense and will not be eligible for credit or exchange.   A 25% restocking charge will be due
for all returns other than defects or damage reported to us within 10 days of receipt of goods.
6.              Changes; Cancellations.  Buyer shall have no option to change any quantity, size or
specification of any Goods subject to this Sales Order without the prior written consent of Seller.  Sales
Order cancellations must be requested in writing and are subject to approval by Seller's Customer
Service Department.  Sales Order cancellations requested after start of production will be subject to a
restocking charge, the amount of which shall be determined by Seller's Customer Service Department.
7.              Shipment.  The shipping date is Seller's best estimate of the date shipment will be made, but it
will not bind Seller to ship or make deliveries by that date.  Seller reserves the right to control the routing
on all shipments.  When other than Seller's regular method of shipment is used at Buyer's request, any
excess cost over the lowest published rate shall be charged to Buyer.  Excess transportation charges
assessed by transportation companies, covering shipments requiring special equipment for handling or
transporting, will be charged to Buyer.  All Goods ship as specified on the sales order, as follows:
(a)        "Freight Collect" - Freight charges are collected from Buyer by freight company
at time of delivery;
(b)        "Prepaid/Add" - Freight is prepaid by Seller and will be added to Buyer's
(c)        "CPU" - Buyer will pick up on date specified.
Seller will ship Prepaid/Add unless otherwise specified at time of sale.  All shipments are FOB Origin.
Responsibility for freight is with Buyer.  Any shipment to a residence will be delivered curbside
unless otherwise specified and paid for by Buyer.
8.              Packaging Costs.  All standard framed line pieces have packaging included in the piece
price.  Unframed orders will be assessed a packaging charge, which will be included in the freight
charge.  All orders other than standard line pieces will incur additional cartoning and handling fees.

9.              Backorders.  Seller endeavors to ship every order as complete as possible; however,
backorders do occur on occasion.  Buyer must specify if complete shipment is required; otherwise, Seller
has the right to backorder portions of a shipment.
10.            Distribution Policy.  Possession of Seller's catalog, photos, and/or price list does not
constitute authority to purchase from Seller, or an offer to sell.  Seller's Goods are sold on a selected
dealership basis and the right is reserved to decline orders on any account for any reason.
11.            Attorney's Fees and/or Collection Costs.  Buyer agrees to pay all costs of collecting past
due amounts and accrued finance charges, including third-party collection agent fees, related collection
costs, and court and attorney's fees resulting from a lawsuit or arbitration for payment.
12.            Force Majeure.  The occurrence of a contingency, the non-incurrence of which was a basic
assumption upon which this Sales Order was made (including, without limitation, an act of God or of a
belligerent power, war, riot, strike, slow-down, lockout, explosion, fire, flood, storm, accident to or
breakdown or failure or other outage of plant equipment or machinery, shortage of labor, fuel, power,
equipment, materials or supplies, insufficient transportation facilities or delay in transportation of product,
equipment, material or supplies, irrespective of whether it is foreseen, foreseeable or anticipated), or
compliance in good faith with any applicable foreign or domestic governmental request or regulation or
order whether or not it later proves to be invalid (including, without limitation, any governmental request or
regulation or order limiting production or relating to the environment, health or safety, or any
governmental allocation, interference with, embargo or take-over of products or facilities, whether or not
any of such matters are now in effect or foreseen, foreseeable or anticipated), or that otherwise affects
Seller's ability to perform under this Sales Order as contemplated, by rendering Seller's performance
either impracticable or materially more burdensome, shall excuse a delay in the promised delivery, and
any non-delivery, in whole or in part.  In addition, if good faith compliance with any applicable foreign or
domestic governmental request or regulation or order, whether or not it later proves to be invalid, restricts
Seller's ability to modify at its discretion its price in effect on the date of shipment, Seller shall not be
obligated to make shipments hereunder during the period in which its ability is so restricted.  Seller shall
give Buyer reasonable notice of any election not to make shipments for this reason.
13.            General Provisions.

(a)        No Assignment.  This Sales Order shall not be assignable by Buyer, or inure to
the benefit of any successor in interest of Buyer.
(b)        Entire Agreement.  This Sales Order, together with each Invoice, constitutes the
entire agreement of the parties with respect to the sale of the Goods noted herein and therein, and it
supersedes all prior oral or written agreements between the parties.  No amendment or modification of
this Sales Order or any Invoice shall be binding upon either party unless it is in writing and signed by both
(c)        Due Authority.  Buyer warrants that it has full right, power and authority to enter
into this Sales Order.
(d)        Governing Law.  This Sales Order and the Invoices shall be governed by and
construed in accordance with the laws of the State of California, without regard to conflict of laws
provisions.  Buyer and Seller agree that jurisdiction and venue in any action, arbitration or lawsuit relating
to or arising from this Sales Order or any Invoice shall lie in the State of Arizona, and that Arizona law will
(e)        Headings.  The headings used herein are for convenience only and are not
intended to define, limit or describe the scope or intent of any provision herein.
(f)        Severability.  If any provision contained herein for any reason is held invalid or
unenforceable, such invalidity shall not affect any other provision hereof.
(g)        Clerical Errors.  Stenographic and clerical errors are subject to correction.