Each Purchase Order ("Order") of I I STANLEY COMPANY, INC. ("Buyer") for the goods and/or services covered by the Order (collectively, whether goods and/or services, "Products"), together with the agreements, specifications, policies and/or other documents specified in, attached to or otherwise applicable to the Order ("Agreements"), and including these Purchase Order/Order Sheet Terms and Conditions ("Terms and Conditions"), constitutes the complete and final agreement of Buyer and the vendor to whom the Order is addressed ("Seller"0, and Seller may only add to, modify, supersede or alter them upon consultation with and written agreement of Buyer's authorized representative, notwithstanding any terms and conditions which may now or in the future appear on Seller's invoices, quotations, acknowledgment's or other forms, and notwithstanding any acceptance of shipment, payment or other similar act of Buyer, objection there to being given hereby.

Prompt acceptance of an Order by affirmative response is requested but, in any event, any shipment, delivery or other tender of performance of Seller, or Seller's failure to notify Buyer of a rejection within (5) business days from the issue date, shall be taken as Seller's acceptance of the order and these Terms and Conditions. In the event of direct conflict between an Order and the Agreements, the provisions of the Order shall prevail.