DYNAMIC MACHINE OF DETROIT, INC.

TERMS AND CONDITIONS FOR CARRIERS

These Terms and Conditions (collectively, the “Terms”) and the associated Purchase Order(s) (individually, a “PO” and collectively, the “POs”) issued by Dynamic Machine f Detroit, Inc. (the “Customer”) together with any order acknowledgement (“Acknowledgement”) and invoice (“Invoice”) received from the carrier identified in the PO(s) are hereafter collectively referred to as the “Contract,” provided, however, that any provisions in the Invoice and/or Acknowledgement which are additional, different or inconsistent with these Terms are hereby rejected by the Customer and shall not be a part of the Contract.

1. Acceptance. Acceptance of Customer’s PO is expressly limited to the PO and these Terms. By accepting Customer’s PO or transporting goods for the Customer, the Carrier agrees to be bound by the PO(s) and these Terms. In the event of any conflict, inconsistency or ambiguity between the provisions of a PO and these Terms, the provisions of the PO shall control. All POs for the cartage of goods issued by the Customer shall be governed by Title 49 of the United States Code, Title 49 of the Federal Regulations and these Terms. Any Bill of Lading issued under a PO shall serve as evidence of pickup and receipt only and the Terms shall prevail and control over any terms included in the Bill of Lading. No change in or modification to a Customer PO shall be valid unless in writing and signed by an authorized representative of the Customer.

2. Shipments. Carrier understands and acknowledges that the Customer’s sales contracts require that the goods being transported shall be delivered by the date identified on the face of the PO. Carrier shall be responsible for the loss of goods shipped hereunder until such gods are delivered to the point identified on the face of the PO, are unloaded, inspected and receipt acknowledged by an authorized representative of the Customer or purchaser of the goods. Claims for goods damaged in transit shall be the responsibility of the Carrier and no responsibility is accepted by the Customer for the submission of such claims. All deliveries shall be to the satisfaction of the Customer or purchaser of the goods. Unless otherwise stated, Carrier shall deliver all goods to the destination point identified on the face of the PO. Special freight charges will not be authorized for any purpose unless provided in the PO. The goods shall be delivered by the Carrier free and clear of all claims, encumbrances or liens.

3. Carrier Obligations. Carrier and its employees assigned to perform services for the Customer now have and at all times while performing services under a PO for the Customer shall have all licenses and permits necessary to transport the Customer’s goods under applicable law. Carrier shall: (a) furnish all equipment required for the performance of the cartage services and maintain such equipment in good repair, condition and in accordance with applicable law; (b) all freight shipped by Customer shall be transported upon air ride trailers (while conastoga trailers are preferred, the Customer will accept full tarping when unavailable) to protect against the elements, prevent damage and deter theft; (c) employ and be solely responsible for all personnel employed with respect to any shipment and assure that they are properly licensed and have been properly trained; (d) require all goods shipped by Customer be photographed at the following stages: (i) preloading; (ii) when loaded; (iii) when covered and protected; and (iv) upon unloading at the place of delivery; (e) not cause or permit any shipment from Customer to be transported by any other motor carrier or by any other means of transportation without Customer’s written consent; and (f) not claim and hereby waives the right to claim any lien upon the goods transported for the Customer. Any overtime or other additional extraordinary costs incurred by Carrier to comply with a PO and these Terms shall be borne by Carrier. If rigging is required for any delivery of goods shipped by the Customer, the Carrier will be responsible for all charges of the riggers and their personnel resulting from late deliveries by the Carrier.

4. Legal Compliance. Carrier and its personnel shall com[ply with all applicable local, state and federal laws, rules, regulations and ordinances, as well as the terms and conditions of the Interstate Commerce Commission and U.S. Department of Transportation. Carrier shall obtain and maintain on an active and current basis, all licenses, permits, certificates or authority, authorizations, approvals, registrations, franchises and similar consents granted

or issued by any governmental or regulatory authority having jurisdiction over the subject matter of the PO. Carrier shall indemnify, defend and hold harmless the Customer for all loss, cost, delay, penalties, liability, damage and expense, including attorneys’ fees, which Customer may sustain as a result of Carrier’s or its employee’s failure to comply with any laws.

5. Release of Liability. In the event Carrier’s employees, agents or representatives are granted access to the Customer’s facility (the “Property”), Carrier will advise such individuals of the inherent hazards and risks associated with being upon the Property so that such individuals fully understand that such risks can lead to bodily injury, death and property damage. By accessing the Property, Carrier and its personnel shall assume all risk and responsibility for any and all claims (not caused by the gross negligence, intentional acts or willful misconduct of the Customer) for damage which may be incurred by the Carrier, its employees, agents or representatives. Carrier shall immediately notify Customer of any injury or property damage occurring while upon the Customer’s Property.

6. Assignment. Carrier shall not assign a PO issued by the Customer, either in whole or in part, or delegate any performance under a PO without the prior written consent of the Customer and Carrier shall not be relieved of any liability hereunder by reason of any such assignment or delegation.

7. Taxes. If any sales, use, excise, income, property, unemployment, social security or other government tax shall now or hereafter be made or levied by any local, state or federal governmental authority upon the shipment of goods covered by a PO, such tax shall be paid by the Carrier, and the price of shipping services covered by the PO shall be increased thereby.

8. Changes. Customer reserves the right to make changes in delivery services to be performed under this PO, or addition thereto or omissions therefrom, upon written orders to the Carrier. Any additions or reductions to be made to or from the amount of the PO price resulting from such changes must be agreed upon in writing and signed by an authorized representative of the Customer.

9. Failure to Perform. Carrier shall deliver the goods shipped by Customer in a prompt, diligent and expeditious manner and shall not delay or interfere with the work being performed by the Customer or purchaser to whom the goods are to be delivered. In the event Carrier fails to comply or becomes disabled while complying with any of the provisions of a PO and/or these Terms or refuses to proceed with delivery as directed by the Customer, Customer may, at its option, without notice and without prejudice to any other right or remedy, take any steps Customer deems advisable or necessary to secure such services necessary to the prosecution of the work, including the procurement of items or services to be furnished under the PO from another supplier. In the event Customer deems the foregoing procedure necessary, all monies expended and all losses, damages and extra expenses shall be deducted from Carrier’s compensation together with interest thereon at the rate of eight percent (8%) per annum from the billing date until paid. Carrier shall reimburse Customer for any loss or damage which may become due by Carrier to the purchaser of the goods as a result of Carrier’s failure to perform.

10. Termination. In addition to all other rights and remedies provided in these Terms or under applicable law, Customer reserves the right to cancel all or any part of a PO at any time without liability to Customer if: (a) carrier breaches any of these Terms or causes or contributes to any events giving rise to a return or rejection of the goods being transported; (b) any proceeding by or any other type of insolvency proceeding is instituted, or (c) Customer’s business is interrupted as a result of strikes, labor disturbances, lockout, riot, fire, Act of God or public enemy, or any other cause whether similar or dissimilar to the foregoing beyond the reasonable control of the Customer; or (d) if the project for which the goods have been ordered is terminated.

11. Offsets. Customer may deduct from amounts due or to become due to Carrier any sum or sums owing by Carrier to Customer. In the event Customer deems itself insecure in any manner whatsoever, Customer may reserve from amounts due or to become due to Carrier, any amount necessary to protect Customer for any sums owing by

Carrier for services for which Customer could be responsible or to protect Customer from any loss, damage or expense caused by the Carrier or its employees, agents or representatives.

12. Insurance. Carrier shall provide workers’ compensation coverage pursuant to applicable state law and employers’ liability coverage for all employees engaged in performing services pursuant to any PO issued by Customer. Carrier shall also carry and maintain in force at all times: (a) Commercial General Liability Insurance in the amount of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for injuries, including death, occurring in any one accident; (b) Auto Liability coverage of not less than $1,000,000; (c) Cargo Liability Insurance in the amount of not less than $1,000,000, with a deductible not to exceed $10,000 (unless approved in writing by Customer); and (d) Umbrella/Excess Liability coverage of not less than $3,000,000 (Coverage shall be on a primary and non-contributory basis at least as broad as the primary coverage). Customer reserves the right to impose other reasonable insurance requirements upon the Carrier. Carrier shall furnish Customer with a certificate of insurance and endorsements to evidence Carir’s compliance with the foregoing insurance requirements. If Carrier uses any subcontractors pursuant to Customer’s written consent, such subcontractors must comply with the foregoing insurance requirements and Carrier shall assure their compliance. All insurers must be licensed to do business in the State of Michigan. Carrier shall obtain endorsements naming Customer’s officers, directors, shareholders, members, manager, employees and agents as Additional Insureds as well as a waiver of rights of subrogation against Customer for workers’ compensation.

13. Indemnification. To the fullest extent permitted by law, Carrier shall protect, indemnify and hold harmless the Customer, together with the Customer’s past, present and future officers, directors, shareholders, members, managers, employees, agents, representatives, affiliates, successors and assigns, from and against all claims, demands, actions, obligations, liabilities, fines, penalties, damages (including any incidental, consequential, indirect, special and punitive damages), losses, costs and/or expenses of every kind and nature (including attorney’s fees and costs) resulting from, or in any manner arising out of or in connection with, directly or indirectly: (a) any acts of omission or commission caused wholly or in part by Carrier, its agents, employees or subcontractors or anyone acting by, through or on behalf of Carrier; (b) Carrier’s breach of a PO or these Terms or failure to perform; or (c) Carrier’s, or its employees, representatives or agents presence at the Property, including their acts, omissions or negligence while at the Property, and/or their failure to use the highest degree of care and caution while upon the Property. Carrier shall be responsible for all shipments while in transit and shall hold Customer harmless from and indemnify Customer against any claims of liability resulting from loss or damage to any freight transported by Carrier or to any claim for injury or damage resulting from the transportation of a shipment, including all reasonable attorney’s fees and costs of defense. Carrier shall be liable for the full amount of damage suffered by Customer from any loss, damage, injury, or delay upon shipments transported under the terms of any PO. Full actual loss is the replacement cost of freight tendered to Carrier for transport. Carrier shall also indemnify and hold harmless the Customer from claims for unpaid bills of Carrier and those entities whom Carrier contracted with. In no event shall Customer be liable for any incidental, consequential, indirect, special or punitive damage, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, including, without limitation, loss of use, loss of revenue or income, loss of profits, loss of business, loss of financing, loss of reputation, loss of management or employee productivity, or business interruption. These indemnify obligations shall survive the termination and/or expiration of the POs.

14. Disputes. In the event of any dispute, claim, question or disagreement arising from or relating to a PO or these Terms, the parties shall use diligent and commercially reasonable efforts to settle and resolve such dispute in an informal manner. To this effect, they shall consult and negotiate with each other in good faith, and recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties are unable to resolve any dispute within a period of sixty (60) days, then upon written notice by either party to the other, civil proceedings may be initiated in the Oakland County (Michigan) Circuit Court, or if original jurisdiction can be established, the United States District Court for the Easter District of Michigan, Southern Division (the “Courts”). The parties unconditionally and irrevocably agree that in any action arising out of a PO or these Terms all claims may be decided in either of said Courts, and waive, to the fullest extent that they may effectively do so, the defenses of:

(a) lack of subject matter jurisdiction of such Courts; (b) the absence of personal jurisdiction by such Courts over the parties to the PO or these Terms; and (c) forum non-conveniens.

15. Independent Contractor. It is agreed and understood that Carrier shall at all times be an independent contractor of the Customer and not an employee of the Customer. All persons hired or engaged by the Carrier shall be considered to be employees of the Carrier, and not the Customer, and shall be solely under the direction and control of the Carrier. In no event shall the Carrier or any of its employees or agents have the authority to bind the Customer in any manner whatsoever.

16. Waivers. Waivers of any breach of these Terms or any provision of a PO shall not constitute a waiver of any subsequent breach of the same or any other provision of a PO or these Terms.

17. Waiver of Jury Trial. CUSTOMER AND CARRIER ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. CARRIER AND CUSTOMER, AFTER CONSULTING COUNSEL OF THEIR CHOICE, EACH HEREBY KNOWINGLY AND VOLUNTARILY, WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES BETWEEN THEM. NEITHER CUSTOMER NOR CARRIER SHALL BE DEEMED TO HAVE GIVEN UP THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO BE CHARGED.

18. Entire Agreement. Each PO and these Terms constitute the entire agreement between the Customer and Carrier and supersedes all prior agreements, promises, negotiations, representations, understandings, whether written or oral, not expressly set forth in a PO or these Terms. All prior agreements, promises, negotiations, representations or understandings, either written or oral, not expressly contained in a PO or these Terms shall have no force and effect whatsoever.

19. General. The section headings appearing in these Terms are inserted as a matter of convenience only, and for reference purposes and are not intended to be part of these Terms, or in any way to define, limit or describe the scope and intent of the particular section to which they refer. Customer and Carrier acknowledge and agree that they have reviewed these Terms, assisted by counsel if desired. The parties agree that the rule of construction that any ambiguities are resolved against the drafting party will be subordinated to the principle that the terms and provisions of these Terms will be construed fairly as to both parties and not in favor of or against any party. Customer shall have the right to request an audit of the books and records of Carrier to the extent that such books and records are applicable to Customer’s rights and Carrier’s obligations under the POs issued by Customer and these Terms. Carrier shall provide Customer with such information and back-up documentation as Customer may request within ten (10) days of Customer’s written request.