1. Terms of Sale These Standard Terms and Conditions (“Terms”) govern all sales of products, equipment and services (the “Products”) by Seller to Buyer regardless of whether Buyer purchases the Products through the medium of written purchase orders or electronic orders via EDI (collectively, “Purchase Orders”). Upon receipt by Buyer of an express acceptance by Seller or upon commencement of performance by Seller, these Terms and the Purchase Order, as modified by Seller’s acceptance or order acknowledgment, become a binding contract between Buyer and Seller on the terms reflected in those documents (the “Sales Agreement”). In case of a conflict between these Terms and the Purchase Order, these Terms prevail except where Seller has expressly agreed to the conflicting term in the Purchase Order in its acceptance or order acknowledgment. In case of a conflict between the Purchase Order and Seller’s acceptance or order acknowledgment, the acceptance or order acknowledgment prevails.

2. Price The price of the Products, as set forth in the Purchase Order, does not include sales, use, excise or any other taxes or assessments levied by any federal, state, municipal or other governmental authority, unless Seller expressly agrees otherwise.

3. Payment Payments must be made to Seller in U.S. dollars within thirty (30) days of Buyer’s receipt of Seller’s invoice. Payments not received when due shall bear interest at the lower of twelve percent (12%) per annum or the maximum rate allowed by applicable law. Seller reserves the right to limit or cancel the credit of Buyer, and Seller may require payment or adequate assurance of performance from Buyer prior to taking any preparatory steps for performing the Sales Agreement or beginning the manufacture of the Products. Buyer shall execute, at Seller’s request, one or more security agreements, financing statements and other documents necessary to secure Seller’s interests in the Products and payment therefor.

4. Specifications Seller will manufacture the Products in substantial conformity with its product specifications, unless required to deviate by Buyer’s Purchase Order. All product and product-related specifications are subject to applicable freight classification, Seller’s customary manufacturing processes and industry courses of dealing and usages of trade.

5. Packaging Seller will endeavor to comply with Buyer’s packaging specifications, if any, including without limitation, unitizing, palletizing, boxing, and bundling, but Seller reserves the right to substitute any other method of packaging that is reasonably comparable to Buyer’s specifications, both with respect to costs and to the risk to which the Products are subject.

6. Shipment Seller will deliver the Products FOB Seller’s plant or other facility, unless Seller expressly agrees otherwise. Buyer shall pay all transportation costs of the Products. Seller may make partial shipments at Seller’s sole discretion. Seller will endeavor to meet the shipping date(s) specified by Buyer. If Seller is unable to meet that date, Buyer has no claim for damages resulting from any such delay in delivery, unless Seller expressly agrees otherwise.

7. Title and Risk of Loss Title to the Products passes to Buyer when the Products are fully paid for. All risk of loss to the Products passes to Buyer when the Products are loaded onto the carrier for delivery.

8. Warranty Seller warrants that the Products shall be free from defects in material and workmanship and will substantially conform to the specifications, if any, upon shipment. THE FOREGOING NOTWITHSTANDING, SELLER IS NOT LIABLE FOR NORMAL MANUFACTURING DEFECTS OR FOR CUSTOMARY VARIATIONS FROM QUANTITIES OR SPECIFICATIONS. UNLESS EXPRESSLY STATED IN THE SALES AGREEMENT, SELLER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (WHETHER ARISING BY IMPLICATION OR BY OPERATION OF LAW) WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER. THIS SECTION SURVIVES THE TERMINATION OR CANCELLATION OF THE SALES AGREEMENT.
Seller’s warranty of any Product shall not apply if (i) the Product is not stored or handled appropriately, (ii) the defect of the Product resulted from damages occurring after delivery of the Product, or (iii) the defect of the Product was not reported to Seller within thirty (30) days after delivery. If a Product does not conform to the warranty above and the warranty is not otherwise excluded, then Buyer shall promptly notify Seller of the defect. Seller, at its option, shall either (i) repair or replace the defective Product or service, or (ii) refund the purchase price. THE FOREGOING ARE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTY PROVIDED BY SELLER ABOVE.

9. Limitation of Liability IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT AND INDIRECT LOST PROFITS, REGARDLESS OF WHETHER THOSE DAMAGES WERE FORESEEABLE. SELLER HEREBY DISCLAIMS ANY LIABILITY, WHETHER IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), FOR ANY INJURY TO OR DEATH OF PERSONS OR DAMAGE TO PROPERTY ARISING OUT OF OR CAUSED BY BUYER’S USE OF SELLER’S PRODUTS, SERVICES, EQUIPMENT, TOOLS OR FIXTURES.

10. Termination In the event of a breach by Buyer, including any insolvency or bankruptcy of Buyer, Seller may terminate the Sales Agreement upon giving thirty (30) days written notice of termination. If the Sales Agreement is terminated by Seller for Buyer’s breach, Seller is entitled to reasonable reimbursement for any labor, material or other expenses incurred in connection with the sales Agreement, plus Seller’s normal overhead, and to payment for Products and services in process or already completed but not yet paid for.

11. Indemnification To the maximum extent allowed by law, Buyer shall defend, indemnify and hold harmless Seller and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines, interest and other expenses (including investigation expenses and attorney’s fees) that Seller may incur or be obligated to pay as a result of (i) Buyer’s negligence, use, ownership, maintenance, transfer, transportation or disposal of the Products; (ii) any infringement or alleged infringement of the intellectual property rights of others arising from Buyer’s plans, specifications (including Buyer’s trademarks and brand names) or production of the Products ordered by Buyer where such plans or specifications caused Seller to deviate from it normal product specification; (iii) Buyer’s violation or alleged violation of any federal, state, county or local laws or regulations, including without limitation, the laws and regulations governing product safety, labeling, packaging and labor practices; and (iv) Buyer’s breach of the Sales Agreement.

12. Entire Agreement The Sales Agreement comprises the complete and final agreement between Seller and Buyer and supercedes all prior negotiations, proposals, representations, commitments, understandings or agreements between Seller and Buyer, either written or oral, on its subject. No other agreement, quotation or acknowledgment in any way purporting to modify any of the terms of the Sales Agreement is binding upon Seller unless made in writing and signed by Seller’s authorized agent. The Sales Agreement may not be altered or modified except by written agreement of Seller and Buyer.

13. Governing Law The validity, construction and performance of the Sales Agreement is governed by and shall be construed in accordance with the law of the Commonwealth of Pennsylvania. Buyer hereby irrevocably submits and agrees to the jurisdiction of the state and federal courts of the Commonwealth of Pennsylvania in any action, suit or proceeding related to, or in connection with, the Sales Agreement.