Terms and Conditions

The provisions on this page and on the first page of this acknowledgment-contract shall govern this transaction. In accordance with the usage of the trade your (Buyer) assent to the terms and conditions of the sale set forth below shall be conclusively presumed from your failure to object in writing three (3) days from the date of the receipt hereof or from our (Supplier) acceptance of all or any part of the goods ordered, whichever first occurs.

DELIVERY: Upon reasonable advance notice from Buyer of desired delivery date, Adaseal International, Inc. (“Supplier”) will deliver the Goods (i.e. 100% RTV Silicone) covered by this acknowledgment-contract (“Goods”) on or about such date f.o.b. Suppliers designated location. Goods may be shipped by any inland surface carrier and any ocean carrier unless Buyer otherwise directs. Risk of loss after delivery and all transportation charges which Supplier may at its option prepay shall be for Buyer’s account.

LITHOGRAPHED AND SPECIALTY FABRICATED GOODS: Supplier may deliver all such Goods within a period not to exceed ninety (90) days after the earlier of (1) the date of the first shipment or (2) the date Buyer is notified such Goods are ready for delivery. Delivery shall be subject to tolerances of plus or minus ten percent (10%) for metal containers. Buyer may change or cancel its order upon payment for such Goods which are completed or in process or manufacture at reasonable charges determined by Supplier.

PRICES AND PRICE CHANGES: Prices in this acknowledgment –contract do not include any tax or other charge which is or may be levied upon the Goods or this transaction by any governmental authority and any such existing or future tax or charge shall be for Buyer’s account. Prices may be increased at any time upon not less than fifteen (15) days written notice from Supplier and Buyer shall pay prices in effect at time or delivery. Within ten (10) days after the date on which Buyer receives any such notice of price increase, Buyer may by written notice change or cancel any unfilled order for Goods covered by such increase except lithographed or specially fabricated Goods already completed or in process of manufacture, provided such notice is received by Supplier before delivery.

CASH DISCOUNTS: One Percent (1%) of net merchandise value on cash payments made within ten (10) days after of invoice on Goods regularly subject to cash discount.

TERMS OF PAYMENT: As to open credit sales, net thirty (30) days up to the limit of authorized credit, but such limit may be changed or credit withdrawn by Supplier at any time. As to cash sales, any type of cash terms or secured transaction terms specified by supplier. As to all sales, payments received after thirty (30) days from date of invoice shall be subject to post-maturity charge calculated monthly at the annual lending rate quoted to Supplier on the first day of the month by The Bank of New York plus three percent (3%) per annum.

WARRANTY AND LIABILITY: Goods are warranted to Buyer against failures that are shown by direct evidence to have been caused solely by specific defects in Supplier’s workmanship or materials and that the failure could have been avoided or detected by Supplier under generally accepted practices in Supplier’s industry. SUBJECT TO ANY SPECIAL WARRANTY LIMITATION. THERE ARE NO OTHER WARRANTIES EXPRESS OR IMPLIED OF ANY KIND INCLUDING THE IMPLIED WARRANTY OR MERCHANTABILY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Any description of goods on the face, hereof, is for the purpose of identification only.

In accordance with “CLAIMS PROCEDURE”, Supplier is liable to Buyer for breach of the above warranty and any actionable negligence of Supplier, but LIABILITY ON ANY CLAIM WHETHER IN TORT OR IN CONTRACT; SHALL NOT EXCEED THE COST TO BUYER OF THE FAULTY GOODS IN NO EVENT SHALL THERE BE ANY LIABILITY FOR CONSEQUENTIAL DAMAGES; OR NON-COMPLIANCE WITH REGULATIONS OF FOREIGN GOVERNMENTS, OR OTHER DAMAGES SPECIFICALLY EXCLUDED IN ANY SPECIAL WARRANTY LIMITATION and SUPPLIER SHALL INCUR NO LIABILITY FOR: Goods not processed , sealed and distributed in accordance with good commercial practice of the trade, or damages resulting from deterioration occurring after receipt by Buyer, or the use of components other than those furnished by Supplier

CLAIMS PROCEDURE: SUPPLIER SHALL NOT BE LIABLE UNLESS IT RECEIVES FROM BUYER NOTICE IN WRITING OF THE CLAIM TOGETHER WITH REPRESENTATIVE SAMPLES OF ANY CLAIMED UNSATISFACTORY GOODS: (a) WITHIN THIRTY (30) DAYS AFTER DELIVERY; in case of claims for short counts; (b) WITHIN THIRTY (30) DAYS AFTER FILLING, BUT NOT MORE THAN SIX (6) MONTHS AFTER DELIVERY, in case of all other claims for metal containers. BUYER’S EXCLUSIVE RIGHT OR REMEDY SHALL BE A CLAIM FOR MONETARY ADJUSTMENT, or at Supplier’s option, shipment of conforming Goods to Buyer against return of disputed Goods free to additional cost to buyer. If Buyer does not institute legal action against Supplier within one hundred eighty (180) days after delivery the claim shall thereafter be barred notwithstanding any longer statutory period of limitations.

INDEMNIFICATION: Upon notice, Buyer shall, at its own expense, settle or defend any dispute or threatened action against Supplier alleging infringement of trademark, trade name, copyright or unfair competition arising out of matter printed on Goods in accordance with Buyer’s specifications, and buyer shall indemnify and hold Supplier harmless from and against any resulting claim, costs, damages, losses, or expenses. If Supplier is enjoined or otherwise prohibited from delivering any lithographed or specially fabricated Goods as a result of any such claim. Buyer shall promptly pay Supplier the price then in effect f.o.b. the designated location for all such Goods in the process of manufacture, Except to the extent that buyer has an allowable, warranty-based claim against Supplier under this acknowledgment contract, buyer shall also indemnify and hold Supplier harmless from and against any claim, cost, damage, loss, or expense arising out of litigation or threatened litigation by a purchaser or user of Goods.

CONTINGENCIES: Supplier is excused for non-performance due to causes beyond its reasonable control which render performance impracticable. Similar causes shall excuse Buyer other than for decorated or specially fabricated goods which are completed or in process.

MISCELLANEOUS: This acknowledgment-contract supersedes all prior written or oral undertakings, constitutes the entire agreement and may be neither changed nor waived in any respect except as agreed by both parties in writing. Failure to enforce any provision shall not operate as a waiver.

The validity, construction, and interpretation of this acknowledgment-contract and rights and duties of the parties hereto shall be governed by the laws of the State of Tennessee.