1. GENERAL. In consideration of Interstate Specialty Products, Inc. (“ISP”) agreeing to sell any of its goods or materials (“goods”) or services to any purchaser thereof (“Buyer”), Buyer and ISP (“parties”) agree that the following terms and conditions (“Terms and Conditions”) shall apply to any such purchase and sale of goods or services, and are incorporated by reference into any quote, confirmation or invoice issued by ISP. Any term or condition in any purchase order or other document issued by Buyer that differs from or is contrary to these Terms and Conditions is ineffective and void unless expressly agreed to in a writing signed by an authorized representative of ISP. All orders are subject to acceptance by ISP. If these Terms and Conditions shall be deemed to be an offer by ISP, any acceptance by Buyer is limited to acceptance of the express terms hereof. All sales are upon the terms herein, whether pursuant to Buyer’s written or oral request. No waiver or modification hereof shall be binding upon ISP unless in writing and signed by ISP.

2. QUOTES. A quote issued by ISP for die cutting or other services to be performed by ISP is premised upon ISP’s interpretation of Buyer’s written plans and specifications. ISP makes no representation as to the accuracy of such interpretation. Buyer accepts all responsibility for determining the materials and services required and for evaluating and testing materials for suitability. A quote issued by ISP is non-transferable. Quotes are based on various market factors and various considerations and may not by used by any other buyer, person on entity without the express written consent of ISP. A quote issued by ISP is not an offer to sell. All purchase orders are subject to the prior approval of ISP’s credit department, and no purchase order is accepted until acknowledged by an authorized representative of ISP. A quote issued by ISP expires at 5:00PM, Eastern Time, thirty (30) days after the date of issuance of the quote. A purchase order responding to a quote must be placed and accepted within thirty (30) days of the quote for the price to apply. Notwithstanding, ISP reserves the right to withdraw or amend a quote, and to adjust the stated prices, upon written notice to Buyer.

3. INVOICES. Buyer agrees to make prompt payment of all invoices, unless payment is to be made in advance, in which case Buyer understands that no goods will be delivered and no services performed until ISP has recieved advance payment. If, in ISP’s judgment, reasonable doubt exists as to Buyer’s financial responsibility, or if Buyer is past due in payment of any amount owing to ISP, ISP reserves the right, without liability and without prejudice to any other remedies, to suspend its performance and decline to deliver any goods until ISP receives payment (whether or not due), or adequate assurance of such payment. If an invoice is not paid when due, Buyer agrees to pay a late payment charge on the past due balance, computed at the rate of 1.5% per month (18% annual percentage rate) or the maximum legal rate, whichever is lower. If an invoice is not paid when due, Buyer agrees to pay all costs of collection (including reasonable attorney’s fees) incurred by ISP. All payments required by these Terms and Conditions are exclusive of all governmental taxes, all of which Buyer is responsible for and will pay in full.

4. RISK OF LOSS. Goods are sold F.O.B at ISP’s place of business. Buyer assumes responsibility for all costs of transporting goods and/or damages incurred in transportation. If ISP assists Buyer in this regard, the parties agree that such assistance is gratuitous, and ISP shall have no obligation or liability arising therefrom. Risk of loss passes to Buyer when ISP delivers the goods to Buyer at ISP’s place of business.

5. INSPECTION AND ACCEPTANCE. Buyer shall inspect all goods upon arrival and shall notify ISP in writing, within five ( 5 ) business days of arrival, of any over-shipment, shortage or failure to conform to specifications. All notifications shall be accompanied by packing slips, inspection reports, and any documents supporting Buyer’s claim. All returns must be authorized by ISP in accordance with Section 8.

6. INTELLECTUAL PROPERTY. ISP and Buyer will not knowingly infringe on the intellectual property rights of others. If either ISP or Buyer becomes aware of a potential infringement regarding Buyer’s goods it shall promptly inform the other. ISP assumes no liability for patent infringements regarding specifications Buyer provides to ISP or regarding materials provided by ISP’s vendors.

7. CLAIMS/WARRANTIES. ISP is a die cutting converter that die cuts to specifications provided by Buyer. Material quality, characteristics and performance for Buyer’s specific application is outside ISP’s expertise, control and responsibility. The quality of goods shall be judged solely on ISP’s adherence to Buyer’s specifications. ISP’s only obligation shall be to replace or accept for credit goods not complying with Buyer’s specifications. ISP shall not be obligated to replace or accept for credit goods meeting Buyer’s specifications regardless of the performance of the goods and/or their functionality as used by Buyer.No claim of any kind, whether as to goods delivered or for non-delivery of goods, shall be greater in amount than the purchase price of the goods in respect to which such claim is made; and in no event shall claim be made for indirect, special or consequential damages (including loss of revenue or profits) whether or not ISP was apprised of the possibility of such damages. Failure of Buyer to give notice of claim within twenty (20) days from the date of arrival shall constitute a waiver by Buyer of all claims with respect to goods so delivered.ISP warrants (a) that it has good and marketable title to the goods sold and (b) that the goods are in compliance with Buyer’s specifications. Except as stated in the preceding sentence, ISP makes no warranties of any kind, whether express or implied, with respect to the goods. ISP expressly disclaims all warranties of merchantability, fitness for a particular purpose, regulatory compliance, and all warranties arising from conduct, course of dealing or custom of trade. In no event shall ISP be responsible for any damage, change or effect to the goods resulting from or related to any acts or omissions of Buyer or its agents, distributors or vendors or their customers or any intermediary or end user of any items manufactured, distributed or sold by Buyer including but not limited to improper storage, handling, installation, modification, abuse or misuse. Oral statements do not constitute warranties and shall not be relied upon by Buyer.

8. RETURNED GOODS. All returned goods must be approved in writing by ISP and must bear a Returned Goods Authorization Number (RGA#), obtained by contacting ISP’s Quality Assurance Department. Returned goods must be unused and packed in a protective manner similar to original shipment from ISP. Goods approved by ISP for return must be received by ISP within ten (10) days after the issuance, by ISP, of the RGA#.

9. INDEMNIFICATION. Buyer agrees to defend, indemnify and hold ISP and ISP’s suppliers harmless from and against any and all claims, liabilities, expenses (including reasonable attorney’s fees) or losses for any alleged patent, copyright, or trademark infringement, or any claim based on product liability, or breach of warranty, including but not limited to liability for injury, sickness, death and property damage, arising out of or relating to any manufacture or sale of goods by ISP in compliance with Buyer’s specifications.

10. MOLDS/TOOLS. All molds, tools and equipment (“tooling”) for goods, whether paid for by Buyer or ISP, embody trade secret and proprietary technology of ISP and such tooling shall be used solely by ISP. Tooling used for goods cannot be removed from ISP’s facilities and no information pertaining to the use, size, design, etc. thereof will be made available to Buyer before, during, or after the completion of any order. The design and production technique of any tooling for goods shall remain the property of ISP. Tooling will be considered obsolete if no orders have been received for production for two (2) years and ISP shall have no responsibility for the continued existence or availability of tooling after such period. ISP shall not be obligated to notify Buyer of the expiration of said two (2) year period.

11. GOVERNING LAW/JURISDICTION. These Terms and Conditions shall be governed by and construed in accordance with the laws of Massachusetts. The state or federal courts located in Massachusetts shall have exclusive jurisdiction of any claims or disputes between Buyer and ISP pertaining directly or indirectly to any goods or services supplied hereunder.

12. CANCELLATION OR ASSIGNMENT. Unshipped orders, order modifications and/or cancellations must be confirmed in writing to Seller and are subject to a cancellation charge. Cancellation of unshipped orders for custom made goods will be reviewed for costs incurred up to the date of the written notice and Buyer will be notified of the related cancellation charges, which will include the cost of any inventories on hand, work in progress, and all other reasonable costs incurred by Seller. Orders cannot be assigned without the written consent of Seller and will be reviewed on a case by case basis.

13. MISCELLANEOUS. (A) Waiver. Failure by either party to enforce any of its rights herein shall not be construed as a waiver of such party’s rights thereafter to enforce any of such rights. (B) Severability. If any one or more of the provisions hereof shall be held to be invalid, illegal or unenforceable, the remaining provisions shall be unimpaired and will continue in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties. (C) Headings. Headings are for reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. (D) Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous understandings, representations, proposals, and discussions, whether oral or written, between the parties concerning the subject matter hereof. (E) Force Majeure. Neither party shall be liable for damages for any delay or failure to perform resulting from causes beyond its reasonable control such as labor strikes, fire, explosion, flood, riots, acts of war, acts of terrorism, rebellion, sabotage, acts of God, or inability to procure raw materials; such excuse from performance shall extend so long as the force majeure event continues to delay or impair the party’s performance. (F) Assignment. Buyer may not assign any contract between ISP and Buyer without the prior written consent of ISP. (G) Payment of Undisputed Invoices. All invoices rendered by ISP covering goods not in dispute shall be paid by Buyer regardless of disputes relating to other invoices or other delivered or undelivered goods. As to any disputed invoices, Buyer waives the right to assert offsets. (H) Survival of Obligations. All of the obligations and provisions contained herein shall survive termination of the purchase contract.

14. SUPPLIER QUALITY AGREEMENT. All purchase orders placed by ISP will be accompanied with a note as follows: “Quality Agreements: By accepting this purchase order, you agree to the requirements of this order and our Terms and Conditions listed on our website. http://interstatesp.com/terms-conditions”. The purchase order will clearly define the requirements that the vendor needs to meet. The vendor must notify ISP of changes in the purchased product and obtain approval from ISP prior to implementation of any changes that affect the ability of the purchased product to meet specified purchase requirements. The purchase order will act as the Supplier Quality Agreement.