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Terms and Conditions

FLOR-DRI SUPPLY CO. INC.’S TERMS AND CONDITIONS OF SALE

  1. Background. Flor-Dri Supply Co., Inc. ("Flor-Dri") markets, sells and distributes Oil & Grease Absorbents, Sweeping Compounds, Ice Melting Products, Water Softener Salts and Sand. The Buyer is interested in purchasing from Flor-Dri those goods and/or services (the "Products"). These Terms and Conditions shall be deemed incorporated into any Buyer's Purchase Order whether or not specifically referenced therein.

  2. Offer & Acceptance; Agreement. Buyer's acceptance of Flor-Dri's quote and/or Flor-Dri's acceptance of Buyer's written or oral Purchase Order is limited to acceptance of the express terms and conditions contained herein. Once accepted, Flor-Dri's quote or Buyer's Purchase Order, as the case may be, together with these Terms and Conditions, and any supplementary written information incorporated by reference herein, shall be the complete and exclusive statement of the parties' agreement and supercedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Buyer are not part of the parties' agreement in the absence of Flor-Dri's written acceptance thereof. Any terms or provisions in the Purchase Order which are in any way inconsistent with those herein shall be null and void and the Terms and Conditions herein shall control. The placing of a Purchase Order shall constitute acceptance of the Terms and Conditions contained herein.

  3. Purchase Price And Payment Terms. The price quoted by Flor-Dri for the Products is in U.S. dollars for the quantity shown, less any taxes, freight, duty, and custom's charges. The purchase price for the Products shall be paid net thirty (30) days unless otherwise specified by Flor-Dri in writing. If, in Flor-Dri's judgment, the financial condition of the Buyer at the time processed goods are ready for shipment does not justify the terms specified, Flor- Dri reserves the right to change these terms or to require full payment or partial payment in advance. All sales are subject to the approval of Flor-Dri's credit department.

  4. Warranty. Flor-Dri is a distributor of the Products and makes no warranty in addition to any manufacturer’s warranties. Any product purchased by Flor-Dri from its vendors shall only carry the vendor's specific warranty, to the extent transferable to Buyer. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of Flor-Dri, which is not specifically set forth herein, shall be binding upon Flor-Dri.

  5. Standards. Many countries have adopted laws relative to standardization and product certification applicable to various products, including products such as those distributed by Flor-Dri. Flor-Dri warrants that its Products are compliant with standards required under United States law, but it cannot and does not warrant conformity with the standardization and product certification requirements of any other country except to the extent set forth in a separate writing delivered to Buyer by Flor-Dri.

  6. Inspection And Rejection. Final inspection of the Products purchased pursuant to the terms hereof shall be at Buyer's premises unless otherwise agreed in writing. The Products rejected as not conforming to the Purchase Order, or as otherwise defective, shall be returned at Buyer's initial expense, including transportation and handling costs, but subject to reimbursement by Flor-Dri upon confirmation of the defect claimed. Acceptance by Buyer of shipment of the Products rendered by Flor-Dri shall be deemed to have occurred no later than ten (10) days following receipt of such shipment by Buyer or Buyer’s customer, unless a timely rejection has been made by that date.

  7. Shipment And Delivery. Except as provided in Paragraph 6, above, as it relates to returned processed goods, shipment of the processed goods shall be F.O.B. Flor-Dri's place of business. Buyer shall be responsible for all delivery costs and shall bear the risk of any loss or damage in transit. Delivery dates, if specified by Flor-Dri, are estimates only and are not guaranteed and are not binding on Flor-Dri.

  8. Confidentiality And Non-Disclosure. Buyer recognizes that Flor-Dri is the owner of certain confidential and proprietary information relating to the development and application of the Products, which includes specifications, technological know-how and other types of information or data, including certain patents related thereto (the "Technical Information"). Buyer shall not, directly or indirectly, disclose, disseminate or otherwise publish to any third-party any of the Technical Information. Buyer shall protect from disclosure Flor-Dri's Technical Information to the same extent which Buyer seeks to protect its own Technical Information from disclosure (but in no event will Buyer exercise less than reasonable measures). The confidentiality obligations herein shall not apply to any Technical Information which (a) at the time of disclosure is in the public domain, (b) after disclosure becomes part of the public domain other than through a breach of a non- disclosure obligation, or (c) was received from a third-party who acquired such information through lawful means and without any breach of a non-disclosure obligation.

  9. Taxes. Buyer shall be responsible for all taxes, duties, assessments and other governmental charges related to the sale and shipment of the Products.

  10. Cancelation. All orders that have been accepted by Flor- Dri are considered final and binding and may not be cancelled, altered or terminated by Buyer except upon terms and conditions acceptable to Flor-Dri, in its sole discretion.

  11. Late Charges. Payments not made within the time period required herein shall bear interest at the rate of one and one-half (1.5%) percent per month on the unpaid amount. In the event that Flor-Dri finds it necessary to take action to collect any unpaid amounts, Buyer shall be responsible for all costs and attorney fees incurred by Flor-Dri in connection therewith.

  12. Limitation Of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE AND/OR SPECIAL DAMAGES AND/OR LOSS OF PROFITS OR BUSINESS OPPORTUNITIES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND LIMITATIONS PROVISIONS CONTAINED IN PARAGRAPH 4, HOWEVER THE SAME MAY BE CAUSED. FLOR-DRI’S MAXIMUM LIABILITY TO BUYER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE OF THE QUANTITY OF PRODUCT(S) IN RESPECT OF WHICH THAT CLAIM IS MADE.

  13. Labeling. If Buyer purchases from Flor-Dri products for resale by Buyer and to which Buyer, directly or indirectly, is to apply its own label (or its content), Buyer shall ensure that the label contains the content and form as specified by Flor-Dri in writing, and as may be supplemented or amended by Flor-Dri from time to time. In the event Buyer shall fail to comply with this paragraph, or any other provision of the Purchase Order or these Terms and Conditions, or shall otherwise fail to comply with any labeling requirements existing as a matter of law, Buyer shall defend, indemnify and hold Flor-Dri harmless from all costs, expenses, liability, damages, fines, penalties, judgments or losses arising with respect thereto.

  14. Trademark Usage. Flor-Dri’s guidelines on trademark and logo usage must be followed in order to maintain brand integrity. Requiring consistent use of the trademarks and logos in all graphic (print, electronic, etc.) applications will help to maintain the prestige of the brand and will assist in maintaining and growing customer and brand awareness. Subject to this Paragraph, Buyer may use the trademarks, tradenames, logos and designations used by Flor- Dri for its Products solely in connection with Buyer's advertisement, promotion and sale of the Products, and in accordance with Flor-Dri’s then- current trademark usage policies. Buyer shall not remove or destroy or alter any copyright notices, trademarks or other proprietary markings on the Products, documentation or other materials related to the Products. Such usage by Buyer shall terminate immediately upon termination of its business relationship with Flor-Dri, or upon written request from Flor-Dri to cease such use. Any marketing materials released by Buyer, including catalogs, advertisements, flyers and Websites, must comply with the foregoing. Note that any product, process or technology described in Flor- Dri's materials, including on its Website, may be the subject of other intellectual property rights reserved by Flor-Dri and are not licensed hereunder.

  15. Force Majeure. Except for payment obligations of Buyer hereunder, neither party shall be liable under the purchase agreement for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, labor disputes, pandemics accidents, and governmental restrictions.

  16. Miscellaneous. The following miscellaneous Terms and Conditions shall apply:

    1. These Terms and Conditions may be executed in counterparts (including counterpart facsimiles) and each counterpart shall be deemed to be an original instrument, but all counterparts shall together constitute one agreement.

    2. In case any one or more of the provisions contained in these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect that disability shall not affect any other provision herein and these Terms and Conditions shall be construed as if that provision had never been contained herein.

    3. Captions to paragraphs of in these Terms and Conditions have been included solely for the sake of convenient reference, and are entirely without substantive effect.

    4. These Terms and Conditions shall be binding upon, and the benefits shall inure to, the parties hereto and their respective heirs, representatives, successors, and assigns.

    5. The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of the Michigan with the courts sitting in either Wayne County, Michigan or the United States District Court for the Eastern District of Michigan having exclusive jurisdiction.

    6. The Purchase Order and these Terms and Conditions embody the entire understanding between the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are merged into these Terms and Conditions. Neither these Terms and Conditions nor any of its provisions may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which that enforcement is sought and then only to the extent set forth in that instrument.