Prices

Unless otherwise indicated on the face of the invoice, all prices are quoted in U.S. dollars. Buyer is responsible for any tax or government charges imposed upon the sale or transfer of the Product.

Delivery

All delivery dates are estimates. Seller shall use its reasonable efforts to deliver all Product within the time specified; however, in no case shall Seller be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of the Seller’s failure to deliver Product by the specified date.

Transportation and risk of loss

The method and route of shipment are at Seller’s discretion unless Buyer timely supplies explicit instructions otherwise. Title to the Product passes to Buyer when Product is delivered to the selected carrier. Buyer attempts to revoke acceptance of the Product, or Buyer repudiates this document after the Products have been identified hereto.

Cancellation or modification

Any order placed with and accepted by Seller may be canceled by Buyer only upon Seller’s approval. Seller will not accept order cancellations once a product has been delivered to a carrier. Seller may cancel all or any part of an order, and discontinue its performance hereunder without liability to Buyer.

Taxes

Buyer is responsible for any tax or governmental charge imposed upon the sale or transfer of any product. Any such tax or governmental charge will be added to the total invoice amount. All prices are FOB Seller’s facilities. Applicable freight costs will be added to the invoice.

Warranty and disclaimer

Seller warrants that the purchased Product is free from defects in materials and workmanship at the time of delivery.

Limitation of liability

Buyer acknowledges and agrees that seller’s liability for any claims with respect to the products shall not exceed the amount paid by buyer for the products under the invoice. Such limitations on seller’s liability hereunder shall apply even if seller’s liability is due in whole or in part to its own negligence.

Indemnity

Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related companies from and against any and all claims, losses, liability, damages and expenses including, but not limited to, attorneys’ fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in Product caused by any alteration or modification thereof by Buyer with or without Seller’s consent, or improper handling or storage by Buyer, the breach of any term or condition stated herein, Buyer’s failure to label Product or Buyer’s improper labeling of Product regardless of whether the labeling was done with or without the advice of Seller, or any act or omission of Buyer including any Claims for or resulting from any injury to person (including death) or damage to property or for economic loss, several or comparative negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.

Payment

Payment is due, and is collected, at the time of order.

Governing law and arbitration

This document shall be interpreted and governed by the law of the United States of America, excluding its conflicts of laws rules. The parties specifically exclude the application of the United Nations Convention on the Sale of Goods.