Terms of Purchase

TERMS AND CONDITIONS OF PURCHASE

THE PURCHASE OF PRODUCTS AND/OR SERVICES (“PRODUCTS”) BY LORAD CHEMICAL CORPORATION (“BUYER”) FROM A SUPPLIER (“SELLER”) ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS THAT ARE AN INTEGRAL PART OF THE PURCHASE ORDER (COLLECTIVELY, THE “ORDER”). THIS ORDER, INCLUDING ANY ATTACHMENTS HERETO, CONSTITUTE THE ENTIRE ORDER BETWEEN SELLER AND BUYER CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS ORDER AND ALL PAST COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. FURTHER, BROKERS AND SALES REPRESENTATIVES HAVE NO AUTHORITY TO WAIVE, CHANGE OR ADD TO ANY OF THE TERMS AND CONDITIONS COVERED BY THIS ORDER.

1. Acceptance of Order, Revisions. Any ORDER exceeding $10,000.00 USD is not valid unless it bears the signature of a duly authorized corporate officer of BUYER. SELLER shall be deemed to have accepted an ORDER, including all instructions, terms and conditions, specifications and references either by SELLER's issuance of an invoice (pro forma or otherwise) substantially mirroring the essential terms of the ORDER or by SELLER's shipment against the ORDER. No change in the ORDER, irrespective of the wording of SELLER's acceptance, will be held valid without BUYER's written approval.

2. Conflicting Terms, Price. Any sales confirmation or other document of SELLER accompanying this ORDER or an attachment thereto, or delivered to BUYER to confirm the sale, or part of or accompanying an invoice to BUYER (collectively, "SALES CONFIRMATION"), is for SELLER's internal use only and its terms shall not alter or amend the terms of this ORDER. All proposed alterations or amendments to the terms of this ORDER, which may be included in a sales confirmation, or other documents provided by SELLER to BUYER are objected to and rejected by BUYER. BUYER's ORDER shall supersede any terms in any SALES CONFIRMATION including such terms that say the SALES CONFIRMATION supersedes any terms in ORDER. BUYER shall not be billed at prices higher than those stated in the ORDER. If prices are higher than specified herein, the difference will be set-off (deducted) against any amount that may become payable buy BUYER to SELLER under the ORDER or otherwise.

3. Set-Offs. SELLER agrees that BUYER shall have the right to set-off against any amounts that may be due to SELLER under the ORDER or otherwise. Invoices received against the ORDER that do not correctly reflect the provisions of the ORDER will be corrected by BUYER's execution of a debit memorandum detailing any overcharges, which will be setoff (deducted) from the invoice amount or any other amount owing to SELLER.

4. Delivery, Acceptance of Products. Delivery or shipment must be made within the time limit specified in the ORDER. If not, BUYER reserves the right to purchase elsewhere and charge SELLER with losses incurred as a result thereof, to cancel the ORDER or any part thereof, and/or to exercise its other legal rights or remedies. If for any reason delivery cannot be made on the date specified on the ORDER, SELLER shall immediately (1) notify BUYER of the cause for the non-performance and of the anticipated extent of the delay, (2) reimburse BUYER for an excessive freight costs incurred as a result of the late shipment, and (3) reimburse BUYER for any customer charge backs or additional labor and material costs incurred by BUYER in fulfilling its contract or commitment with its customers. BUYER shall be deemed to have accepted the PRODUCTS, and title to the PRODUCTS and risk of loss shall pass to BUYER, when the PRODUCTS are inspected and accepted by BUYER at the point of delivery.

5. Transportation, Partial Shipments. PRODUCTS shipped under the ORDER are to be shipped DAP Saint Petersburg, Florida and routed as instructed by BUYER. Any excessive freight charges paid by reason of failure of SELLER to comply with such instructions shall be charged to and borne by SELLER. All PRODUCTS ordered shall be delivered in one complete shipment unless otherwise specified in writing by BUYER. SELLER agrees to notify BUYER immediately if, for any reason, complete delivery of all PRODUCTS ordered herein cannot be made in one shipment. BUYER may reject and return any partial shipment of PRODUCTS, unless specifically authorized by BUYER, and assess SELLER freight and handling charges incurred. Excessive freight charges as a result of partial shipments will be borne by SELLER.

6. Incoterms. Any incoterms on a purchase order or on any SALES CONFIRMATION that differ from the incoterms listed in this terms and conditions of purchase are expressly rejected by BUYER, are for SELLER's internal use only, and shall have no binding effect. The incoterms listed in this terms and conditions of purchase shall supersede any additional or contradictory terms listed on the purchase order or on any SALES CONFIRMATION. Title, liability, and risk of loss as SELLER may have in PRODUCTS shipped under the ORDER shall remain with SELLER until the PRODUCTS are delivered to BUYER under the incoterms listed in this terms and conditions of purchase. BUYER's payment of freight charges or other instructions or agreements related to transportation of the PRODUCTS shall have no effect on the transfer of title, liability, or risk of loss or in any way alter the incoterms listed in this terms and conditions of purchase.

7. SELLER's WARRANTIES. SELLER warrants that all PRODUCTS provided pursuant to this ORDER shall be of the best quality, merchantable, and suitable for the intended purpose, free from defects in workmanship, material or design, and shall conform to the specification set forth in the ORDER and any additional instructions provided. SELLER warrants that the PRODUCTS as of the date of shipment to BUYER are not adulterated or misbranded.

8. Non-Conforming Products. BUYER reserves the right, within 60 days after delivery, to reject or revoke acceptance of PRODUCTS that are found to be defective or do not conform to the requirements of the ORDER. Payment by BUYER shall not constitute or be evidence of acceptance by BUYER or bar BUYER's right to revoke acceptance of the PRODUCTS. BUYER shall have the right to require that such PRODUCTS be reworked or replaced promptly with satisfactory materials and workmanship or reject and return such PRODUCTS at SELLER's expense including transportation charges both ways and any handling costs incurred by BUYER.

9. Claims for Defective Products. Notice of claims for defective or non-conforming PRODUCTS shall be made promptly after the defect or non-conformity is discovered, but BUYER shall have, at minimum, at least 10 business days after the date of receipt of the PRODUCTS to inspect the PRODUCTS before being deemed to have accepted the PRODUCTS. BUYER shall not be required to return defective PRODUCTS prior to replacement but SELLER may, at SELLER's option, have an opportunity to verify the defect, provided that verification is exercised within the earlier of (1) 30 days of verbal or written notice of claim or (2) the time period necessary to avoid a failure of performance by BUYER with its customer (as determined by BUYER). If SELLER does not undertake the necessary steps to verify the defect within this time period, then BUYER's determination as to the defect shall be conclusive and binding on the SELLER. SELLER shall, at BUYER's option, either repair or replace defective or non-conforming PRODUCTS at no cost to the BUYER, or give BUYER a full cash refund, including shipping and handling incurred by BUYER. If SELLER fails to proceed promptly with the replacement or correction thereof, BUYER may either set-off (deduct) the claim against any amount that may become payable to SELLER or charge SELLER by statement bearing interest at the rate of 1.0% per month, prorated daily, until paid.

10. Patents, Trademarks, Copyright, Trade Secrets. SELLER agrees to indemnify, defend (with legal counsel reasonably acceptable to BUYER), and hold harmless BUYER, and its officers, directors, agents, employees, and shareholders, and its subsidiaries and customers, against any and all actual or threatened liability, claim, demand, action, cause of action, suit, loss, damage, injury, expense, cost, settlement, or judgement of any kind or nature arising out of or relating or pertaining to the actual or alleged infringement of any patent, trademark, copyright, or trade secret in connection with the purchase, use, or resale, of the PRODUCTS specified in the ORDER.

11. Compliance with Laws and Regulations. SELLER agrees, represents, and warrants that the PRODUCTS comply with all applicable statutes, rules and regulations of the United States government or any state or political subdivision thereof, and agrees to indemnify BUYER against any loss, cost, liability, or damage by reason of SELLER's violation of such applicable laws, orders, rules, or regulations.

12. Governing Law. SELLER and BUYER agree that this AGREEMENT is governed by the laws of Florida, without regard to its conflict of law principles. The exclusive venue for any action arising out of this AGREEMENT shall be the state courts of St. Petersburg, Florida and the United States District Court for the Middle District of Florida.

13. Legal Expenses. Should any action, suit, or proceeding be instituted by either party relating to the validity or interpretation of this ORDER, then the prevailing party in such matter shall be entitled to recover from the other party its reasonable attorney's fees and costs or expenses of litigation incurred in connection with the matter.

14. Indemnity. If SELLER, in connection with the performance of this ORDER, shall send any of its agents or employees onto the premises owned or controlled by BUYER, SELLER shall (1) provide safety protection for persons and property in accordance with all applicable laws and regulations, and (2) indemnify and save harmless BUYER from and against any and all liabilities and losses whatsoever (including without limitation, costs and expenses in connection therewith) on account or by reason of injury to or death of any person whatsoever or loss of or damage to any property whatsoever suffered or sustained in the course of or in connection with the performance of the work.

15. No Assignment. SELLER may not assign or delegate any rights or obligations under this ORDER without first obtaining the written consent of BUYER, provided however, that SELLER may assign this ORDER to any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the SELLER.

16. Severability. SELLER and BUYER agree that should any provision of this ORDER be declared or determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this ORDER shall nonetheless remain binding and enforceable and the illegal, invalid, or unenforceable provision(s) shall be modified only so much as necessary to comply with applicable law.

17. Successors. This ORDER is binding upon and inures to the benefit of the BUYER and SELLER hereto and their respective agents, successors and assigns.

18. No Waiver. No failure or delay to exercise any right, power, or privilege under this ORDER shall constitute a waiver thereof nor will any single or partial exercise preclude any other or further exercise of any right, power, or privilege under this ORDER. BUYER's failure to object to any document, communication, or act by SELLER will not be deemed a waiver of any of the terms and conditions in this ORDER.

19. No Amendments No amendment or modification of this ORDER will be effective unless made in writing and signed by BUYER and SELLER.