Agreements

PRENTICE PRODUCTS TERMS & CONDITIONS

STANDARD TERMS AND CONDITIONS OF SALE

PLEASE NOTE THAT THE FOLLOWING TERMS AND CONDITIONS OF SALE APPLY TO ALL SALES OF PRODUCT FROM PRENTICE PRODUCTS.

1. DEFINITIONS. As used in these Terms and Conditions, "Seller" means Prentice Products; "Buyer" means the purchaser of any of the Products (as defined below) and all others liable for their purchase price, and "Products" means the Products identified on the website, or in any Seller’s Quotation or Buyer’s Purchase Order.

2. ORDER ACCEPTANCE. Sales of Products are expressly conditioned upon the Terms and Conditions as set forth herein. If the Terms and Conditions in Buyer's order, or any other of Buyer's oral or written communications, are inconsistent with the Terms and Conditions contained herein, Seller's acknowledgement, acceptance or performance of said order shall not be construed as assent to any of the terms in Buyer's order, but shall instead constitute a counter offer, and Buyer shall be deemed to have accepted the counter offer and the Terms and Conditions set forth herein unless it notifies Seller to the contrary in writing within five (5) business days after receiving Seller's acknowledgement. Printed material on Buyer's forms shall not constitute a sufficient writing to modify these Terms and Conditions. No addition to or modification of the Terms and Conditions shall be binding upon Seller unless specifically agreed to by Seller in writing. In the event of any conflict between these Terms and Conditions and those submitted by Buyer, these Terms and Conditions will prevail.

3. SHIPMENT TERMS. All Products are F.O.B. point of shipment. Unless otherwise requested in writing by Buyer, Seller shall select the carrier. Risk of loss passes upon delivery to the carrier and Buyer must file any claim for damage in transit with the carrier. Buyer assumes all risks of and responsibility for loss, damage to, delay in shipment or non-delivery of the Products after their delivery to the point of destination. Seller assumes no responsibility to insure shipments unless requested to do so at Buyers' expense, by Buyer in writing.

4. PRICES AND PAYMENT TERMS. Prices stated in this website or in a Quotation are those currently in effect and are subject to change without notice. Buyer agrees to pay, and Products will be invoiced at, prices prevailing at the time of shipment. Unless otherwise expressly provided in these Terms and Conditions, (i) terms of payment are net cash payable at net twenty (20) days from the date of shipment as evidenced by Seller's invoice date, and (ii) no discounts, anticipation, allowances, offsets or any other form of discount are permitted.

5. ASSURANCES. Shipments and deliveries of Products are subject to the approval of Seller's Credit Department, and Seller may at any time stop work in process, refuse to make shipment, or instruct the common carrier or other third person in possession of the Products to hold, store or return the Products to Seller if Buyer fails to make any payment or perform any other obligation owed to Seller when due. Buyer warrants to Seller that is solvent, that it is able and intends to pay each of its obligations when due, and that all checks, drafts and other items tendered to Seller in payment for the Products will be honored in accordance with Seller's terms. Buyer acknowledges that Seller relies upon Buyer's representations of its solvency to induce Seller to ship Products. As such, Buyer agrees that Seller shall have the right to cancel any unfilled order and cancel any future orders without notice to Buyer in the event that Buyer becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed over its assets, is adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.

6. CLAIMS. Any claim concerning Products that could be discovered by inspection upon delivery of said Products must be reported promptly in writing to the delivering carrier and also to Seller. In the case of a claim against Seller, inspection shall be promptly arranged with Seller and, where appropriate, representatives of the carrier. Buyer must settle any damage, loss or shortage occurring in transit with the common carrier without offset of or deduction from the purchase price of the Products affected. Buyer shall set aside, protect and hold those Products which are the subject of its claim without further processing until Seller has an opportunity to inspect Products and advise Buyer of the disposition, if any, to be made of them. In no case shall any Products be returned without first securing the written authority of Seller.

7. DELIVERY. Delivery dates specified are desired and not binding upon Seller; however, Seller will make all reasonable efforts to adhere to the delivery dates requested by Buyer. Seller shall not be liable for any damages, loss or expense of Buyer for failure to comply with any shipping or delivery dates for any reason whatsoever. By consenting to or accepting delivery of the Products, Buyer waives any and all claims against Seller for damage by reason of any delay, whether subject to Seller's control or not.

8. MODIFICATION. Buyer may not cancel, modify or amend any terms of a Purchase Order after the Products ordered are in process, except with Seller's written consent and subject to conditions then to be agreed upon, including timely receipt of all change orders and reimbursement to Seller for all costs, expenses and lost profits resulting therefrom. Seller reserves the right at any time to discontinue the manufacture of any Products, to make changes in design, or to make improvements to the Products without incurring any obligation to correct, modify, adjust or improve the Products previously manufactured and sold by Seller.

9. LIMITED WARRANTY. All Products manufactured by Seller are warranted to be free from defects in material and workmanship at the time of delivery. This limited warranty extends only to Buyer, and Seller's obligation under this limited warranty is strictly limited to repairing or replacing at Seller's option any Products found in its sole discretion to be defective, provided that in such instance, a written claim has been received from Buyer within 30 days after delivery thereof, and said Products are, upon request, returned to Seller's facility, transportation prepaid. Neither the receipt of information from Buyer nor delivery by Seller of the Products shall in any manner imply a warranty on the part of Seller that the Products will be suitable for the purposes disclosed by Buyer nor any other obligation or liability on the part of Seller respecting the suitability of the Products. Buyer expressly agrees that Seller shall not be liable under any warranty nor for any defects or nonconformities in the Products, if Buyer's order or any data submitted in conjunction therewith is illegible, is in error, or specifications set forth therein are faulty or improper. This warranty does not apply where any claimed defect arose as a result of Buyer's misuse, neglect, alteration or accident with respect to the Products. Seller will not be liable for any loss of profit, non-operation or increased expense of operation, loss or damage of any nature, and Buyer expressly waives all claims for such loss or damage. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES EXPRESS OR IMPLIED AND SELLER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer will hold Seller harmless from and will be responsible for any loss, damage or injury arising out of the use of the Products supplied by Seller, and in no case will Seller be liable to Buyer for special, indirect or consequential damages. These limitations and exclusions will apply regardless of the form of action, including misrepresentation, negligence or gross negligence.

10. LIMITATION OF LIABILITY. The uses to which Products are put are solely within the discretion and responsibility of Buyer and/or end user. Buyer assumes any and all liability arising out of or in any way connected with the use of such Products and hereby agrees to indemnify Seller for such liability. Seller shall not be liable for incidental, consequential or special damages. Under no circumstance shall Seller's liability or Buyer's remedy for damages against Seller exceed the amount of the purchase price of the Products. The price stated for the Products is based upon and in consideration for limiting Seller's liability. Failure of Buyer to give timely written notice of its claim shall bar Buyer from any remedy. No claim or action arising out of these Terms and Conditions, Buyer's order, or other document pertaining to the products may be brought by Buyer more than twelve (12) months after the date of shipment of the Products.

11. INTELLECTUAL PROPERTY/INDEMNITY. It is not the intention of Seller to manufacture any product that is an infringement on the intellectual property of any other person or entity. When Products are made by Seller based upon specifications, data and information furnished by Buyer, it is agreed that Buyer will defend and save harmless Seller from any and all expenses involved in any claims for damages from infringements of intellectual property rights by the use of, or sale of, Products made by Seller. Buyer expressly agrees that Seller shall have no duty to verify or inquire as to the ownership or rights of Buyer in any specifications, data or information provided by Buyer to Seller.

12. CHARGEBACK LANGUAGE. Buyer agrees not to "chargeback" or debit sales orders without first contacting Seller to discuss whether the alleged error resulting in Buyer's claim for a price adjustment was a sole, direct and proximate result of error or negligence on the part of Seller. Buyer must prove by preponderance of the evidence that the damages allegedly sustained by Buyer are the sole, direct and proximate result of Seller's error or negligence.

13. CONDITIONS NOT WAIVED. Seller's failure to enforce or declare a default or breach with respect to any particular term or condition listed in these Terms and Conditions shall not constitute a waiver of Seller's right to enforce or be protected by any other terms or conditions or, on a subsequent occasion, that particular term or condition.

14. FORCE MAJEURE. Neither Buyer nor Seller shall be deemed to have defaulted or failed to perform hereunder if that party’s inability to perform or default under the purchase order is due to riots, wars, acts of God, national emergencies, terrorism, strikes, floods, fires, or any other cause not within the control of the party whose performance is interfered with, which by the exercise of reasonable diligence, such party is unable to prevent.

15. ALTERATION OF TERMS AND PAROL EVIDENCE. The Terms and Conditions set forth herein are intended by Buyer and Seller as a final expression and complete and exclusive statement of their agreement, and may be varied or modified only as provided for herein.

16. INVALID TERM. The invalidity of any term within these Terms and Conditions shall not affect any other of its terms.

17. GOVERNING LAW AND VENUE. These Terms and Conditions and any sale hereunder shall be governed by and construed in accordance with the internal laws and not the conflict of law rules of the State of Indiana. Exclusive jurisdiction and venue for any cause of action shall be in the Indiana or federal courts having subject matter jurisdiction located in Allen County, Indiana.

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Purchase Terms & Conditions
Prentice Products

STANDARD TERMS AND CONDITIONS OF PURCHASE

PLEASE NOTE THAT THE FOLLOWING TERMS AND CONDITIONS OF PURCHASE APPLY TO ALL PURCHASES OF PRODUCT BY PRENTICE PRODUCTS.

1. PURCHASE ORDERS. The items or services purchased pursuant to this Purchase Contract (the “Goods”) shall be delivered as specified by Purchase Order(s) delivered to Seller by the Buyer of Goods purchased. As used in these Terms and Conditions, “Buyer” means Prentice Products and “Seller” means the seller or provider of any of the Goods and all others liable for their delivery or performance.

2. PROOF OF SHIPMENT. Packing slips must be included in all shipments. The Purchase Order number must be shown on each packing slip and invoice. Invoices must be rendered in duplicate not later than the day following shipment, and a bill of lading and/or warehouse receipt must be attached to each invoice.

3. NUMBER OF GOODS. The Goods ordered must be delivered in full and shall not be changed without Buyer's written consent. Any unauthorized Goods are subject to Buyer's rejection or return at Seller's expense.

4. WARRANTY SPECIFICATIONS. Seller warrants that the Goods will be in exact accordance with this Purchase Contract and any other description or specification furnished to Seller by Buyer, will be free from defects in material and/or workmanship, will be merchantable, and will be fit for the particular purpose for which the Goods are intended. Such warranty shall survive delivery, and shall not be deemed waived, either by reason of Buyer's acceptance of said materials or articles or by payment for the Goods.

5. STATUTORY COMPLIANCE. Seller warrants that the Goods will be manufactured, sold and priced in accordance with all federal, state and local laws and regulations. Seller further warrants that no portion of the Goods, when delivered to Buyer, will be adulterated or misbranded within the meaning of any applicable federal or state law or regulation, nor will any portion of the Goods be an item that may not be introduced into interstate commerce under the provisions of any federal, state or local law or regulation.

6. INSPECTION AND ACCEPTANCE; CANCELLATION OF ENTIRE CONTRACT. All Goods shall be received subject to Buyer's right of inspection and rejection. Buyer shall have the opportunity to conduct tests to determine if the Goods conform to the specifications of this Purchase Contract. Use of a portion of the Goods for testing shall not constitute an acceptance of the Goods. Any portion of the Goods which are defective or otherwise not in accordance with Buyer's specifications will be held for Seller's instructions at Seller's risk, and if Seller so directs, will be returned at Seller's expense. Buyer may charge to Seller all expense handling or storing any defective Goods. Payment for Goods prior to inspection shall not constitute acceptance thereof and is without prejudice to any and all claims Buyer may have against Seller. Buyer reserves the right to cancel all or any part of the undelivered portion of the Goods if Seller does not make deliveries as specified, time being of the essence of this Purchase Contract, or if Seller breaches any of the terms hereof.

7. INDEMNIFICATION. Seller hereby covenants and agrees to indemnify, defend and hold harmless Buyer, its successors, assigns, customers, users of its products, agents and employees against any claim, demand or expense (including, without limitation, direct, indirect and consequential damages and reasonable attorneys' fees) arising directly or indirectly from (a) Seller's breach of any warranty or obligations contained herein, or (b) the willful actions or negligence of any kind of Seller or anyone hired by Seller which are related in any way to Seller’s supply of the Goods, including, but not limited to, delivery of the Goods, and (c) any claims made by an employee of Seller while on Buyer’s premises or while performing services for Buyer.

8. DAMAGES; ATTORNEYS’ FEES. Seller hereby acknowledges that the Goods will be utilized to manufacture Buyer’s products and expressly accepts liability for any and all consequential losses resulting from Seller’s breach of any warranty or obligation contained herein or resulting from Seller’s willful actions or negligence of any kind related in any way to Seller’s supply of the Goods, including, without limitation, losses due to damage or destruction to Buyer’s products or other property. In addition, Seller hereby agree that Seller shall compensate Buyer for all reasonable attorney’s fees incurred in connection with any breach of this Purchasing Contract or incurred by Buyer in the enforcement of Seller’s obligations under this Purchase Contract.

9. FORCE MAJEURE. Neither party shall be deemed to have defaulted or failed to perform hereunder if that party's inability to perform or default under this Agreement is due to riots, wars, acts of God, national emergencies, strikes, floods, fires, or any other cause not within the control of the party whose performance is interfered with which by the exercise of reasonable diligence such party is unable to prevent.

10. REMEDIES. The remedies provided herein are not exclusive, and Buyer and Seller shall be entitled to any other remedy available at law or equity, including all remedies afforded by the Uniform Commercial Code in effect in the State of Indiana.

11. GOVERNING LAW AND VENUE. These Terms and Conditions and any sale hereunder shall be governed by and construed in accordance with the internal laws and not the conflict of law rules of the State of Indiana. Exclusive jurisdiction and venue for any cause of action shall be in the Indiana or federal courts having subject matter jurisdiction located in Allen County, Indiana.

12. ENTIRE AGREEMENT; AMENDMENT; ASSIGNMENT. This Purchase Contract contains the entire understanding of the parties with respect to its subject matter. It merges and supersedes all prior and/or contemporaneous agreements and understandings between the parties, written or oral, with respect to its subject matter. This Purchase Contract may be amended only by a written instrument duly executed by Buyer and Seller or their respective successors, assigns, or representatives, and Seller may not assign its rights or duties hereunder without the Buyer's prior written consent, and any such attempted assignment shall be void.

13. TERMS OF OFFER DEEMED CONTROLLING. ACCEPTANCE OF THE OFFER CONTAINED IN THIS PURCHASE CONTRACT MUST BE MADE IN ACCORDANCE WITH ITS EXACT TERMS. IF ADDITIONAL OR DIFFERENT TERMS ARE PROPOSED IN THE ACCEPTANCE, SUCH ACCEPTANCE SHALL BE DEEMED A REJECTION OF THE OFFER CONTAINED IN THIS PURCHASE CONTRACT AND CONSTRUED AS A COUNTEROFFER. NO BINDING AGREEMENT SHALL COME INTO EXISTENCE WITHOUT THE WRITTEN CONSENT OF THE BUYER TO ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER.

14. CONFIDENTIALITY. The terms and existence of the relationship between Seller and Buyer and the supply of Goods to Buyer shall be held in confidence by Seller. Seller shall not announce or disclose any terms of this Purchase Contract, its contents, or the existence of a relationship with Buyer to any person without Buyer’s prior written consent. Seller shall not use Buyer’s name in any way including, without limitation, a general or sample listing of Seller’s customers, without Buyer’s prior written consent. Any violation of this paragraph shall be deemed a material breach.

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