Conditions Of Sale

1. WARRANTIES AND DISCLAIMERS. SELLER MAKES NO WARRANTY. EXPRESS OR IMLIED, CONCERNING THE PRODUCT/SERVICE OR THE MERCHANTABILITY OR FITNESS THEREOF FOR ANY PURPOSE; except (a) that the product/service shall conform to the Seller's specifications, if any, and (b) that the product/service does not infringe any valid Unites States patent.  Seller does not warrant, however, that the use of the product/service, or articles made therefrom, either alone or in conjunction with other materials, will not infringe any United States patent.

2. PRODUCT/SERVICE SUITABILITY. Determination of the suitability of the product/service for the uses and applications contemplated by Purchaser and others shall be the sole responsibility of Purchaser. Purchaser assumes all risks and liabilities for results obtained by the use of the product/service, whether used singly or in combination with other material, except those relating solely to the use of product/service not conforming to the contracted specifications, which non-conformity is not known to Purchaser and is not discoverable by Purchaser, by testing or otherwise, prior to the use thereof by Purchaser or others. Any suggestion or the use and application by Purchaser and others are beyond Seller's control.

3. PRODUCT/SERVICE CHARACTERISTICS. Purchaser shall familiarize itself with the characteristics of the product/service, and shall comply with all laws, regulations and standards applicable to the possession, handling, processing or use of product/service by Purchaser.

4. INDEMNITY AGREEMENT. Purchaser shall defend, indemnify and hold Seller harmless from and against all claims, liabilities, costs and expenses (including but not limited to, those related to injury or death of Purchaser's employees) arising from or connected with the possession, handling, processing or use of the product/service by Purchaser or third parties, except those resulting solely from the product/service not conforming to the contracted specification, which non-conformity was not known to Purchaser and was not discovered by Purchaser, by testing or otherwise, prior to the use thereof by Purchaser or others. Seller may participate in the defense of any such claim for the further protection of its own interests.

5. CLAIM PERIOD. All claims, including claims related to non-conforming product/service shall be made within thirty (30) days after receipt of the product/service to which the claims relates, or if for non-delivery, after the scheduled delivery date thereof. Purchaser's failure to provide Seller written notice of any claim within the applicable time period shall constitute an absolute and unconditional waiver of such claim.

6. LIABILITY LIMITATIONS. Purchaser's exclusive remedy shall be for repair and/or replacement of the product/service and no claim of any kind, whether as to product/service delivered or from non-delivery of product/service, and whether based on contract, breach of warranty, negligence, fraud or otherwise, shall be greater in amount than the purchase price of the product/service in respect to which damages are claimed. In no event shall Seller be liable for incidental, consequential or punitive damages, whether Purchaser's claim is based on contract, breach of warranty, negligence, fraud or otherwise.

7. CARRIER AND ROUTING. If the terms of shipment require Seller to pay freight, selection of carrier and routing of shipment shall be at Seller's option.

8. TITLE AND RISK OF LOSS. Title to and risk of loss in the product shall pass to Purchaser upon Seller's delivery to carrier at the shipping point, notwithstanding any terms of shipment specified herein.

9. CREDIT. If Purchaser's financial condition or creditworthiness is unsatisfactory to Seller, cash payments or satisfactory security may be required.

10. TAXES. Any tax or other governmental charge or increase thereof hereafter becoming effective increasing the cost to Seller of producing, providing, selling or delivery the product/service or of procuring any material used therein (including labor), and any tax now in effect or increase thereof payable by Seller due to the sale, use or delivery of the product/service, such as, but not limited to, Sales Tax, Use Tax, Retailer's Occupational Tax, Gross Receipts Tax, Value Added Tax, Employment Tax, and Transportation Tax, may, at Seller’s option, be added to the purchase price.

11. EXCUSE OF SELLER. Seller shall not be responsible or liable for any delay or failure to deliver any or all of the product/service if occasioned by any cause or circumstance which makes impracticable the production, provision, transportation or delivery of the product/service or any material used in or in connection with its production or provision, and the contracted quantity shall be reduced to the extent of the quantities not delivered due to any such cause or circumstance.

12. EXCUSE OF PURCHASER. Purchaser shall not be responsible or liable for any delay' of the product/service if any cause or circumstance like those excusing Seller makes it impracticable for Purchaser to receive or use the product/service, and the contracted quantity shall be reduced to the extent of quantities not delivered due to any such cause or circumstance.

13. ALLOCATION. In the event of any cause or circumstance excusing Seller, Seller shall have the right to utilize its available production and/or supply to satisfy its own requirements, including those of its subsidiaries and affiliate in full and to allocate any remaining production and/or supply among its customer including those not under contracts in a fair and reasonable manner. Purchaser hereby releases Seller from responsibility or liability for any resulting incomplete fulfillment of this contract.

14. WAIVER. No waiver by either party of any breach of any terms or conditions contained herein shall be construed as a waiver of any subsequent breach of the same or any other term or condition contained herein. Nothing herein shall limit the remedies of Seller in the event of Purchaser's breach of any term or condition contained herein.

15. INTELLECTUAL PROPERTY RIGHTS. To the extent Seller is permitting the use of any intellectual property by Purchaser hereunder, Purchaser is not obtaining any title or other ownership rights to such intellectual property, but is obtaining only a non-exclusive license to use such intellectual property. Such use shall be limited solely to Purchaser's internal use, and Purchaser shall not disseminate Seller's intellectual property to any third-parties. Any use of the intellectual property not specifically contemplated hereunder shall be strictly prohibited unless Purchaser obtains written content of Seller for such alternative use.

16. EXISTING CONTRACT AND MODIFICATION.  If Purchaser's order was placed under an existing written contract between and signed by the parties, to the extent that such contract and this Invoice are inconsistent, such contract shall prevail.  Except to the extent that there is a signed written contract between the parties, this invoice constitutes the entire contract for sale and purchase between the parties on the product/service covered hereby. No modifications of this contract shall be of any force or effect unless in writing and signed by the party claimed to be bound thereby, and no modification shall be effected by the acknowledgment or acceptance of purchaser order forms containing different conditions. If Seller and Purchaser have executed a Master Customer Services Agreement which currently in effect, this Invoice shall form a part of and be incorporated into said Agreement.

17. GOVERNING LAW. This Invoice shall be governed and construed under the laws of the State of Ohio.

18. JURISDICTION. The place of jurisdiction for all disputes arising either under or in connection with this invoice shall be in the state or federal courts located in Montgomery County, Ohio. Purchaser irrevocably consents to the jurisdiction of the state and federal courts of Ohio. If the Seller initiates a legal proceeding against Purchaser, jurisdiction is also proper in the state or federal courts encompassing the Purchaser's state of incorporation or principal place of business, and Purchaser irrevocably consents to the jurisdiction of those courts as well.

NOTICE: PURCHASER MUST AGREE TO THE TERMS AND CONDITIONS STATED ON BOTH SIDES OF THIS INVOICE. IF NOT, THIS  INVOICE AND CORRESPONDING SALE ARE REVOKED. PURCHASER'S ACCEPTANCE IS BASED UPON AND EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS STATED IN THIS INVOICE. THE PARTIES DISCLAIM AND REJECT ANY TERMS OR CONDITION NOT EXPRESSLY CONTAINED IN THIS INVOICE.