1. Applicability:  These Terms and Conditions of Sale apply to all quotations, purchase orders or order acknowledgments (collectively and individually referred to as “Purchase Orders” issued by United Resin, Inc. (“Seller”) as well as to orders received by Seller for all goods sold.  It is understood and agreed that Seller objects to any terms and conditions other than set forth herein and these Terms and Conditions of Sale shall be the exclusive Terms and Conditions. 

2. Offer:  Seller’s quotation or Purchase Order constitutes Seller’s offer to purchase to enter into a contract for sale of the goods identified in the quotation or Purchase Order only according to these Terms and Conditions of Sale.  

3. Acceptance:  A contract is formed when Purchaser accepts Seller’s quotation or Purchase Order by written acknowledgment or by the issuance to Seller of an order or other acceptance document for the goods, or when Seller delivers its order acknowledgment to Purchaser.  Acceptance is expressly limited to these Terms and Conditions and the Terms and Conditions expressly referenced on the face of the quotation or Purchase Order.  Notwithstanding any contrary provision in Purchaser’s Purchase Order or other documents, delivery of the goods or commencement of production by Seller shall not constitute acceptance of Purchaser’s Terms and Conditions to the extent such Terms and Conditions are inconsistent with or in addition to the Terms and Conditions contained herein.  

4. Adjustments:  Seller reserves the right to actively adjust the price and delivery terms of the quotation or Purchase Order in the event of, and as condition to, any changes in the specifications or requirements for the goods, scope of any work covered by the quotation or Purchase Order or estimated annual volumes of products.  

5. Shipping and Delivery:  All sale of products are FOB Seller’s facility unless otherwise specified in the Seller’s quotation or Purchase Order.  Responsibility of Seller shall cease upon delivery to and receipt of the goods by a common carrier at which point Purchaser will bear the risk of loss for the goods.  Premium shipping expenses and/or related expenses necessary to meet Purchaser’s accelerated delivery schedule shall be the sole responsibility of Purchaser.  Deliveries of orders placed by Purchaser may be changed, deferred and/or cancelled only upon specific agreement in writing by Seller and Seller may condition such agreement upon Purchaser’s assumption of liability and payment to Seller for: (a) all completed work at the order price, (b) the sum equal to the cost of the work in process including costs accrued for labor and material, (c) any amount for which Seller is liable by reason of commitments made by Seller to it suppliers, and (d) any other loss, cost or expense of Seller as a result of such change, deferment or cancellation, including reasonable consequential damages, costs and/or attorney fees.  

6. Payment Terms:  Unless otherwise expressly set forth in the quotation or Purchase Order, all accounts are payable in U.S. currency thirty (30) days from the date of Seller’s invoice.  Purchaser will be responsible to pay Seller a late payment charge of 5% of the invoice amount after sixty (60) days from the invoice date, together with all costs, expenses and attorney fees incurred by Seller in collecting unpaid invoices and late charges amounts from the Purchaser.  Credit and delivery of product shall be submitted to Seller’s approval, in the event Purchaser defaults under these payment terms or Seller otherwise deems itself insecure for any reason, Seller may, without notice, cancel any credit available to Purchaser, require any invoices outstanding be immediately due and payable in full, and refuse to make any further credit advances.  Purchaser is prohibited from and shall not set off against or recoup from any invoice amounts due or to become due from Purchaser or its affiliates any amounts due or to become due to Seller or its affiliates, whether arising under the quotation or any related Purchase Order or under any other agreement. 

 7. Prices:  Unless otherwise expressly set forth in the quotation or Purchase Order, prices for the goods specified in the quotation or Purchase Orders do not include storage, handling, packing or transportation charges or any applicable federal, state, local or foreign duties or taxes. 

 8. Warranty:  Seller warrants only at the time of delivery to Purchaser that the products will conform to the specifications, designs and/or drawings that are referenced in any quotation or Purchase Order.  Any claim for breach of warranty, including for defective materials or defective manufacture, shortages in count, weight, or any other claim with respect to the product shall be presented to Seller by Purchaser in writing within sixty (60) days from the date of receipt of the goods by Purchaser.  Failure by Purchaser to provide Seller with a written notice of any defect or shortage in weight or count within such sixty (60) day period shall be deemed an absolute and unconditional waiver of Purchaser’s claim for defects or shortage in count.  Purchaser shall hold and make available for inspection and testing by Seller all goods claimed by Purchaser to be defective.  Any claim for defective material or workmanship must be verified by Seller and, in such case, Seller’s liability shall be limited to the replacement or repair, at Seller’s election, of such goods in question.  

The foregoing warranties are exclusive and Seller makes no other warranty, express or implied, with respect to the goods including, without limitation, any warranties of merchantability or fitness for a particular purpose.  Seller specifically, but not by way of limitation, disclaims any and all liability for the use or performance of the products and application(s) selected by Purchaser and Purchaser’s customers.  Seller further disclaims any and all liability for products that are further processed by Purchaser or any other third party or in any way changed by Purchaser or any third party from the products delivered by Seller.  

9. Limitation of Liability:   In no event will Seller be liable to Purchaser or any third party, in contract, tort or otherwise, for consequential or special damages, including loss of profits, or any incidental, indirect exemplary, punitive or other damages to the maximum extent permitted by law. 

10. Governing Law; Submission to Jurisdiction:  This agreement and any agreement made hereunder shall be construed in accordance with the laws governing contracts made and to be performed in the State of Michigan, USA, exclusive of the U.N. Convention on the International Sale of Goods which shall not apply.  Purchaser consents to the jurisdiction of any local, state or federal court located within the State of Michigan and waives any objection which Seller may have based on improper venue or forum non-conveniens to any proceeding in any such court.  

11. Entire Agreement:  The Agreement set forth on the face of Seller’s order acknowledgment or Purchase Order and any attached exhibits shall constitute the entire Agreement of the parties and correctly states the rights, duties, and obligations of each party as of the document’s date.  Any prior Agreement, promises, negotiations, or representations between the parties not expressly stated in the purchase agreement or in these Terms and Conditions are not binding upon United Resin.