TERMS AND CONDITIONS OF SALES

• SALE. Sale and delivery of Seller’s goods are conditioned on the Buyer’s acceptance of the description and other Terms and Conditions of sale set forth on this. No additional or different terms offered by buyer shall be or become part of this order, and any such terms are hereby rejected. The terms and conditions as stated herein shall not be modified without the express written approval of the Seller. Failure of the Buyer to immediately object in writing to these Terms and Conditions shall be deemed acceptance hereof and shall constitute a waiver of any prior or subsequent Terms and Conditions requested by Buyer. Buyer expressly consents to doing business with Seller electronically via e-mail, facsimile, and automated ordering systems. Orders placed by Buyer electronically shall incorporate and be subject to Seller’s standard Terms and Conditions of Sales set forth herein.
• Buyer acknowledges all items entered in the Shelley Order Entry system have been entered accurately, and does hereby release the Seller to manufacture and ship items exactly as entered and appearing in the SOE system.
• Acknowledged prices on non-standard items may be subject to change.
• Payment is due and payable according to the items on your invoice.
• A service charge may be added to all invoices which are 30 days past due.
• This acknowledges, but does not approve for shipment your order; and as such, it is expressly understood that all orders are subject to credit approval and that the Seller will not be held liable for any delays in shipment resulting from a credit-related problem.
• PRICES. All prices for products are subject to change or withdrawal without

notice. Unless otherwise stated by the Seller, prices, and pricing policies will be those

set forth in Seller’s published price list or Seller’s pricing policies in effect at time of shipment. Specially ordered items are not subject to cancellation without the consent of the Seller.

• CREDIT APPROVAL. All sales and shipments are subject at all times to credit approval by the Seller.
• TAXES. Any taxes which Seller may be required to pay or collect upon the sale, delivery, storage, processing, use or consumption of any of the products covered hereby shall be for the account of the Buyer who shall promptly pay the amount there of to the Seller on demand.
• FREIGHT. Unless otherwise stated herein, all products are F.O.B. Shipping Point. All freight and shipping charges shall be paid by the Buyer.
• DISCLAIMER OF WARRANTIES. There are no warranties which extend beyond the description on the face hereof, and Seller makes no warranty of any kind, expressed or implied, whether of fitness or against infringement or otherwise, except that the materials sold hereunder shall be of merchantable quality and shall conform to the specifications set forth herein and/or attached hereto; and Buyer assumes all risk whatsoever as to the result of the use of the materials purchased, whether used singly or in combination with other substances.
• SHIPPING. Specified shipping dates are based upon Seller’s estimates, are approximations only and cannot be guaranteed. Seller shall have no responsibility or liability for damages that may occur due to delay in shipment of products.
• SERVICE CHARGE. A charge of 1.5 percent per month (18 percent annually) may be charged on all past-due amounts where permitted by applicable state and federal law. In the event a charge of 1.5 percent per month may not be charged under applicable state or federal law, then the maximum amount of service charge permitted by applicable state or federal law shall be charged.
• RETURN OF MATERIAL. Seller must notify Buyer of defects in material and/or workmanship within 10 days of receipt. Returned material will be subject to prior approval. All returned material must be in resalable condition – undamaged and in standard inventory packages, where applicable. All returned material will be subject to a restocking charge with credit based on price in effect at the time of original sale.
• PAYMENT. Terms of payment are as specified on the front side hereof. Sales tax, transportation, and labor are not subject to cash discounts. Cash discounts will be allowed only within the discount period as specified. If not specified, the net amount shall be due 30 days following the date of invoice. Upon Buyer’s failure to make payment within the specified terms of payment, Seller may, without notice, accelerate and declare Buyer’s entire unpaid balance due and owing, including therewith sums due for goods that have shipped but for which the stated payment term has not expired. Any check sent as payment for this order may be converted to an electronic format for presentation to Seller’s bank. Buyer may request, in writing to Seller, alternate forms of presentation.
• NON-WAIVER. Any waiver or failure of Seller to require strict compliance with the provisions of this order in any respect shall not be deemed a waiver of Seller’s right to insist upon strict compliance in other respects or thereafter in the same respect.

If the goods covered by any transaction are to be shipped by the Seller to a destination outside of the United States, the following Special Terms and Conditions will also apply.

SELLERS SPECIAL TERMS AND CONDITIONS OF SALE

• INITIAL ORDERS ARE TO BE PAID IN ADVANCE OF SHIPMENT.

Pro-Forma Invoice will be generated for Payment in advance of shipment and forwarded to Buyer’s Accounts Payable Department.

• PAYMENT VIA WIRE TRANSFER – PAYABLE IN U.S. FUNDS

Credit Cards are not accepted.

• CREDIT APPLICATION FOR OPEN TERMS:

a. References required from companies located in the United States, Canada, or Puerto Rico.

b. Payments via Wire or ACH for Terms of 1%10N30 days.

• EXPORT DOCUMENTATION FEE.

Standard Fee is $25.00, payable in US Funds, is intended to recover the additional costs of Documentation, Packaging, and Handling associated with exporting to foreign countries, as required by Customs, U.S. Homeland Security, and other Shipping Companies.

a. The Fee is also intended to recover the numerous Bank Charges imposed by both Sending and Receiving banking institutions.

b. The Seller will make every effort to combine Purchase Orders for shipment, thereby eliminating a fee when appropriate. Multiple Purchase Orders received within a two week period will be consolidated and shipped under one Documentation Fee. Individual Purchase Orders placed greater than two weeks apart will be shipped separately and a Documentation Fee will apply to each shipment.