Reflexite Corporation

General Terms and Conditions of Sale

1. Acceptance: All orders for product or services of REFLEXITE Corporation (REFLEXITE) shall be subject to these terms and conditions of sale. REFLEXITE hereby objects to any and all additional or different terms contained in Purchaser's order or other communication. Acceptance of purchaser's order is conditional on Purchaser's assent to these terms and conditions of sale, including without limitation, any terms that are additional to or different from terms contained in Purchaser's order. No order shall be binding on REFLEXITE unless it is accepted by REFLEXITE at its principal office. These terms and conditions of sale and all the written documents attached hereto constitute a complete and exclusive statement of the agreement between the parties, and no modification shall be effective unless made in writing and signed by both parties. Any representations, promises, warranties, or statements by REFLEXITE or its agents that differ in any way from the terms and conditions of this written agreement shall be given no force or effect.
2. Prices: Unless otherwise stated, prices are F.O.B. REFLEXITE's shipping point. Prices are subject to change without notice.
3. Terms of Payment: (a) The terms of payment are net within thirty (30) days from date of invoice. Invoices may be sent at any time on or after date of shipment or performance of services, or, if shipment is delayed by Purchaser, at the time REFLEXITE is prepared to make shipment. In the event the Purchaser is unable or unwilling to accept delivery when the goods are ready for shipment, REFLEXITE may, at its option, have the goods stored for the Purchaser at the Purchaser's risk and account. (b) All invoices paid after the due date will be assessed a monthly late payment charge of one and a half percent (1.5%), or the maximum amount allowed by applicable law, whichever is less. This charge shall be assessed with respect to each month or portion thereof between the due date and the date of payment. (c) The foregoing payment terms are subject to change at any time upon written notice in the sole discretion of REFLEXITE. If REFLEXITE has reasonable grounds for insecurity with respect to the Purchaser's ability or willingness to make timely payments for the goods, REFLEXITE may at any time suspend performance, decline to ship, or require advance payment in cash or other adequate assurance satisfactory to REFLEXITE.
4. Taxes: Any manufacturer's, use, sales, or excise tax or any other tax, levy, or duty which may be assessed with respect to the sale, purchase, transportation, delivery, storage, use or consumption of the products or services ordered herein (except net income and equity franchise taxes) shall be added to the price quoted or invoiced and shall be paid by Purchaser.
5. Alterations and Cancellations: (a) In the event the Purchaser requests or causes a cancellation or suspension of work on any order, the Purchaser will be responsible for any and all costs, expense, or commitments incurred by REFLEXITE in connection with the order plus REFLEXITE's overhead and reasonable profit. (b) Changes requested by Purchaser will be accepted or rejected at REFLEXITE's option. If such changes are accepted, Purchaser shall be responsible for any increases in the cost of the affected product or service, including without limitations cost of components and expenses incurred in modifying a partially or completely manufactured product.
6. Delivery and Inspection: (a) REFLEXITE will use reasonable efforts to meet specified or requested delivery dates, but such dates are estimates only and are not guaranteed. REFLEXITE shall in no event be liable to the Purchaser for damages or losses resulting from any delays in delivery. (b) Delivery of products shall be made F.O.B. point of manufacturer, or if shipment is made from a warehouse, F.O.B. point of warehouse. Delivery to a carrier at point of shipment shall constitute delivery to Purchaser, at which time risk of loss shall pass to Purchaser. REFLEXITE is not responsible for damage or loss in transit, and all such claims must be made by Purchaser directly to the carrier. Freight or other transportation charges are the responsibility of Purchaser.
7. Warranty: (a) REFLEXITE warrants that the products or services supplied to Purchaser pursuant to these terms and conditions of sale will be free of defects in material and workmanship at the time of shipment and for a period of ninety (90) days thereafter. EXCEPT AS SPECIFICALLY SET OUT HEREIN, REFLEXITE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES SUPPLIED PURSUANT TO THESE TERMS AND CONDITIONS OF SALE. REFLEXITE MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. (b) Purchaser's sole and exclusive remedy for any breach of this warranty by REFLEXITE, and the entire extent of REFLEXITE's liability for such breach, is the repair or replacement of the defective product or refund of the purchase price upon return of the product, whichever REFLEXITE chooses. REFLEXITE shall have no liability for any breach of this warranty unless Purchaser notifies REFLEXITE in writing immediately upon discovering such defect and such written notification is received by REFLEXITE within the warranty period.
8. Limitation of Liability: IN NO EVENT SHALL REFLEXITE'S LIABILITY RELATED TO ANY PRODUCTS OR SERVICES EXCEED THE PURCHASE PRICE OF SUCH PRODUCTS OR SERVICES. REFLEXITE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES TO PURCHASER OR ANY OTHER PERSON FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR IN CONNECTION WITH ANY SALE OF PRODUCTS OR SERVICES BY REFLEXITE. THE USE OF ANY PRODUCTS SUPPLIED BY REFLEXITE, OR ANY ACTS OR OMISSIONS OF REFLEXITE RELATED TO THE SALE OR USE OF PRODUCTS OR SERVICES.
9. Causes Beyond Control: REFLEXITE shall not be liable for any loss, damage, detention, or delay resulting from causes beyond its reasonable control, including without limitation fire, explosion, flood, embargo, strike or other differences with workmen, transportation or shipping failures or delays, inability to obtain or shortages of labor, material, component parts or manufacturing facilities, restriction, regulations or controls by civil or military authority, riot, insurrection, accident or act of God. In the event of any such occurrence, REFLEXITE shall have the right to apportion its production among its customers as it may choose.

10.  Infringement: REFLEXITE shall indemnify Purchaser against any liability for infringement of any United States patents arising out of the use or manufacture of REFLEXITE products, except for any liability arising out of REFLEXITE's compliance with specifications furnished by Purchaser. Purchaser shall indemnify and hold REFLEXITE harmless from any claims or liability for infringement of any United States or foreign patents arising out of REFLEXITE's compliance with specifications furnished by Purchaser.

11.  Jurisdiction and Choices of Law: This order shall be governed by the laws of the State of Connecticut. Any suit arising out of or in connection with any sale of products or services by REFLEXITE may be brought in the state or federal courts located in the State of Connecticut, and in the event of such suit, the parties hereto consent to the jurisdiction of such courts and waive any defense based on improper venue.

Terms and Conditions of Purchase

1. Acceptance: Acceptance of the Buyer's offer to purchase, including all of the terms, conditions and instructions set forth on or incorporated in this purchase order by reference shall be made either by Seller's return of the acknowledgement copy of this purchase order or by Seller's commencement of work in the goods described herein and back hereof. Any waiver, alteration or modification of the terms or conditions of this order must be in writing and signed by an authorized agent of Buyer. This is the complete agreement of the parties and supersedes all prior agreements or understanding.
2. Inspection and Test: All goods ordered hereunder will be subject to inspection and test by Buyer, to the extent practicable, at all times and places, including the period of manufacture, and in any event prior to acceptance. Such goods will be subject to final inspection and acceptance by Buyer after delivery to Buyer.
3. Disclosure of Information: Seller shall not in any manner advertise or publish the fact that it has furnished, or contracted to furnish, Buyer the goods or services herein mentioned without prior written consent of Buyer. Seller shall not disclose any details in connection with this order to any party except as may be otherwise provided.
4. Quality: Seller warrants that the goods shall conform to description and specifications and will be free from all defects in material and workmanship and all defects due to design (other than Buyer's design). Seller shall pay the cost of inspecting and testing rejected goods and all transportation charges thereon. Upon request of Buyer, Seller, at its sole expense shall repair, or replace all or any part of any materials covered by this order which prove, within one year from the date received by Buyer, to be defective in material or workmanship. This warranty shall be in addition to any other warranty given to Buyer by Seller or provided for by law.
5. Quantity: Goods shipped in excess of quantity designated in this order, other than accepted industry standards, may be returned at Seller's expense.
6. Transportation Charges: Except as otherwise mutually agreed to in writing, (a) where transportation charges are separately charged to Buyer by Seller, such charges shall in no event exceed the lowest legal freight charges via the carrier or routing specified herein, in effect on the date of shipment, and (b) where transportation charges are allowed to Buyer by Seller, such allowance shall not be less than the actual freight charges paid by Buyer or, where Buyer performs the transportation, such allowance shall be in an amount equal to the freight charges which would have been assessed for a like movement via common carrier.
7. Delivery: The goods shall be properly packaged for shipment. Each package shall be labeled with the Buyer's order number, part number and contents; all paperwork such as invoices, packaging lists and bills of lading shall also include Buyer's order and part numbers. Each shipment shall contain an itemized packing list. No charges will be allowed for packing, crating, freight express or cartage unless specified on the face hereof. If any goods are not delivered within the time specified in this order, Buyer may either (i) refuse to accept such goods and terminate this order, or (ii) cause Seller to ship the goods by the most expeditious means of transportation where upon the Seller shall pay any additional transportation charges.
8. Invoices: Unless otherwise requested by Buyer, invoices shall (a) be rendered separately for each delivery, (b) cover not more than one order, (c) be rendered with the Buyer's order number and part number noted thereon.
9. Patents and Trademarks: Customer agrees to indemnify and hold us harmless against any claims of third parties and releases us from any claims of customer arising out of infringement of patents, trademarks, or design rights relating to the goods covered by this acknowledgement.

10.  Insurance: If Seller provides or performs services, or constructs, erects, inspects or delivers hereunder, Seller shall (a) provide Workers Compensation, Property Damage and Public Liability and Contractual Liability Insurance in terms and conditions satisfactory to Buyer. Certificates showing that Seller has properly protected himself and Buyer by such insurance shall be furnished to Buyer before the work is started; (b) employ competent and experienced personnel for doing the work and will do the work in a good and workmanlike manner; (c) perform the work with proper dispatch and will complete the same within a reasonable period of time; (d) indemnify and save Buyer harmless against any and all judgments, damages, claims for damages, loses, costs and expenses (including without limitation legal and other expenses Buyer may incur defending any claims or legal actions) in whole or in any part arising out of said services, construction, erection, inspection or delivery or the acts of any of the Seller's agents or employees; (e) all certificates shall provide that written notice of cancellation shall be given to Buyer at least fifteen (15) days prior to the effective date of such cancellation.

11.  Indemnification: Seller agrees to defend, indemnify and hold harmless Buyer, its employees and customers from and against any and all loss liability, damage, costs, attorney's fees or other expenses incidental thereto of any kind and nature whatsoever, on account of any claims or suits for bodily injury or death to any person or any loss or damage to or destruction of property arising out of any actual or alleged defects in the products described herein, or arising out of any actual or alleged breach by Seller of its express or implied warranties made pursuant hereto, or arising out of Seller's negligence or strict liability resulting from or relating to the product described herein.

12.  Force Majeure: Neither party hereto shall be liable to the other for default or delay in performing its obligations hereunder if caused by fire, strike, riot, war, act of God, delay of carriers, governmental order or regulation, complete or partial shutdown of plant by reason of loss of power.

13.  Drawings and Data: Unless otherwise expressly provided in this order, all drawings, blue prints, dies, patterns, tools, printing plates, and other items used in connection with the manufacture of the goods hereunder, which are prepared or constructed by or for the Seller pursuant to the terms of this order, shall be the property of the Buyer, and upon completion of deliveries of the goods hereunder, or upon termination of this order, shall be delivered to Buyer.

14.  Default-Cancellation: Buyer reserves the right, by written notice of default, to cancel this order, without liability to Buyer, in the event of the happening of any of the following: Insolvency of Seller, the filing of a voluntary or involuntary petition of bankruptcy, the appointment of a Receiver or Trustee for Seller, the execution of Seller of an assignment for the benefit of creditors.

Last updated: 29 June 2011