TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

As used below, “Seller” means R. M. LUCAS CO., LLC and its affiliates, parents, subsidiaries, predecessors, successors, and assigns. “Product” and “Products” mean any product sold by Seller. “Buyer” means a party purchasing any Product from Seller.

2. APPLICABLE TERMS

All sales by Seller to Buyer will be subject firstly to the Sales Agreement entered into between Seller and Buyer and secondly to these terms and conditions of sale (the “Terms and Conditions”). The Sales Agreement, these Terms and Conditions, and the Product description and quantity specified in Buyer's purchase order as accepted by Seller will make up Buyer’s complete contract with Seller. These Terms and Conditions may be modified only by the written agreement of Buyer and Seller. By purchasing Products from Seller, Buyer confirms its agreement with these Terms and Conditions and agrees that, even if Buyer sends Seller another form of agreement or terms, or modifications to these Terms and Conditions, and Seller does not respond, these Terms and Conditions shall govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any sale of Products.

3. PRICES AND DELIVERY

Product prices are determined by the Sales Agreement. In the absence of a Sales Agreement, prices are determined by Seller’s list prices in effect at the time of shipment. Prices do not include freight, taxes, or duties. Payment will be due in full, in U.S. Dollars, within thirty (30) days of the invoice date. Buyer agrees to reimburse Seller for Seller’s costs of collection should Buyer fail to pay Seller in a timely manner, including attorneys’ fees and interest at the rate of 1% per month, or the maximum interest rate permitted by law, whichever is less, on any past-due amounts. Title and risk of loss or damage to Products will pass to Buyer at the time such Products are first delivered to a commercial transportation carrier for shipment. All delivery dates are estimates only. In addition to any other rights available to Seller, in the event that Buyer is in default of its obligations hereunder, files for bankruptcy, or is reasonably believed by Seller to be insolvent, then Seller may suspend shipments of Product to Buyer.

4. LIMITED WARRANTY

Seller warrants that all Products sold to Buyer will be free of any claim of ownership by third parties and will conform to the manufacturer’s specifications in effect at the time of manufacture. Buyer will inspect all Products for damage, defect, or shortage promptly after Buyer receives them and will give Seller prompt notice of any damage, defect, or shortage that Buyer finds. In the case of damage, Buyer must note damage on the Bill of Lading. The conditions of any test for conformance with specifications shall be mutually agreed upon and Seller will be notified of, and may be represented at, all such tests. If any Product is determined not to conform to the warranty set forth above during the period ending at the earlier of (i) six months from date of shipment by Seller, or (ii) the “Use By” date set by Seller, if any, then Seller shall, at its option, either reace the defective Product or refund the purchase price. Defective Products shall not be returned by Buyer until authorized by Seller. This remedy is Buyer’s exclusive remedy for breach of warranty. If law prohibits this limitation of Buyer’s remedies, then Buyer agrees that the maximum amount Buyer may claim from Seller is the net purchase price Buyer actually paid Seller for Product determined to be defective. THIS LIMITED WARRANTY IS GIVEN ONLY TO THE ORIGINAL PURCHASER, IT MAY NOT BE TRANSFERRED OR ASSIGNED, AND DOES NOT EXTEND TO ANY SUBSEQUENT PURCHASER OR TRANSFEREE OF PRODUCTS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. LIMITATION OF CLAIMS

Except as agreed in the Limited Warranty set forth above, Seller will not be responsible for any harm arising out of Buyer’s purchase, possession, or use of any Product, whether based in contract, warranty, negligence or other tort, strict liability, or otherwise. SELLER WILL NOT BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, EQUIPMENT DOWNTIME, COST OF ANY SUBSTITUTE FOR PRODUCTS, CLAIMS OF THIRD PARTIES, OR INJURY TO PERSONS OR PROPERTY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING A FINDING THAT ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6. ADVICE AND OTHER SERVICES

Buyer agrees that Seller will not have control over the design, testing, or labeling of any product produced using Seller’s Products. Buyer is not relying on any representation or statement made by, or on behalf of, Seller with respect to the suitability of any Product for any purpose. Buyer has tested and investigated the Products enough to form an independent judgment concerning their suitability for the use, conversion, or processing intended by Buyer and will not make, and herby waives, any claim against Seller based on Seller’s advice, statements, information, services, and recommendations.

7. INTELLECTUAL PROPERTY

Seller does not give Buyer a license under any patent or other intellectual property right. If there is a claim that any Product, in the form in which Seller sold it to Buyer, infringes another person’s patent or other intellectual property right in the jurisdiction in which such sale took place, then (i) Seller will defend Buyer against such claim, and indemnify Buyer against all reasonable costs of such defense incurred by Buyer, and (ii) if any Product subject to such a claim is determined to infringe another person’s patent or other intellectual property right, Seller shall, at its sole option and expense, either procure for Buyer the right to continue using the Product or accept return of the Product from Buyer and refund the purchase price thereof. The foregoing states the entire obligation of Seller for intellectual property infringement. Seller shall not be responsible for, and Buyer shall hold Seller harmless against, any damages and costs incurred by Seller as a result of any claim of infringement of another person’s patent or other intellectual property right that arises from Seller’s compliance with any specification or instruction provided by Buyer. In the event that Buyer shall become aware of any claim of the type described above, it will promptly notify Seller in writing and give Seller all necessary information, assistance, and exclusive authority for the defense of any such claim and its settlement.

8. HEALTH AND SAFETY COMPLIANCE

Buyer understands that some Products may be hazardous materials or hazardous substances under various laws and regulations when handled or processed. Buyer agrees to familiarize itself, without further reliance on Seller, with any hazards of the Products, their processing and applications, and the containers in which the Products are shipped. Buyer agrees to inform and train its employees, and properly warn and instruct its customers, as to hazards known or discovered by Buyer in its investigations relating to the Products. Buyer agrees to manage and dispose of all wastes and residues resulting from its use of all Products, including any disposable packaging, in accordance with applicable disposal or recycling laws.

9. ELECTRONIC COMMERCE

Buyer may not share any password, access code, or similar credential issued to it by Seller, and Seller reserves the right to suspend or revoke any such credential. Buyer is solely responsible for ensuring the security and integrity of its ordering process. Any information provided by Seller via any Internet site or electronic communication (i) is subject to correction or change without notice, and (ii) is provided for the sole use of Buyer for purposes of facilitating individual transactions involving the purchase and sale of Products. Seller may issue electronic invoices for any purchases of Products made using the Internet, e-mail, or any other computer-based electronic communications method and Buyer agrees to honor such invoice as if it had been delivered in writing.

10. GENERAL

Cancellation of any order, or return of any conforming Product, will be subject to acceptance by Seller and to a restocking charge in accordance with Seller’s policy then in effect. Neither course of performance or dealing, nor usage of trade, nor prior writings or agreements shall be used to qualify, explain, or supplement these Terms and Conditions. Failure by Seller, at any time or from time to time, to require the performance by Buyer of any term hereof shall not constitute a waiver of such term. The invalidity, in whole or in part, of any term herein, shall not affect any other term, each of which shall be enforced to the full extent permitted by law. Buyer may not assign or transfer any rights or obligations under these Terms and Conditions without the prior written consent of Seller. These terms shall be governed by, and interpreted in accordance with, the laws of the State of Illinois, without giving effect to its conflicts of laws principle.