OFFER OF SALE AND STANDARD TERMS AND CONDITIONS OF SALE

1. Buyer shall pay, where applicable, any and all taxes, assessments, levies or other governmental charges of any nature whatsoever now or hereafter imposed by or under the authority of any law, rule or regulation with respect to the materials sold or with respect to the ownership, manufacture, importation, transportation, installation, purchase, sale or use of the material or services, except for income taxes owed by the Seller.

2. Unless otherwise agreed in writing by MAXWELL ADHESIVES International Inc., (“Seller”), the terms of payment under this Agreement shall be payable in advance or at time of shipment. Unless otherwise agreed by Seller, payment shall be made by credit card or check, funds immediately available without discount. Seller does not accept liability for variations in currency exchange rates between the date of this agreement and the date of payment.

3. It shall be the responsibility of Buyer to comply with all import and export license requirements and other similar customs rules and regulations related thereto, including the U.S. Export Administration Act, as amended, (collectively “Custom Laws”) of the countries through, to, or from which the materials are shipped. Buyer agrees to fully indemnify Seller for any liability incurred (whether direct, indirect and including reasonable and necessary costs related thereto, including reasonable attorney fees) as a result of Buyer’s failure to comply with such Customs Laws.

4. Seller shall not be obligated to ship any materials unless Buyer has paid in full all prior invoices in accordance with the terms of payment. For purpose of payment, each order and shipment shall be considered a separate contract and Buyer shall not be entitled to set off against payments owing any amounts owing or alleged to be owing from Seller to Buyer for adjustments, set-offs or claims hereunder. Buyer agrees to pay (a) interest on the unpaid portion of any past due invoice at the rate of one (1%) per month, or the legal maximum allowed, if less, and (b) all reasonable and necessary costs and expenses incurred by Seller in collecting any amounts due and owing, including but not limited to reasonable attorney’s fees and all litigation expenses.

5. If Buyer’s credit standing or financial responsibility become unsatisfactory to Seller, or if Buyer breaches this agreement, Seller reserves the right to a) require progress payments and/or C.O.D. terms, b) withhold shipments in whole or in part, c) recall goods in transit, or d) repossess all goods, work in process, and finished products containing the goods during normal business hours, without requiring any other proceedings, and Buyer consents that all goods so recalled or repossessed shall become the absolute property of Seller, provided that Buyer is promptly notified of such action and is given full credit therefor. Seller reserves title in all goods until Seller has received payment in full. In addition, Buyer grants to Seller a security interest in the goods until full payment has been received and shall facilitate Seller’s preparation and execution (either with Buyer or alone as agent for Buyer) of any financing statements or other documents reasonably necessary to perfect and/or protect Seller’s security interest.

6. Seller shall have the right to cancel or terminate this order or any part thereof in the event Buyer a) threatens or files a petition for voluntary bankruptcy, b) is threatened with or has filed against it a petition for involuntary bankruptcy, c) has appointed on its behalf a receiver or trustee, d) or executes an assignment for the benefit of creditors.

7. In the event Buyer cancels or terminates all or any part of this agreement for any reason (except Seller’s material breach), Buyer agrees to pay a reasonable cancellation charge to cover Seller’s costs and expenses (whether direct or indirect, general or administrative) incurred in performing and preparing to perform this agreement, and terminating the same. If the cancellation charge remains due and owing more than thirty (30) days after Seller’s notification of the same, Buyer agrees to pay, all costs and expenses of litigation, including but not limited to, reasonable attorney’s fees.

8. Seller warrants that the material and services sold hereunder meet Seller’s standard written specifications. Seller’s records as to shipped weights, volumes and quantities shall govern except in the case of proven error. Buyer shall inspect the material for shortages and defect upon delivery and shall note them on the carrier’s receipt. Within thirty (30) days of delivery Buyer shall (a) further inspect the material and promptly notify Seller in writing of any other defects and (b) determine, by testing and all other means, the suitability of Seller’s materials for Buyer’s particular purpose or purposes, regardless of whether disclosed to any of Seller’s representatives. Buyer’s failure to inspect or notify shall waive any claims and defenses based on shortages or defects reasonably discoverable by inspection or testing. The sole remedy of Buyer for materials not meeting Seller’s standard written specifications (“Rejected Material”) shall be replacement by seller of a like amount of material after reasonable opportunity to investigate Buyer’s claim. THE WARRANTY CONTINAED IN THIS PARAGRAPH IS PROVIDED IN PLACE OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY COVER DAMAGES THAT EXCEED TEN PERCENT (10%) OF THE CONTRACT PRICE, OR FOR ANY INDIRECT, SPECIAL, INDIDENTAL, OR CONSEQUENTIAL DAMAGES. Seller’s liability for failure to replace Rejected Materials shall be limited to the Material’s selling price. Buyer agrees that it will not rely upon, and Seller does not authorize, any representation, warranty or agreement made by any of Seller’s representatives, except as set forth herein and in Seller’s standard written specifications. In this connection, Buyer acknowledges that Seller’s advertising material, including the product data sheets are intended only to present brief summary descriptions of Seller’s materials for potential buyers and are not intended to substitute for Buyer’s own testing of such materials. Further, notwithstanding such technical consultation as may be furnished by Seller, Buyer agrees to hold Seller harmless against all liability resulting from Buyer’s use or resale of such materials after processing or combination with other materials.

9. Seller shall not be liable for any failure to deliver or any delay in delivery which shall be caused, directly or indirectly, and in whole or in party, by fire; flood; rain or windstorm; explosion; machinery or equipment breakdown; sabotage; strike or work stoppages; civil disturbances; war (whether or not officially declared); voluntary or mandatory compliance with any law, regulation, ruling or policy of any branch of federal, state, or local government; shortages of labor, raw materials, equipment, fuel or power; transportation delays or unavailability; any act of God; late receipt of order or of full manufacturing details; failure of Buyer and Seller to agree on final product specifications, or any other cause beyond the reasonable control of Seller. In any such events, Seller shall use its best efforts to equitably allocate available materials covered by this agreement among its customers, including Buyer.

10. All quoted delivery dates are approximate. Delivery method and route of shipment are at Seller’s discretion. Risk of loss or damage to material shall pass to Buyer upon delivery to the carrier and you will assume all risk of damage, injury or loss during transportation.  Any such damage, injury or loss shall not release you from your obligations. In the event of loss or damage in shipping, Buyer shall obtain a written statement from the carrier’s representative as to the circumstances of the loss or damage and deliver a copy to Seller. Any claim for loss or damage in transit shall be made only against the carrier. If Buyer delays delivery (provided, however, than any delay by Buyer shall be only with Seller’s agreement) Buyer’s liability for risk of loss, demurrage charges (if any), storage charges and payment of the contract price shall commence when the material is ready for shipment, even if Seller consented to the delay.

11. Orders from Buyer shall not be deemed accepted until acknowledged by Seller, and then only upon the terms and conditions set forth herein.

THESE STANDARD TERMS AND CONDITIONS CONSTITUTE SELLER’S OFFER TO BUYER, AND IS EXPRESSLY CONDITIONED ON BUYER’S ACCEPTANCE OF ALL OF THESE TERMS AND CONDITIONS REGARDLESS OF WHETHER SELLER PERFORMS HEREUNDER AND ACCEPTS PAYMENT THEREFOR. ONLY THIS DOCUMENT, TOGETHER WITH SUCH ADDITIONAL DOCUMENTS, IF ANY, AS EXPRESSLY REFERRED TO HEREIN, CONSTITUTE THE ENTIRE UNDERSTANDING AND AGREEMENT BETWEEN THE PARTIES. SELLER SPECIFICALLY REJECTS ANY INCONSISTENT TERMS IN ANY OF BUYER’S DOCUMENTS, WHETHER PAST, PRESENT OR FUTURE UNLESS SPECIFICALLY AGREED TO IN WRITING BY SELLER’S DULY AUTHORIZED REPRESENTATIVE.

12. Seller represents that it is in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.

13. This agreement shall be governed and construed in accordance with the laws of the State of California.