PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.  THEY MATERIALLY AFFECT THE PARTIES’ OBLIGATIONS.  BLENDED WAXES, INC. (“SELLER”), WILL ACCEPT ORDERS AND DO BUSINESS ONLY ON THE TERMS AND CONDITIONS BELOW.

1. ENTIRE AGREEMENT. This document contains all of the terms and conditions of the agreement between Seller and the buyer (“Buyer”) of the goods (“Products”) to be sold or provided to Buyer, to the exclusion of any other statements and agreements, and to the exclusion of any terms and conditions incorporated in Buyer’s order or other documents of Buyer.  Seller’s acceptance of Buyer’s order is expressly conditioned on Buyer’s acceptance of the terms and conditions contained herein, and Buyer, upon placing an order, accepts all the terms and conditions without modification.  No alteration, waiver, modification of or addition to these terms and conditions will be binding on Seller unless set forth in writing and specifically agreed to by an officer of Seller. No course of dealing, usage of trade or course of performance will be relevant to supplement or explain any terms used in these terms and conditions.
2. SHIPMENT AND PAYMENTS. Shipment is F.O.B. Point of Shipment Freight Collect, unless otherwise specified.  The risk of loss or damage to the Products passes to Buyer upon shipment.  If shipping arrangements are not specified by Buyer, Buyer authorizes Seller to make arrangements for shipment.  Shipments and deliveries hereunder will at all times be subject to the approval of Seller’s Credit Department.  If Buyer fails to make any payments in accordance with these terms and provisions or is otherwise in default with respect to any non-monetary obligation to Seller, Seller may at its sole option: (a) defer further shipments until Buyer reestablishes satisfactory credit, (b) cancel the unshipped portion of the order and invoice Buyer for incurred costs and reasonable profit without any liability on the part of Seller for failure to ship, or (c) make shipment to Buyer on a C.O.D. or cash in advance basis. Each of the foregoing remedies  shall be in addition to any other rights and remedies available to Seller.
3. DELIVERY. Seller will use reasonable commercial efforts to fill orders within the time stated, but the stated delivery date is approximate only and Seller reserves the right to readjust shipment schedules without liability.  Acceptance by Buyer of the Products waives any claim for loss or damage resulting from a delay, regardless of the cause of the delay.  Except as otherwise specified, Seller will not be responsible for freight, transportation, insurance, shipping, storage, handling, demurrage or similar charges.  Weights and quantities as determined at Seller’s plant or other source of supply will be conclusive in the absence of manifest error.
4. CANCELLATION. Buyer may not cancel orders placed with Seller, except with Seller’s written consent and then only if Buyer makes payment to Seller to indemnify it against expenses incurred and binding commitments made by Seller.
5. PAYMENT TERMS. Unless specifically held open for a length of time on Seller’s quotation form, all prices are subject to change without notice and any unshipped balances on purchase orders will be invoiced to and paid by Buyer at prices in effect at the time of delivery.  Prices are stated and payable in U.S. dollars.  Unless otherwise specified, payment terms are net thirty (30) days from invoice date, no cash discount, with a fifteen percent (15%) per annum finance charge on overdue amounts (but not to exceed the maximum contract rate permitted by law).
6. TAXES AND FEES. Buyer shall pay all present and future sales, excise, privilege, use or other taxes, customs duties, and all other fees or other costs, imposed by any federal, state, foreign or local authorities arising from the sale, purchase, transportation, delivery, storage, use or consumption of the Products or will, if applicable, provide Seller with an appropriate exemption certificate.  Seller shall be under no obligation to contest the validity of any such taxes or to prosecute any claims for refunds or returns.
7. WARRANTY. Seller warrants that at time of shipment, the Products conform to Seller’s Product Data Sheets in effect at such time and with the Certificate of Analysis provided with the Products; except that: a) Seller makes no warranty with respect to any third party Products sold to Buyer, and Seller will pass through any warranty provided by the original manufacturer with respect to such Products; and b) any Products customized to Buyer’s specifications will conform to the specifications provided by Buyer and with the Certificate of Analysis.  Any advice or assistance provided by Seller to Buyer is provided only as a courtesy and Seller makes no warranty, express or implied, as to its accuracy or completeness, or the results to be obtained from such advice or assistance.  Buyer is solely responsible for determining whether the Product(s) are suitable for Buyer’s intended use, and for obtaining any necessary governmental registrations and approvals for Buyer’s production, marketing, sale, use and/or transportation of finished goods using or incorporating the Product(s).  SUCH WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY.  IN NO EVENT SHALL SELLER BE LIABLE UNDER ANY CIRCUMSTANCES: FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LABOR COSTS) ARISING FROM (a) THE SALE OR USE OF THE PRODUCTS; (b) PRODUCTS THAT HAVE BEEN INCORPORATED INTO ANOTHER PRODUCT; (c) ANY BREACH OF THESE TERMS AND CONDITIONS; OR (d) FOR ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON CONTRACT, TORT OR OTHER THEORY OF LIABILITY, AND REGARDLESS OF ANY ADVICE OR REPRESENTATIONS THAT MAY HAVE BEEN RENDERED BY SELLER CONCERNING THE DESIGN, MANUFACTURE, SALE, OR USE OF THE PRODUCTS.
9. NOTIFICATION OF CLAIMS; SHORTAGE; ACCEPTANCE. Buyer must notify the carrier and Seller within seven (7) days of the receipt of Products of any damage to, or loss of, the Products in transit.  Buyer must notify Seller of any shortage within (7) days of the receipt of Products.  Failure by Buyer to give such notification will result in a waiver of all claims which Buyer may otherwise have against the carrier for loss or damage resulting from, or occurring during, transit or against Seller.  As to loss or damage that is apparent upon delivery, Buyer shall: (a) mark the delivery receipt with appropriate exceptions describing the damage before signing, (b) request the carrier to inspect the loss or damage, and (c) promptly and separately notify Seller of such loss or damage.  If delivery is made in installments, claims which Buyer may have as to any one installment do not relieve Buyer of the obligation to accept delivery of the remaining installments, or permit Buyer to cancel or rescind the remaining installments.  Any rightful rejection of the Products by Buyer shall be made within a commercially reasonable time by written notice to Seller, but in any event within fifteen (15) days following the date of receipt of the Products.
10. DESCRIPTIONS. All weights, measurements, dimensions, drawings, samples, capacities, specifications and other particulars of the Products provided by Seller, whether contained in photographs, catalogs, product data sheets, specifications, price lists, advertising material or otherwise, are only approximate and are included solely for Buyer’s guidance.  Such particulars do not form part of the contract, and deviations therefrom or subsequent changes in design are not grounds for non-acceptance of the Products and do not constitute a breach of these terms and conditions.
11. CONFIDENTIALITY. All documentation supplied by Seller to Buyer is for internal use between them.  Buyer shall not disclose such documentation or any part thereof to any person, other than such of Buyer’s employees and agents who need to know the information contained therein, unless prior written consent is obtained from Seller.  Buyer shall require such employees and agents to keep confidential such information, and shall indemnify Seller in the event of a breach of this provision by its employees or agents.
12. INFRINGEMENT. Seller at its own expense will defend and hold Buyer harmless from and against all damages, costs and expenses arising from any valid claim of infringement by a third party with respect to any patent or other intellectual property rights (collectively, the “Intellectual Property Rights”) caused by Products originally manufactured by Seller, provided Buyer (a) has not modified or combined such Products, (b) gives Seller immediate notice in writing of any claim or commencement or threat of suit, and (c) permits Seller to defend or settle the same, and gives all immediate information, assistance and authority to enable Seller to do so.  Seller shall have no liability as to any Products or part thereof that are manufactured or modified by Buyer or a third party, or that are manufactured or modified by Seller in accordance with Buyer’s  specifications.  In the event any such originally manufactured Products are held to infringe an Intellectual Property Right or if Buyer’s use thereof is enjoined, Seller will, at its expense and option: (i) obtain for Buyer the right to continue using the Products, (ii) supply non-infringing Products, (iii) modify the Products so that they become non-infringing, or (iv) refund the then market value of such Products.  In no event shall Seller’s liability exceed the sale price of the infringing Products.  THE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT AND IS IN LIEU OF ANY STATUTORY WARRANTY RELATING TO INFRINGEMENT.  Buyer will defend and hold Seller harmless from and against all damages, costs and expenses whatsoever arising from any claim for infringement of any Intellectual Property Rights relating to Products that have been manufactured or modified by Seller according to specifications provided by Buyer.
13. FORCE MAJEURE.  Seller will not be liable for any loss, damage or expense arising or relating to any failure or delay (including without limitation any failure to supply or delay in supplying Products to Buyer) caused by strikes or labor difficulties, lockouts, acts or omissions of any governmental authority or of Buyer, insurrection, riot, war, fires, floods, Acts of God, breakdown of essential machinery, accidents, embargoes, cargo or material shortages, delays in transportation, lack of plant capacity, inability to obtain labor, materials or parts from usual sources or otherwise due to causes beyond Seller’s reasonable control.  In the event of any such delay, performance will be postponed by such length of time as may be reasonably necessary to compensate for the delay.
14. GENERAL. No modification or waiver of these terms and conditions or any of its provisions is valid unless expressly agreed to by Seller in writing.  No waiver by Seller of any default under these terms and conditions is a waiver of any other or subsequent default.
    1. The unenforceability or invalidity of one or more of the provisions of these terms and conditions will not affect the enforceability or validity of any other provision of these terms and conditions.
    2. These terms and conditions are governed by and shall be construed in accordance with the laws of the State of Wisconsin, including the Uniform Commercial Code as enacted by such state, without giving effect to its conflict of laws principles.
    3. Buyer shall not delegate or assign its rights or obligations hereunder, in whole or in part, without Seller’s prior written consent. Any attempted delegation or assignment by Buyer without such consent shall be void.
    4. Seller shall at all times be an independent contractor and Buyer shall make no express or implied representations to the contrary.
15. PROVISIONS FOR INTERNATIONAL TRANSACTIONS.  The following provisions apply to shipments to customers located outside the United States.
    1. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply.
    2. Except as otherwise specified, terms of delivery are Ex-Works (within the meaning of INCOTERMS 2000) and all customs fees, import duties, cargo insurance, taxes and other charges imposed on or relating to the purchase or sale of the Goods shall be paid by Buyer in addition to the stated price.
    3. Except as otherwise specified, payment shall be made by issuance to Seller of an irrevocable letter of credit which (i) is issued and confirmed by a U.S. bank acceptable to Seller, (ii) is governed by the Uniform Customs and Practice for Documentary Credits (UCP 600) and otherwise acceptable in form and substance to Seller, and (iii) provides for payment to Seller of the full amount of the purchase price plus prepaid freight in U.S. dollars upon presentation by Seller of sight drafts, Seller’s invoice and such other documents as shall be required by the letter of credit.  All banking and other charges for such letter of credit shall be for the account of Buyer.
    4. Prices include Seller’s standard commercial export packaging which may vary depending on whether shipment is made by air, land or sea.  Buyer will bear any additional expenses required to satisfy Buyer’s specifications.  Packages will be marked in accordance with Buyer’s instructions, if any.  Seller shall furnish packing lists and such other information as may be necessary to enable Buyer’s agent to prepare documents required for export shipment.  Buyer shall supply Seller with all necessary information and assistance for the most expeditious clearance of such shipment through customs.
    5. All shipments hereunder are subject to compliance with the U.S. Export Administration Act, as amended, regulations thereunder and all other U.S. laws and regulations concerning exports.  Buyer agrees to comply with all such laws and regulations concerning the use, disposition, re-export and sale of the Goods provided hereunder.