MERIDIAN METALFORM INC.

1. The terms and conditions of the Sales Order shall constitute the sole and exclusive agreement between Buyer and the Seller. The same may not be altered, amended, modified, or restricted except by a writing signed by the Buyer and Seller.

2. All sales must be paid N.E.T. by 30 days after order shipment unless otherwise noted on the Sales Order Acknowledgment. A 2% discount to N.E.T. may be applied to all orders where the Seller has received payment in full within ten calendar days of shipment of the corresponding order.

3. Late payments will be charged the lesser-annualized rate of the prevailing Prime Interest Rate during the late period + (plus) 3% or 15% per annum.

4. Seller reserves the right to change the delivered price(s) if Seller incurs a substantial change in raw material prices between the order placed and the order is shipped. If the Seller deems it necessary to increase said prices, the buyer will be notified in writing as soon as is reasonably possible of said price increases. The buyer shall then be allowed to cancel the order within five (5) working days of receipt of said notification from the Seller by giving written notice to the Seller of Buyer’s intentions to cancel the order.

5. In addition to the price specified herein, the buyer shall pay the amount of any present or future tax applicable to the sale, manufacture, delivery, use, and/or another handling of the product.

6. Shipping Date is Seller’s best estimate and will not operate to bind the Seller to make deliveries or ship on the dates stated herein.

7. Delivery terms are as stated on Sales Order Acknowledgment.

Delivery terms stated as “F.O.B. Location” will mean that Seller has paid freight to that location via any method determined appropriate by the Seller. The buyer is to take custody of the product from that location and be solely liable for further transportation. Any additional cost incurred by the Seller to shipper buyer’s special instructions will be reimbursed to Seller by Buyer

8. Seller warrants that the product described on the Sales Order Acknowledgment will be free from defects in material and craft. If any failure to conform to this warranty be found within thirty (30) days (in the case of any non-conformity discoverable through reasonable inspection) within three (3) months (in the case of defects not discoverable through practical assessment) from date of receipt of the product by Buyer and Seller is given immediate notification thereof, Seller, upon being satisfied of the existence of such non-conformity, will correct the same by replacement of the defective product or making suitable repairs if Seller is unable to correct such non-conformity by replacement of the product or making proper repairs, whether due to the nature of such non-conformity, the use made by the buyer of the product, or for any other reason, it will return the price set forth herein (less shipping and handling) or where appropriate, the unit price for such number or quantity of products as shall have such non-conformity which Seller is unable to correct, upon Seller’s receipt of the non-conforming product F.O.B. Seller’s plant; provided, however, no development shall be returned to Seller without its express written consent, and further that such receipt of any non-conforming product will not be required where it is no longer possible for the buyer to return the same to Seller. The preceding is the Seller’s sole warranty concerning the product. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

The buyer’s exclusive remedy against the Seller shall be as described in the preceding paragraph. In no event shall Seller be liable to the buyer, either directly or by way of contribution or indemnity, for direct special, incidental, tort or consequential damages, or any other damages of any kind whatsoever, such as but not limited to, property damage, loss of profit, damages based on loss of use of the product, or damages for cover, regardless whether the claim for any such damages is based on express or implied breach of warranty, breach of contract tort, or otherwise.

9. Any waiver by Seller of any breach of any provisions hereof shall not constitute a waiver of any other breach of such provision.

10. Buyer shall indemnify and hold the Seller from and against any claims causing of action, judgments, and expenses incurred in connection in addition to that, including reasonable attorney’s fees, made upon or brought against Seller by any person whomsoever, which are in any way related to or connected with the product described herein or the manufacture or use of the same, and without limiting the generality of the previous, such claims, for personal injury, death, property damage, loss of profit, damages based upon the failure of the use of any product, plant or equipment, patent, trademark or trade name infringement, whether or not such claims are based in whole or in part upon Seller’s breach of any warranty express or implied negligence, or another tort.

11. Seller reserves the right, at any time, to change the payment terms set forth herein, if in the Seller’s sole opinion, the financial condition of the Buyer warrants such change. In such case, in addition to any other remedies provided by law, Seller may require cash payments or security satisfactory to it before delivery. Failure of the Buyer to pay invoices when due shall operate to make all subsequent invoices immediately due and payable. The receipt by Seller of part payment of the total amount then due and payable (whether under the original terms of payment or terms of payment changed by Seller as provided herein) shall not be a waiver of any of Seller’s rights set forth herein or provided by law. Past due invoices will be subject to a service charge as noted in the second paragraph of Item (2) of these Meridian Metalform, Inc. – Terms and Conditions of Sale

12. Any equipment, including dies, tools, jigs, printing plates, cylinders, etc., which Seller constructs or acquires solely for use in producing the product described herein shall be and remain Seller’s property. Seller, at all times, shall have the right to the sole and exclusive possession and control of the same. Any charges made by Seller for any such equipment do not in any way include or imply the right to have Seller use the equipment exclusively for the manufacture of the product described herein for the buyer. In the event, whatever reason, Seller has not used the equipment in the manufacture of the product described herein for a buyer for six months. Seller shall have the right to make such disposition or use (including use of equipment to manufacture products for customers other than buyer) of the equipment as it, in its sole and exclusive judgment, considers to be appropriate.

13. Seller shall not be liable for damages based on the cover, or consequential damages (including, but not limited to, loss of profits or damages based upon loss of use of the product), for any failure to or delay in delivery due to Acts of God, floods, tornadoes, hurricanes, earthquakes, or other weather conditions, accidents (whether or not caused or contributed to by Seller’s negligence) strikes or other labor disputes (whether against the Seller, its suppliers or carriers, and whether or not due to the fault of Seller), delay of transports, shortages of materials, fuel or energy, breakdown of Seller’s equipment, requirements of requests of any governmental agency, or any officer or official thereof, or any similar causes, whether they are or are not beyond Seller’s control. For example, suppose there is a delay in delivery due to such cause or causes. In that case, the Seller shall have the option to cancel without any liability to the buyer or to make delivery within a reasonable time after the cause or causes of the delay has ended.

14. When returnable spools, reels, or non-standard packing are required in connection with the shipment of the products, the Seller shall charge the buyer an appropriate deposit, which shall be paid net cash, 30 days without discount. If the same is returned to the point of origin, and in the sole opinion of Seller are in good condition, reasonable wear and tear excepted, within two (2) months from date of shipment of the product, the Seller will give to the buyer a credit equal to the amount of such deposit. Such recognition, however, is subject to a deduction charge for any repairs deemed necessary in the Seller’s sole opinion. If repairs are required in the Seller’s complete statement, Lagging is not charged for, and therefore no credit will be allowed when returned.

15. This contract is not subject to cancellation unless cancellation is accepted in writing by the Seller, and the buyer pays all cancellation charges. Cancellation charges shall include the cost of raw material on hand purchased by the Seller for the product described herein, material supplies, and labor costs for work progress plus overhead, packaging, and reasonable profit. In addition, the buyer shall pay the Seller the contract price for all units or quantities of finished product not previously produced for, whether delivered or still in the Seller’s possession. Upon payment of such cancellation charges, all such raw materials and work in progress, and the finished product shall become the buyer’s property. The buyer’s request shall be delivered to its F.O.B. Seller’s plant. If the buyer makes no effort to retrieve such property within four (4) months after accepting cancellation by the Seller, then the property shall become the Seller’s property.

16. Shipping Tolerance:

1-40 thousand pounds +/- 20%
40 thousand pounds and over -10%

17. Acceptance of this Sales Order is expressly limited to accepting the terms and conditions herein contained. The buyer’s acceptance of the products shall be conclusive evidence of the acceptance of all terms and conditions contained herein. As a result of this, the Seller notices that it objects to any terms or conditions contained in any form or document heretofore or hereafter supplied by Buyer to Seller, which is in addition to or different from terms and conditions herein had.

18. FREIGHT SURCHARGES may apply against products shipped to specific locations. These charges will be determined for each site on a case-by-case basis. This surcharge is subject to change without notice; however, these freight surcharges will be noted on invoices.

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