TERMS AND CONDITIONS OF SALE

ENTIRE AGREEMENT:  These Standard Terms and Conditions of Sale (“Terms” or “Agreement”) set forth below constitute the entire understanding and agreement between Stribbons, Inc. (“Seller”) and “Customer”, governing the sale of goods and/or services (“Products”), to the exclusion of all other terms and conditions, whether written or oral, referred to, offered or relied upon by Customer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Customer.  Seller’s offer to sell products is expressly conditioned upon acceptance by Customer of these Terms.  Failure by Seller to object to any terms and conditions contained in any purchase order or other document from Customer will neither be construed as acceptance of such terms and conditions, or a waiver of these Terms.  No modification, extension or release from any of these Terms shall be effected by mutual agreement, acknowledgement, acceptance of purchase order forms or otherwise, unless the same shall be in writing, signed by an officer of Seller and specifically described as an amendment or extension of these terms and conditions.

CREDIT APPROVAL:  Order acceptance, shipments and deliveries shall at all times be subject to the approval of Seller’s credit department.  Seller reserves the right to deny, suspend, modify or cancel credit limits extended to Customer for any reason.  Customer may offer three (3) trade and a bank reference as a means of expediting Seller’s credit review process prior to or at the time of order placement.  Seller is not responsible for credit approval delays, which may ultimately result in untimely deliveries.

PRICES, QUOTATION VALIDITY AND LEAD TIMES:  All prices are quoted and payable in US dollars and are subject to modification or withdrawal without notice, unless otherwise stated in a written quotation provided by Seller. All invoices and charges for Products will be at the price indicated in Seller’s written order acknowledgement.  In the event that the acceptance price differs from the price originally quoted to Customer, Customer may cancel such order without liability so long as it gives written notice thereof to Seller within three (3) business days following the date of Customer’s order as accepted in writing by Seller.  Unless otherwise specified or required by law, all prices are exclusive of any sales, use, revenue or excise tax, import duty (including brokerage fees) or other tax (excepting only taxes based on Seller’s income), fees or other charges of any nature imposed by any public authority (national, state, local or other) applicable to the Products described in the written order acknowledgement.  Such taxes, when applicable, shall be added to the purchase price and be paid by Customer, unless Customer delivers to Seller with the purchase order a proper tax exemption certificate acceptable to Seller and the applicable taxing authority.  All quotations of Products shall remain valid for sixty (60) days from date of issuance, unless cancelled or modified by Seller prior to Customer order.  Manufacturing and delivery lead times are quoted from the date of final approval by Customer of any samples, jpegs or final artwork modifications specified by Customer or required by Seller.

PAYMENT TERMS:  When credit is extended by Seller, payment(s) in full of the scheduled amount(s) due shall be remitted on or before the due date.  Seller shall not be liable for damages incurred due to delays caused by Customer’s untimely payments.  All payments shall be made in US Dollars unless the quoted sales price specifically incorporates another currency.  Seller reserves the right to require payment in advance, C.O.D. or guarantee by letter of credit, and otherwise modify credit terms at its discretion based upon the financial condition of Customer.

FREIGHT TERMS: All quotations for transportation costs are estimates.  Due to the unpredictability of fuel, demurrage and capacity surcharges levied by shipping carriers, any actual costs in excess of one hundred ten percent of quoted prices will be invoiced to and payable by Customer per agreed terms.

DELIVERY:  SELLER SHALL USE ITS BEST EFFORTS TO MEET SCHEDULED DELIVERIES BUT SHALL NOT BE LIABLE FOR ANY DAMAGES, CONSEQUENTIAL OR OTHERWISE, DUE TO DELAYS IN SHIPMENT OR DELIVERY.  Acceptance by Customer of Products constitutes a waiver of any claim for loss or damage resulting from a delay.  If shipment is delayed by instruction of Customer, Customer shall be additionally liable for such transfer, handling, storage and other charges incurred.  Each shipment made hereunder shall be considered a separate transaction.  In the event of any default by Customer, Seller may decline to make further shipments.  If Seller elects to continue making shipments, such action shall not constitute a waiver of any default by Customer or in any way affect Seller’s legal remedies for such default.

SHIPMENT AND DAMAGE CLAIMS:  It is the responsibility of Customer to inspect all shipments and packages at the time of delivery and to note any and all visible damage on the carrier’s bill of lading and/ or receiving report.  Customer shall notify Seller within seventy-two (72) hours of any and all claimed damages or loss.  Customer should document damages with photographs showing the nature and extent of the damage.  Seller shall bear no liability for Product(s) damages or losses not reported within seventy-two (72) hours of receipt by Customer.  Customer shall provide reasonable access to Seller or Seller’s agent for purposes of inspecting and removing any damaged goods.

FORCE MAJEURE:  The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

ACCEPTANCE:  Customer waives any and all claims with respect to the quality or merchantability of the Products unless Customer gives Seller notice of claim within ten (10) calendar days of receipt.

LIMITED WARRANTY, LIMITATION OF LIABILITY:  Seller warrants to the original Customer only that the Products will be free from defects in materials and workmanship.  Seller shall have the option to repair, replace or make a refund, at its sole option.  In no event shall Seller’s liability to Customer and/or its customers exceed the price to Customer of the specific Products provided by Seller.

INTELLECTUAL PROPERTY RIGHTS:  All intellectual property rights (“IP Rights”) produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.  Seller’s engineering and manufacturing know-how, drawings, prints, specifications and instructions (all regardless of the form in which they exist) developed and/or used by Seller to manufacture products, and all software source code, are and will remain Seller’s exclusive property and shall be considered their IP Rights.  Customer shall not copy, remanufacture, or otherwise infringe on any of Seller’s IP Rights.

SEVERABILITY:  Any change, waiver or deviation in these Terms made by Seller in the course of doing business with Customer shall not exclude or diminish, in any way, the effectiveness of any other portion of these standard Terms and conditions of sale, nor shall it determine or limit the effectiveness of any agreement between the parties for any other transaction at any time.  If any term or provision hereof is determined to be illegal, unenforceable or invalid, in whole or in part, for any reason, such illegal, unenforceable or invalid provisions or part thereof shall be stricken, and such provision shall not affect the legality, enforceability or validity of the remainder. If any provision or part hereof is stricken in accordance with this subparagraph, then such stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.

CONTROLLING LAW:  The Terms and conditions of sale shall be governed by and construed under the laws of the State of Florida, U.S.A., without regard to the principles of conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.  In the event any applicable contract or agreement is executed in more than one language version, the English language version shall control.  The Customer consents to the personal and exclusive jurisdiction and venue for any matter under this Agreement in the State of Florida, U.S.A.

ARBITRATION:  All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Fort Lauderdale, Florida, U.S.A.  The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association by a sole Arbitrator chosen by Seller.  Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees.  Any such arbitration shall be conducted by an arbitrator experienced in custom packaging products and shall include a written record of the arbitration hearing.  The award of arbitration shall be final and binding as provided under the laws of the State of Florida.  The prevailing party in any legal action brought by one party against the other shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorneys’ fees