1. TERMS AND CONDITIONS OF SALE – APPLICABLE LAW: This order shall be subject only to the terms and conditions set forth herein, notwithstanding any terms and conditions that may be contained in any order, acknowledgement or other form of Buyer. Such terms and conditions of Buyer shall not bind Seller unless accepted by the Seller in writing, whether or not such items or conditions materially alter this order. This order shall be governed in all respects by the law of the State of Illinois.
2. TITLE: Title to goods sold hereunder shall remain in Seller until the goods are shipped at which time (point of departure from Seller’s facility FOB) all risk of loss shall pass to Buyer and shall be governed by the Uniform Risk of Loss Act or other comparable Illinois law then in effect. Buyer shall take no action to encumber the goods sold hereunder without receiving Seller’s prior written approval and agrees to cooperate with Seller in securing Seller’s interest herein by all reasonable and customary means, including security and financing statements.
3. SELLERS RIGHT OF POSSESSION: Seller shall have the right, in addition to all others it may possess, at any time, for credit reasons or because of the Buyer’s default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all goods which may be stored with the Seller for the Buyer’s account, without the necessity of taking any other proceedings, and the Buyer consents that all the merchandise so recalled, retaken or repossessed shall become the absolute property of the Seller, provided that the Buyer is given full credit therefor. The Foregoing shall not be constructed as limiting, and in any manner any of the rights or remedies available to the Seller because of any default of the Buyer under the Uniform Commercial Code as in force and effect in the State of Illinois on the date of the signing of this agreement.
4. PAYMENT: Payment shall be made in accordance with the specific terms of this sales agreement. Payment shall not prejudice claims on account of omissions or shortages in shipment, but no such claims will be allowed unless made within 30 days after the receipt by Buyer.
5. DELAYS: Seller shall not be liable for any delays in or failure of delivery due to acts of God or public authority, labor disputes or disturbances, accidents, fires, floods, extreme weather conditions, failure of and delays by carriers, shortages of materials, delays of a supplier or any other cause beyond the Seller’s control. Buyer’s requested delivery date or schedule shall be approximate and subject to Seller’s acceptance. All orders or contracts are accepted with the understanding that they are subject to Seller’s ability to obtain the necessary raw materials, and all orders or contracts as well as shipments applicable thereto are subject to the Seller’s current plant schedules, governmental priorities and other governmental regulations, orders, directives and restrictions that may be in effect from time to time.
6. WARRANTIES: Seller warrants the product sold here under to be free of defects in material and workmanship provided the product was suitably maintained and not subject to misuse, abuse or improper handling for a period of 180 days from the date received by Buyer. Seller warrants the goods sold hereunder (except repair parts which are referred to below) to be free of defects in material and workmanship provided the part was suitably maintained and not subject to misuse, abuse or improper handling for a period of 360 days from the date of shipment provided that the machine is subject to normal single shift service. If the machine is operated for more than single shift service, the warranty will be 180 days. The above warranties comprise Seller’s sole and entire warranty obligations and liability to Buyer, the Buyer’s customers or assignees, in connection with goods sold hereunder. All other warranties, expressed or implied, including, but not limited to, warranties of merchantability and fitness are expressly excluded. Seller’s sole obligation under these warranties shall be to repair or replace any item or part thereof which is provided to be other than as warranted. When claiming a breach of the above warranties, Buyer must notify Seller promptly whereupon Seller will either examine the goods at the Buyer’s site or issue shipping instructions for return to Seller (transportation costs prepaid by Buyer). Notification must be in writing and postmarked no later than one year from date of shipment. The warranties do not extend to articles damaged after shipment from the Seller’s factory or assignees where damage is not directly due to a defect in material or workmanship, nor do they apply to goods altered or repaired except where performed under Seller’s specific authority, nor to articles furnished by the Buyer or acquired at Buyer’s request and / or Buyer’s specifications.
   This warranty does not cover labor or expenses for repairs made at the Buyer’s location. This warranty does not cover normal wear items such as suction cups, all heat seal tooling nylon or rubber components, vacuum tubing, Teflon cloth or tape, or filters. NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR OTHERWISE (EXCEPT AS TO TITLE), OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, SHALL APPLY TO SELLER’S PRODUCTS, AND NO WAIVER, ALTERATION OR MODIFICATION OF THE FOREGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF THE SELLER.
7. DAMAGES: In no event shall Seller be liable for consequential or special damages arising out of a delay in or failure of delivery, defects in material or workmanship or Buyer’s use of said materials or machinery, or arising out of a breach by Seller of any other term or obligation of Seller under this contract. Seller’s liability hereunder for any damages of any kind, regardless of the form of action, shall not exceed the amounts paid by Buyer under this contract.
8. CHANGES IN SPECIFICATIONS OR DESIGN: If Buyer requests changes in specifications or designs relating to any goods, delivery schedules shall be revised if necessary and an equitable adjustment upward or downward shall be made if warranted.
9. CANCELLATIONS AND RESCHEDULES: Cancellations and reschedules are subject to acceptance by Seller, and are also subject to cancellation charges and price increases.
10. SPECIAL TOOLS: Any special tools, jigs, dies, patterns, etc. which the Seller makes or acquires for Buyer, notwithstanding any charges therefore, shall be and remains Seller’s property subject to the Seller’s possession and control, provided however at the time of quotation special arrangements may be made for retention of title by Buyer upon payment of the full cost thereof. In no event shall the Buyer have any interest in any tooling belonging to the Seller which is utilized in the production of the goods for the Buyer, or which has been converted or adapted by the Seller for such use, notwithstanding any charges for any such utilization, conversion or adaptation. Seller shall have the right to alter, discard or otherwise dispose of any tooling without liability to the Buyer when for two (2) consecutive years no orders have been received from the Buyer regarding the use of such tooling.
11. BUYERS PROPERTY: Any designs, tools, patterns, materials, drawings, information or equipment furnished by the Buyer, or special tools made or acquired for the Buyer by the Seller which becomes the Buyer’s property shall be used only in the production of goods ordered by the Buyer and not otherwise, unless by the Buyer’s written consent, provided that such property may be considered obsolete and destroyed by the Seller when for two (2) consecutive years no orders are received from the Buyer for products to be made with such property. Seller agrees to exercise reasonable care with respect to such property and equipment while in the Seller’s possession and control, but shall not be responsible for loss or damage occurring without the Seller’s fault or negligence or for ordinary wear and tear.
12. PATENT INDEMNITY: The Seller shall have no liability for patent infringement unless the goods furnished hereunder in and of them constitute the infringement. If they do and the Seller is notified of the claim of infringement within ten (10) days after such claim is received by the Buyer and is permitted to settle or defend such claim, the Seller will indemnify the Buyer against the reasonable expense of defending suit and against any judgments or settlement to which the Seller agrees. However, such indemnity will be limited to an amount not exceeding the price paid by the Buyer to the Seller for the infringing goods, if an injunction is issued against further use of the goods. Seller will have the option of either procuring for the Buyer the right to use the goods, replacing them with non-infringing goods, modifying them so that they will become non-infringing, or refunding the purchase price. The foregoing constitutes the Seller’s entire warranty and liability as to patents. If the goods furnished hereunder are in accordance with a design furnished by the Buyer, the Buyer will defend and save harmless the Seller from all costs, expenses and judgments on account of any claim of infringement of any patent.
13. TAXES: Any Sales, use, excise or similar tax payable by the Seller which is or may be imposed by any taxing authority upon the manufacture, sale or delivery of goods covered by this order, or any increase in rates of any such tax now in force, shall be added to the sales price; if not collected at the time of payment of sales price, the Buyer will hold the Seller harmless.
14. INDEMNIFICATION: Buyer agrees to indemnify and hold harmless Seller, its agents, and employees from any breach of the terms of this sales agreement or any action brought about by reason of Seller’s acts under this agreement in the manufacture or sale of goods to Buyer.
15. ARBITRATION: Any controversy or claim arising out of or relating to this order or the performance or breach thereof shall be settled by arbitration in the City of Chicago, County of Cook, in accordance with the rules and procedures then in effect under the American Arbitration Association.

Tegrant Alloyd Brands,Inc
1401 Pleasant Street
DeKalb, Illinois 60115