Budnick Converting, Inc. – Terms and Conditions of Sale

Unless otherwise specified on the face hereof, the following will apply to the sale by Budnick Converting, Inc. and its subsidiaries (Budnick Converting, Inc.), to the named purchase (“Buyer”), of the products specified on the face hereof (the “Products”) and any related services provided by Budnick Converting, Inc.

1. Prices. Prices do not include, and Buyer will pay or reimburse Budnick Converting, Inc. for any and all taxes (other than Budnick Converting, Inc.’s income taxes) and other government fees, assessments, duties and charges that are payable as a result of this transaction or Buyer’s use or re-sales of Products.

2. Shipments. Product may be shipped by any carrier, route or means reasonably selected by Budnick Converting, Inc.  Title to the Products and risk of their loss or damage will pass to Buyer at point of shipment. If Buyer’s order is for multiple types of Products, such Products may be shipped in lots of similar Products, as reasonably determined by Budnick Converting, Inc. and each such lot will be paid for separately. No conformity or defect in any lot will constitute a breach of Buyer’s entire purchase order; and any lots whose conformity and condition Buyer does not dispute will be paid for in accordance with these terms and conditions, regardless of any dispute concerning other shipments or undelivered Products. Shipped quantities may vary +/- 10% from purchase order quantity and will be considered complete.  Any order(s) with a final shipping destination outside of the continental United States must meet a minimum quantity order of $2,000.00.

3. Payments. If the full payment of the purchase price is not received when due as specified on the face hereof or, if not so specified, within 30 days after the shipment date, Budnick Converting, Inc. reserves the right to charge interest on any unpaid balance at a rate of up to 1 ½% per month (or the highest rate permitted by applicable laws; if lower) from the due date.  Budnick Converting, Inc. may suspend or cancel deliveries of ordered Products if Buyer fails to pay when due any amount owed by it to Budnick Converting, Inc. for any goods or services. Budnick Converting, Inc. also reserves the right to require from Buyer, at any time, satisfactory assurance of performance of Buyer’s payment obligations to Budnick Converting, Inc. and refusal or failure promptly to furnish such assurance will entitle Budnick Converting, Inc. to suspend or cancel further deliveries to Buyer.  If the account is placed for collection, the Buyer agrees to pay all costs and expenses of collection, including attorney’s fees and expenses.

4. Cancellations, Returns, and Assignments. Any order by Buyer may be cancelled or changed only with the written consent of Budnick Converting, Inc. No Product (whether or not it is defective or nonconforming) may be returned to Budnick Converting, Inc. without Budnick Converting, Inc.’s prior written consent. If a Product is returned with such consent, it shall thereupon become the property of Budnick Converting, Inc. Any credit issued by Budnick Converting, Inc., to Buyer, will not exceed the purchase price of the products/services provided.  Any assignment of Buyer’s rights or obligations hereunder will be void without Budnick Converting, Inc.’s written consent.

5. Limited Warranty, Inspection and Claims. Budnick Converting, Inc. warrants exclusively to Buyer that each Product sold hereunder will be free from defects in material and workmanship for 6 months from the date of shipment subject to all other terms and conditions set forth below. Budnick Converting, Inc. will have the right at its expense to inspect and have returned any Product claimed by Buyer to violate this “Limited Warranty”. Budnick Converting, Inc.’s sole obligation and Buyer’s exclusive remedy for any breach of the Limited Warranty will be the repair or replacement, at Budnick Converting, Inc.’s option, of the defective Product. Any replacement or repaired Product will be covered by the Limited Warranty only for the remainder of the original warranty period. If Budnick Converting, Inc. determines that such repair or replacement is not economical or feasible or such remedy fails of its essential purpose, Buyer’s exclusive alternate remedy and Budnick Converting, Inc.’s sole obligation for any such breach will be the return to Buyer of the purchase price paid to Budnick Converting, Inc. for the Product in which case Budnick Converting, Inc., may repossess the Product.  Budnick Converting, Inc. will not be liable for damages in excess of the purchase price of the products/services or for incidental or consequential damages.  The Limited Warranty will apply only if the delivered Product is not altered or damaged and is properly installed, stored, handled, maintained and used in accordance with the Product’s normal usage and manufacturer’s or any Budnick Converting, Inc. published instructions and Buyer notifies Budnick Converting, Inc. of the defect in writing not more than one year after its delivery to Buyer and not more than 30 days after Buyer first learns of the defect. Buyer will promptly inspect all Products delivered to it. Any claim against Budnick Converting, Inc. under the Limited Warranty or otherwise for shortages or for damages to or defects in the delivered Products that are observable in a reasonable visual inspection will be deemed waived unless the claim is made in writing to Budnick Converting, Inc. within 30 days after such delivery. EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, BUDNICK CONVERTING, INC. MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PRODUCTS COVERED HEREBY INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OR MERCHANTABLITY FITNESS FOR A PARTICULAR PURPOSE OR NONINFRIGNEMENT. NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF BUDNICK CONVERTING, INC. IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF BUDNICK CONVERTING, INC. EXCEPT TO THE EXTENT SPECIFICIALLY STATED HEREIN. ALL WRITTEN NOTICES PERTAINING TO THE LIMITED WARRANTY INSPECTION AND CLAIMS HEREUNDER SHALL BE SENT BY CERIFIED MAIL TO BUDNICK CONVERTING, INC. 200 ADMIRAL WEINEL BLVD., P.O. BOX 197, COLUMBIA, ILLINOIS 62236.

6. Limits on Liability. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH 5, IN NO EVENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, (A) WILL BUDNICK CONVERTING, INC. BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR COST OF “COVER” ARISING OUT OF THE SELECTION, ORDERING, PURCHASE, USE, RESALE OR DISTRIBUTION OF THE PRODUCTS COVERED HEREBY, OR OTHERWISE, FOR ONE YEAR FROM DATE OF PURCHASE, EVEN IF BUDNICK CONVERTING, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR (B) WILL BUDNICK CONVERTING, INC.’S  TOTAL LIABILITY TO BUYER AND ANY THIRD PARTIES WITH RESPECT TO ANY SPECIFIC PRODUCT AND ANY RELATED SERVICES EXCEED THE PURCHASE PRICE TO BUDNICK CONVERTING, INC. FOR THAT PRODUCT AND SUCH SERVICES. SUCH DAMAGES THAT BUDNICK CONVERTING, INC. WILL NOT BE LIABLE FOR INCLUDE, BUT ARE NOT LIMITED TO: LOSS OF PROFITS, SAVINGS OR REVENUE; LOSS OF USE OR A PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE GOODS, EQUIPMENT, FACILITIES, OR SERVICES; DOWNTIME; THE CLAIMS OF THIRD PARTIES INCLUDING BUYER’S CUSTOMERS.

7. Force Majeure and Shortages. Budnick Converting, Inc. will not be liable for loss or damage of any kind resulting from any delay in delivery or failure to supply ordered Products or otherwise carry out it’s obligations under this agreement due to causes beyond its control including, but not limited to, responsibility for any claims resulting from strikes, lockouts, unavailability of materials, governmental laws, regulations or acts or other conditions, circumstances or causes beyond the reasonable control of Budnick Converting, Inc., and no such event will relieve Buyer of its obligations to make payments for other deliveries under this agreement. Budnick Converting, Inc. reserves the right, in its sole judgment and without liability to Buyer, reasonably to allocate its available production capacity and Product inventories as may be necessary or equitable in the event of any shortages of production capacity or Products at any time.

8. Other Provisions. This agreement and all claims or disputes arising from this agreement shall be governed by the law of Illinois and all actions or proceedings under or relating to this agreement will be solved in a state or Federal court in Illinois; provided, however, in Budnick Converting, Inc.’s sole discretion such an action may be heard in some other jurisdiction designated by it if necessary to acquire jurisdiction over third parties so that the dispute can be resolved in one action.  Buyer hereby agrees to appear in any such action, consents to the jurisdiction of such courts and waives any objections it may have as to venue in any such court.

9. Exclusive Terms and Conditions. THE PROVISIONS OF THIS AGREEMENT ARE SOLELY FOR THE BENEFIT OF BUDNICK CONVERTING, INC. AND BUYER AND CONNOT BE CHANGED MODIFIED OR AMENDED EXCEPT BY WRITTEN AGREEMENT OF THE PARTIES. THIS AGREEMENT AND THE DOCUMENTS REFERRED TO HEREIN CONTAIN THE ENTIRE AND ONLY AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SALE OF THE PRODUCTS COVERED HEREBY AND ANY RELATED SERVICES, WARRANTIES AND OBLIGATIONS OF BUDNICK CONVERTING, INC. AND SUPERSEDES ANY ALLEGED TERM, REPRESENTATION, PROMISE OR CONDITION NOT SPECIFICALLY INCORPORATED HEREIN.

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