Standard Terms and Conditions of Sale

1. ACCEPTANCE OF CONTRACT: This contract shall not be binding on seller until approved and acknowledged by an authorized officer of seller.
2. DELIVERY: Delivery of goods to common carrier or licensed trucker at shipping point shall constitute delivery to buyer, upon which title shall pass subject to seller’s rights and as an unpaid vendor, and all risk of loss or damage in transit shall be borne by buyer. Delivery or tender of delivery of any goods or any installment within fifteen (15) days before or after the date specified in this contract or in the case of delivery specified by a month at any time within fifteen (15) days of the immediately preceding or immediately following month shall be deemed to be timely delivery or tender.
3. CREDIT AND DEFAULT: Acceptance of any order is subject to final credit approval. Seller reserves the right at any time to revoke any credit extended to buyer if buyer fails to pay for any shipments when due, or if in seller’s opinion there is a material adverse change in buyer’s financial condition.
4. FORCE MAJEURE: The seller shall not be liable for any failure or delay in delivery if such failure or delay shall be because of circumstances beyond the seller’s control including, but not limited to any act of God, war, riot, fire, explosion, accident, flood, sabotage, lack of adequate fuel, power, raw materials, labor, and governmental acts and regulations.
5. WARRANTIES: Seller makes no warranty of any kind, express or implied, whether to fitness of product or infringement or otherwise, except that of a period of six (6) months from the date of invoice that the material or products sold shall be merchantable and free of defects in materials, workmanship and specification requirements as agreed to in written form as part of a contract or purchase order. Satisfaction of this warranty shall be limited to the replacement, repair or issuance of a credit for the material not to exceed the value (original purchase price) of the materials. Failure by buyer to return materials, packaged in the same manner in which it was received, with a written claim containing the seller’s return authorization number within 30 days of the rejection notice, shall constitute a waiver by the buyer of all claims in respect of such material defects. In addition, seller shall have no liability whatsoever for consequential or liquidated damages (including but not limited to damages for injuries to persons or to property).
6. PRICE ADJUSTMENT: Any increase in (I) freight rates paid by seller on shipments covered by this contract; (ii) insurance rates applicable to goods covered by this contract; (iii) any tax or governmental charge which has the effect of increasing the cost to seller of producing, selling or delivering the goods shall, in each case, cause an equitable adjustment in the price charged to buyer under this contract. Buyer shall be responsible for the amount of any tax payable by the seller because of the production, sale or delivery of the goods (such as sales tax, use tax, retailer’s occupational tax, gross receipts tax and value added tax).
7. NOTICES: All communications provided for under this contract shall be in writing and if to seller, mailed or delivered to seller at its address stated on the face of this contract or at such other address as seller or its agent as designated in writing to buyer, mailed or delivered to buyer at its address designated on the face of this contract or at such other address as the buyer has designated in writing to seller.
8. PATENTS: The seller assumes no liability for infringement of any patent or intellectual property held by a third party with respect to any goods supplied hereunder.
9. INVALIDITY OF PROVISIONS: If any provision is or becomes at anytime and under law, rule or regulation, unenforceable or invalid, no other provision of this contract shall be affected thereby and the remaining provisions of this contract shall continue with the same effect as if such unenforceable or invalid provision shall not have been inserted in this contract.
10. UNIFORM COMMERCIAL CODE: This contract shall be governed by and construed in accordance with the uniform commercial code as in effect in the state of Maryland except as the provisions of such code are herein modified. Seller retains a security interest in all goods sold hereunder to secure payment in full of amounts owed to seller in respect of such goods.
11. NON-ASSIGNABILITY: The rights and duties of this contract are not assignable or transferable by either party without the others written consent, provided that Seller may assign this contract to any successor to the stock or assets of Seller.
12. FAIR LABOR STANDARDS ACT: Seller represents that the materials covered hereby have been produced in compliance with the requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act of 1938, as amended.
13. CONFIDENTIAL INFORMATION: Seller’s confidential information and proprietary data shall not be available to buyer, unless seller specifically and separately agrees thereto in writing. Buyer agrees to keep strictly confidential and not use to the detriment of Seller any confidential information or trade secrets of Seller provided to Buyer hereunder.
14. AMENDMENTS: Any modification of this document by the buyer and all additional or different items included in buyer’s purchase order or any other document responding to this offer are hereby objected to. The terms of this contract may not be changed except by an agreement in writing signed by an officer of the seller. By ordering for shipment the goods herein, buyer agrees to all the terms and conditions contained in this document.
15. Any questions pertaining to this order should be directed to Alcore’s Customer Service Department upon receipt.
16. No material returns accepted by Alcore without authorization.