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PURCHASE ORDER TERMS AND CONDITIONS

THESE PURCHASE ORDER TERMS AND CONDITIONS contain the limited warranty and terms and conditions that apply to your purchase of all products of every kind and description (the “Products”) from International Products Corporation and any of its subsidiaries and affiliates (“IPC”).  You agree that these Purchase Order Terms and Conditions, together with your order information specifying product and quantities pertinent to your purchase, contain the entire agreement between you and IPC and supersede all agreements, express or implied, oral or written pertaining to the subject matter of your purchase order (including these Terms and Conditions).  ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE DOCUMENT, ORDER FORM OR OTHER CORRESPONDENCE FROM YOU TO IPC THAT ARE NOT EXPRESSLY STATED HEREIN, IN IPC’S STANDARD ORDER FORM OR IN IPC’S TERMS AND CONDITIONS OF USE OF ITS WEBSITE POSTED ON IPCOL.COM SHALL BE OF NO FORCE OR EFFECT, AND THESE TERMS AND CONDITIONS ARE ACCEPTED BY YOU WITHOUT ANY SUCH ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS.

1. Order Subject to Acceptance; Terms of Shipment; Force Majeure.

(a) No order shall be binding on IPC unless and until accepted by IPC.  IPC reserves the right to reject any order for any reason.  Once submitted to IPC, an order may not be changed or cancelled by you unless such change or cancellation is expressly agreed to by an authorized representative of IPC.  Any such change or cancellation may be conditioned upon you paying a change or cancellation charge intended to compensate IPC for costs incurred, including, but not limited to storage and shipping costs, costs of producing non-standard catalog items, costs incurred in purchasing materials, change or cancellation costs imposed on IPC by its suppliers, disposal costs incurred in disposing of Products in accordance with law, and any other cost resulting from a change or cancellation of an order placed by you.  If IPC is unable for any reason to fill your entire order for Products, IPC may allocate its supply among any or all purchasers on such basis as IPC deems convenient and practical, without liability for any failure of performance which may result from such determination.  Conforming Products may not be returned for credit except with IPC’s prior agreement, and then only in strict compliance with IPC’s instructions.  Any returned items may be subject to a restocking fee to be determined by IPC.  Under no circumstances will IPC accept for return any customer special order products.  Blanket (standard) Orders may be accepted by IPC on behalf of you under which Products will be shipped from time to time, pursuant to an agreed upon schedule.  Once a Blanket Order has been accepted, however, you will not be permitted to cancel or change such Blanket Order without IPC’s prior agreement.  All Blanket Orders will be invoiced according to the shipping schedule in place at the time of the order.  IPC shall have the further right to cease shipping Products under any such Blanket Order and to require payment in advance at any time that IPC, in its sole discretion, determines that there is any doubt regarding the ability to collect on an invoice.

(b) All Products are sold Ex Works IPC’s place of business in Burlington County, New Jersey, and risk of loss of the Products shall pass to you upon shipment from IPC’s door.  IPC will ship collect on a freight carrier specified by you, or at your election IPC will ship and prepay the freight.  In the latter case, IPC may select the method and routing of shipment and may in its discretion pay the shipper and charge your account for such expense.  You shall be solely responsible for the costs of shipping and insurance.

(c) IPC may make delivery of the Products specified on your order form in installments.  Each installment shall be invoiced separately and payment therefor shall be due thirty (30) days from the date of each such invoice in accordance with the terms set forth in Paragraph 2 hereof.  IPC may, at its option, delay delivery of future shipments until such time as there are no payments due.

(d) Any delivery date set forth on the purchase order is an estimate only, and delays in delivery shall not relieve you of your obligation to accept delivery of any shipment. If IPC is delayed in making any delivery, or you are delayed in taking any delivery, in each case in whole or in part, by reason of Force Majeure (as defined below), such delay shall be excused during the continuance of and to the extent of such Force Majeure.  The party claiming Force Majeure shall promptly notify the other party of the termination of such cause.  During the period that the performance by one of the parties of its obligations under these Terms and Conditions has been suspended by reason of an event of Force Majeure, the other party may likewise suspend the performance of all or part of its obligations hereunder to the extent that such suspension is commercially reasonable.  Delivery shall be made and taken as soon as reasonably possible after the removal of such cause, and the time for performance of the purchase order subject to these Terms and Conditions shall be extended for a period equal to the duration of such cause, provided that if such delay exceeds six (6) months, either party may terminate your purchase order without liability to the other party, except for payments for Products specifically manufactured or in the process of being specifically manufactured for you by IPC or Products that have been shipped before IPC received notice of such termination, upon written notice to the other party.

(e) Force Majeure, as used in these Terms and Conditions, shall mean any of the following events or conditions, provided that such event or condition did not exist as of the date of your purchase order, was not reasonably foreseeable as of such date, is not reasonably within the control of either party and prevents, as a whole or in material part, the performance by a party of its obligations hereunder: acts of state or governmental action, orders, legislation, regulations, restrictions, priorities, or rationing, riots, disturbance, war (declared or undeclared), strikes, lockouts, slowdowns, prolonged shortage of energy supplies, interruption of transportation, embargo, inability to procure or shortage of supply materials, equipment or production facilities, delay of subcontractors or vendors, acts of nature (such as fire, tornadoes, earthquake, flood, hurricane, typhoon, and the like), explosion and accident.

2. Terms of Payment; Interest on Late Payments.  Orders placed through IPC’s website by new customers must be paid by credit card at the time of the order; the same credit card may be charged for shipping and insurance charges at the time of shipment.   For existing customers who have established credit with IPC and have used the applicable customer identification in placing their orders (including on-line orders),  all payments are due in full within thirty (30) days of the date of invoicing, which shall be the date of shipment and are payable only at IPC’s place of business in Burlington, New Jersey.  You will receive a one percent (1%) discount for all payments received by IPC within ten (10) days of the date of invoice.  No salesman is authorized to accept payment on behalf of IPC.  Any amounts remaining unpaid when due may be subject to an interest charge up to the maximum interest rate permitted by law and failure to pay any amount when due shall, in addition to all other rights and remedies available to IPC, permit IPC to suspend any further deliveries of the Products to you until such default is corrected.  On accounts placed for collection, you agree to pay all costs of collection, including reasonable attorneys’ fees.  All invoices of IPC shall be deemed to be correct unless a written claim is made by you and received by IPC within fifteen (15) days of the date of invoice.

3. Limited Warranty; Inspection of Products upon Receipt.  IPC warrants that the Products you are purchasing hereunder meet IPC’s specifications.  It is your responsibility to examine the Products when you receive them.  If you believe that any or all of the Products are missing or do not meet IPC’s specifications in any way, IPC will, at IPC’s option, either issue credit for or replace the missing or defective Products, subject to the following conditions; provided however, that if IPC does not agree with your determination that the Products fail to meet IPC’s specifications, then after reasonable efforts to resolve the disagreement, either party may submit the dispute to arbitration in accordance with Paragraph 11 of these Terms and Conditions:
           
(a) IPC must be notified in writing of any such claims within thirty (30) days after you receive the Products. Any Products that are not rejected by you within thirty (30) days and any Products that have been used by you in any way (other than for purposes of verifying conformity to IPC specifications) shall be deemed to have been accepted by you. IPC also must be given the opportunity, for a reasonable time, to examine and test any Products you believe to be defective; 
           
(b) IPC will pay for all return shipping costs incurred in shipping back to us non-conforming Products if the Products are shipped in accordance with our shipping instructions after you receive express authorization from IPC to ship some or all of the Products back to IPC.  Under no circumstances will IPC be responsible for the cost of (or any loss relating to) shipping the Products back to IPC if IPC has not expressly authorized such re-shipment or if you do not comply with IPC’s shipping instructions;  if upon inspection the Products are found to be conforming, you will bear all expense associated with examination, testing, shipping and return of such Products; 
           
(c) The Products, when received by us, must be in as good a condition as when you received them;
           
(d) Only standard Products, regularly maintained in our stocks, can be returned for credit;
           
(e) No claim for credit shall be greater in amount than the purchase price of the Product;
           
(f) IPC makes no warranties in respect of remote purchasers. Only you, as the immediate purchaser, are entitled to exercise remedies against IPC and you may not assign this limited warranty or any other rights against IPC to your customers or any other party.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SHALL PUT YOUR CUSTOMERS OR OTHER REMOTE PURCHASERS ON NOTICE PRIOR TO YOUR ENTERING INTO ANY TRANSACTION WITH THEM PERTAINING TO THE PRODUCTS OF THIS LIMITATION OF IPC’S RESPONSIBILITY, AND IPC IS  NOT RESPONSIBLE FOR YOUR (OR ANY OTHER PARTY’S) CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS. YOU SHALL INDEMNIFY AND HOLD IPC HARMLESS FOR YOUR FAILURE TO COMPLY WITH THIS REQUIREMENT; and
           
(g) You agree that the foregoing agreement to replace or issue credit for defective Products is in full satisfaction for and liquidation of any damages that you may have as a result of defective Products.
     
4. Sole Remedies; Disclaimer of Other Warranties or Liabilities.  The remedies stated above are available only to you as the immediate purchaser and to no other parties and are the only remedies available for failure of the Products to conform to IPC’s specifications and there are no other warranties or remedies available with respect to the Products.  IPC’S  TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR PURCHASE ORDER FOR NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR STATUTORY DUTY OR OTHER TORT SHALL NOT EXCEED THE SALE PRICE OF THE RELEVANT DELIVERY OF PRODUCTS, IF DELIVERED, OR, IF LIABILITY ARISES FROM A FAILURE TO DELIVER, THE SALE PRICE OF PRODUCTS HAD THEY BEEN DELIVERED.  IPC SHALL NOT BE LIABLE FOR LOSS OF PRODUCTION, USE, PROFIT, BUSINESS, GOODWILL OR REPUTATION OR FOR BUSINESS INTERRUPTION, WASTED EXPENDITURE OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES OF ANY KIND, WHETHER SUFFERED OR CLAIMED BY YOU OR ANY THIRD PARTY.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE EXPRESS DESCRIPTION IN THESE TERMS AND CONDITIONS. THE LIMITED WARRANTY SET FORTH IN PARAGRAPH 3 OF THESE TERMS AND CONDITIONS IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.  IN ADDITION, IPC HEREBY DISCLAIMS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT.  THE DURATION OF ANY IMPLIED WARRANTY WHICH MIGHT EXIST BY OPERATION OF LAW SHALL BE LIMITED TO SIX (6) MONTHS FROM THE DATE OF DELIVERY BY IPC.  No statement or recommendation IPC makes, or assistance IPC gives to you, your representatives, or your customers in connection with your use of our Products will be considered a waiver of any of these provisions or affect IPC’s liability as outlined above. You assume all risk of liability for the results obtained by using the Products in combination with all other substances.
     
5. Taxes. Any liabilities (federal, state, local or foreign) for taxes imposed on or measured by the income to IPC resulting from the sale of the Products to you shall be payable by IPC.  You shall be liable for all other taxes, duties and governmental charges of every kind and description (federal, state, local or foreign) relating to your purchase or use of the Products, including but not limited to all applicable sales and use taxes.
     
6. Time Period to Commence Actions.  ANY ACTION OR CLAIM AGAINST IPC ARISING OUT OF YOUR PURCHASE ORDER, THESE TERMS AND CONDITIONS AND/ OR ANY SALES HEREUNDER, OR BY REASON OF ANY FEDERAL OR STATE STATUTORY PROVISION RELATING HERETO, SHALL BE COMMENCED WITHIN ONE YEAR FROM THE DATE SUCH CAUSE OF ACTION FIRST ARISES; OTHERWISE, UNLESS APPLICABLE LAW EXPRESSLY PROHIBITS SUCH RESTRICTION OF THE TIME FOR CLAIMS, SUCH ACTION OR CLAIM SHALL BE ABSOLUTELY BARRED, NOTWITHSTANDING ANY STATUTORY OR COMMON LAW PERIOD OF LIMITATIONS TO THE CONTRARY.
     
7. Indemnification.  You agree to indemnify and hold IPC harmless from and against any and all costs, expenses, liabilities, claims, damages or fees (including reasonable attorneys’ fees) arising from or in any way related to the use, sale or manufacture of the Products, other than IPC’s failure to manufacture such Products in accordance with our specifications.
     
8. Measurements. IPC shall measure, sample and test Products in its customary manner to determine the quantity and quality of Products shipped.  The result of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Products loaded.
     
9. Intellectual Property Rights.  IPC is the sole and exclusive owner of the names and trademarks LF2100®, Micro-90®, Micro®, P-80®, Surface-Cleanse/930®, Zymit®, and any and all of IPC’s trademarks and trade names, trade logos and trade dress (collectively, the “Trademarks”) appearing on, attached to or described in the Products, and you acknowledge and agree that you are not acquiring any rights or interests whatsoever to these Trademarks by virtue of your purchase of the Products.  IPC makes no warranty or representation that the use or sale of the Products, whether alone or in combination with other products, will not infringe the claims of any letters patent, trademarks, registered designs or other proprietary rights of any party and you assume all risks associated therewith.
     
10. Compliance with Laws and Regulations.  You must comply with all applicable laws related to your use, possession, sale or distribution of Products including but not limited to export laws and regulations of the United States and other applicable countries if you export the Products outside of the United States.  You also agree that you may not re-bottle, re-label remove any labels or otherwise repackage any Products under IPC’s name or trademarks without IPC’s prior written consent.
     
11. Dispute Resolution.  Except where equitable relief is appropriate, any and all disputes, controversies, claims and differences arising out of or relating to your purchase order, these Terms and Conditions, or any breach thereof, which cannot be settled through correspondence and mutual consultation of the parties hereto shall be finally settled by arbitration in accordance with the Rules of the American Arbitration Association (“AAA”), as then in effect. Each party shall select an arbitrator and such arbitrator shall jointly select a third arbitrator, or if they cannot agree, the AAA shall select a third arbitrator.  If any party does not select an arbitrator within twenty (20) days after service of the notice of demand for arbitration, then the AAA shall select such party’s arbitrator.  Arbitration proceedings shall be held in Burlington County, New Jersey.  The decision of a majority of the arbitrators shall be final and binding upon the parties hereto, shall not be subject to appeal and shall deal with the questions of costs of the arbitration and all matters related thereto.  The party in whose favor an award or decision is rendered by the arbitrator shall have the right to enter judgment on such award or decision in any court having jurisdiction thereof, or shall have the right to apply to such court for a judicial recognition of the arbitration award or an order of enforcement thereof, as the case may be.  This agreement to arbitrate shall be specifically enforceable by the parties, and they confirm that they intend that all disputes, controversies, or claims of any kind shall be arbitrated.
     
12. Venue and Jurisdiction.  In the event of any dispute arising under your purchase order (including these Terms and Conditions) that is not within the arbitration provisions of Paragraph 11, or for which resort to the courts becomes necessary, IPC and you each agree that personal jurisdiction and venue in any such legal proceedings shall be exclusively in either the United States District Court for the District of New Jersey or the Superior Court of the State of New Jersey, Burlington County.  The parties expressly acknowledge and agree that the provisions of this Paragraph 12 do not supersede or in any way modify the terms of Paragraph 11 hereof.
     
13. Governing Law.  Your purchase order (including these Terms and Conditions) is governed by, as applicable, the federal laws of the United States of America and the laws of the state of New Jersey, without giving effect to its conflict of laws principles.
     
14. Severability.  If any provision contained in these Terms and Conditions is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of these Terms and Conditions.
     
15. Assignment.  These Terms and Conditions are not assignable by you, or by operation of law, except with the written consent of IPC.
     
16. Notices.  If you want to contact IPC by mail, use this address:

International Products Corporation
201 Connecticut Drive
Burlington, NJ   08016-4105
Attention: Order Department

If we want to contact you by mail, we will use the address provided on your web form or purchase order.
   
Any party may change the address to which it desires to receive notices under these Terms and Conditions by giving notice to the other party in accordance with the above provisions or as set forth on IPC’s Terms and Conditions of Use of its Website.
     
17. Course of Dealing.  No course of dealing or usage of trade shall vary the terms and conditions of your purchase order (including these Terms and Conditions).
     
18. Amendment.  No addition to or waiver or modification of any provision of these Terms and Conditions shall be binding unless in writing and signed by a duly authorized representative of each party.  Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any party’s purchase orders, order acknowledgments, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in these Terms and Conditions.