Terms and Conditions of Purchase

1. Entire Contract

   1. The following Terms and Conditions of Purchase (the “Terms”) are applicable to all purchases of services (“Services”) and/or of products, materials, equipment, accessories, parts, and other goods (such products, materials, equipment, accessories, parts and other goods are referred to herein as “Goods” whether delivered alone or as part of Services), by Capital Resin Corporation (“CRC”) or any of its subsidiaries (each a “Subsidiary”) from seller (“Seller”). CRC or the Subsidiary making the purchase is referred to herein as the “Buyer”. The Buyer and the Seller are each a “Party”, and collectively they are the “Parties”.

   2. Buyer may revise the Terms at any time, with such revisions to take effect when published at Buyer’s website at www.capitalresin.com and will apply to all issued Purchase Orders (as defined herein) issued on the date of such effective Terms.

   3. Buyer’s purchase order delivered to Seller for the purchase of Goods and/or Services (such purchase order is referred to herein as the “Purchase Order”) constitutes an offer by Buyer, subject exclusively to these Terms, to purchase the Goods and/or Services specified in the Purchase Order upon the terms and conditions, and at the prices(s) and with the delivery date(s), stated in the Purchase Order.

   4. In the event the Purchase Order is for Goods but does not state or specifically reference the specifications for the Goods, the specifications for the Goods shall be those delivered by Buyer outside the Purchase Order to Seller, or, in the event the specifications for Goods are not stated or specifically referenced in the Purchase Order, and have not been otherwise delivered to Seller by Buyer, the specifications for the Goods shall be those delivered or made available to Buyer by Seller prior to the delivery of the Purchase Order. If, pursuant to the previous sentence, the specifications for Goods are not stated in the Purchase Order, the specifications shall be, and they hereby are, incorporated by reference into, and made a part of, the Purchase Order.

   5. In the event the Purchase Order is for Services but does not fully describe the Services or specifically reference the description of the Services, the Services shall be in conformance with the instructions delivered by Buyer to Seller outside the Purchase Order, or, in the event Buyer has delivered no instructions to Seller, the Services shall be in conformance with the description delivered or made available to Buyer prior to the order. If, pursuant to the previous sentence, the description of Services is not stated in the Purchase Order, the description shall be, and it hereby is, incorporated by reference into, and made a part of, the Purchase Order.

   6. These Terms, and the terms, conditions, prices(s), delivery date(s), Goods specifications and Services descriptions stated in, or pursuant to the terms of the Sections 1.d. or 1.e. above incorporated by reference into, the Purchase Order, are collectively referred to herein as the “Order”. Buyer’s delivery of the Purchase Order to Seller is not an acceptance of any offer made by Seller.

   7. Supplier shall indicate its acceptance of the Order by verbal acceptance, by written acceptance on the face of the Purchase Order or other written confirmation, by commencing work on the Purchase Order in any manner, or by delivering any portion of the Goods or commencing performance of the Services, as the case may be.

   8. The Purchase Order, together with these Terms, shall constitute the final and complete agreement of the Parties regarding the Order, and the Order may not be modified or rescinded except by a written change order issued by Buyer. No terms stated by Seller (“Seller Terms”), whether in Seller’s general terms and conditions, proposal, quote, acceptance, acknowledgement, invoice or other communication, and whether delivered to Buyer before or after Seller’s receipt of the Purchase Order, shall be binding. Seller is hereby notified of Buyer’s objection to, and rejection of, any and all Seller Terms.

   9. The Order expressly limits acceptance to the terms and conditions contained in the Order, and notice of objection to any different or additional terms in any response is hereby given. If the Purchase Order is construed as an acceptance of a Seller offer, this acceptance is expressly conditioned upon the offeror’s assent to any different or additional terms contained in the Order. If the Order is construed as a confirmation of an existing nonwritten contract, the Parties agree that the Order states the exclusive terms of such contract between the Parties. ACCORDINGLY, THIS ORDER IS EXPRESSLY MADE CONDITIONAL ON SELLER’S ACCEPTANCE TO THESE TERMS AND NO MODIFICATION OR ADDITION HERETO SHALL BE AFFECTED BY ACKNOWLEDGMENT OR ACCEPTANCE OF ORDERS CONTAINING ADDITIONAL OR DIFFERING TERMS AND ALL SUCH ADDITIONAL OR DIFFERENT TERMS ARE HEREBY REJECTED AND SHALL NOT BECOMES A PART OF THE AGREEMENT BETWEEN BUYER AND SELLER. The Parties further agree that the Order, when used by the Parties to place orders for Goods and/or Services in conjunction with or pursuant to an existing written contract signed by both Parties, shall be construed to supplement the terms of such written contract to the extent that the terms of the Order are not inconsistent with such written contract.

   10. Regardless of its construction, the Order incorporates by reference all terms providing any protection to Buyer under the Ohio Uniform Commercial Code for all Orders submitted by CRC, and the Michigan Uniform Commercial code for all Orders submitted by a Subsidiary (such Uniform Commercial Code provisions are referred to herein as the “UCC”), including and not limited to, all warranty protection (express or implied) and all of Buyer’s remedies under the UCC.

   11. Seller will issue invoices for Products covered by an Order separately from Products covered by any other orders or contracts Seller may have with Buyer. All invoices must contain the purchase order number, invoice number, and, as applicable, (i) quantity of Goods supplied and Seller’s item number and/or (ii) itemization of Services. Product pricing will be as set forth in an Order, and unless specified in the Order will include freight costs for shipment of Goods to the location specified in an Order. Unless expressly agreed in writing by Buyer, Buyer will pay all undisputed amounts due under the Order thirty (30) days following Buyer’s receipt of a complete and accurate Seller invoice. Payment will be in U.S. dollars. Buyer may set off any amounts owed by Seller to Buyer against amounts due to Seller under an Order.

2. Seller Representations and Warranties
   1. Goods.

      Without limiting the representations and warranties of Seller under the UCC, Seller represents and warrants that, with respect to all Goods delivered to Buyer, (i) Seller shall convey to Buyer good title for the Goods, free and clear of any claims, liens or encumbrances, (ii) the Goods shall be fit for the particular purposes intended by Buyer, (iii) Buyer’s use and/or sale of the Goods shall not infringe any third party’s proprietary rights in the Goods, (iv) all Goods shall be of merchantable quality, free from defects in material, design and workmanship, (v) none of the Goods are articles which cannot be legally transported or sold under the provisions of any federal, state or local law, and none of the Goods are misbranded within the meaning of any federal, state, or local law, when bearing labels, (vi) the Goods shall meet all of the specifications and descriptions of the Goods that are stated in the Order and/or referenced by the Order; (vii) the Goods shall be free of contaminants; (viii) Goods that are equipment (including parts) shall be new and be free of defects in materials, workmanship and design, and (ix) Seller has not made any changes to the Goods that may alter properties, specifications, dimensions or any other characteristic of the goods, or introduce impurities.

   2. Services.

      Without limiting the representations and warranties of Seller under the UCC, Seller represents and warrants to Buyer that (i) the Services shall be performed in a good, prompt, competent and professional manner by qualified personnel in accordance with the Order and consistent with best practices, (ii) the Seller’s delivery of the Services, and Buyer’s receipt and use of the Services, do not infringe the proprietary rights of any third party, and (iii) the Services shall meet all of the specifications and descriptions of the Services that are stated in the Order and/or referenced by the Order.

3. Remedies.

   In addition to any remedies available to Buyer under the UCC, at Buyer’s option, Supplier shall promptly repair non-conforming equipment, replace non-conforming Goods, re-perform non-conforming Services, refund the purchase price of non-conforming Goods or Services, or reimburse Buyer’s repair costs for non-conforming equipment.

4. Indemnity.

   SELLER WILL INDEMNIFY, DEFEND AND HOLD BUYER AND BUYER’S AFFILIATES (THE TERM “BUYER’S AFFILIATES” INCLUDES, BUT IS NOT LIMITED TO, BUYER’S EMPLOYEES, OFFICERS, AGENTS, SUBCONTRACTORS, DIRECTORS, SHAREHOLDERS, OWNERS, ATTORNEYS, INSURERS, PREDECESSORS, SUCCESSORS, ASSIGNS AND AFFILIATED COMPANIES), HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LEGAL FEES, EXPENSES AND DAMAGES (INCLUDING, BUT NOT LIMITED TO, ALL COSTS, EXPENSES, FEES, FINES, DEBTS, LIABILITIES, PENALTIES, CHARGES, AND REMOVAL AND REMEDIATION COSTS) OF ANY NATURE (INCLUDING, BUT NOT LIMITED TO, SPECIAL, PUNITIVE, INCIDENTAL, AND CONSEQUENTIAL DAMAGES) ARISING, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, OR RELATED IN ANY WAY TO, SELLER’S, OR ANY OF SELLER’S AFFILIATES, EMPLOYEES’, OWNERS’, OR SUBCONTRACTORS’, PERFORMANCE OF THE ORDER, FAILURE TO PERFORM THE ORDER, BREACH OF ANY OF THE TERMS OF THE ORDER, FRAUD, MISREPRESENTATION, NEGLIGENCE, BREACH OF APPLICABLE LAW, OR INFRINGEMENT OF A THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS.

5. Infringement.

   1. Without limiting the representations and warranties made by Seller in Section 2 above or elsewhere in these Terms, Seller represents and warrants to Buyer that the use and/or sale of Goods and/or Services shall not infringe any patent claims, trademarks, or other intellectual property rights of any person.

   2. WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF SELLER SET FORTH IN SECTION 4 ABOVE OR ELSEWHERE IN THESE TERMS, SELLER WILL INDEMNIFY, DEFEND AND HOLD BUYER AND BUYER’S AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LEGAL FEES, EXPENSES AND DAMAGES (INCLUDING, BUT NOT LIMITED TO, ALL COSTS, EXPENSES, FEES, FINES, DEBTS, LIABILITIES, PENALTIES AND CHARGES) OF ANY NATURE (INCLUDING, BUT NOT LIMITED TO, SPECIAL, PUNITIVE, INCIDENTAL, AND CONSEQUENTIAL DAMAGES) ARISING, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH, OR RELATED IN ANY WAY TO, SELLER’S, OR ANY OF SELLER’S EMPLOYEES’, OWNERS’, OR SUBCONTRACTORS’, BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5(a) ABOVE.

6. Rejection and Revocation of Acceptance.

   Buyer shall have the right, at any and from time to time, to reject, or revoke Buyer’s previous acceptance of, Goods that do not conform to the representations and warranties set forth in these Terms that otherwise do not conform to the requirements of the Order. Without limiting Buyer’s rights and remedies under the UCC or under any other provision of the Order (for example, without limitation, Buyer’s remedies under Section 3 above and Buyer’s rights to indemnity under Sections 4 and 5 above), with regard to Goods that are rejected or for which acceptance has been revoked, Buyer, at its option and risk of Seller, may return such Goods to Seller or store them until Seller provides instructions for disposal. Payment for Goods shall not constitute acceptance.

7. Shipment.

   Seller’s performance shall be in strict conformance with the delivery and other time provisions specified in the Order. Time is of the essence. Without limiting Buyer’s rights and remedies under the UCC or under any other provision of the Order (for example, without limitation, Buyer’s remedies under Section 3 above and Buyer’s rights to indemnity under Sections 4 and 5 above), if Seller fails to perform according to the terms of the Order within the requested time, Buyer may cancel the Order and purchase the Goods and/or Services elsewhere and hold Seller liable for any costs or damages incurred. Seller shall forward notice of shipment of Goods to Buyer within twenty-four hours of shipment and such notice is an express condition to Buyer’s duties under the Order. The original Bill of Lading must accompany the invoice. Complete packing lists must accompany each shipment of Goods. Separate invoices are required for each Order and for each shipment when partial deliveries are made under an Order.

8. Taxes.

   Any applicable federal, state, or local taxes related to the manufacture and sale of Goods and delivery of Services are included in the price set forth in the Order and shall be paid by Seller. Any taxes or duties properly payable by Buyer must be listed as a separate line item on invoices. Unless expressly agreed in a writing signed by Buyer, Buyer will not pay any taxes or duties based on Seller’s income. Seller is responsible for all tariffs, import duties, and other government-imposed charges applicable to Goods unless otherwise expressly agreed in writing by the Buyer. Any increase in tariffs, duties, or similar charges will not result in an increase in the price of Goods or additional charges to Buyer. Seller will indemnify and hold the Buyer harmless from any claims, liabilities, or costs arising from the Seller’s failure to comply with applicable tariff or import duty requirements.

9. Force Majeure.

   No liability of Buyer shall result from delay in performance, or non-performance, caused only by circumstances beyond the reasonable control and without the fault or negligence of the party affected, including acts of God, fire, flood, war, government action, or accident (each of the foregoing circumstances being a “Force Majeure Event”). Seller will not be excused from performance due to a Force Majeure Event because such Force Majeure Event prevents Seller from acquiring any material necessary for manufacturing the goods and/or providing the services identified in the Order from its usual sources, as long as such materials and/or services are reasonably available for purchase by Seller. The curing of any delay in performance or non-performance as a result of a Force Majeure Event must be prosecuted with due diligence by the affected party and shall include reasonable updates as to the status of such condition and its expected impact on the ability to perform under the Order. At Buyer’s option, and without liability, quantities affected by a Force Majeure Event may be eliminated from the Order, but the Order shall remain otherwise unaffected.

10. Confidentiality.

    1. “Confidential Information” means all information that is obtained, whether orally, by observation, or in writing (e.g., electronically, graphically or in any other form), by Seller from Buyer. Confidential Information includes, but is not limited to, the existence and terms of the Order and information regarding the performance of the Order. Notwithstanding the foregoing, “Confidential Information” shall not include information that falls within any of the following categories: (i) information that has come to be in the public domain through no fault or action of Seller; or (ii) information that was rightfully known to Seller on a non-confidential basis prior to obtaining such information from Buyer, as shown by Seller’s written records; or (iii) information that becomes rightfully available to Seller on a non-confidential basis from any third party, the disclosure of which to Seller does not violate any contractual or legal obligation such third party has with respect to such information. Seller shall not, without the prior written consent of Buyer, (i) transmit, distribute or disclose Confidential Information to any third party, or (ii) use Confidential Information for any purpose not expressly contemplated by the Order. In no event shall any disclosure by Buyer to Seller be deemed to transfer, convey or grant any ownership, right or license whatsoever in any of the Confidential Information to Seller.

    2. AI PROVISIONS: Seller agrees to not upload or share Confidential Information with any third-party platforms, including artificial intelligence platforms, that have not been specifically approved in a writing duly executed and delivered by an officer of Buyer.

11. Ownership of Documents and Intellectual Property.

    Any documents, including but not limited to drawings and plans, received from Seller shall become Buyer’s property and all rights to such materials, including the copyright shall belong to Buyer. Seller hereby irrevocably assigns to Buyer all right, title and interest in and to any work product (e.g., drawings, designs, plans, reports, studies, other written material or software) developed for Buyer under the Order. This assignment excludes existing intellectual property of Seller (including any modifications or enhancements thereto) provided to Buyer under the Order. Seller hereby grants Buyer a nonexclusive, royalty-free, worldwide, perpetual license for Buyer (and its affiliated entities and third-party providers) to use such existing intellectual property in connection with the Goods or Services. Buyer retains all right, title and interest in and to, and Supplier shall not use (except as necessary to perform the Order), its data and other intellectual property (and materials, including, without limitation, Confidential Information).

12. Governmental Laws.

    In its performance of the Order and in its handling and use of Confidential Information, Seller shall comply with all applicable laws, rules and regulations, including, without limitation, the Fair Standards Labor Act. Seller shall not discriminate against any employee or applicant because of age, race, color, creed, religion, national origin or sex. Seller warrants that the Goods delivered, and/or Services rendered, to Buyer shall comply with all applicable laws, standards and regulations, whether governmental or industrial, in effect on the date of delivery or known in the industry to become effective after such date.

13. Assignment.

    This Purchase Order shall not be assigned by Seller without Buyer’s prior written consent. Seller shall not subcontract all or any part if its performance of the Order to any other person without Buyer’s prior written consent. No assignment or subcontracting by Seller, with or without Buyer’s written consent, shall relieve the Seller of any obligations under the Order.

14. Governing Law, Jurisdiction and Venue.

    1. The Order shall be governed by, and be construed and interpreted in accordance with, the laws of the State of Ohio, including the Uniform Commercial Code as enacted in Ohio, without regard to conflict of laws principles. Any legal suit, action or proceeding arising out of or relating to the Order shall be instituted in the federal or state courts of the State of Ohio, and Seller irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Seller irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waives and agrees not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

15. Changes.

    1. Buyer may direct Seller to make changes in the Goods and/or Services that are subject to the Order, including, without limitation, reasonable changes to quantities or delivery dates, or changes in the requirements of the drawings, specifications or instructions. Seller shall promptly review such changes and within five (5) days inform Buyer of any changes in Seller’s price or delay in performance. Upon mutual agreement as to any price or delay in performance, Buyer shall issue a written change order. If the parties are unable to reach a mutual agreement as to any price or delay in performance, Buyer may, in its sole discretion, either cancel the Order without incurring any liability to Seller or enforce the Order. In the event Seller shall fail to comply with this procedure, Seller shall be deemed to have waived all claims for increased cost or extension of time of performance.

16. Suspension or Termination.

    Buyer, for its convenience and without incurring any liability to Seller, shall have the right to suspend or terminate Seller’s work hereunder, or any part thereof, including delivery, upon notice to Seller.

17. Lost Profit.

    IN NO EVENT SHALL BUYER BE LIABLE TO SELLER OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES ARISING IN CONNECTION WITH THE ORDER, OR THE PERFORMANCE, BREACH, SUSPENSION OR TERMINATION OF THE ORDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES AND/OR LOSSES WERE FORESEEABLE, AND REGARDLESS OF WHETHER OR NOT BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND/OR LOSSES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, INCLUDING: (i) ANY DAMAGES AND/OR LOSSES FROM LOSS OF USE, REVENUE OR PROFIT (WHETHER ACTUAL OR ANTICIPATED), AND (ii) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

18. Survival.

    These Terms, including, without limitation, the indemnities, representations and warranties made by Seller herein, shall survive the performance of the Order and the receipt by Buyer of the Goods and/or Services contemplated by the Order.