CAPITAL RESIN CORPORATION
STANDARD TERMS AND CONDITIONS OF SALE

1. Entire Contract

a. The following Terms and Conditions of Sale (the “Terms”) are applicable to the sale of all products, accessories, parts, and services (collectively, “Goods”) by Capital Resin Corporation (“Seller”) or any of its affiliates or subsidiaries (“CRC”) to any purchaser thereof (“Buyer”).

b. The accompanying (i) written quotation (absent manifest error) or (ii) purchase order confirmation from Seller (absent manifest error) in the event there is not a written quotation (as applicable, the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement prevails over any of Buyer’s general terms and conditions of purchase (all of which are rejected), regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend this Agreement. Instead, fulfillment of all orders shall be done in accordance with this Agreement. In the event there is not a Sales Confirmation, then Buyer’s purchase order shall be applicable for price, quantity, and type of Goods ordered by Buyer (but for no other purposes) in the event such terms do not contradict any of these Terms. In the event there is a manifest error in a written quotation from Seller or purchase order confirmation from Seller, such documents shall be reasonably reformed by Seller to reflect the appropriate terms that should have been set forth in such documents.

2. Amendment and Modification

a. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

3. Price

a. Buyer shall purchase the Goods from Seller at the price(s) (the “Price(s)”) set forth in the Sales Confirmation. If the Price(s) should be increased by Seller before delivery of the Goods to a carrier for shipment to Buyer, then this Agreement shall be construed as if the increased price(s) were originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased price(s).

b. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority.

4. Payment Terms

a. Buyer shall pay all invoiced amounts due to Seller at the terms set forth in the Sales Confirmation. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law, Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder.

5. Title and Risk of Loss

a. Delivery dates and charges are estimated and subject to change depending on carrier availability and carrier charges at the time of shipment. Unless otherwise agreed, all shipments are “FOB Origin” CRC facility, and the Goods will be deemed to be delivered when loaded onto a carrier at Origin. Title and risk of loss for Goods transfers to Buyer upon delivery.

b. For missing or damaged Goods, CRC will make reasonable attempts to assure that when Goods are shipped to Buyer, they are packaged to avoid damage during transit; however, there are circumstances that could cause damage to the shipment. If Buyer’s Goods arrive damaged, Buyer agrees not to refuse the shipment. If the shipment is refused by Buyer, CRC will not assume responsibility for any credits, refunds, exchanges or returns that may be due to Buyer or otherwise required hereunder.

6. Inspection and Rejection of Nonconforming Goods

a. Buyer shall inspect the Goods within five (5) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product delivered is different than identified in Buyer’s purchase order; (ii) product does not meet applicable specifications; or (iii) product’s label or packaging incorrectly identifies its contents.

b. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith.

7. Warranty; Defects

a. CRC warrants that the Goods will conform to agreed-upon specifications as of the date of delivery. Buyer agrees to test Goods upon receipt from Seller to certify Goods are fit for Buyer’s use. If any of the Goods are alleged by Buyer not to conform to the agreed-upon specifications as of the delivery date, Buyer must promptly notify CRC in writing and provide such details, samples, photographs, and other supporting information that CRC may reasonably require to evaluate Buyer’s claim.

b. Seller makes no warranties whatsoever concerning resale products.

c. The foregoing warranties are in lieu of and exclude all other warranties express or implied. Seller expressly excludes (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; or (iii) warranty against infringement of intellectual property rights of a third party; in each case whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise.

8. Returns

a. No returns will be accepted without CRC’s prior written approval. All requests for return must be submitted within thirty (30) days of delivery of the Goods. Prior to returning the Goods, Buyer must obtain approval and a Return Goods Authorization (“RGA”) from CRC to accompany the return. Returned Goods are subject to CRC’s inspection and will not be accepted for credit unless the Goods are Nonconforming Goods as defined in section 6(a) of this Agreement.

9. Limitation of Liability

a. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE PURCHASE PRICE OF THE GOODS THAT ARE THE SUBJECT OF THIS AGREEMENT FOR ANY CLAIMS MADE UNDER OR RELATED TO THIS AGREEMENT.

10. Force Majeure

a. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the Seller’s control, including, without limitation, the following force majeure events (a) acts of God; (b) flood, fire, earthquake, tornado, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency.

11. Product Stewardship

a. Buyer agrees that Goods will be used, handled, stored, transported and disposed of in such a manner as is necessary for the safety and protection of persons, property and the environment, and in accordance with the manufacturer’s recommendations and applicable laws and regulations. Buyer agrees to instruct its employees with respect to, and to make certain that they know and understand, procedures necessary to enable them to comply with the requirements set forth herein and make certain that they are adequately trained in the use, handling, storage, transportation and disposition of the Goods. Buyer further agrees to deliver the most recent edition of Goods literature, including SDSs, to its employees and customers and to maintain a written record of such deliveries. Buyer shall only sell to those who can handle, use, store, transport and dispose of Goods safely.

12. Proprietary Rights

a. As between Buyer and CRC, each party shall retain all right, title and interest in and to any patents, trademarks, service marks, copyrights, product formulations, logos, proprietary marks or designs, and other intellectual property owned by or licensed to such Party (“Intellectual Property”). Buyer hereby grants to CRC a limited license to use, copy, and reproduce Buyer’s Intellectual Property in connection with CRC’s procurement, production, packaging, and delivery of the Goods. Nothing in the Agreement shall operate to transfer or convey in whole or in part the ownership of one Party’s Intellectual Property to the other or a third party except as expressly set forth herein.

13. Arbitration

a. The parties will submit any dispute related to this Agreement to arbitration in Columbus, Ohio before one arbitrator under the American Arbitration Association’s Commercial Arbitration Rules. A party may seek interim relief from any court having jurisdiction without waiving any remedy under this Agreement. The arbitrator may not award punitive damages or other damages not measured by actual damages, or limit, expand or otherwise modify the terms of this Agreement. A party may enter a judgement on an award in any court having jurisdiction. The prevailing party is entitled to an award of reasonable attorney fees. This agreement is governed by the laws of the state of Ohio.