Chelsea’s Standard Terms and Conditions of Sale

Seller's acceptance of any order made by Buyer is subject to the following general terms and conditions.

l. Controlling Terms and Condition.
The buyer may use its standard forms lsuch as purchase orders) to administer each sale and purchase, but no provision in any form shall have any force or defect, and all printed language contained therein shall be considered to be stricken except as to the description and quantity of product(s) ordered, the desired delivery dates and instructions relating thereto, and confirmation of any prior agreement of the parties as to tenns of payment. Unless Buyer shall notify Seller in writing to the contraiy as soon as practicable after receipt of this invoice by Buyer, acceptance of the terms and conditions hereofby Buyer shall be indicated and, in the absence of such notification, the Buyer's acceptance of the goods shall be equivalent to Buyer's assent to the terms and conditions hereof No waiver, alteration or modification of any of the provisions hereof shall be binding on the Seller unless made in writing and agreed to by a duly authorized official of the Seller.

2. Title and Risk of Loss.
Title and risk of loss of all products purchased and sold hereunder shall pass to Buyer upon delivery by Seller to Carrier at shipping point. Goods billed and awaiting release are at Buyer's risk. Materials furnished by Buyer shall be insured by Buyer for fire, extended coverage and all other risk of physical peril.

3. Cancellation.
This contract is not subject to cancellation by Buyer without Seller's consent. Such consent will be granted upon the condition that the Buyer will pay the Seller reasonable cancellation charges determined by Seller. Any cancellation or rescission by Buyer shall constitute a discharge of any claim by Buyer relating to this transaction.

4. Warranty.
a. THERE IS NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR USE OR
PURPOSE, except that the material shall be of the quality specified herein, and none shall be implied by law. Except as otherwise provided herein, quality shall be in accordance with Seller's specifications. Final determination of the suitability of the material for the use contemplated by Buyer is the sole responsibility of Buyer and Seller shall have no responsibility in connection with such suitability. Therefore, Buyer should make its own test to determine suitability of the goods for their specific purpose. Further, the buyer acknowledges that he examined the goods as he desired before entering in the Contract.
b. Unless otherwise provided herein, with reference to materials furnished to Buyer, the Seller warrants only that the work will be performed in accordance with such specifications as shall be specifically agreed to in writing by the Seller. SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED MAKES NO WARRANTY OF FITNESS FOR PARTICULAR USE OR PURPOSE. NOW ARRANTY OF MERCHANT ABILITY. Without in any way limiting the foregoing, Seller assumes no responsibility and makes no warranties, express or implied, with reference to materials furnished by Buyer for processing such as factors of quality and weight.
c. Seller having no control over Buyer's (or other's) use, disposition, subsequent processing, admixture or reaction of the product(s) sold with other products, chemicals or materials. Buyer assumes the entire responsibility therefor and agrees to indemnify and hold Seller harmless from any claim, demand, or cause of action (by Buyer and/or others) arising therefrom, including, but not limited to damages for infringement, whether actual or claimed, of any patents on processes practiced by Buyer or patents on products made by Buyer and damages, whether actual or claimed, caused by, resulting from, or in any way directly or indirectly connected with such use, disposition, subsequent processing, admixture or reaction of the product(s) sold with other products, chemicals or materials. Statements concerning use of the goods described herein are not intended as recommendations to use the goods in violation of any patent or as a warranty of noninfringement of any patent.
d. NEW TOOLING. Charges for New Tooling can include engineering,
design and machine expenses. The Tooling is considered the exclusive
property of Chelsea Building Products, Inc. Maintenance will be the
1esponsibility of the Buyer.

5.Claims and Limits of Liability.
a. No claim of any kind, whether as to goods delivered or for non-delivery of goods, shall be greater in amount than Seller's sales or contract price with reference to the goods concerning which damages are claimed. FAILURE TO GIVE WRITTEN NOTICE OF CLAIM WITHIN FIFTEEN ( 15) DAYS FROM THE DATE OF DELIVERY OR THE DATE FIXED FOR DELIVERY RESPECTIVELY, SHALL CONSTITUTE A WAIVER BY BUYER OF ALL CLAIMS IN RESPECT TO SUCH GOODS. No claim of any kind will be allowed with respect to goods after they have been used or processed or changed from original state of delivery.

b. Seller's liability for nonconforming goods, found to be such after Seller's inspection shall be limited to return or replacement of the defective goods, or at Seller's election, money damages not exceeding the Seller's sales or contract price. In no event shall Seller be liable for incidental or consequential damages, and no charges of any kind, either for labor, expenses or otherwise suffered or incurred by the Buyer in replacing defective goods, or occasioned by them, will be allowed.
c. ABSOLUTELY NO RETURN OF GOODS WILL BE ACCEPTED AND TRANSPORTATION CHARGES FOR SUCH RETURNED GOODS SHALL NOT BE PAID, UNLESS SPECIFICALLY AUTHORIZED IN ADVANCE IN WRITING BY IBE SELLER

6.Delivery; Force Majeure.
In the event of war, fire, flood, strike, labor trouble, accident, riot, act of governmental authority, acts of God, or contingencies beyond the control of the party affected, including but not limited to inability to obtain material, equipment or transportation, quantities so affected may he eliminated from the contract without liability, but the contract shall remain otherwise unaffected. In the event of inability, for any reason, to supply the total demands for the material specified in Buyer's order, Seller may allocate its available supply among any or all purchasers as well as departments and divisions of Seller, on such basis as Seller may deem fair and practical without liability for any failure of performance which may result therefrom. Delivery within thirty to forty.five (30 to 45) days after the date specified in the contract for delivery shall constitute timely delivery hereunder. Quantity overruns or underruns up to I 0% shall be allowable and shall be deemed full and proper performance with reference to fulfillment of the contract quantity requirements.

7. Payment.
Terms of payment applicable to this order are Seller's regular terms or those specifically quoted to Buyer and specified hereunder. In the event of any default in payment by the Buyer, or in the event Seller shall, at any time, deem itself insecure by reason of doubts as to the Buyer's financial conditions. Seller may decline to make further deliveries except upon receipt of payment or other security arrangements satisfactory to the Seller. The
election by Seller to require such payment or security shall not impair the obligation of Buyer to take and pay for the contracted materials.

8. Freight; Taxes.
All freight, express or delivery charges shall be added to the purchase price as a separate item and shall be paid for by the Buyer without being subject to benefit of any discount provision, if any, contained in the terms of payment.

The Buyer shall be responsible for the payment of all taxes, excises or other charges with respect to the sale, production or transportation of the product sold hereunder, and shall fully reimburse the Seller for all expenditures which Seller may be required to make in connection with such taxes, excises or other charges.

9. Assignment.
This contract is not assignable by the Buyer without the Seller's prior consent thereto.

IO. Miscellaneous.
This contract shall be construed in accordance with the laws of the Commonwealth of Pennsylvania and shall be binding on the legal representatives, successors, and assigns of the respective parties.