General terms and conditions of sale and delivery of Teesing USA, LLC

Article 1: THIS OFFER AND ITS ACCEPTANCE

These General Conditions of Sale and Delivery are applicable to any quotations, actions, deliveries and payments of Teesing USA, LLC. (hereafter referred to as “Teesing” and to any agreements made by Teesing, unless otherwise stipulated expressly and in writing. In case of incompatibility with the Buyer’s possibly applicable conditions, the stipulations of Teesing’s relevant General Conditions of Sale and Delivery will prevail. Buyer’s acceptance is expressly limited to the terms and conditions of this offer and Teesing hereby objects to and rejects any additional or different terms or conditions in Buyer’s acceptance, Buyer’s purchase order, or other documentation purporting to order the goods (also referred to as “products”) contained in this document. Buyer accepts this offer as made and all its provisions by transmitting in oral or written form a Buyer purchase order number, an authorization to proceed, or other request; by issuing any document which orders the goods referred to herein; by accepting, or making payment for, any goods or services furnished hereunder; or by any Buyer conduct recognizing the existence of a contract between Buyer and Teesing for the goods and services referred to herein. As used herein, the term “contract” refers to the transaction between Teesing and Buyer resulting from this offer. No modification of this offer and the contract resulting (including any additional or different terms or conditions in Buyer’s acceptance) shall be binding on Teesing unless Teesing expressly agrees in writing to such changes. Any offers made in any form by Teesing, are without engagement, unless otherwise stipulated expressly and in writing. An offer will not be binding unless an order received from the Buyer according to that offer is confirmed by Teesing. An offer can be revoked at any time and it is valid for a period of 60 days as a maximum, after which period the offer will be considered null and void, even without a revocation.

Article 2: PRICE

The price for each item covered by this contract shall be the price shown for such items in Teesing’s offer. Prices do not include any Federal, State, or Local taxes, duties, or fees which may be imposed upon the sale, use, transfer, importation, or transportation of materials or services and all such costs shall be paid by Buyer. In case a price has not expressly been agreed at the conclusion of the contract, prices as per Teesing’s actual price list will be applicable. Unforeseen price increases of decisive factors for the cost price may be passed on to the Buyer from Teesing.

Article 3: PAYMENT

Teesing’s invoices for goods delivered are net and are due and payable in full thirty (30) days from date of shipment unless another time of payment has been agreed in writing. If Buyer fails to make their payment in time, the Buyer will be considered in default without any further explicit notice from Teesing. Moreover, the Buyer will owe Teesing in that case an interest of 1% of the total amount per month. In the case of the Buyer being in default, Teesing reserves the right to suspend any observance of any of its obligations to the Buyer, this also understood to include obligations resulting from possible other contracts, as well as any obligations resulting from a fixed time of delivery. In case of any possible existing reasonable grounds, at Teesing’s discretion, Teesing reserves the right to request from the Buyer a prepayment and/or a suitable security. Any contract resulting from this offer shall be contingent upon Teesing’s approval of Buyer’s credit.

Article 4: DELIVERY

Teesing will have the right to carry out partial shipments and to invoice the part supplied on delivery. Unless expressly otherwise agreed in writing, times of delivery agreed are entirely an indication and Teesing cannot be considered to be in default by exceeding a time of delivery agreed. With regard to the quantity ordered, in case of special products or a special production, considered to mean any products not belonging to Teesing’s standard product range, Teesing reserves the right of maximum difference in delivery of 10% more or 10% less. The delivery will be invoiced on the basis of the actual quantity supplied. If a delivery cannot take place as a result of lack of cooperation on the part of the Buyer, the goods to be delivered will be stored at the Buyer’s expense and risk.

Article 5: RETURN SHIPMENTS

The Buyer is not allowed to return any products supplied by Teesing until they have received Teesing’s permission to do so in writing.

Article 6: ACCEPTANCE

Rejection of the goods supplied under this contract for defects or defective delivery shall occur within a reasonable time after their delivery or tender at the delivery point, but in any event no later than ten (10) days after delivery. If the goods are not accepted or rejected by Buyer or Buyer’s agent in writing to Teesing within said ten (10) day period, they shall be deemed accepted by Buyer. In the event of Buyer’s rightful rejection of the goods, Teesing’s liability shall be limited to repairing or replacing the rejected goods within a reasonable time, or to allow credit to the extent of the invoice value of the goods, all at Teesing’s option. Teesing shall not be liable for any loss, damage, or expense of any kind, arising from delays due to transportation, installation, Buyer’s rejection of goods, or any other cause whatsoever.

Article 7: LIMITED WARRANTY

Teesing warrants that the goods delivered shall be free from defects in material and workmanship for a period of one (1) year from the date of Teesing’s shipment. Teesing’s sole obligation and Buyer’s exclusive remedy for defects in the goods shall be limited, at Teesing’s option, to either repair or replacement of goods determined to be defective. Transportation and any other delivery costs to return defective goods to Teesing for repair or replacement shall be the responsibility of Buyer. Any claim by Buyer must be made by Buyer to Teesing in writing within five (5) days of the discovery of the claimed defect but in no event after the expiration of one (1) year from the date of Teesings’s shipment, whichever is less. Buyer’s failure to so notify Teesing of such defects within the above time periods shall bar Buyer from any remedy under this Warranty, or for recovery of damages or losses due to defects in the goods. Any return of goods shall be subject to the prior written approval of Teesing.

THIS WARRANTY IS THE SOLE WARRANTY COVERING THE GOODS AND TEESING MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY TEESING AND EXCLUDED FROM THIS WARRANTY. IN NO EVENT SHALL TEESING BE LIABLE FOR CONSEQUENTIAL, COMPENSATORY, PUNITIVE OR INCIDENTAL DAMAGES HOWSOEVER ARISING FROM TEESING’S PERFORMANCE OF THIS CONTRACT OR THE PERFORMANCE OF THE GOODS.

This Warranty shall not apply to goods which have been repaired or altered by other than authorized representatives of Teesing or to damage or defects caused by accident, vandalism, Acts of God, erosion, normal wear and tear, improper selection by Buyer or others, and other causes beyond Teesing’s control. This Warranty shall not apply to the misapplication, improper installation, or misuse of the goods caused by variations in environment, the inappropriate extrapolation of data provided, the failure of Buyer or others to adhere to pertinent specifications or industry practices, or otherwise.

Article 8: LIMITATION OF TEESING’S LIABILITY

Teesing’s liability on any claim of any kind, including claims based upon Teesing’s negligence, breach of contract, or strict liability in tort, for any loss or damage arising out of, connected with, or resulting from the use of the goods furnished hereunder or Teesing’s performance of this contract, shall in no case exceed the purchase price allocable to the goods or part thereof which give rise to the claim. Teesing is exclusively liable for damage caused deliberately or for gross negligence on the part of Teesing. Any further liability on Teesing’s part is excluded, unless expressly stipulated otherwise in writing. Teesing is never liable for any damage resulting from a failure or shortcoming of goods originating from Teesing’s suppliers. At the Buyer’s request Teesing will, in the event of such a situation, pass on its possible claims on the relevant supplier to the Buyer.

IN NO EVENT SHALL TEESING BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWSOEVER ARISING OUT OF TEESING’S PERFORMANCE OF THIS CONTRACT AND NOTWITHSTANDING WHETHER TEESING MAY HAVE BEEN ADVISED OR IS ADVISED OF THE POSSIBILITY OF SPECIAL (OR LIQUIDATED) DAMAGES.

Article 9: BUYER’S DEFAULT

If Buyer fails to make any payment to Teesing when due, if Buyer’s financial responsibility becomes impaired or unsatisfactory in Teesing’s sole judgment, or if Buyer commits a material breach of this contract or inhibits or frustrates Teesing’s performance of this contract by any act or failure to act, Teesing may, without breach of contract and without prior notice or demand, suspend or cancel further performance or deliveries due hereunder. Buyer shall be liable to Teesing for any losses or damages of Teesing arising from such Buyer defaults and failures, as well as any resulting delays to Teesing’s performance.

Article 10: FORCE MAJEURE

Teesing shall not be liable for failure to perform or delay in performance resulting from any governmental law or regulation, now or hereafter in effect, or for delays caused by Teesing’s suppliers, or caused by Acts of God, fire, flood, wind, sabotage, strikes or other labor troubles, accidents, necessary repairs to machinery, adverse weather conditions, or any cause beyond Teesing’s reasonable control. In the event of any of the forgoing, Teesing shall have the right to allocate and reschedule production and delivery of products to Buyer as Teesing, in its sole discretion, shall deem fair and practical, without liability to Teesing.

Article 11: DELAY, TERMINATION, OR CANCELLATION BY BUYER

Cancellations of orders are only accepted after Teesing’s permission to do so in writing. If Teesing is unable to cancel the articles ordered with the Manufacturer free of charge, the Buyer’s cancellation cannot be accepted by Teesing and consequently the full order amount will be charged. Teesing is authorized to unilaterally terminate the agreement in case the Buyer applies for a suspension of payment, if they declared bankrupt or if a petition in bankruptcy is filed.

Article 12: COMPLAINTS

If goods supplied by Teesing are visibly not in accordance with the order, the Buyer shall notify Teesing in writing within 10 working days from receipt of the goods. Visually imperceptible faults shall either be reported to Teesing in writing by the Buyer within 15 working days from their discovery, or after a period when discovery of the fault could in fairness have been found out. After expiry of the periods mentioned above, the Buyer’s right of recourse to holding Teesing responsible for possible failures in meeting its obligations will end.

Article 13: ASSISTANCE BY TEESING

No recommendation or statement made or assistance given by Teesing, its representatives, or agents, in connection with the installation, application, storage, packaging, or use of the products furnished hereunder shall constitute a waiver by Teesing of any of the provisions herein, or enlarge Teesing’s liability, as herein defined, or be deemed to provide any warranty in excess of the Limited Warranty set forth hereinabove.

Article 14: SPECIFICATIONS, APPLICATION, AND USE OF PRODUCTS

Products furnished hereunder are sold pursuant to Teesing’s specifications and manufacturing drawings. Teesing may change specifications and drawings at any time without incurring liability for products previously or subsequently sold. Buyer shall be responsible for the performance of products produced to Buyer’s specifications. Buyer shall be responsible for determining the appropriate use or application of Teesing’s products for Buyer’s requirements, notwithstanding Buyer’s solicitation of or Teesing’s providing advice or recommendations to Buyer. Buyer waives any claim against Teesing, and Teesing’s agents and employees, arising out of Buyer’s selection, application, or use of the products furnished hereunder and waive any claim against Teesing arising from the alleged infringement of any patent or intellectual property rights relating to the use of the products furnished hereunder. Buyer shall indemnify and defend Teesing from any claim or suit for personal injury (including death), property damage, or other liability arising out of the improper selection, improper application, or any misuse of Teesing’s products, or failure to follow Teesing’s application, installation, or safety instructions, or proper industry standards.

Article 15: CHOICE OF LAW

The law governing this contract shall be that of the State of NJ exclusive of the conflicts of law
provisions.

Article 16: FINAL AGREEMENT

There are no understandings or agreements between Buyer and Teesing relating to this contract which are not fully expressed herein, and no change shall be made to this contract unless it is made in writing and signed by duly authorized personnel of Teesing and Buyer. Buyer may not assign or otherwise delegate Buyer’s obligations under this offer and any resulting contract without Teesing’s express written consent. The copyright, as well as any further rights of intellectual and industrial property for anything supplied or in any other way made available by Teesing to the Buyer, belongs exclusively to Teesing or to the Companies which have granted Teesing their license. The Buyer receives exclusively the rights of use, which expressly are granted.