COMTEC INDUSTRIES’ STANDARD TERMS AND CONDITIONS

1. Upon receipt of Customer’s non-refundable deposit or payment as specified by COMTEC, executed quotation and other documentation, and sample pans, COMTEC will assign a delivery date for shipment of the Products. Except for the quantity(ies) of Products, no other terms and conditions set forth in any Customer purchase order or EDI transaction statement will apply to the sale of Products. Orders are firm and not subject to cancellation or revision except with the written consent of COMTEC. Customer is responsible for all reasonable cancellation charges. 
2. Unless otherwise stated in the Price Quotation, shipping costs are not included in the quotation. Customer is responsible for shipping costs. Delivery term is F.O.B. shipping point COMTEC plant. Customer is responsible for shipping costs and any and all damage which may occur in transit. Customer must notify shipping company of any Products damaged in transit within two calendar days after such Products have been delivered to Customer. 
3. Agreement shall be defined as the Price Quotation and COMTEC’s Terms and Conditions. The prices set forth in this Agreement are subject to change to account for increases in COMTEC’ costs and other factors. Such prices do not include sales, use or other taxes or government charges arising out of or related to the manufacture or sale of the Products. All such taxes or charges, other than taxes on COMTEC’ income, will be paid by Customer. 
4. Customer must make payment(s) upon terms specified by COMTEC. If Customer fails to pay for any shipments on terms or reasonable grounds for insecurity otherwise arise, COMTEC will have the right to revoke any credit Customer has and/or suspend further shipments until receipt of adequate assurance of performance from Customer. All amounts not paid on terms will bear interest at the rate of 1.5% per month, unless this rate exceeds the highest rate permitted by law, in which event the rate shall be the highest rate permitted by law. Service charges for late payments or other amounts due from Customer may be offset against any amounts due from COMTEC. Customer will pay all invoice amounts without setoff or deduction of any kind. Customer will pay all costs and expenses (including, but not limited to, reasonable attorney fees and costs) incurred by COMTEC to collect late payments or other amounts due from Customer. 
5. The price and other economic terms of this offer are based on your purchase of the Products within thirty days of this Price Quotation. All prices and payments are in U.S. dollars. 
6. COMTEC represents and warrants that, when delivered, the Products will (a) conform to all specifications approved in writing by a duly authorized representative of COMTEC and (b) be free from defects in materials and workmanship, other than defects which fall within agreed tolerances. COMTEC will not be liable under any circumstances where: a) use of Product components manufactured by a third party other than COMTEC, or (b) any abuse or neglect of the Products; (c) failure to properly maintain Products, or (d) Customer or a third party fail to warehouse, handle, use, package or distribute the Products in accordance with the practices or methods regularly observed in the industry. COMTEC MAKES NO OTHER WARRANTIES WITH RESPECT TO THE QUALITY OR PERFORMANCE OF THE PRODUCTS OR THE COMPATIBILITY OF THE PRODUCTS AND CUSTOMER’S FORMULATIONS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED FROM THIS AGREEMENT. 
7. Customer will promptly notify COMTEC of any Products that do not conform to the limited warranties within three business days after Products have been delivered to Customer. In such event, Customer shall save all packaging materials for inspection as well. COMTEC will have a reasonable opportunity to inspect, sort and test or re-test any such Products. Customer’s exclusive remedies for non-conformity of any Products to such warranties shall be for COMTEC to correct the non-conformity or replace any non-conforming Products. If COMTEC is unable or unwilling to correct the non-conformity or replace any non-conforming Products within a commercially reasonable time, then COMTEC will provide a refund or credit on account of any non-conforming Products in the amount of the purchase price of such Products. The foregoing remedies are the exclusive remedies of the Customer. 
8. IN NO EVENT SHALL COMTEC BE LIABLE TO CUSTOMER, UNDER ANY CIRCUMSTANCES, FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGE (INCLUDING LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOOD WILL, DOWNTIME, INTERRUPTION OF BUSINESS) RESULTING FROM OR ARISING OUT OF: A) NEGLIGENCE, B) ANY BREACH OF THIS AGREEMENT OR ANY DUTIES, OBLIGATIONS, OR RESPONSIBILITIES HEREUNDER OR C) THE DELIVERY, PERFORMANCE, OR USE OF THE PRODUCTS, EVEN IF COMTEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
9. Customer agrees that: i) COMTEC’s engineering designs; and ii) designs, prints and sketches submitted by Customer to Comtec, belong solely to COMTEC. Customer agrees and consents to COMTEC using Customer’s product images in COMTEC videos and promotions. Customer agrees that COMTEC has no obligation to maintain or service any machine Product containing components manufactured by a third party. COMTEC’s performance will be excused upon and during continuation of any event, condition or occurrence beyond COMTEC’ reasonable control, including but not limited to fire, flood, storm, acts of God, war, civil insurrection, acts of terrorism, labor disturbances and lack of transportation services, utilities or supplies. 
10. Customer agrees to indemnify and hold harmless COMTEC, together with all subsidiaries, divisions, affiliates, assigns, directors, officers, agents and employees of each (collectively the “Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, proceedings, judgments and other liabilities, obligations, losses, damages, costs and expenses (including reasonable attorneys’ fees and costs) of any nature (collectively, the Claims) to the extent Claims are due to or arise from or are asserted by either the Indemnifying Party and/or any unrelated third parties and: (i) the breach of any representation, warranty or obligation contained in any agreement between or among the Indemnifying Party and the Indemnified Parties; or (ii) the negligence or intentional misconduct of the Indemnified Parties or any of its directors, officers, employees, or agents in connection with the use of the Products by the Indemnifying Party. Customer agrees to procure adequate liability insurance. 
11. Either party may terminate the agreement for material breach by the other party, provided the non-breaching party gives not less than 30 days’ prior written notice to the breaching party and the breaching party fails to cure or otherwise address the breach to the reasonable satisfaction of the non-breaching party during this 30-day notice period. 
12. Any such notice shall be effective (i) if sent via fax and mail, when transmission is confirmed and a hard copy has been deposited in the mail; (ii) if sent via overnight courier, on the next business day following deposit with a recognized overnight courier service; or (iii) if sent via certified mail, on the third mail day following deposit with the postal service. 
13. In the event of a conflict or inconsistency between the Price Quotation together with these Terms and Conditions and Customer’s Purchase Order, the Price Quotation together with these Terms and Conditions shall control. 
14. This Price Quotation and COMTEC Terms and Conditions constitute the entire agreement between the parties with respect to its subject matter, supersede all previous agreements and understandings between the parties, and may not be modified except by an instrument in writing signed by the duly authorized representatives of the parties. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns. Customer may not assign this Agreement without the express written permission of an officer of COMTEC. 
15. Customer agrees that: (1) any claim, dispute, or controversy Customer may have against COMTEC or its affiliates or agents or owners arising out of, relating to, or connected in any way with COMTEC shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to AAA’s applicable rules and procedures; (2) the arbitration shall be held in Chicago, Illinois and apply Illinois law; (4) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (5) if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the AAA’s rules and procedures, then the remaining portion of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the unenforceable or conflicting provision were not contained herein. This section shall survive the expiration or termination of this Agreement for any reason whatsoever. It is expressly understood that Customer is giving up its right to be part of a class action or to join its claims with others by entering into this Agreement. Customer is also waiving any right it has to have its claims heard in a court of law by agreeing to arbitration.

rev 13AP15 

E-mail: sales@comtecltd.com