Structural Composites of Indiana, Inc.

Standard Terms and Conditions of Sale

1. Applicability. Unless otherwise specifically stated in the offer to sell goods submitted herewith (“Price Quotation”), these Terms and Conditions establish the rights, obligations and remedies of Structural Composites of Indiana, Inc. (“Seller”) and Buyer, which apply to this offer and any resulting order. All production and sales by Seller are subject to these Terms and Conditions. Seller hereby rejects any and all Terms and Conditions on Purchase Orders or any other documents which purport to reject or modify these Terms and Conditions for production and sales unless specifically agreed to in writing signed by an authorized officer of Seller. Any Seller Price Quotation is null and void if any purchase order or other document responding to or referencing a Seller Price Quotation is found to modify these Standard Terms and Conditions. All Seller Price Quotations are based upon the quantities and expected production schedules set forth in the Quotation. Actual monthly sales volumes that are significantly lower than the quantities set forth in the Price Quotation may, at Seller’s option and upon reasonable notice, void the Price Quotation and any Purchase Order referencing or based on such Price Quotation and allow Seller to requote the work or the product.

2. Acceptance. The issuance of purchase order documents against this offer shall constitute an acceptance of the offer and not a counteroffer and shall create a contract of sale (hereinafter referred to as “Contract”), subject to final credit approval and acknowledgement by Seller. Provisions contained in the purchase order documents issued against this offer which materially add to or subtract from the provisions are hereby rejected and of no force or effect unless specifically agreed to by Seller in a written acknowledgement signed by an authorized officer of Seller. 

3. Delivery, Title and Risk of Loss. Delivery shall be FOB Seller’s plant, and all costs for transportation shall be borne by the Buyer, except where otherwise indicated in the Price Quotation or other agreement signed by an authorized officer of Seller. Except as otherwise expressly agreed in writing by Seller, title and risk of loss of or damage or delay to the goods supplied under this Contract shall pass to Buyer when Seller delivers the goods to the carrier designated by Buyer. Buyer shall contact Seller within seven days of receipt of all goods delivered hereunder to report any product defect or variation from specification. Buyer’s failure to inspect the product within seven days of receipt, or to contact Seller within seven days to report a defect or specification variation or Buyer’s use of the product or delivery to the Buyer’s customer, will serve to void all warranties, expressed or implied, and waive all of Seller’s liabilities for any and all injury or damage to Buyer, Buyer’s Customer or any third party, caused by product defects or failure to follow product specifications. 

4. End Use. Determination of the suitability of the goods purchased by Buyer for the use contemplated by Buyer or Buyer’s customer is the sole responsibility of Buyer or Buyer’s customer, whichever the case may be, and Seller shall have no responsibility in that connection. Buyer assumes all risk and liability for loss, damage or injury to property of Buyer and others arising out of the use or possession by Buyer of the goods furnished to Buyer by Seller hereunder. 

5. Warranty and Limitation of Liability. Except as otherwise specifically set forth herein, Seller warrants only that the goods to be supplied shall conform to the description of specifications stated in Buyer's Specifications and Buyer represents and warrants by its purchase of goods hereunder that Buyer's Specifications are true, complete and accurate in their description of Buyer's needs and Buyer acknowledges that Seller has complied with the production of goods in conformity with said Buyer’s Specification. Except as otherwise specifically set forth in this Contract, THIS WARRANTY IS IN LIEU OF ALL OTHER WRITTEN OR UNWRITTEN, EXPRESSED OR IMPLIED WARRANTIES AND SELLER EXPRESSLY DISCLAIMS ANY EXPRESSED OR IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR APPLICATION OF THE GOODS SUPPLIED. Except as otherwise specifically set forth in this Contract, Seller shall not be liable for any incidental or consequential damages and Buyer's exclusive remedy and Seller's sole responsibility is limited to, at Seller’s option: 

1) Replacement or refund of the purchase price of all goods shown to Seller's satisfaction to be other than as warranted;

2) Payment to Buyer not to exceed the purchase price of the specific goods for which damages are claimed. 

Buyer waives all rights against Seller for any damages to its property or that of a third party, or for injury to any person, however caused, except where such damages or injury is proximately caused by the sole negligence of Seller, its agents, subcontractors, employees, or other representatives, and in no event shall Seller’s total liability exceed the purchase price of the products shown to be defective. 

If Seller has not designed/engineered the product, Buyer accepts all liability for design and engineering of the product(s) sold hereunder and hereby holds Seller harmless for any claim, damage or injury caused by flaws or errors in the product’s design. 

6. Price. The product or service pricing set forth in the Price Quotation are based on the designs and specifications provided by the Buyer and upon the order volumes set forth therein. Design and/or specification changes may affect the cost of production and will void the Price Quotations and any Purchase Orders based thereon unless reaffirmed by Seller in writing. No automatic “price downs” or price reductions will be honored by Seller unless specifically agreed to in a writing signed by an authorized officer of the Seller. 

7. Payment. Unless otherwise specifically agreed to in a Price Quotation or other document executed by both parties, standard payment terms on all orders are payment in full due no later than thirty (30) days from the date of product shipment.   ACH transfer is the preferred method of payment although payment by company check received by Seller no later than the due date is also acceptable. Buyer may be assessed a late payment fee plus interest in the event that payments are not received by the due date. 

8. Confidentiality. Both Buyer and Seller may each be exposed to confidential, proprietary information of the other. Each agrees to treat with respect the confidentiality of such information and not to use or disclose such confidential information without the express, written permission of the disclosing party. This duty to maintain confidentiality shall be maintained for a minimum of three (3) years from the time of disclosure of the information. This confidentiality duty shall not extend to information that is already known to the receiving party or generally available to the public or to which the receiving party otherwise receives the information from a third party who has the right to use and disclose the information. This confidentiality provision shall not prohibit the receiving party from disclosing the information upon a judicial or regulatory demand.

9. Choice of Laws
. The validity and interpretation of the sale and purchase transaction between the parties, including these terms and conditions, shall be governed by the laws of the State of Indiana but without reference to the principles of the choice of laws or conflicts of laws. 

10. Cancellation. Unless otherwise set forth in the Price Quotation or agreed upon in writing signed by an authorized officer of Seller, either Seller or Buyer may cancel the Price Quotation and Purchase Order upon ninety (90) days written notice. Upon notice of cancellation, Buyer may request Seller to produce a “bank” of product prior to the effective date of cancellation so long as such bank fits within Seller’s production volume limits and so long as such “banked” products are paid in full no later than the effective date of cancellation. Upon cancellation, Seller shall make available to Buyer any special tooling used in the production of products for Seller so long as such tooling has been paid in full by Buyer and so long as all other amounts due Seller have been paid in full.