TERMS AND CONDITIONS OF SALE

All orders are subject to the terms appearing herein, including but not limited to the warranty information in Paragraph 8, and Purchaser agrees to be bound thereby. No modifications or additions shall be binding upon UNITED SOFT PLASTICS, INC., its subsidiaries, or parents (hereafter referred to as “UNITED SOFT PLASTICS”) unless expressly consented to in writing.

1. Prices Prices are subject to change without notice. Prices prevailing at the time of shipment will apply.

2. Delivery and Risk of Loss Delivery of goods to a common carrier or licensed trucker shall constitute delivery to Purchaser, and all risk of loss or damage in transit shall be borne by Purchaser.

3. Partial Shipments UNITED SOFT PLASTICS reserves the right to make delivery in installments. All such installments may be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of its obligation to accept remaining deliveries.

4. Credit UNITED SOFT PLASTICS reserves the right at any time to revoke any credit extended to Purchaser for failure to pay for any goods when due, or for any other reason deemed sufficient by UNITED SOFT PLASTICS.

5. Carrier Damage or Loss UNITED SOFT PLASTICS assumes no responsibility for loss or damage caused by a common carrier. Any evidence of damage to materials or packaging, or of loss, must be noted on the carrier’s receipt, and claim should be made promptly against the carrier.

6. Order Cancellation Orders shall not be cancelable by Purchaser for delays in delivery or other causes until ten (10) days after written notice of such intention has been received by UNITED SOFT PLASTICS. Purchaser shall be obligated to accept any portions of goods shipped or delivered during such period. Orders for custom-made material may not be canceled unless UNITED SOFT PLASTICS agrees in writing.

7. Fair Labor Standards Act Compliance We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and with regulations and orders of the United States Department of Labor issued under Section 14 thereof.

8. IMPORTANT WARRANTY INFORMATION

UNITED SOFT PLASTICS warrants that all goods manufactured and delivered by UNITED SOFT PLASTICS will conform to the kind and quality described on the order confirmation or invoice.

Should any failure to conform to this warranty appear, Purchaser must make a claim in writing within ten (10) days of receipt of the allegedly defective shipment. Any claim not made in writing within this period shall be deemed waived.

Upon timely notification and substantiation that the goods were stored and maintained in accordance with UNITED SOFT PLASTICS’s recommendations and standard industry practice, UNITED SOFT PLASTICS will, at its option, correct non-conformities by repairing any defect or supplying replacement goods F.O.B.

In no event shall UNITED SOFT PLASTICS be liable in contract or tort for any special, indirect, incidental, or consequential damages, including but not limited to loss of profits, revenue, goodwill, or claims of Purchaser’s customers.

The remedies set forth herein are exclusive, and UNITED SOFT PLASTICS’s total liability, whether in contract, tort, or otherwise, shall not exceed the price of the defective goods repaired or replaced.

This warranty is exclusive and in lieu of all other warranties, written, oral, or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose.

The remedies provided above shall be the sole remedies of Purchaser and Purchaser’s customers, whether based on contract, tort (including negligence or strict liability), or otherwise.

9. Governing Law and Jurisdiction Any controversy or claim arising out of or relating to an order or breach thereof shall be governed by and construed in accordance with the laws of the State of Georgia. The State of Georgia shall be the exclusive forum for purposes of jurisdiction over any such controversy or claim.

10. Price Validity UNITED SOFT PLASTICS reserves the right to cancel or renegotiate pricing if merchandise is not invoiced and paid within 360 days of the order date.

11. Payment Terms Purchaser agrees to make all payments promptly when due and further agrees to pay a 1.82% per month service charge on all unpaid invoices past due, together with all costs incidental to collection, including reasonable attorney’s fees.

12. Cancellation and Returns In the event of Purchaser’s cancellation of an order without fault on the part of UNITED SOFT PLASTICS, Purchaser agrees to pay a cancellation charge of 25%.Custom-made materials may not be returned. No materials may be returned without written authorization, and all authorized returns may be subject to a minimum restocking charge of 25%.

13. Force Majeure UNITED SOFT PLASTICS shall not be liable for any delays or failure to perform due to causes beyond its reasonable control, including but not limited to fires, strikes, labor disputes, wars, civil unrest, epidemics, floods, accidents, transportation delays, material shortages, or government actions. Such causes shall extend the time for performance. If performance remains prevented after a reasonable period, UNITED SOFT PLASTICS may terminate undelivered portions without liability.

14. Quantity Variance UNITED SOFT PLASTICS will make every effort to ship exact quantities required but reserves the right to over-ship or under-ship by up to ten percent (10%).

15. Payment Methods Terms of payment are described on each invoice. UNITED SOFT PLASTICS accepts payment by check, cash, or wire transfer to any of UNITED SOFT PLASTICS’s designated bank accounts.

16. Sole Terms All orders are expressly conditioned upon Purchaser’s acceptance of these terms. No additional or deviating terms shall become part of any order unless a written acceptance signed by an officer of UNITED SOFT PLASTICS is issued to Purchaser.

Acceptance or retention of goods for ten (10) days or use of goods at any time after receipt constitutes Purchaser’s acceptance of these terms without condition or qualification.

17. Entire Agreement These terms represent the entire agreement between the parties. Any provision found unenforceable shall be ineffective only to that extent, without invalidating the remaining provisions. UNITED SOFT PLASTICS’s failure to enforce any provision shall not waive its right to enforce it later.

Buyer agrees that merchandise remains the property of UNITED SOFT PLASTICS, INC. until fully paid for and is responsible for any collection charges. A service charge of 1.5% per month (18% APR) may be applied to overdue balances.