Standard Terms and Conditions of Sale

These Standard Terms and Conditions of Sale (“Terms”) govern the conditions under which Stauber Performance Ingredients, Inc (“Stauber”) will sell products to customer (“Customer”), and Customer will purchase products from Stauber. These Terms supersede any inconsistent terms and conditions in any documentation submitted by or on behalf of Customer to Stauber. No change, addition, or modification of any of these Terms shall be valid or binding unless agreed to in writing.

1. Compliance with Laws. Customer and Stauber shall adhere to all applicable federal, state, and municipal laws, rules and regulations.

2. Credit Approval. All orders are subject to current credit approval. From time to time, Stauber may review Customer’s creditworthiness. Customer agrees to provide Stauber with all credit information reasonably requested, and Customer represents and warrants to Stauber now, and each time Stauber places an order, that all information Customer has provided is true and correct, and that Customer has not omitted any information necessary to make the information not misleading. Stauber may refuse to accept any order or refuse shipment if Customer does not meet Stauber’s current credit requirement or fails to timely pay invoices when due.

3. Limited Warranty. Stauber warrants that the products covered hereunder will conform strictly to applicable specifications, and that upon payment, title to the products shall be transferred to Customer free and clear of all liens. In the event of a breach of warranty, Stauber will, without cost to the Customer, at Stauber’s option, either (i) furnish replacement product or (ii) grant a credit to Customer’s account in the amount of Customer’s net purchase price of such defective product. Defects in the products caused by third parties, acts of God, and abnormal use of the products unrelated to Stauber’s activities are specifically excluded from the coverage of this warranty.

THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER REMEDIES. THESE ARE THE ONLY REMEDIES OF CUSTOMER FOR ANY BREACH OF WARRANTY OR OTHER CLAIM. STAUBER’S TOTAL LIABILITY ARISING OUT OF THE SUPPLYING OF PRODUCTS, OR THE USE OF THE PRODUCTS, WHETHER ON WARRANTIES OR CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY CUSTOMER TO STAUBER FOR THE PRODUCTS AND IN NO CASE SHALL STAUBER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES.

4. Payment Terms. Standard payment terms are net-30 from the date of invoice; unless, Stauber and Customer agreed to different payment terms. No claim, defense, set-off, or counterclaim arising under any other agreement shall be asserted against payment due.

5. Hardship. If raw material costs to produce or transport the products significantly increase, Stauber reserves the right to pass on the entire cost of the increase, or some portion thereof, in the form of a surcharge for as long as the conditions persist.

6. Force Majeure. In the event either Customer or Stauber is unable to perform its obligations, either in whole or in part, under these Terms as a result of an Act of God, or any other condition or cause beyond its reasonable control (these causes being referred to as “Force Majeure”), the quantities so affected shall be eliminated from these Terms without liability, but these Terms shall otherwise remain unaffected.

7. Severability. If the final judgment of a court of competent jurisdiction declares any portion of these Terms to be invalid or unenforceable, then these Terms shall be modified to the minimum extent necessary to bring the remainder of these Terms into compliance.

8. Non-Waiver. Failure of Stauber or Customer to exercise any right under these Terms on one occasion shall not be deemed a waiver of its right to exercise the same right on another occasion.