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ORBIS Corporation Sales Terms and Conditions

Quotations and Prices: All quotations are invitations for offers to purchase, not
offers to sell, are subject to acceptance within 30 days or as otherwise stated on
the quotation, and may be changed or withdrawn prior to receipt of notice of
acceptance.

Acceptance, Governing Provisions and Cancellation: No orders for products or services
of ORBIS (hereinafter called “Seller”), shall be binding upon Seller until
accepted in writing by an authorized official of seller at its home office in
Oconomowoc, Wisconsin. Each order is subject to these terms and conditions and
acceptance by Seller is expressly conditioned on Purchaser’s assent to such terms
and conditions. Different or additional terms or conditions are hereby objected to
and no other terms or conditions will be binding on Seller unless specifically agreed
to in writing. Failure of Seller to object to any purchase order or other communication
from a Purchaser shall not be deemed acceptances thereof or a waiver of these
conditions. Any contract for sale by Seller shall be governed by and construed
according to the laws of the State of Wisconsin. No order accepted by Seller may
be modified, canceled or terminated without Seller’s prior written consent.

Errors and Variances: All clerical errors in Seller’s Quotations, acknowledgments,
shipping documents, and invoices are subject to correction, and such errors do not
relieve Purchaser of obligations. All quantities shown on such documents are subject
to variance by plus or minus 3% or 2,000 units, whichever is less, without
price or other adjustment.

Collect and Third Party Freight: Delivery of products to a carrier at Seller’s plant or
other shipping point shall constitute delivery to Purchaser, and title shall pass to
purchaser at that time at the quantities and condition listed on Bill of Lading. Bill
of Lading signed by carrier at Seller’s designated shipping point constitutes proof of
title transfer from Seller to Purchaser. All risk of loss or damage in transit shall be
borne by Purchaser.
Seller may make delivery in installments, unless otherwise expressly stipulated in
the contract for sale, and each installment shall be separately invoiced and paid for
when due per invoice, without regard to subsequent deliveries. Delay in delivery of
any installment shall not relieve Purchaser of obligations to accept subsequent
deliveries. Seller shall not be liable for any damage as a result of any delay due to
any cause beyond Seller’s reasonable control. Delivery dates shall be extended for a
period equal to any time lost by reason of any such delay.

Storage: If products are not shipped within 15 days after notification to the
Purchaser that they are ready for shipping, for any reason beyond Seller’s control,
including Purchaser’s failure to give shipping instructions, Seller may store such
products at the Purchaser’s risk in a warehouse or yard or upon Seller’s premises,
and the Purchaser shall pay all handling, transportation and storage costs at the
prevailing commercial rates upon submission of invoices.

Payment Terms: The net amount of an invoice shall be due and payable in one
installment according to the terms printed on the invoice and the date of shipment.
Seller may demand full or partial payment in advance before proceeding with the
contract. If payment in full of any invoice is not made by or before the net due
date, Purchaser agrees to pay a service charge on the unpaid balance at the lower
of one and one-half percent (1 1/2%) per month (i.e. 18% per annum), or the maximum
rate permitted by law from the due date until the invoice and all service
charges thereon have been paid in full. Purchaser shall pay all collection fees,
including attorney’s fees, incurred by Seller while attempting to collect past due
invoices.

Taxes and Other Charges: Any manufacturer’s tax, retailer’s occupation tax, use tax,
sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or
charge of any nature whatsoever, imposed by any governmental authority, on or
measured by any transaction between Seller and the Purchaser (other than taxes on
or measured by Seller’s net income) shall be paid by Purchaser in addition to the
prices quoted or invoiced. If Seller is required to pay any such tax, fee or charge,
Purchaser shall reimburse Seller therefore.

Prices Quoted Assume Floor Loading: Packaging requirements on palletized shipments
are subject to a wood pallet charge issued at time of invoice. Shipments
will be packaged to meet international laws and regulations to the extent that
Purchaser orders correct packaging from Seller and notifies Seller in writing of
applicable packaging instructions and requirements, including, but not limited to,
the final destination of goods. Purchaser is liable for any costs associated with
packaging shipments to meet such laws, regulations, and requirements, and such
costs will be charged to the customer at time of invoice. Seller is not liable for
costs, delays, or damage caused by any failure by Purchaser to notify Seller of any
packaging or shipment requirements.

Warranty: Seller warrants its products to be free from defects in materials and workmanship
for a period of one year from date of shipment by Seller. If within such
period any such product is proved to Seller’s satisfaction to be so defective, such
product shall be repaired or replaced at Seller’s option. Seller’s obligation is limited
to such repair and replacement and conditioned upon Seller’s receiving written
notice of any alleged defect within the warranty period and no more than 10 days
after its discovery and, at Seller’s option, return of such products or parts to Seller,
f.o.b. its factory. This warranty shall not apply to products or parts repaired or
altered by others than Seller so as, in its judgment, to affect them adversely or subjected
to negligence, accident, damage by circumstances beyond Seller’s control,
improper use or exposure to excessive heat or ultraviolet radiation, or to other than
normal use or service. With respect to parts not manufactured by Seller, the warranty
obligations of Seller shall in all respects conform and be limited to the warranty
actually extended to Seller by the supplier.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER
EXPRESS AND IMPLIED WARRANTIES WHATSOEVER INCLUDING BUT NOT LIMITED
TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. Seller shall not be subject to any other obligations or liabilities
whatsoever with respect to its products or services or any undertakings, acts
or omissions relating thereto.

Return of Products: Products may be returned to Seller for credit only when
Purchaser obtains Seller’s written permission in advance. Returns authorized at
Purchaser’s liability are to be returned to the original shipping point, freight prepaid
by the Purchaser. A restocking charge, the greater of 20% of the sales value of the
return or $25.00, will be deducted from the credit issued by seller. Returns authorized
at the Seller’s liability will be returned on the Seller’s specified carrier to the
Seller’s specified destination.

Return of Special Colors or Specifications: Items made to special color and/or
particular specifications of Purchaser are not subject to return.

Consequential Damages: Purchaser shall indemnify Seller against all claims arising
out of alleged infringement of patents, designs, copyrights or trademarks with
respect to any goods manufactured to Purchaser’s specifications. Anything to the
contrary herein contained notwithstanding, Seller shall not be liable for any
consequential, contingent or incidental damages whatsoever.

Multiple Shipping Locations: Individual orders for the same product, to be
drop-shipped to the same customer at more than one location, are subject to the
price for the total quantity ordered. Shipments to locations in excess of three (3)
will have a $50.00 order/invoicing charge added to each additional invoice.

Freight Rate Quotations: Freight rates quoted by ORBIS are considered to be our
best estimate at the time of quotation. ORBIS is unable to guarantee that the actual
freight rates at the time of shipment will be the same as quoted. ORBIS reserves
the right to adjust quoted freight rates to the rate in effect at the time of shipment.

FOB Terms: All products are shipped F.O.B point of origin of shipment. Unless otherwise
requested by Purchaser, goods will be shipped Prepaid and Add via carrier of
Seller’s choice. Prepaid shipping and handling costs will be billed at current
rates. Seller will not provide copies of carrier freight invoices to Purchaser. If
Purchaser specifies carrier, ORBIS does not guarantee shipment in four (4) days.

 

2010 © Property of ORBIS Corporation
Created 06/07 (v2)
Revised 03/01/2008, 02/05/09, 05/19/09, 09/10/09