The following Terms and Conditions of Sale (the “Terms”) shall apply to the sale of Products and performance of any separate Services provided by ARCHITECTURAL POLYMERS, LLC or any of its affiliates (collectively “Seller”) to the buyer whose name and address is set forth on any Sales Quotation, Sales Order, Invoice or other document issued by Seller related to the sale of Products or performance of Services (“Buyer”).   These Terms, together with any Sales Quotation, Sales Order, Invoice, and any other document issued by Seller related to the sale of Products or performance of Services shall comprise this “Agreement”.

1. Acceptance of Terms. Seller’s offer to Buyer and Seller’s acceptance of any order received from Buyer is made expressly conditional upon Buyer’s agreement to all of the Terms contained herein and upon no other Terms.  Buyer’s agreement to the Terms shall be conclusively presumed from the first to occur of: (i) Buyer’s execution of any document containing the Terms; (ii) Buyer’s notice to proceed, instructions to Seller regarding any Products or Services it is ordering, or approval of any drawing or other information related to the Products or Services; or  (iii) acceptance of delivery of any Product ordered from or Services performed by Seller. Seller hereby objects to any terms or conditions at variance with, different from or additional to the Terms unless such terms and conditions are hereinafter set forth in a writing signed by Seller.  Seller specifically objects to incorporation of any contract documents agreed to by Buyer with its customer or prepared by the project owner unless the specific contracts documents specific to Seller’s Products or Services are identified in one of the documents constituting the Agreement.   Any subsequent submission of an order or similar document by Buyer concerning the Products or Services shall constitute an unqualified acceptance of these Terms notwithstanding terms and conditions in said order or other document to the contrary, and any reference in any document constituting the Agreement to any order or other communication from Buyer is only for the purpose of identifying the Products or Services.   Anything herein to the contrary notwithstanding, no amendment, waiver, modification or deletion of any of the Terms shall be deemed effective unless such amendment, waiver, modification or deletion shall have been approved and accepted in writing by a duly authorized officer of Seller. 
2. Prices. All prices will be quoted in U.S. Dollars FCA (Incoterms 2020) at the Seller’s manufacturing plant in Pennsylvania or other location where any Services are to be provided. Unless otherwise indicated herein, the prices specified do not include any taxes, and all such excise taxes, sales and use taxes, value-added taxes, customs fees, duties and other charges now or hereinafter applicable to this transaction shall be paid by Buyer. Shipping charges will be added onto the Invoice when Buyer requests that the carrier be contracted by Seller. A reasonable handling charge may be added by Seller to the cost of all Products regardless of shipping method. 
3. Payment Terms. Terms of payment are as set forth on the Sales Quotation, Sales Order, Invoice or other document issued by Seller related to the sale of Products or performance of Services.   Once accepted, this Agreement may not be cancelled under any circumstances by Buyer except with Seller’s prior written approval.  Buyer shall be responsible for payment of the full amount of the Order if it wrongfully cancels this Agreement and shall be entitled to receive all Products that have been completed.  Seller may extend to Buyer credit terms as expressly set forth in the Agreement. Failure to make payment in accordance with the terms of the Agreement shall constitute a material breach of the Agreement and shall result in interest being charged to Buyer at the lower of eighteen percent (18%) per annum or the maximum rate permitted by law on the unpaid balance until paid in full.  Interest shall be due even if not separately invoiced by Seller and all payments shall first be applied to interest and then to the principal amount due.  Interest shall accrue at the same rate prior to and following the entry of any award or judgment.  Buyer’s obligation to make payment is absolute and unconditional, regardless of any set-off, counterclaim, defense or other right which Buyer may have or claim against Seller. 
4. Shop Drawings.

4.1  The final approval of the Seller’s shop drawings shall be the sole responsibility of Buyer.  The approved shop drawings shall supersede any separate or inconsistent requirements in any plans, specifications or other document issued or provided by Buyer and the Products shall be supplied in accordance with the approved shop drawings.  Buyer shall assume all risk and responsibility of any deviation between the approved shop drawings and any other document by which Buyer might be bound to its customer or otherwise.

4.2  Buyer agrees that quoted lead times or delivery dates are contingent on the date Seller returns the approved shop drawings to Buyer.  Buyer shall be responsible for all delay in obtaining approved shop drawings that is not caused by Seller.  Buyer shall cooperate with Seller in timely providing any information or answers to questions that are necessary for Seller to complete the shop drawings.

4.3  Additional work beyond the scope of producing standard shop drawings may be charged to the Buyer at Seller’s standard hourly rate of $150.00 per hour and at Seller’s reasonable discretion.  Additional work includes, but is not be  limited to: (a)  Redoing or revising shop drawings due to errors in original documentation supplied by Buyer; (b) Producing 2D line work and 3D models on products where the Buyer has previously agreed to supply CAD or 3D models, but failed to do so; and (c) services which are not directly related to the production of Seller’s Product, such as coordination drawings, elevation layouts, renderings and form assemblies or other documents prepared at the request of Buyer.

5. Title, Security Interest, Risk of Loss and Delivery. Title to the Products passes from Seller to Buyer at the time payment is made in full.  To the extent that any Product is sold on credit, Buyer grants a security interest to Seller in the Product until the agreed price has been fully paid.  Buyer shall sign such security documents and financing statements as required by Seller.  Buyer will pay all costs of filing any financing, continuation or termination statement with respect to the purchase money security interest created hereby, and Seller is hereby irrevocably appointed Buyer’s attorney in fact to do all acts and things which Seller may deem necessary to perfect and continue the perfection of its purchase money security interest in the Products.  If Buyer fails to make payments in accordance with the agreed terms, Seller may at its election exercise all rights to recover all amounts owed and/or for repossession and other rights available to a secured party under the applicable laws.  Risk of loss shall transfer to Buyer upon delivery.   Loss or damage that occurs during shipping is the responsibility of Buyer.  Buyer shall notify Seller within five (5) business days after receipt of the Products regarding shipment shortages, defects or the receipt of non-conforming goods. Failure to do so will constitute conclusive proof that the Products were delivered without defect, error or fault and in conformance with the requirements of this Agreement and Buyer waives all claims to the contrary.  Buyer shall be prepared to accept delivery in accordance with the delivery schedule agreed to by the parties or if there is no agreed to delivery schedule upon completion of the Products, and Buyer shall be responsible for a reasonable storage charge if Buyer does not accept the Products in a timely manner and Seller is required to store the Products.   

6. Intellectual Property Rights. Seller reserves all patent, copyright, proprietary design, manufacturing, reproduction and sale rights to all Products that Seller manufactures and sells.  Buyer may not obtain trademark or copyright protection for any products, trademarks or other intellectual property sold by Seller.  Nothing contained in this Agreement shall be considered a work for hire.   To the extent that Buyer pays all amounts due and owing under this Agreement, Seller provides Buyer with a non-exclusive and freely transferable license to any intellectual property necessary for use of the Products.

7. Warranty, Warranty Period, Limitation of Liability, Waiver of Subrogation

7.1.  Seller warrants that the Products shall be free from defects in materials and workmanship, including latent defects, as of the date that Buyer takes delivery of the Products (the “Warranty”). THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR PARTICULAR PURPOSE.

7.2.  Except as otherwise provided in the Agreement, the Warranty shall be effective for the period beginning on the date that Buyer takes delivery of the Products and ending on the date thirty (30) days thereafter (the “Warranty Period”).  In the event that the Products are found to be defective in material or workmanship, or otherwise not in conformity with the Agreement, within the Warranty Period, Seller will promptly cure such defect or nonconformity, at its option, by repairing or replacing the defective or nonconforming Products, without cost or delay to Buyer. If such defect or nonconformity is not promptly cured, Buyer’s sole and exclusive remedy shall be recovery of the full purchase price of the defective or non-conforming Products. BUYER EXPRESSLY AGREES THAT THIS REMEDY CONTAINED IN SELLER’S WARRANTY IS THE SOLE AND EXCLUSIVE REMEDY AGAINST SELLER, AND THAT UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR ANY OTHER LOSSES OR EXPENSES, INCLUDING BUT NOT LIMITED TO ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, CONTINGENT OR PUNITIVE DAMAGES WHATSOEVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHERWISE. This warranty is void and Seller disclaims all liability if Buyer alters or misuses the Products, or uses the Product in a manner which is inconsistent with Seller’s guidelines or industry practices or standards, especially in terms of required liner storage, failing to properly season each first liner prior to the first casting, or failing to apply AP’s form oil product between uses. Seller shall have no responsibility for any defect caused by or arising from any casualty event not caused by Seller, normal wear and tear, repairs and modifications made without Seller’s approval, and Buyer’s failure to properly handle and store the Products.  Buyer shall immediately discontinue use of the Products after a defect has been recognized by Buyer.   Any damage to a Product that results from Buyer’s continued use of a Product after a defect has been recognized by Buyer is Buyer’s sole responsibility and Seller shall have no responsibility to repair or correct any damage that results from Buyer’s continued use of a Product after a defect has been recognized by Buyer.  Buyer shall be liable to Seller for all expenses incurred by Seller if Seller determines at any time and in its reasonable discretion that the repair or replacement of any Product or Services is not covered under the Warranty.

7.3   The parties agree to waive the right of subrogation against each other and all of their suppliers and separate contractors and their subcontractors for any loss or damage covered by insurance, whether maintained pursuant to this Agreement or otherwise.

8.     Indemnity.   To the fullest extent allowed by law, each party (“Indemnifying Party”) agrees to indemnify, hold harmless, and defend (collectively “Indemnify”) the other party, the other party’s affiliates, and each of their respective directors, officers, employees, contractors, and agents (each an “Indemnitee”) from and against any and all claims, demands, costs, losses, liabilities, lawsuits, or other proceedings of any kind or nature, including, but not limited to, personal injury, death and property damage, brought or threatened by any third party, including an Indemnitee’s and the Indemnifying Party’s own employees, contractors, and agents, and to pay all of each Indemnitee’s costs and expenses, including but not limited to, any judgment, amounts paid in settlement, fines, penalties, forfeitures, reasonable attorneys’ fees, expert’s fees, and court costs, through final appeal, to the extent arising out of, resulting from, caused by, or in connection with the Indemnifying Party’s breach of this Agreement, negligence or other tortious conduct, or violation of any Law.  The Indemnifying Party will not be liable for any personal injuries, death, or property damage to the extent that it is caused by an Indemnitee’s breach of this Agreement, negligence or other tortious conduct, or violation of any Law.  The parties’ obligation to Indemnify any Indemnitee shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnifying Party under worker’s or workmen’s compensation acts, and the parties will Indemnify any Indemnitee for any indemnified claim arising out of injuries to the Indemnitor’s own employees.  The prevailing party in any action to enforce an obligation under this section shall be entitled to recover its reasonable attorney’s fees, expert’s fees, costs and expenses incurred in such action. 
9.     Compliance with Laws. Each party shall comply with all applicable laws, ordinances and regulations, whether local, state, federal or international in nature (collectively “Law(s)”).  Buyer shall obtain and maintain at its own expense any governmental approval, consent, license, permit or other authorization necessary to the performance of this Agreement and use of the Products.  Buyer agrees that it shall comply with all export regulations of the United States of America governing the re-sale or re-export of the Products.  Buyer hereby certifies to Seller that the Products shall be used only in the United States of America and shall not be resold or re-exported from the United States of America unless in full compliance with the Export Administration Regulations of the United States of America (as amended, superseded or modified from time to time). 
10.   Force Majeure. Neither party shall be liable for any failure to perform under this Agreement resulting from any cause beyond the reasonable control of the impacted party, including, but not limited to, an act of God, casualty event, utility disruption, natural disaster, epidemic, pandemic, health emergency, war, lockout, strike or labor dispute, riot or civil commotion, act of the public enemy, enactment, rule, order or act of civil or military authority, acts or omissions of the other party or its separate contractors or suppliers, or any act beyond the reasonable control of the impacted party. 
11.   Notices. All notices, acceptances, requests and other communications shall be in writing and shall be deemed to have been duly given if delivered personally or by expedited delivery service or mailed by certified or registered mail, return receipt requested, or by some other form of courier service, or by email or facsimile with proof of receipt, to the parties at the address or contact set forth for each of them on any document that is part of this Agreement, or to such other address as any party hereto shall designate to the other party in writing in accordance with this Section. 
12.   Applicable Law, Jurisdiction, Venue, Disputes.  This Agreement shall be construed, interpreted and governed in accordance with the laws of the Commonwealth of Pennsylvania without regard for conflicts of law provisions. Both parties irrevocably agree to submit themselves to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Pennsylvania and further agree and consent that service of process may be made upon the parties in any legal proceeding relating to this Agreement by any means allowed under federal or Pennsylvania law, and that any judgment and/or award rendered by any court may thereafter be entered for enforcement in any court in the Commonwealth of Pennsylvania or other court maintaining jurisdiction, and that such judgment and/or award shall be binding on all parties. Neither party shall assert that such Courts lack personal jurisdiction over the parties or request a transfer of venue from such Courts on the basis of improper venue or inconvenience.  The parties consent to the transfer to such Courts, upon request, of any claim, action or proceeding brought in any other court, forum or tribunal.  Notwithstanding the above, nothing in this Agreement shall prevent either party from joining the other to a suit or proceeding commenced by a third party and this section shall not apply to resolution of any claims between the parties pending in such suit or proceeding.   The parties agree that the prevailing party in any dispute shall be entitled to recover from the defaulting party its reasonable attorney’s fees, expert’s fees, costs and expenses incurred in such action, whether at the trial court or appellate court level.  The provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods (as amended, superseded or modified from time to time) shall not govern the rights and obligations of the parties under this Agreement. 
13.   Severability. If any provisions of this Agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or its application to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and the remainder of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. 
14.   Miscellaneous.  Neither party may assign this Agreement, in whole or in part, without the express written consent of the other party, which shall not be unreasonably withheld or delayed. This Agreement sets forth all of the promises, covenants, agreements, conditions and understandings of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect hereto. This Agreement may not be changed, altered or amended except in writing signed by both parties. No provision of this Agreement and no right or obligation of either party under this Agreement may be waived except by an instrument in writing signed by the waiving party.  No waiver of any default, remedy or course of conduct shall operate as a waiver of any other prior or subsequent default, whether of the same or a different nature.   Each party hereto warrants and represents that it has the full authority, capacity and power to enter into this Agreement and that the signatories to this Agreement and on all documents related to this Agreement are specifically authorized and legally permitted to execute said documentation on behalf of such party and that upon execution, this Agreement shall become a binding obligation on each party.   This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.  This Agreement may be executed by signatures transmitted electronically. 
15.   Survival.  Notwithstanding the expiration or earlier termination of this Agreement, any provision of this Agreement that must naturally and logically survive the expiration or termination of this Agreement in order to give it full meaning and effect, shall be deemed to survive the expiration or termination of this Agreement.