TERMS AND CONDITIONS OF SALE

Entire Agreement – This document sets forth the terms and conditions on which Resolite® (formerly CO-EX Corporation) is willing to sell to the purchaser (“Purchaser”) the products and/or services (“Products”) set forth on the sales order.  Purchaser confirms that the Products are suitable for the intended application(s), Resolite®'s (formerly CO-EX Corporation) commencement of or promise of shipment of the Products shall constitute acceptance by Purchaser of a contract on the terms and conditions stated herein. Notwithstanding anything to the contrary contained in this document or any of Purchaser’s forms, this sale is expressly conditioned on the terms and conditions set forth in this document and no others. Resolite® (formerly CO-EX Corporation) rejects any offer embodying contrary terms and conditions and, in such case, these terms and conditions shall constitute a counter-offer by Resolite® (formerly CO-EX Corporation). This document, with all attachments, constitutes the entire agreement concerning this order between Resolite® (formerly CO-EX Corporation) and the Purchaser. No waiver or modification or additions to the terms and conditions of this document shall be valid unless in writing and signed by Resolite® (formerly CO-EX Corporation) and the Purchaser; this order must be accepted in writing by Purchaser. If for any reason Purchaser should fail to accept such in writing, any conduct by Purchaser that recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Purchaser of this order and all of its terms and conditions.

Payment – Upon credit approval, invoices will be dated as of the date of the shipment, and unless otherwise agreed, are payable net cash thirty (30) days after the date of invoice. LATE CHARGES AT THE RATE OF THE LOWER OF 1 ½% PER MONTH OR THE HIGHEST RATE PERMITTED BY LAW MAY BE CHARGED ON PAST DUE ACCOUNTS. All payments shall be made in United States currency. Payment terms on the front of this document shall override these payment terms. Resolite® (formerly CO-EX Corporation) may suspend shipment of Products to Purchasers whose accounts are past due at no penalty to Resolite® (formerly CO-EX Corporation).

Taxes – Purchaser is responsible for all federal, state or local sales, use or excise tax imposed with respect to the products.

Delivery – Resolite® (formerly CO-EX Corporation) will use its reasonable efforts to deliver Products on or before the estimated delivery date. Resolite® (formerly CO-EX Corporation) will notify Purchaser if the estimated delivery date(s) cannot be honored. Unless otherwise noted on the front of this document, shipments will be made F.O.B. Resolite® (formerly CO-EX Corporation) Factory, Wallingford, Connecticut, and title to, and risk of loss for the Products passes to Purchaser upon delivery to carrier. When a carrier is not indicated by Purchaser, or “best way” is indicated, Resolite® (formerly CO-EX Corporation) will determine the shipping method. In no event will Resolite® (formerly CO-EX Corporation) be held liable for any damages or expenses caused by delays in delivery.

Warranties: Any warranties associated with the Products are documented by separate of each and included with the Products. EXCEPT AS EXPRESSLY PROVIDED HEREIN, Resolite® (formerly CO-EX Corporation) GIVES NO OTHER WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH PRODUCTS SOLD HEREUNDER, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE SPECIFICALLY DISCLAIMED IN CONTRACT AND TORT LAW.

Damaged Goods – All Products damaged during shipment must be promptly reported to Resolite® (formerly CO-EX Corporation) and all claims must be made with the freight carrier in accordance with such carrier’s policies and procedures. Claims for Products damaged during shipment are not covered under the Warranties provision described herein.

Exclusion of Liability – IN NO EVENT WILL Resolite® (formerly CO-EX Corporation) HAVE ANY LIABILITY WITH RESPECT TO THIS ORDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT WILL Resolite® (formerly CO-EX Corporation) HAVE ANY LIABILITY TO THE PURCHASER IN CONNECTION WITH ANY PRODUCTS IN EXCESS OF THE PURCHASE PRICE FOR SUCH PRODUCTS.

Force Majeure – Resolite® (formerly CO-EX Corporation) shall not be responsible for non-performance or delays due to any causes beyond Resolite® (formerly CO-EX Corporation) reasonable control, including but not limited to delays of vendors or carriers, fire, government or regulatory actions or otherwise. Any such delays shall effect a corresponding extension of Resolite® (formerly CO-EX Corporation) estimated delivery date.

Controlling Law – This agreement shall be governed exclusively by the laws of the State of Connecticut, U.S.A., (without regard to the laws that might be applicable under principles of conflicts of law, and without regard to the jurisdiction in which any action or special proceedings may be instituted) as to all matters, including but not limited to matters of jurisdiction, validity, construction, effect and performance. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement. Purchaser hereby consents to the jurisdiction of the federal and state courts located in the State of Connecticut in connection with any dispute that may arise hereunder, and Purchaser hereby waives any objections it may have to the jurisdiction or venue of such Connecticut courts.

Arbitration – If the Purchaser is located outside of the United States, then, in the event of any dispute under this document, Resolite® (formerly CO-EX Corporation) may, in its sole discretion, give notice to the Purchaser that such dispute shall be resolved by arbitration under the then current rules of the American Arbitration Association. Purchaser hereby consents to such arbitration upon notice from Resolite® (formerly CO-EX Corporation). The arbitration shall be held and the award shall be deemed to be made in the city of Hartford, Connecticut. The arbitration shall be conducted in the English language and the laws of the State of Connecticut shall apply to all matters in dispute and procedure. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof.

Changes/Cancellation – Resolite® (formerly CO-EX Corporation) will attempt to accommodate all requests to re-schedule this order, but reserves the right to deny such request if, in its sole judgement the request unreasonably delays the shipping date. Request to cancel this order will not be honored once production has begun. Cancellation requests made prior to commencement of production, but after raw materials are ordered to fill this order, shall be permitted only after negotiation of a mutually agreed upon cancellation fee.

Intellectual Property – Resolite® (formerly CO-EX Corporation) retains all ownership and other rights to all patents, trademarks, copyrights, trade secrets and other intellectual property rights related to the Products, and except for the right to use the Products, the Purchaser obtains no rights to use any such intellectual property or information.

Patent Infringement – In the event any Product hereby sold is used by the Purchaser in a manner causing unauthorized patent infringement, Purchaser shall hold harmless and indemnify Resolite® (formerly CO-EX Corporation) as to any and all damages and costs for which Resolite® (formerly CO-EX Corporation) may become liable because charged with contributing to or inducing said infringement, provided that said infringement is not caused solely by the construction or composition of the Products.

Government Contracts – Resolite® (formerly CO-EX Corporation) shall not be bound by the terms of any government contracts to which Purchaser may be a party.

Miscellaneous – (a) Should any of the provisions herein be declared by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of the remaining provisions; (b) all of the terms herein shall apply to additional quantities of Products ordered by Purchaser, except to the extent that such additional quantities are covered by a new written agreement.