Terms and Conditions govern all sales by Seal It Services, Inc. dba Bond It (“Bond It”), a Delaware corporation, and/or its divisions, subsidiaries, and affiliates (hereinafter alternatively referred to collectively as “Bond It” to any buyer (“Buyer”) shall be governed exclusively by these Bond It Standard Terms and Conditions (“This Agreement”). The provisions of all purchase orders from Buyer, except for the quantity and description of the products, shall be deemed null and void. All sales are final. No agreement between Bond it and Buyer shall create a third party beneficiary agreement.

1. PRICE. All price quotations are made and orders accepted on the basis of Bond It’s prices in effect at the time of shipment, except as otherwise specifically agreed in writing by Bond It. All prices are subject to change without notice. Any taxes or fees that Bond It may be required to pay or collect will be charged to Buyer. Unless otherwise stated prices do not include insurance, duties, taxes, and similar charges. All payments shall be made in United States funds.

2. TERMS. Terms of payment are net 30 days from the date of invoice except as otherwise stated in a written agreement signed by an authorized officer of Bond It. Past due accounts shall: (a) bear interest at the rate of one and
one-half (1½) per cent per month, an 18% annual rate, or if less the maximum rate permitted by applicable law, and (b) include reasonable collection costs (including legal fees and expenses) payable as incurred by Bond It.

3. SHIPPING AND DELIVERY. Bond It shall have no responsibility to obtain or maintain insurance with respect to product sold to Buyer (“Product”), and risk of loss and all responsibility of Bond It with respect to Product shall cease when it has been delivered to the appropriate carrier for shipment to Buyer, properly addressed or with the proper bills of lading attached, whether or not freight is prepaid. Unless specific shipping instructions are received from Buyer substantially before the shipment date, Bond It reserves the right to use its judgment in selecting the means of shipment or delivery.
Additional shipping costs incurred at the request of Buyer will be charged to Buyer. Shipping dates given by Bond It in advance of actual shipment are estimates only.

4. WARRANTY. (a) Bond It warrants that during the twelve months after delivery to Buyer, or for the shelf life of the Product specified by Bond It if such shelf life is shorter than 12 months, the Product will be substantially free from defects in materials and workmanship. Bond It will replace or repair any Product which shall prove to be materially defective, providing Buyer shall have reasonably inspected Product received and notified Bond It of any apparent defects within 30 days of receipt. At Bond It’s option Buyer may be credited for the price charged for the defective product in lieu of replacement or repair. This warranty is for the benefit of, and must be exercised directly by, Buyer only, and shall not convey any rights whatsoever to any third party. Bond It makes no warranty with respect to, and shall not be liable for, any defects that are caused by the processing of Product after delivery to Buyer, by the integration of Product into or with other products, or any other actions taken or caused by Buyer or its customers. BOND IT MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS THE EXISTENCE OF ANY OTHER WARRANTY WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. BOND IT SHALL NOT IN ANY EVENT BE LIABLE TO BUYER FOR DAMAGES RESULTING FROM THE SALE TO BUYER, RESALE BY BUYER OR USE OF ANY PRODUCT IN ANY AMOUNT GREATER THAN THE PURCHASE PRICE RECEIVED BY BOND IT FOR SUCH PRODUCT.

(b) Product delivered by Bond It shall not be considered defective if it is in accordance with specifications or drawings agreed upon in writing between Bond It and Buyer, or in the absence of any such written agreement, with Bond It’s internal specifications (“Specifications”). No allowance will be granted for any repairs made by Buyer without written consent of Bond It.

(c) Bond It shall not, in any event, be liable for any consequential, incidental or special damages, punitive damages, or costs or expenses in the event of any breach of warranty or in the event of any default in any term herein or in the event of any loss, damage, injury or cost resulting from or arising out of or in respect of any Product.

(d) Except as Bond It may otherwise agree in a separate writing signed by an authorized officer, Bond It makes no representations or warranties, express or implied, regarding compliance (including, without limitation, notification and/or registration) in the manufacture, distribution in commerce, processing, use, or disposal of any Product, or the constituent substances thereof, with the U.S. Toxic Substance Control Act, the regulations put into effect thereunder or any similar statute or regulation, as the same may be amended from time to time; including in the above disclaimer, without limitation, representations and warranties regarding inclusion of said materials or substances in the various lists compiled by the U.S. Environmental Protection Agency and/or state authorities under any of the aforesaid acts and/or regulations.

(e) European Union Reach Compliance. Buyer warrants, represents and undertakes to Bond It that it will promptly provide Bond It such information as may reasonably be required from time to time in order to obtain and maintain REACH Compliance with respect to the Products and that it shall comply with its obligations under REACH. This includes, but is not limited to, (a) information on hazardous properties, regardless of the intended uses; and (b) any other information that may call into question the validity or appropriateness of the risk management measures identified in Bond It’s safety data sheets. Compliance with this section shall be a material obligation under these terms.

5. CLAIMS AND RETURNS. No Product will be accepted for credit by Bond It if it is substantially in accordance with the Specifications. All claims for shortages, non-conforming Product or poor quality must be made in writing within 30 days of receipt. No return shall be shipped to Bond It except after securing written instructions from Bond It. Bond It shall have the sole right to determine whether returned articles or parts shall be repaired or replaced. Bond It agrees to assume transportation costs for defective or nonconforming articles or parts in an amount not to exceed normal truck common carrier shipping charges within the continental United States, provided, however, that if Bond It’s inspection discloses that the returned article or part does not require repair or replacement, Bond It’s usual charges will apply and Buyer shall assume shipping charges. Damage incurred at Buyer’s location such as in the process of inspection, handling, and repackaging shall be the sole responsibility of Buyer.

6. LIABILITY FOR LOSS, DAMAGE, OR DELAY. Bond It shall not be liable for any loss or damage suffered by Buyer resulting directly or indirectly from, or through, or arising out of any delay in filling an order or in shipment or delivery of any Product, or resulting directly or indirectly from or through delay arising out of any of the following: fire, flood, natural disaster, strike, accident, civil commotion, riot or war, shortage of labor, fuel, materials or supplies, regulations, priorities, orders or embargoes imposed by any civil or military government; or any other cause or causes (whether or not similar to the foregoing) beyond the reasonable control of Bond It.

7. ADVICE AND OTHER SERVICES. Buyer agrees that Bond It will not have control over the design, testing or labeling of any product produced using Bond It’s Products, and that Buyer is not relying on any representation or statement made by, or on behalf of, Bond It with respect to the suitability of any Product for any purpose, or on any advice, recommendation or information obtained from Bond It’s product literature or websites, including any design aid or other service made available by Bond It. Buyer has tested and investigated the Products enough to form an independent judgment concerning their suitability of the use, conversion or processing intended by Buyer and will not make, and hereby waives, any claim against Bond It based on Bond It’s advice, statements, information, services or recommendations.

8. CANCELLATION, ALTERATION OR DELAY REQUESTED BY BUYER. Requests by Buyer to cancel or alter an order or to stop work or delivery temporarily or permanently must be made in writing, and any purported acceptance by Bond It of any such request must be evidenced by the manual signature of an authorized officer of Bond It in order to be enforceable against Bond It. Bond It reserves the right to accept or refuse any such request and to set additional charges and other conditions under which a request is granted. Any such additional charges will be due and payable 30 days after notification of Buyer by Bond It. All Product, parts or materials ordered or held by Bond It at Buyer’s request shall be at the risk and expense of Buyer. Bond It, at its option, may invoice Buyer for all costs and expenses resulting from such a request. Such invoices shall be due and payable 30 days from issuance.

9. TOOLS, DIES, DESIGNS, DRAWINGS, JIGS, AND FIXTURES. Bond It shall retain ownership, possession and control of all tools, dies, designs, drawings, Specifications, jigs, and fixtures prepared for the manufacture of Product subject to any order except where other written arrangements are specifically made between Bond It and Buyer. Bond It shall not be responsible for problems resulting from errors in artwork, drawings, and/or Specifications supplied or approved by Buyer.

10. UNDERSHIPMENTS – OVERSHIPMENTS. Bond It reserves the right to over-ship or under-ship any order for standard products by any amount not to exceed five (5) percent of the amount ordered. For custom products, Bond It will ship within +/- ten (10) percent of the quantity ordered. Orders will be considered complete when shipped within these ranges. Payment to be based on the actual amount of Product shipped.

11. PATENTS, TRADEMARKS, AND COPYRIGHTS. Bond It shall indemnify Buyer for damages for infringement of patents, trademarks or copyrights relating to Product sold hereunder which are solely the products of Bond It’s design, and Buyer shall so indemnify Bond It for products that are solely of Buyers’ design. Neither party shall be liable to indemnify the other unless the party seeking indemnification is determined by a court of competent jurisdiction to be liable for infringement as aforesaid. No indemnity shall apply to liability resulting from the manner of use of the Product by Buyer or others or from combining the Product with any other items. Each party shall give the other reasonable notice of any claim or infringement to which this indemnity applies and offer to allow the other to defend any suit resulting therefrom; otherwise, the party to whom notice of infringement is given shall not be liable, directly or indirectly, for any damages from such infringement. Anything herein to the contrary notwithstanding, any claim for indemnification shall be subject to the limitations set forth in the last sentence of subparagraph 4(a) and in subparagraph 4(c).

12. SUSPENSION OF PERFORMANCE. If Buyer makes an assignment for the benefit of creditors, or a petition shall be filed by or against Buyer under any bankruptcy or insolvency law, or if Buyer admits its inability to pay its debts as they come due or if a trustee, receiver or liquidator is appointed for any part of the assets of Buyer, or if Bond It has reasonable grounds for insecurity as to due performance by Buyer, then Bond It’s obligation to perform hereunder shall immediately cease, unless Bond It thereafter otherwise agrees in writing with Buyer, Buyer’s trustee, receiver or representative. Charges to Buyer shall be governed by the provisions of Paragraph 8.

13. REPRODUCTION RIGHTS, NONDISCLOSURE. Drawings, Specifications, reports, photographs, materials, information, and other data of Bond It relating to this order and all proprietary rights and interests therein and the subject matter thereof (“Proprietary Information”) shall remain the property of Bond It (which term, for purposes of this paragraph only, shall include any and all a liates of Bond It). Buyer agrees that it will not, without the prior written consent of Bond It evidenced by the manual signature of an authorized officer of Bond It: (i) use Proprietary Information for the production or procurement of Product covered by this order or any similar product from any other source, (ii) reproduce or otherwise appropriate Proprietary Information, or (iii) disclose Proprietary Information or make it available to any unauthorized third party, in each case without obtaining Bond It’s prior written consent evidenced by the manual signature of an authorized officer of Bond It. Buyer shall cause its employees, agents and others having access to Proprietary Information to be aware of, and to abide by, the terms of this paragraph. The parties acknowledge that damages at law may be an inadequate remedy for the breach or threatened breach by this paragraph 13, and that in the event of such a breach or threatened breach Bond It’s rights hereunder may be enforced by injunction or other equitable remedy in addition to and not in lieu of its rights to damages at law.

14. CONFLICTING TERMS. These terms and conditions, along with the Specifications, constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede all oral or written agreements and understandings with respect thereto. No terms in addition to or that conflict with these terms and conditions or the Specifications that are contained in any document produced by Buyer shall be binding upon Bond It unless agreed to in a document bearing the manual signature of an authorized officer of Bond It. If a purchase order, acceptance, confirmation or other communication from Buyer includes any term or condition contrary to, or in addition to, the terms and conditions stated herein or in the Specifications, Buyer’s acceptance of the Product and services which are the subject hereof shall constitute Buyer’s complete and unconditional assent to the terms hereof unless buyer clearly instructs Bond It in writing, prior to acceptance of the Product, to cancel the order. Buyer’s communication of contrary or additional terms and conditions following acceptance of the Product shall be construed as an offer to supplement and/or amend Bond It’s terms and conditions. Such offer shall be deemed rejected unless accepted by Bond It in a document bearing the manual signature of an authorized officer of Bond It.

15. ELECTRONIC TRANSACTIONS. Buyer and Bond It agree to conduct the transactions governed by these terms and conditions by electronic means except as to matters where a manual signature of an authorized Bond It officer is required hereby or as to matters which would increase Bond It’s liability hereunder (including without limitation its warranty liability under paragraph 4), in which case an amendment or waiver complying with the terms of paragraph 18 bearing the manual signature of an authorized officer of Bond It shall be required.

16. SECURITY INTEREST. Bond It shall retain a security interest in all Product until payment in full of the purchase price thereof by Buyer. Buyer authorizes Bond It to file a financing statement covering any and all such Product at any time that Bond It determines in its discretion that past or future sales to Buyer should be made on a secured basis.

17. REMEDIES. Upon default by Buyer, Bond It shall have the rights and remedies of a seller under the Uniform Commercial Code or other applicable law. Ten days’ notice shall constitute reasonable notice of Bond It’s intention to sell Product at public or private sale.

18. COMPLIANCE WITH LAW. Buyer represents, warrants, and undertakes to Bond It that it will comply fully with all application law, including export control, economic sanctions, and anti-boycott laws and regulations of the Unites States, European Union, and EU Member States, including obtaining all required licenses for any export/re-export of the Products, and that is not subject to sanctions or export control restrictions under these laws
and regulations.

19. DATA PROTECTION AND PRIVACY. In the event the parties receive any personal data according to the regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals
with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation”, GDPR) (hereinafter the “Privacy Regulations”). Each party warrants that any such personal data will be collected, processed, and used in accordance with the applicable privacy policies and requirements of the Privacy Regulations. For more information on Bond It’s Privacy Policy, please consult www.bonditusa.com

20. MISCELLANEOUS. These terms and conditions shall be effective from the date of Buyer’s purchase order. Any unenforceable provision hereof shall be reformed to the extent necessary to permit enforcement thereof.
Any amendment or waiver of any provision hereof may be made only by a written instrument executed or agreed to by Buyer and an authorized officer of Bond It. No delay or omission on the part of either party in exercising any right hereunder shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any other or further exercise thereof or the exercise of any other right. No waiver of any breach shall operate as a waiver of any other breach or of the same breach on a future occasion.
Notices are deemed given when received, regardless of the means of transmission. These terms and conditions shall be construed in accordance with the laws of Delaware. In the event that notwithstanding the foregoing choice of law a court shall determine that the United Nations Convention on Contracts for the International Sale of Goods (“UN CISG”) applies to transactions subject to these terms and conditions, provisions hereof that conflict with the UN CISG shall control.`