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  1. ACCEPTANCE OF PURCHASE ORDER: These Terms and Conditions of Sale together with our acknowledgement of order (together, the "Agreement") constitute an acceptance by MAX WEISS CO., LLC ("Seller") to provide the goods described on your ("Buyer") purchase order (the "Products"), subject to the terms and conditions below and in our acknowledgement of order. Seller's agreement to sell the Products is limited to the terms of this Agreement. Buyer shall be deemed to have made an unqualified acceptance of this Agreement on the earliest to occur of the following: (a) failure by Buyer to notify Seller in writing of any objection which Buyer may have to any provision of this Agreement within 5 days of receipt hereof; (b) Seller's first delivery of the Products; or (c) any other event constituting acceptance under applicable law. Any acceptance, confirmation, purchase order or the like sent by Buyer with respect to this sale which states additional or differing terms from this Agreement shall operate as an acceptance of all terms and conditions hereof, and all such additional or differing terms sent by Buyer shall be deemed proposals for material modification hereof, to which notice of objection is hereby given, and they shall not become part of this Agreement without Seller's express written assent thereto.

  2. PRICE: All prices are FOB Seller’s plant unless otherwise specifically set forth on the face side hereof. Prices stated are subject to change without notice in the event of (i) alterations in specifications, quantities, designs, or delivery schedules and/or (ii) increases in the cost of fuel, power, material supplied, or labor.

  3. PAYMENT: Buyer shall pay Seller 100% of the invoice within 30 days from the date of invoice. Seller has the right to charge a late payment charge of the lesser of 18% per annum or the maximum annual rate allowed by law on any past due amounts. If Buyer does not pay any amount due, Seller may, without prejudice to Seller's other lawful remedies: (a) declare immediately due and payable all Buyer's obligations to Seller, (b) change credit or other terms for future deliveries, (c) suspend or discontinue any further deliveries until Buyer pays all overdue amounts, or (d) repossess the Products. Buyer agrees to reimburse Seller for all costs and fees incurred in collecting any sums owed to Seller, including reasonable attorneys' fees.

  4. DELIVERY: Unless otherwise agreed to, delivery dates are approximate and subject to material availability. Seller shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God. Seller has the option to apply carrying charges, based on actual costs, to any unshipped balance after completion of the Agreement shipment period.

  5. LIMITED WARRANTY; DISCLAIMER OF OTHER WARRANTIES: Seller warrants to Buyer that, at the time of delivery, the Products comply with the specifications stated in Buyer's purchase order. Buyer must make claims for breach of warranty in writing within one year of the date of delivery and within 10 days after discovery of breach. Buyer's failure to make such claim within such time frames shall constitute Buyer's irrevocable acceptance of the Products and Buyer's acknowledgment that the Products fully comply with this Agreement. Seller shall, at its option, either replace at its expense any Products proved to Seller's reasonable satisfaction to be in breach of this section or refund to Buyer any of the purchase price received by Seller for such Products. Such warranty shall not apply in cases of damage in transit, negligence, abuse, failure to follow Seller's instructions, improper storage, accident, misuse, neglect or alteration by any party other than Seller or by physical environment. SELLER'S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT SHALL BE LIMITED AND SHALL IN NO EVENT EXCEED THE PURCHASE PRICE RECEIVED BY SELLER FOR THE DEFECTIVE PRODUCTS. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF SALE, OR FOR LIABILITY ON THE BASIS OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER SHALL HAVE BEEN ADVISED IN ADVANCE OF THE LIKELIHOOD THEREOF.

  6. FORCE MAJEURE: Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes or other labor unrest, embargoes and other governmental actions or regulations that would prohibit a party from ordering or furnishing Products or performing any other aspects of the obligations hereunder. This section shall not apply to Buyer's payment obligations hereunder.

  7. TERMINATION: Seller may, upon written notice to Buyer, immediately terminate this Agreement and any further obligations to make shipments hereunder if Buyer fails to comply with the terms of this Agreement including (without limitation) in the event that Buyer becomes insolvent or bankrupt, is more than 45 days delinquent in payments to Seller, or fails to sign this Agreement within 30 days of the date of this Agreement. Buyer may not cancel or modify this Agreement except upon terms accepted in writing by Seller. If Buyer cancels or modifies this Agreement, Buyer shall compensate Seller for all costs and damages resulting therefrom, including (without limitation) lost profits, allocable overhead, commodity market losses and all other incidental and consequential damages.

  8. PRODUCT RETURNS: Buyer may not return Products except upon terms accepted in writing by Seller.

  9. MISCELLANEOUS: No change, modification or amendment of this Agreement shall be binding upon the parties unless the same shall be in writing and signed by or on behalf of the parties hereto. No waiver of or failure or omission to enforce any term or provision of this Agreement or any right or claim arising hereunder shall be deemed to be a waiver of any other term or provision hereof or any other right or claim arising before, concurrently with or after any such waiver, failure or omission or any event giving rise to any right or claim so waived or unenforced. Neither party shall assign this Agreement without the prior written consent of the other party. This Agreement shall bind and inure to the benefit of Seller and Buyer and their respective successors and assigns. The laws of the State of Wisconsin shall govern the rights and obligations of the parties hereunder without regard to conflict of laws principles. Any cause of action, claim, suit or demand by either party shall be brought in a state or federal court situated in the State of Wisconsin. Both parties irrevocably admit themselves to and consent to the jurisdiction of said court. This Agreement constitutes the final written expression of the terms between the parties and is a complete and exclusive statement of those terms.

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