Standard Terms and Conditions

1. ACCEPTANCE OF TERM AND CONDITIONS. The sale of products (“Products”) by Ludlow Composites Corporation (Seller”) to Buyer hereunder are subject to these Terms and Conditions. Buyer accepts these Terms and Conditions by accepting delivery of the Products covered by this Invoice and by the placement of any future orders for Products with Seller. No modifications of or additions to these Terms and Conditions shall be effective as against Seller unless specifically agreed to in writing by an authorized representative of Seller. Seller considers any provisions in conflict with these Terms and Conditions contained in any prior or subsequent order or communication from Buyer to be material and hereby objects to such provisions.

2. PAYMENT TERMS. All Orders must be Pre-Paid - major Credit Cards are accepted.

3. ACCEPTANCE OF PRODUCTS. The furnishing by Seller of Products to Buyer shall constitute acceptance of the Products by Buyer unless notice of default or nonconformity is received by Seller in writing within thirty (30) days of receipt of the Products at Buyer’s designated shipping address. Notwithstanding the foregoing, any use or further sale of the Products by Buyer, its agents, employees or customers, for any purpose, shall constitute acceptance of those Products by Buyer.

4. LIMITED WARRANTIES. Seller warrants that the Products will conform to Seller’s standard specifications and will be free from defects in material and workmanship for a period of one (1) year from the date of shipment (the “Warranty Period”). EXCEPT AS SET FORTH IN THIS PARAGRAPH, SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ALL EXPRESS AND IMPLIED WARRENTIES. SELLER MAKES NO WARRANTY OF MERCHANTABILITY AND NO WARRANTY THAT THE PRODUCTS SHALL BE FIT FOR PARTICULAR PURPOSE.

5. WARRANTY REMEDIES. In the event that any of the Products sold hereunder fail to comply with the warranty set forth in the previous paragraph. Buyer may return such Products to Seller, freight prepaid. Buyer’s sole and exclusive remedy for breach of warranty relating to Products shall be, at Seller’s election, (1) Seller’s repair or correction of the non-conformance or defect, (ii) Seller’s furnishing customer, without charge and f.o.b. Fremont, Ohio, with a replacement for the nonconforming or defective Products, or (iii) Seller’s reimbursement to Buyer for the pro-rated purchase price of the non-conforming or defective Products. Seller shall not be liable for defects caused by abuse or misuse of its Products. Except for Seller’s direct cost in repairing, correcting or replacing any non-conforming or defective Products, Seller shall not be liable for any other expense in connection with the repair, correction or replacement of any Product or for any special, consequential, exemplary damages.

6. LIMITATION OF LIABILITY. Buyer acknowledges that the price of the Products is predicated on the enforceability of the following limitation of liability, that the price would be substantially higher if Seller could not limit its liability as herein provided and that Buyer accepts this limitation of liability in exchange for a lower price. SELLER SHALL HAVE NO LIABILITY TO CUSTOMER FOR LOST PROFITS OR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE ACTUAL PRICE PAID TO SELLER FOR THE NON-CONFORMING OR DEFECTIVE PRODUCT. This limitation of liability may not be altered except by agreement in writing signed by a duly authorized officer of Seller.

7. SECURITY INTEREST. Seller retains a security interest in the Products until final payment is received therefor and shall have all of the rights of a secured party under the Uniform Commercial Code.

8. JURISDICTION, VENUE AND TIME FOR BRINGING CLAIMS. All claims arising from the sale of the Products hereunder, including any claim for breach of these Terms
and Conditions shall be brought within one (1) year from the date that the cause of action arises, or within two (2) years from the date of the sale of the Products, whichever is shorter. Buyer hereby consents to and submits to the jurisdiction of the courts of the State of Ohio and further consents to venue of any such proceeding in the Common Pleas Court of Sandusky, Ohio, or the United States District Court for the Northern District of Ohio, Western Division, based upon the location of Seller’s principal place of business.

9. APPLICABLE LAW. This transaction shall be deemed to have been made and entered into and shall be construed and enforced in accordance with the laws of the State of Ohio. All terms which are defined in the Uniform Commercial Code as adopted in the State of Ohio shall have the same meaning herein as in such Code.

10. ENTIRE AGREEMENT. These Terms and Conditions constitute the entire agreement between the parties. No modifications of or additions to any of these Terms or Conditions shall be effective as against Seller unless specifically agreed to in writing by an authorized representative of Seller.