SCHIPPERS AMERICA, LLC — TERMS OF SALE

1. Acceptance and Cancellation. Schippers America LLC, a Delaware limited liability company, d.b.a., Schippers USA (“Supplier”) expressly limits acceptance of any quote (any such quote, the “Quote”) or purchase order (any such purchase order, the “PO”) between Supplier and its customers (any customer purchasing products or services from Supplier pursuant to these Terms, the “Customer(s)”, and such products or services being, the “Products”)) pursuant to the terms of these Terms of Sale (the “Terms”). No inconsistent or additional terms contained in any acceptance, purchase order or other form from Customer shall be binding upon Supplier, the terms set forth herein shall hereby replace all such other terms and conditions of Customer, which are hereby specifically rejected, unless otherwise approved in writing by Supplier. All Quotes shall be accepted by Customer by returning a signed copy of the face page of the Quote or a signed PO referencing any such Quote. Where work commences pursuant to any Quote by Supplier after receipt of Customer’s prepayment, if any, the parties agree such acts constitute acceptance of such Quote in lieu of Customer’s signature and Supplier shall have full rights to rely on such payment as acceptance of such Quote by Supplier. Furthermore, by taking delivery of the Product(s), Customer shall be conclusively deemed to have accepted and assented to these Terms. Once accepted, a Quote cannot be cancelled by Customer except on terms that will reimburse Supplier for all costs/expenses/damages incurred by it in the acceptance and performance of such Quote prior to its cancellation. Supplier reserves the right to reject any order, within (10) days after receipt of complete specifications, without liability. Acceptance by electronic signature, as well as electronic delivery, receipt and other electronic transmissions will be subject to the Iowa Uniform Electronic Transaction Act, Iowa Code Section 554D.101, et.seq.

2. Entire Agreement. These Terms constitute the entire agreement between the parties. There are no oral agreements between the parties affecting these Terms. These Terms supersede and cancel any and all previous negotiations, arrangements, letters of intent, proposals, agreements and understandings, whether written or oral, between the parties with respect to the Quote or PO to which these Terms are attached. Any conflict between these Terms and the Quote or PO to which it is attached, the provisions of these Terms shall control unless the Quote or PO specifically references a section or term that it amends or supersedes.

3. Prices. Customer’s pricing for the Products are determined by Supplier and set forth on its Quote or PO. Customer shall be responsible for all freight and transportation costs incurred to deliver the Products to Customer. Unless otherwise agreed, Supplier shall be responsible for coordinating all transportation and shall directly pay and advance all such freight and transportation costs on behalf of Customer. Thereafter, Supplier shall invoice Customer for all such freight and transportation costs and expenses. All prices, specifications, and discounts now in effect, or hereinafter issued, are subject to change without notice. Until a specific order is accepted by Supplier, prices set forth in Quotes are subject to change without notice. Product orders may not be cancelled once accepted by Supplier. Supplier reserves the right to correct any clerical or mathematical errors. Supplier’s prices are strictly confidential, and Customer shall not use or disclose such prices without Supplier’s prior written consent. The sales price does not include applicable taxes or transportation charges, unless so specified, and Customer is solely liable for same. State and local tax will be charged on all orders unless a resale certificate is on file. Prices quoted are based on materials cost at the time of such Quote. Any increase in materials cost between the time of Quote and the time the order is placed will be passed on at cost.

4. Force Majeure. Any delay or failure in the performance by either party hereunder, except for Customer’s payment obligations, shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of these Terms, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism. accident, restraint of government, governmental acts, injunctions, or labor strikes that prevent Supplier from furnishing the materials or equipment, and other like events that are beyond the reasonable anticipation and control of the party affected thereby, despite such party’s reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a party’s failure to perform its obligations under these Terms. If, at any time, in Supplier’s opinion there is a period of shortage of supply of the Product(s) for any reason, Supplier may allocate its inventory between Customer and Supplier’s other customers in its sole discretion with no liability on Supplier’s part for failure to deliver the quantity or any portion thereof specified on any order, and Customer waives any right to assert a Claim against Supplier in respect thereof.

5. Delivery. Unless otherwise specified, the price included in the Quote or PO does not include shipping charges, but is for a single shipment, without storage and all costs or expenses incurred regarding any other shipment arrangements shall be the sole responsibility of Customer. Quotes are based on continuous and uninterrupted delivery of complete orders, unless specifications distinctly provide otherwise. Charges related to delivery from Customer to Supplier, or from Customer’s supplier to Supplier, are not included in any Quotes unless specified. Title for finished Products shall pass to the Customer from Supplier upon Supplier loading the Products at Supplier’s plant, dock, or place of business. Supplier’s responsibility for the shipment ceases with shipment from its plant, dock, or place of business. Customer assumes full responsibility and liability for compliance with federal, state, municipal or local regulations governing the unloading, discharge, storage, handling, and the use of the Products supplied by Supplier hereunder. Customer is responsible for checking all Products to ensure that the correct volume, concentration levels, and type of Products have been received. Any shortage, excess, mis-shipment, or defect in any Product must be reported to Seller within fifteen (15) days of receipt of the Product(s) by Customer. Supplier shall not be responsible for any Claim for shortages or failure to meet specifications after this time. In case of bulk carload or tank car shipments, Supplier’s weight shall govern absent manifest error. The Products shall not be returnable to Supplier without Supplier’s written permission.

6. Claims and Limitation of Remedies. All claims for defects, damages, shortages, or that a Product does not meet required specifications, all of which claims must be made with specificity, must be made by Customer in writing and must be received by Supplier within fifteen (15) days after shipment of all or any part of the order. Notwithstanding the foregoing, in no event shall any claim be allowable after any Product has been repackaged, processed, altered or combined with any other material in any manner, and any claim or action, regardless of form, arising out of the sale or delivery of the Product(s) hereunder, may not be commenced by Buyer more than one (1) year after the occurrence of the event giving rise to such claim or cause of action. Customer must receive a Return Material Authorization Number prior to returning any products to Supplier. Failure to make such claim within the stated period shall constitute irrevocable acceptance of the Products and an admission that they fully comply with all terms, conditions and specifications. In the event Supplier acknowledges the claimed defects, damage or shortages, Supplier’s liability shall be limited to the repair or correction of the defective products, replacement of the defective or damaged products, or credit for such damaged or defective products at the price charged to the Customer for such products, but in no event shall the Supplier Group’s (defined below) liability for damages exceed the purchase price of the particular delivery with respect to which such damages are claimed, which is further subject to an affirmative obligation of the Customer to mitigate its damages. The selection of the applicable remedy shall be in the sole discretion of Supplier. Customer agrees not to allow any products supplied by Supplier to be examined, analyzed, or assessed by a third party without the express written consent of Supplier. If Customer is in default of any term or condition of these Terms, Supplier may, at its option, without waiving its right to terminate these Terms, defer further shipments hereunder until such default is remedied or, in addition to any other right or remedy at law or in equity, Supplier may decline further performance of these Terms. Supplier may furthermore delay or refuse to ship the Product(s) to Customer if Customer is in breach of any provision of these Terms, or if in Supplier’s opinion the delivery or use of the Product(s) may result in an environmental, health or safety danger or hazard.

7. LIMITATION OF LIABILITY. SUPPLIER’s LIABILITY OR CLAIM OF ANY KIND FOR ALL BREACHES OF ANY TERMS, CONDITIONS, OR OBLIGATION(S) OF THESE TERMS, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE, SHALL BE LIMITED TO THE PRICE QUOTED TO CUSTOMER AND SHALL IN NO EVENT INCLUDE INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST SALES OR PROFITS, COSTS OF REPAIR OR REPLACEMENT, LOSS OF USE OF OR DAMAGE TO ANY SUBSTANCE COMBINED WITH OR INTEGRATED INTO THE PRODUCT, COSTS OF SUBSTITUTE PRODUCTS, INJURY TO BUSINESS REPUTATION, LOSS OF MARKETING OPPORTUNITIES OR EXPENDITURES, OR CLAIMS BY CUSTOMERS OF THE CUSTOMER. SUPPLIER ASSUMES NO OBLIGATION OR LIABILITY FOR ANY TECHNICAL ADVICE GIVEN BY SUPPLIER OR ITS SUPPLIERS WITH REFERENCE TO THE USE OF THE PRODUCTS OR THE RESULTS WHICH MAY BE OBTAINED THEREFROM, AND ALL SUCH ADVICE IS GIVEN AND ACCEPTED AT CUSOMTER’S SOLE RISK. THIS LIMITATION IS AN ESSENTIAL TERM OF THIS QUOTE, AND IS SEPARATE FROM AND IN ADDITION TO THE LIMITATION OF REMEDIES OF PARAGRAPH 6, ABOVE.

8. Representations, Warranties, Covenants. Each party represents, warrants, and covenants (as applicable) to the other party that (i) it has full right and authority to enter into these Terms and the transaction contemplated thereby, and (ii) such party’s actions under these Terms or the transactions contemplated thereby will not violate the rights of any third-party and shall at all times be in compliance with all applicable law. Customer further represents, warrants, and covenants (as applicable) to Supplier that it shall use the products and services (i) solely for their intended use, (ii) only in accordance with the instructions, guidelines, labels or terms and conditions provided by Supplier to Customer, or otherwise located on the Supplier’s website or other related materials (if any); (iii) in accordance with all federal, provincial and local laws and regulations governing the storage, use and maintenance of the Product(s); and (iv) using best industry standards. Customer further hereby acknowledges there may be hazards associated with the possession and use of the Product(s) and its containers and shall assume all liability resulting from, or in any way connected with, its storage, possession, transportation, handling, resale or use or its or their suitability for any particular use. Customer acknowledges the hazardous nature of the Product(s), and that it has a duty to warn, protect and train (as appropriate) all persons who may be exposed to these hazards. Customer also acknowledges that, if Supplier ever starts to provide Customer with appropriate Safety Data Sheet(s) or other similar information sheets (such safety or information sheets, a “SDS”), that the Product(s) must not be handled or used without first consulting the SDS. Customer will ensure that all of its employees and all other persons who might become exposed to the Product(s) receive and refer to copies of such SDS. Customer specifically acknowledges and agrees that the use of any Products or services not in accordance with their instructions or the terms of these Terms or any Quote or PO shall be a breach of these Terms and Supplier shall not be responsible for any damages resulting from such actions. Customer covenants that it shall not modify, self-help repair, tamper with or perform any similar operation on the Products or use such Products in any manner outside their intended purpose. Customer acknowledges and agrees that any indication that Customer breached these representations, warranties or covenants gives Supplier the right, in its sole discretion, and without limiting its remedies, to invalidate the warranty.

9. Indemnity. Customer expressly agrees that it shall defend, indemnify and hold harmless Supplier, and its affiliated companies and their respective employees, directors, officers and agents (the “Supplier Group”), from any and all loss, cost, expense and damages, including but not limited to court costs and reasonable attorney fees, on account of any and all manner of claims, demands, actions and proceedings that may be instituted against Supplier or others by reason of (1) Customer’s breach of any term, covenant, representation, or warranty of these Terms (including without limitation, the improper use, storage, or handling of Supplier’s Products), (2) Customer’s use, handling, storage, transportation or resale of the Products, or (3) anything whatsoever that might prejudice the securing to Supplier or its assigns of the full benefit of the rights herein granted.

10. DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFIED IN THESE TERMS, SUPPLIER MAKES NO WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, CAPACITY, SUITABILITY, OR MERCHANTABILITY OF ANY GOODS SOLD HEREUNDER, EXCEPT THAT THE GOODS CONFORM TO THE CHEMICAL DESCRIPTION ON THE LABEL, AND ALL RISKS RESULTING FROM THE USE OF SAID PRODUCTS IN CUSTOMER’S MANUFACTURING PROCESSES, OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE, ARE TO BE BORNE BY THE CUSTOMER AT ITS SOLE RISK AND EXPENSE. The Supplier does not warrant against the infringement of any United States or other patent claim by reason of use of the Products in combination with other materials or in the operation of any process and statements concerning the possible use of the Products are not intended as recommendations to use the same in the infringement of any patent.

11. Payment Terms. Unless otherwise agreed in writing by Supplier, payment terms are net thirty (30) days. All payments due hereunder shall be made to Supplier in lawful money of the United States at the location indicated on Supplier’s invoice. Acceptance by Supplier of sales drafts, checks or other forms of payment is provisional only and is subject to immediate collection of the full face amount thereof. Customer agrees to pay all taxes (if any) upon the sale, delivery, storage and use of the Product. Customer shall reimburse Supplier for all taxes, increases in or new taxes, excises, duties or other charges which Supplier may be required to pay to any federal, state or local government upon, or measured by, the production, sale, transportation or use of, any Product sold hereunder, (excluding taxes on Supplier’s income and property).Supplier may elect to declare all unpaid balances immediately due and owing upon Customers’ failure to make payment as set forth therein. In the event non-payment, Supplier may commence collection proceedings against the Customer without further notice. Customer agrees to reimburse Supplier for all costs incurred in collecting said sums, including but not limited to, reasonable attorney’s fees and costs. All past due balances shall bear interest at the rate equal to the greater of 1 1/2% per month (18% per annum) or the highest amount allowed under applicable law, whether or not demand has been made for payment. To the extent Customer believes any amounts are incorrect in an invoice, Customer shall notify Supplier in writing of such incorrect amount within thirty (30) days of the invoice date and if such notice is not given, any claims regarding such disputed charges shall be considered waived by Customer.

12. Security. As security for payment of any sum due or to become due for any past or present work by Supplier under any agreement between the parties, Supplier shall have the right to retain possession of and shall have a lien on all Customer property in Supplier’s possession, including work in process, finished work and customer furnished materials. The lien right shall include all rights to resell finished work or raw materials at the election of Supplier and to recover the difference between the resell price and the contract price consistent with applicable law. The extension of credit or the acceptance of notes, trade acceptances or guarantee of payment shall not affect such security interest and liens.

13. Confidentiality. Each party agrees at all times during the term of its relationship with the other party and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the other party to the extent necessary to perform its obligations to such party under these Terms, or to disclose to any person, firm, corporation or other entity without written authorization of the disclosing party, any “Confidential Information” of such disclosing party which the recipient party receives or obtains. The recipient party further agrees not to make copies of such Confidential Information except as authorized by the disclosing party. The recipient party understands that “Confidential Information” means any disclosing party proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to recipient party by the disclosing party either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by a party during the period of the relationship contemplated by these Terms. Each party understands that Confidential Information includes, but is not limited to, information pertaining to any aspect of the other party’s business which is either information not known by actual or potential competitors of the other party or other third parties not under confidentiality obligations to such party, or is otherwise proprietary information of the other party or its customers or suppliers, whether of a technical nature or otherwise. Each party further understands that Confidential Information does not include any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of the other party or of others who were under confidentiality obligations as to the item or items involved. All obligations and restrictions of confidentiality and ownership of intellectual property under these Terms are to survive the termination of these Terms.

14. Supplier Intellectual Property. Unless specifically provided otherwise in a Quote or PO, Supplier retains all of its right, title and interest in all of Supplier’s now known or hereafter known or developed tangible and intangible intellectual property. Customer covenants not to prejudice or impair the interest of Supplier in any of its intellectual property. At no time shall Customer challenge or assist others to challenge any of Supplier’s intellectual property or the registration thereof. Furthermore, Customer shall not do any acts to reverse engineer or use any intellectual property of Supplier that is not in accordance with these Terms. Customer shall not use the Supplier’s trademarks or any part thereof as part of Customer’s name or business, nor register any name, including domain names, or mark confusingly similar to the Supplier’s trademarks. Customer acknowledges that it is not being licensed any right or interest of any kind in Supplier’s trademarks or other intellectual property and that Customer may not use the same without the prior written consent of Supplier.

15. Data. Customer acknowledges and agrees that Supplier may collect and retain aggregate non-identifiable data derived from performance of Supplier’s delivery of Products and services in accordance with Supplier’s privacy policy and terms of use or other terms as otherwise provided to Customer.

16. Remedies. The parties acknowledge that an adequate remedy at law may not be available and that each party shall be entitled to such equitable and injunctive relief as may be available to restrain the other party from violating the provisions of these Terms. No action on these Terms, except for payment owed by Customer to Supplier, may be brought more than one (1) year after the incident occurs.

17. Assignment. No assignment or transfer by Customer of these Terms, or of any rights or obligations of Customer hereunder, shall be valid without the prior written consent of Supplier.

18. Dispute Resolution; Governing Law and Jurisdiction. If either party serves written notice of a dispute upon the other party (a “Dispute Notice”), the parties will first attempt to resolve the dispute by direct discussions between representatives of the parties who have authority to settle the dispute. In the event the dispute is not resolved within fifteen (15) days by the initial representatives to whom the matter is referred, if the parties agree, they may also attempt to resolve the dispute through mediation administered by a mutually agreed upon mediator. If a Dispute is not resolved within 45 days after the service of a Dispute Notice, the dispute may be resolved through litigation. Any legal suit, action or proceeding arising out of or based upon these Terms or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Iowa in each case located in the County of Scott and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent permitted by applicable law, the parties unconditionally waive any rights they may have to a trial by jury in respect to any legal action arising out of or relating to this agreement. Customer waives any claim of inconvenient forum, and any right to claim action between the parties should be litigated other than in an Iowa venue. Notwithstanding the foregoing, Customer further consents to the jurisdiction of any court of competent jurisdiction sitting in Iowa for resolution of any dispute. This agreement shall be interpreted, and the rights and liabilities of the parties shall be determined in accordance with, the laws of the State of Iowa.

19. Severability. The terms and conditions contained herein are independent and severable. The invalidating of any term or condition found herein shall not affect the validity of the entire agreement nor any other term or condition contained herein.

20. Modifications of Terms. Customer acknowledges and agrees that it understands these Terms are available at https://schippersusa.com/ (the “Website”) and such Terms may be amended or supplemented by Supplier from time to time. Any change to these Terms shall be binding upon Customer so long as such amendments or changes are provided in the Website or such other website address provided by Supplier to Customer. Customer acknowledges that the Website may provide additional policies, guides, or other materials regarding the use or storage of the Products and Customer shall at all times comply with such policies and guides.

21. Product Returns. No Product(s) sold hereunder shall be returned to Supplier without Supplier’s prior written permission. Approved returns of non-defective Product(s) shall be subject to a restocking charge equal to 25% of the then current sale price FOB Supplier’s warehouse as indicated in the Product return approval, with return freight charges for Customer’s account. For Product(s) that cannot be returned, Supplier may, in its discretion, provide Customer with assistance on regulatory issues, disposal options and cost estimates.

22. Relationship of the Parties. The relationship of the parties hereto is that of a buyer and seller of the Products. Nothing in these Terms, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party’s employees or agents. Accordingly, neither party shall be empowered to bind the other party in any way, or to incur any liability or otherwise act on behalf of the other party. Each party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

23. Proposition 65. If the Customer chooses to sell Supplier’s Product(s) to a manufacturer, producer, packager, supplier, distributor, customer, retailer, or any other business entity, that will introduce any concentration of the Product(s) into the stream of commerce in the state of California, it is solely the Customer’s responsibility, and in no way Supplier’s responsibility, to ensure that the California consumer receives a warning, if necessary, prior to exposure to Supplier’s Product(s), that meets the requirements of California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”), as amended, including, but not limited to, Section 25249.6 of the California Health and Safety Code.