Terms and
Conditions of Sale

12. Remedies.

In addition to any other of Seller’s remedies set forth herein or otherwise available to it at law, if Buyer fails to make any payment when due, Seller shall be entitled to: (i) offset the overdue amount against any other funds of Buyer in Seller’s custody; (ii) terminate Seller’s obligations under these terms and conditions and treat this agreement as if canceled by Buyer; (iii) delay manufacture or delivery of all or part of the products sold to the Buyer under this or any other agreement between Buyer and Seller; and/or (iv) recover or require Buyer to return forthwith, at Buyer’s expense (including proper insurance with respect thereto), all products and other material which Seller provided to Buyer and with respect to which Buyer failed to make timely payment.

13. Force majeure.

Seller shall not be held responsible or liable for any loss or damage resulting from a delay in the delivery of the products or any failure to perform its obligations to Buyer if the causes of such delay or failure are attributable to acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, acts of the Buyer, priorities, allocations, inability to obtain, at reasonable prices, utilities or operating materials or machinery, or due to lock out or other labor dispute, strikes, fires, floods, explosions, earthquakes, insurrection or riot, embargoes, epidemics, quarantine restrictions, unusually severe weather, litigation or other private or public proceedings, or other causes beyond the reasonable control of Seller. Moreover, because of US Government priorities and restrictions, which are or which may be in effect, which could affect delivery to the Seller of necessary materials or restrict their use in the manufacturer of products to be sold to Buyer, Sellers assumes no responsibility to Buyer for completion of accepted orders affected by such limitations. In the event any delay occurs because of any these causes described above in this Paragraph 13, the date of delivery shall be extended by at least the period of time attributable to the delay, including any orders bearing a US nationally mandated priority rating preference accepted by Seller.

14. Dispute resolution.

Any claim, controversy or dispute arising out of or relating to the agreement between Buyer and Seller or any interpretation or breach thereof or performance thereunder, including without limitation any dispute concerning the scope of this arbitration provision, shall be settled by submission to final, binding and non-appealable arbitration (“Arbitration”) for determination, without any right by any party to a trial de novo in a court of competent jurisdiction, after a 25 calendar day waiting period (the “Waiting Period”). During the Waiting Period, the parties shall work reasonably and in good faith and shall use their best efforts to amicably resolve the claim, controversy or dispute. The Arbitration and all pre-hearing, hearing, post-hearing arbitration procedures, including those for Disclosure and Challenge, shall be conducted in accordance with the Commercial Arbitration Rules (the “Commercial Rules”) of the American Arbitration Association (herein referred to as the “Association”) in Philadelphia, Pennsylvania, as supplemented by Buyer and Seller in any other agreement between the parties concerning the subject matter hereof.

15. Miscellaneous.

These terms and conditions shall inure to the benefit of and shall be binding upon the heirs, successors, and assigns of the parties hereto. Buyer shall not assign its duties and obligations hereunder without Seller’s prior written consent. In case of any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity of any other provision hereof, and such provision(s) shall be deemed modified to the extent necessary to make it (them) enforceable. All days shall be counted in computing the number of days hereunder. Buyer hereby expressly agrees that in making sales of products that use the Seller’s products in any manner, Buyer will be bound by and comply with all federal, state, local laws, ordinances or regulations applicable. Buyer agrees to indemnify Seller against loss or damage resulting from Buyer’s breach of, or failure to comply with, any of the provisions of this agreement or any such laws, ordinances or regulations. Section headings used herein are for convenience only; they form no part of these terms and shall not affect their interpretation.