Terms and Conditions of Sale

---

1. These Terms and Conditions of Sale (“Terms”) together with Seller’s sales confirmation (the “Sales Confirmation”) constitute the complete and final expression of the agreement between Buyer and Seller relating to the purchase and sale of product(s) and Seller hereby rejects any different or additional terms.

2. No product(s) may be returned to Seller without Seller’s prior written permission.

3. SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCT(S), INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO WARRANTY WITH RESPECT TO THE RESULTS OBTAINED OR OBTAINABLE FROM THE USE OF ANY PRODUCT(S) SUPPLIED BY SELLER.

4. SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR ANY TECHNICAL ADVICE GIVEN BY SELLER OR ITS SUPPLIERS AND ALL SUCH ADVICE IS GIVEN AND ACCEPTED AT BUYER’S SOLE RISK.

5. No claim may be made by Buyer after any product has been repackaged, processed, altered or combined with any other material in any manner, and any claims on account of defect in quality, or loss of, damage to, or shortage in quantity of, any product shall be deemed to have been waived by the Buyer unless made in writing within seven (7) days from the date of delivery. No claim or action, regardless of form, arising out of the sale or delivery of product(s) may be commenced by Buyer more than one (1) year after the occurrence of the event giving rise to such claim or action.

6. BUYER WAIVES ALL CLAIMS AGAINST SELLER ON ACCOUNT OF CONSEQUENTIAL DAMAGES, LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION, LOSS OF USE, LOSS OF PROFITS OR BUSINESS OPPORTUNITIES AS WELL AS ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, PUNITIVE OR EXEMPLARY DAMAGES.

7. Title to and risk of loss of product(s) shall pass to Buyer at the FOB point.

8. Buyer agrees to pay all taxes (if any) upon the sale, delivery, storage and use of the product(s). Buyer shall reimburse Seller for all taxes, duties or other charges which Seller may be required to pay to any foreign or domestic federal, state or local government upon, or measured by, the production, sale, transportation or use of, any product(s) sold to Buyer, (excluding taxes on Seller’s income and property). Applicable taxes, duties, tariffs, foreign exchange, and other charges shall be calculated at the rate in effect at the time of transfer of title to Buyer.

9. Seller shall not be liable in damages or otherwise, for delay or impairment or failure of performance by reason of causes beyond Seller’s control.

10. The waiver by Seller of any of its rights under these Terms or the Sales Confirmation shall not affect, limit or prevent Seller’s right thereafter to enforce and compel strict compliance with these Terms or the Sales Confirmation. No waiver by Seller shall be effective unless it is in writing and signed by Seller.

11. These Terms and the Sales Confirmation shall be governed by and enforced in accordance with the laws of the Commonwealth of Pennsylvania without reference to its conflict of law rules. Buyer, by taking delivery of product(s), shall be conclusively deemed to have consented to personal jurisdiction in Pennsylvania and to have waived any right to object to such jurisdiction on any basis. Buyer knowingly, voluntarily, and intentionally waives, to the fullest extent permitted by applicable law, any right Buyer may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of the purchase and sale of product(s).