1. AGREEMENT. This document is an offer by Phillips Plastics Corporation to sell the products and/or a service described herein
and is expressly conditioned upon Customer's assent to these terms and conditions. No additional or different terms or conditions
will apply to this sale or be binding upon Phillips Plastics Corporation. Phillips Plastics Corporation objects to any terms
or conditions which are in addition to, or different from these terms and conditions. By accepting this offer, Customer agrees
to and accepts all these terms and conditions, any additional or different terms or conditions contained in any document sent
by Customer to Phillips Plastics Corporation shall be of no effect. By acceptance of any goods or services produced hereunder,
Customer specifically waives any additional or different terms or conditions.
Acceptance hereof shall occur when Customer (i) in writing, by facsimile transmittal (FAX), or otherwise orders any of the
products, or authorizes Phillips Plastics Corporation to perform any of the work shown on the face hereof, or (ii) receives
any product from Phillips Plastics Corporation, whichever occurs first. This document constitutes the entire agreement
between Phillips Plastics Corporation and Customer. It shall be governed by and be construed according to its terms and the
internal laws of the state of Wisconsin. Wisconsin courts shall be the only forum for any disputes arising hereunder.
Phillips Plastics Corporation and Customer consent and submit to the exercise of personal jurisdiction by the courts located
in the state of Wisconsin. Any provision hereof prohibited or unenforceable under applicable law shall be ineffective only to
such extent and without invalidating the remaining provisions of this document. No order may be cancelled or altered by Customer
except upon Phillips Plastics Corporation's prior written consent.
2. DELIVERY, CLAIMS, AND DELAYS. All products are sold F.O.B. Phillips Plastics Corporation facility and Customer shall bear all
risk of loss or damage in transit. Phillips Plastics Corporation may deliver products in installments with each installment to be
separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve Customer of its obligation to
accept and pay for any other delivery. Any delivery not in dispute shall be paid for regardless of any controversies related to
other products. Claims for shortages or other errors in delivery must be made in writing to Phillips Plastics Corporation
within thirty days (30) from date of invoice. Failure to give such notice shall constitute Customer's unqualified acceptance of
delivery and waiver of any such claims. All products furnished by Phillips Plastics Corporation shall be subject to commercial
variations. A variation of ten percent (10%) or less in the quantity ordered by Customer shall constitute acceptable delivery and
shall result in a corresponding percentage price increase or decrease. Phillips Plastics Corporation shall not be liable for
any damage resulting from any cause beyond Phillips Plastics Corporation's control, including, without limitation, an act of God,
act of the Customer, embargo or other government act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in
transportation, inability to obtain necessary labor, materials, or manufacturing facilities.
3. RIGHT TO CHANGES. Phillips Plastics Corporation may at any time make such changes in its products or services as shall, in
Phillips Plastics Corporation's judgment, constitute an improvement. Phillips Plastics Corporation may furnish suitable substitutes
for materials unobtainable because of good or reasonable cause. Phillips Plastics Corporation has the right to cancel and declare
null and void any agreements arising from the work described on the face hereof without liability to the Customer other than
refunding to Customer any payment for goods tendered prior to cancellation. Phillips Plastics Corporation shall reasonably notify
Customer of any such cancellation and the reasons therefore. Any changes in drawings, materials, design specifications, or masters
which affect cost will entitle Phillips Plastics Corporation to establish new prices, and if work has been started, Phillips
Plastics Corporation shall be properly reimbursed for work already performed regardless of whether products or services are
accepted by Customer. Phillips Plastics Corporation similarly reserves the right to establish new prices if changes involve an
increase or decrease in the quantities due or in the time required for performance under the order. In the event that Phillips
Plastics Corporation shall be required by any governmental authority, including government agency, regulatory body, law, rule,
regulation, or order, to implement technologies for the protection of the environment, which technologies are not in place as of
the date on the face hereof at the Phillips Plastics Corporation facility selected by Phillips Plastic Corporation for production,
or to change operations as a result of the environmental impact of the production techniques required to complete Customer's order,
Phillips Plastics Corporation shall be entitled to pass to Customer the increased cost to Phillips Plastics Corporation of the required
technology and the same shall be deemed added to the prices quoted herein and order(s) submitted. Customer has the right to cancel a
design program at any time by written notice to Phillips Plastics Corporation. The Customer remains obligated to pay for work
performed plus appropriate cancellation charges. In the event Customer cancels a production order, Phillips Plastics Corporation
shall at a minimum be entitled to be paid a raw materials fee equal to twenty percent (20%) of the gross price of Customer's total
order, together with such other incidental and consequential damages and loss of profits as may result from the cancellation.
4. TAXES AND OTHER CHARGES. Any tax, fee, or charge of any nature whatsoever imposed by any governmental authority shall be paid
by Customer in addition to the prices quoted or invoiced.
5. SPECIAL FIXTURES. All special inspection jigs and fixtures shall be furnished by Customer.
6. INDEMINITY. Customer shall, at no expense to Phillips Plastics Corporation, indemnify, defend, and hold Phillips Plastics
Corporation harmless against any and all losses, damages, and expenses (including punitive damages, multiple damages,
attorney fees, and other costs of defending any action) that Phillips Plastics Corporation may incur as a result of any
claim made against Phillips Plastics Corporation by any person, including, without limitation, Customers, its successors,
assigns and customers actually or allegedly arising in any way out of any of the products or services furnished hereunder
by Phillips Plastics Corporation or out of any products manufactured or sold by Customer, including, without limitation ,
any claim which in whole or in part actually or allegedly arises out of (a) Phillips Plastics Corporation's negligent or
other wrongful act or omission, (b) danger or defect in any product or service sold by Phillips Plastics Corporation to
Customer, or (c) infringement by Phillips Plastics Corporation of any patent, copyright, or trade secret, relating to any
Design Work or to any products made by Phillips Plastics Corporation for Customer.
7. TECHNICAL INFORMATION. Any sketches, models, or samples submitted by Phillips Plastics Corporation to Customer shall remain
the confidential property of Phillips Plastics Corporation unless or until Customer has paid Phillips Plastics Corporation
in full for the same. Customer shall not use, disclose, or permit any other person to use, or disclose any sketches, models,
or samples for which Customer has not paid Phillips Plastics Corporation in full and, in any case, shall not reveal any design
or any other production technique revealed thereby or inferable thereform.
8. NO WAIVER. No provision hereof and no breach of any provision hereof shall be deemed waived by any previous waiver of such
provision or of any breach thereof, by any previous custom, practice, or course of dealing or by Phillips Plastics Corporation's
failure to object to provisions contained in any communication or order from Customer.
9. WEB SITE. Phillips Plastics Corporation provides this site and its services as is, where is, and as available. We make absolutely
no warranty or condition of any kind, express, implied or statutory. We specifically disclaim the implied warranties of
merchantability, fitness for a particular purpose, title and non-infringement. We also do not guarantee continuous,
uninterrupted or secure access to our site or services, and hereby notify users that operation of the site may be interfered
with by numerous factors outside of our control. Use the site at your own risk.
