TERMS AND CONDITIONS

1. General. These terms and conditions (the “Terms”) apply to all orders accepted by and all products sold by Cold Chain Technologies, LLC (“CCT”).  CCT’s acceptance of an order is expressly conditioned on the Buyer’s acceptance of these Terms. These terms shall be deemed acceptable by the buyer when an order is placed with CCT.  Nothing contained in any other forms used by the parties (including, without limitation, purchase orders, sales orders, sales confirmations or invoices) shall be construed to modify or amend these Terms, which may not be modified or altered, except by written instrument duly executed by both parties.

2. Prices and Payment Terms. Product prices do not include freight, taxes or duties and are subject to correction or change without notice. When credit is extended, payment terms are net (30) days from the date of the applicable invoice. All credit extended, and the limits of such credit, may be revoked or reduced by CCT at any time and for any reason. Buyer shall make prompt payments of all invoices. Interest will be charged at the rate of one and one-half percent (1.5%) for each month or part thereof that any amount remains unpaid. The Buyer shall be liable for all costs and expenses, including but not limited to attorney’s fees, incurred by CCT in the collection of any amount owed by the Buyer.

3. Shipment Preparation and Handling Fees. CCT reserves the right to charge Buyer shipment preparation and handling fees for special packaging requirements requested by Buyer, including requests for special pallets. These charges will be included as a separate and additional line item on the invoice for the Product(s).

4. Taxes. The Buyer is responsible for the payment of any applicable sales, use, excise, or other applicable tax. Buyer shall indemnify, defend, and hold CCT harmless from any and all claims for such taxes.

5. Delivery and Risk of Loss. All deliveries of products are Ex Works (EXW) CCT’s manufacturing facility (applying International Chamber of Commerce Incoterms 2010).  The mode of shipment, including the carrier, shall be determined by Buyer.  Buyer may ask CCT to arrange for shipment or choose a carrier or, should Buyer fail to instruct CCT, CCT will choose the carrier.  Whether or not CCT so arranges shipping, Buyer shall bear the risk of loss upon CCT’s placing products at the disposal of the Buyer or the carrier at CCT’s manufacturing facility and, thereafter, CCT shall have no liability for loss or damage, whether incidental, consequential, direct, indirect, special or punitive, whether occurring from delays or damage, or otherwise.  In all circumstances, Buyer shall pay the expense of shipment from CCT’s manufacturing facility and if CCT shall incur such cost, Buyer shall reimburse CCT therefore upon the issuance by CCT to Buyer of an invoice with respect thereto.

Shipping and delivery dates are estimates only, and time is not of the essence. CCT maintains the right to ship from any of its production sites.  All CCT Facilities are considering to be a “Shipper Load/Driver Count”.  All Drivers are required to be on the dock to count and sign for the number of pallets being placed on his/her trailer.

6. Warranty. CCT warrants that products shipped shall meet its standard quality level or such other quality level that it has agreed to in writing. CCT’s sole obligation for any defective product shall be, at CCT’s option, to either replace the defective product or issue credit to the Buyer for the purchase price of that product.  EXCEPT FOR THE FOREGOING WARRANTIES IN THIS SECTION, CCT EXPRESSLY EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES THAT THE PRODUCTS ARE MERCHANTABLE AND THAT THE PRODUCTS ARE FIT FOR ANY PARTICULAR PURPOSE.

7. Limitation of Liability. Except as otherwise expressly set forth in these Terms, CCT shall have no liability for monetary damages resulting from defects or non-conformity of the products, whether or not covered by warranty, including, but not limited to, damages for loss of profits or incidental, consequential, direct, indirect, special or punitive damages.

8. Force Majeure. CCT shall not be liable for any failure to perform if such failure arises, in whole or in part, from any cause or causes beyond its control, including but not limited to acts of God, labor disruptions, war, terrorism, governmental decrees or controls, insurrections, epidemics, material shortages, fire, accident, explosion, or any other circumstance or cause beyond the reasonable control of CCT.

9. Buyer’s Inspection. The Buyer shall, within (15) days of receipt of products (i) inspect such products; and (ii) notify CCT in writing of any alleged error, shortage, defect or non-conformity.  Buyer’s failure to deliver such notice within (15) calendar days shall constitute acceptance of the products and shall constitute a waiver of any claim for any error, shortage, defect or non-conformity.

10. Returns. Written authorization to return products must be obtained prior to any such return. Any returned product must be shipped to CCT, freight prepaid, at the Buyer’s risk.  Custom product is not eligible for return.   Large order volumes may not be eligible for return.  A 20% restocking fee will apply for any returns that are not a result of defects or non-conformities.  Buyer will be responsible for return freight arrangements and charges unless the return is a result of defects or non-conformities.

11. Customer Property. CCT does not insure molds, tools, or other customer property. These items should be insured by the Buyer’s master policy.

12. Arbitration. Any and all controversies or claims arising out of these Terms or the transaction to which they relate shall be resolved by arbitration in Worcester, Massachusetts. Such arbitration shall be conducted in accordance with the then applicable rules of the American Arbitration Association. The arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having jurisdiction. Any claim must be filed within six (6) months of the alleged breach.

13. Waiver. No delay or omission by CCT in exercising any right under these Terms or applicable law shall operate as a waiver of that or any other right. A waiver or consent given on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

14. Invalid Term. Whenever possible, each provision of these Terms shall be construed so as to be valid under applicable law. No invalidity or unenforceability of any provision contained herein shall affect any other provision of these Terms.

15. Entire Agreement. These Terms constitute the entire agreement between the parties with regard to the Buyer’s purchase of products from CCT. There are no agreements, representations or warranties other than those set forth herein.

16. Governing Law. These Terms and the transaction to which they relate shall be governed by the laws of the Commonwealth of Massachusetts as applied to contracts wholly performed in such State. The headings in these Terms are for convenience only and shall not be otherwise considered.