TERMS AND CONDITIONS

1. “Seller” shall mean Rosco Inc. By purchasing from Seller, Buyer confirms that the following terms and conditions apply to Buyer’s purchase of our products. Even if Buyer sends Seller another form of agreement (including, without limitation, a purchase order), or modifications to this agreement, and Seller does not respond or otherwise object to such other form or modification, the terms and conditions set forth herein together with Seller’s invoice, will constitute the agreement between Buyer and Seller and govern the subject transaction. Any modifications to these terms and conditions must be in writing and signed by Seller.

2. Terms and Conditions of Sales. Any products Buyer purchases from Seller are sold subject to the following:

a. If Buyer already has fully signed sales agreement currently in effect with Seller, then any term in that agreement that conflicts with these terms and conditions will be applied to Buyer’s purchase and the rest of these terms and conditions will otherwise apply; and

b. If Buyer does not have a fully signed sales agreement with Seller, then these terms and conditions together with the Seller’s invoice, shall constitute the agreement between Buyer and Seller and govern the subject transaction.

c. These terms and conditions, and the parties’ agreement and transaction, shall be governed by the substantive law of the state of New York without reference to conflict of law principles. The United Nations Convention on the International Sale of Goods will not apply.

3. Price. Product prices are determined by the confirmation Buyer receives from Seller or, in absence of such confirmation, by Seller’s list prices current at the time of shipment. However, in the event there is an increase in the published list price for the Product after confirmation of the order and prior to shipment, Seller has the right to increase the price accordingly. Unless otherwise stated, prices will be FOB Seller’s facilities in Jamaica, New York, USA and payment will be due within 30 days of the invoice date. Buyer also agrees to reimburse Seller for Seller’s costs of collection should Buyer fail to pay Seller in a timely manner. All amounts due from Buyer that are not timely paid to Seller shall bear interest at the lesser of (a) one and one-half percent (1.5%) each month and (b) the highest rate permitted by applicable law.

4. Delivery. Any delivery dates Seller quotes are estimates. Seller cannot guarantee delivery on a specific date. All title and Risk of loss or damage passes to Buyer at the time products are transferred to a common, contract, private or commercial transport carrier for shipment. Buyer grants Seller a purchase money security interest in all goods Seller sells Buyer, including all proceeds therefrom, and Buyer agrees that Seller may take all actions necessary or desirable to perfect such security interest including filing financing statements as well as actions in the Buyer’s name as Buyer’s attorney-in-fact. Seller retains ownership of any reusable packaging.

5. Limited Warranty. Seller provides the following limited warranty for its Products (the “Limited Warranty”): (i) products sold by Seller to Buyer shall conform to the seller’s specifications as set forth in an applicable product certification signed and delivered by Seller to Buyer, if any; and (ii) Seller products are covered under Seller’s standard one (1) year commercial warranty, a copy of which is available upon request. EXCEPT FOR THE LIMITED WARRANTY, SELLER EXPRESSLY EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer will inspect all products Buyer receives for damage, defect or shortage promptly after Buyer receives them and will give Seller prompt notice of any damage defect or shortage that Buyer finds. Buyer must give Seller written notice of any defect within two weeks after the date of shipment or the date the products are used, whichever comes first. Buyer’s failure to timely notify Seller of any damage, defect or shortage shall constitute acceptance of the Products. As Buyer’s exclusive remedy for Seller’s breach of this Agreement and breach of the Limited Warranty, Seller shall, at Seller’s option, either replace a defective product or refund the purchase price for such defective product. Buyer should not return products until Seller agrees that Buyer may do so and provides a valid Return Goods Authorization Number (RGA).

6. Limitation of Claims. Seller will not be responsible for any harm or damage arising out of Buyer’s purchase, possession or use of any products supplied by Seller or the purchase, possession or use of any products by any customer of Buyer or any other downstream purchaser, Buyer’s use of any function on Seller’s websites or any technical advice Seller may offer, except as expressly agreed otherwise in the Limited Warranty set out above. SELLER WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, COST OF ANY SUBSTITUTE FOR THE PRODUCTS BUYER BOUGHT, CLAIMS OF THIRD PARTIES OR INJURY TO PERSON OR DAMAGE TO PROPERTY. Seller shall have no responsibility for products which have been improperly installed, maintained or subjected to abuse in operation or assembly.

7. Technical Advice and Other Services. Buyer is responsible for the design, processing, testing and labeling of any vehicle or other product that Buyer makes using products Buyer buys from Seller and Buyer will not rely on anything on Seller’s website or any statement by Seller about the suitability of products or services Seller provides. Buyer represents and warrants that it has tested and investigated products sold by Seller and formed an independent judgment concerning their suitability for the use, conversion or processing intended by Buyer and will not make any claim against Seller based on Seller’s technical advice, statements, data, services or recommendations. Buyer represents and warrants that Seller’s products, upon incorporation of same into a vehicle (whether designed and/or manufactured by or for Buyer and/or any downstream purchaser), shall (i) be incorporated in a manner that is safe and will not cause harm or damage to persons or property, (ii) be suitable and fit for the use, conversion and/or processing intended by Buyer, and (iii) comply with all applicable local, state and federal health and safety laws and requirements.

8. Indemnity. Buyer shall indemnify and hold Seller harmless from any loss, damage, or expense, including reasonable attorney’s fees, with respect to any claim of a third party based on personal injury, wrongful death or property damage alleged to be suffered as a result of (i) the manufacture, use or operation of any vehicle or other product manufactured or produced using products Buyer buys from Seller (whether such vehicle or other product is manufactured or produced by Buyer or any downstream purchaser), (ii) the improper installation, use, operation or assembly of any product sold by Seller, (iii) breach of any representation or warranty provided by Buyer, or (iv) Buyer’s negligence, breach of contract, willful misconduct and/or violation of law.

9. Intellectual Property. Seller owns certain intellectual property rights, which include patents, trademarks, copyrights and trade secrets (collectively “IPR”). Nothing in these terms and conditions or otherwise grants to Buyer any interest in or license or right to or in any of Seller’s IPR except the right to use Products purchased from Seller. No statements Seller makes about possible articles, designs or uses of Seller’s products give Buyer a license or right under any Seller patent covering such articles, designs or uses; nor are they a recommendation for use of such products, articles or design in any manner which may infringe any third party’s IPR. Seller will defend Buyer if a Seller product, as Seller delivers it to Buyer, infringes on a third party’s patents, and if a Seller product infringes on the patent of any third party, Seller will either refund the purchase price of the Product or obtain for Buyer a license under those patents to continue use of the Product.

10. Events Beyond Seller’s Control. Seller will not be responsible if Seller cannot perform under this agreement due to events beyond Seller’s control occur which make it impossible or commercially unreasonable for Seller to perform, including so-called “Acts of God” or “Force Majeure” events and raw material shortages.

11. Environmental Compliance. Where applicable, Seller will give Buyer Material Safety Data Sheets (“MSDS”) and Buyer will provide the MSDS’s to all those required by law to receive them. Buyer will take such precautions as may be appropriate for hazards identified in the MSDSs and properly manage disposal of all disposable packaging as required by any applicable disposal or recycling laws.

12. Export Control Compliance. Buyer ensures that products, technology or software Buyer receives from Seller are exported by Buyer only in compliance with applicable laws, including U.S. export control laws. Buyer certifies that it will not use or knowingly support the use by others of such products, technology or software in the design, development, production or use of nuclear, chemical, or biological weapons or ballistic missiles.

13. Electronic Commerce. Buyer may not share any password, access code or similar credential which may be issued to it by Seller, and Seller reserves the right to suspend or revoke any such credential. Buyer is solely responsible for ensuring the security and integrity of its ordering process. Any information provided by Seller via any internal site or electronic communication (i) is subject to correction or change without notice, and (ii) is provided for the sole use to the Buyer for purposes of facilitating individual transactions involving the purchase and sale of Seller’s products. Buyer agrees that it shall not rely upon any such information for any purpose other than making individual purchases and shall not seek to use or assert such information against or to the detriment of Seller for any purpose. Buyer specifically agrees that Seller may issue electronic invoices for any purchases of products using the internet, email or any other computer-based electronic communication method and agrees to honor such invoices as if they had been delivered in writing. All drawings and designs whether transmitted by Seller to the Buyer, either electronically or via hard copy, remain the property of the Seller and may not be shared with any party without prior authorization of Seller.

14. Termination for default. Seller may terminate any sales agreement upon thirty (30) days prior written notice, in the event Buyer breaches any material term thereof or files bankruptcy. If Buyer is in default hereunder or files bankruptcy, without limiting the foregoing, and in addition to all other remedies available to Seller at law or in equity, Seller may suspend shipments of material to Buyer without liability.

15. Usage application. Buyer agrees not to use any of the Seller’s materials for any unauthorized application, or for any other application into or for which, to Buyer’s knowledge, Seller has previously declined to sell material.