IMPREG – TERMS AND CONDITIONS OF SALE

I. Offer and Agreement. No offer or contract shall be binding upon IMPREG LLC (together with its affiliates, “IMPREG”) except by issuance of IMPREG’s order confirmation (the “Order Confirmation”). Acceptance by buyer (together with its successors and permitted assigns, the “Buyer”) of the products (the “Products”) and services or payment for same shall constitute unequivocal acceptance of the terms and conditions contained herein (together with the Order Confirmation, the “Agreement”). All orders are based on the assumption that the Buyer has previously resolved all technical and commercial issues. Requests for changes made after the issuance of the Order Confirmation can only be made after reimbursing IMPREG all expenses incurred in connection therewith. None of any past practice, industry standards, course-of-dealing or usage of trade shall constitute a modification of any term or condition contained herein, nor shall same add any term or condition not contained herein. No additional or different terms or conditions will be binding upon IMPREG unless  specifically agreed to in a writing signed by an authorized representative of IMPREG. Failure of IMPREG to object to conditions contained in any other writing or other communication from Buyer shall not be construed as a waiver of this Agreement nor acceptance of any such other provisions. This Agreement also serves as notice of IMPREG’s objection to and express rejection of any terms and conditions of purchase included in Buyer’s order or other writing that are different from or additional to this Agreement. Article headings herein are for convenience only and are not to be considered in interpreting any of the provisions herein.

II. Products. The Products are sold with the features and characteristics and the intended use as specified in the applicable IMPREG Product description. New or extended features and/or characteristics or an intended use above and beyond the stated specifications of the Product shall only be valid with express written confirmation from IMPREG. References to standard commercial quality designations and samples shall not constitute a basis for liability as to condition and/or durability. The same shall also apply to information about features of the Products in IMPREG’s processing instructions. Furthermore, IMPREG reserves the right to revise and discontinue Products at any time and without prior notice. IMPREG will ship Products that have the same or similar functionality and performance of Products ordered, but changes, including, but not limited to, changes with regard to measurements and weight, due to technical requirements between what is shipped and what is described in specification sheets, catalogs, or the like, are possible.

III. Prices and Payment. 1. If Products are shipped from IMPREGs principal place of business or from any other location within the U.S.A., the quoted price is Ex Works – IMPREGs principal place of business or the location of shipment, as applicable, unless otherwise agreed in the Order Confirmation. If Products are shipped from outside the U.S.A., the quoted price is DDP – Delivered Duty Paid (U.S.A. port of entry) (Incoterms 2010) unless otherwise agreed in the Order Confirmation. For the avoidance of doubt, title to the Products shall transfer to Buyer on the date of shipment from IMPREG whether shipped within or outside the U.S.A. 2. The quoted price of Products does not include any taxes within the U.S.A., freight costs, packaging or similar charges, which shall be borne by Buyer, unless otherwise agreed in the Order Confirmation. All prices are subject to change prior to IMPREG’s issuance of an Order Confirmation. For all prices and Products, IMPREG reserves the right to make adjustments due to changing market conditions, Product discontinuation or other extenuating circumstances. 3. IMPREG shall be responsible for any insurance and shipping charges from outside the U.S.A. to the U.S.A. port of entry. Buyer shall be responsible for any insurance and shipping charges of domestic shipments of Products and Buyer shall reimburse IMPREG for any such charges paid by IMPREG, unless otherwise agreed in the Order Confirmation. Further, in the case of Products shipped from outside the U.S.A., Buyer shall be responsible for any insurance and shipping charges of Products from the U.S.A. port of entry and Buyer shall reimburse IMPREG for any such charges paid by IMPREG, unless otherwise agreed in the Order Confirmation. 4. Unless otherwise specified in the Order Confirmation, standard payment terms are a 30% down payment payable within ten (10) days of the issuance of the Order Confirmation and the remaining 70% to be paid within thirty (30) days after Delivery(defined below). For the avoidance of doubt, once the 30% down payment has been made by Buyer, the order is non-cancelable and non-returnable except as otherwise provided in Article VI.2. 5. Overdue amounts shall bear a delinquency charge of interest at the lower of (a) eight percent (8%) per annum; or (b) the maximum rate permitted by applicable law. 6. Buyer shall have no right of set-off with alleged counterclaims. Any assignment of Buyer’s counterclaims to a third party without IMPREG’s prior written consent shall be void. 7. Buyer agrees to reimburse IMPREG for any costs and expenses (including reasonable attorneys’ fees or costs of collection agencies) in connection with the collection of any amounts owed to IMPREG under this Agreement.

IV. Taxes and Other Charges. Any tax, assessment, duty, custom or other fee of any nature imposed upon the Products, their sale, transportation, delivery, use or consumption imposed by any governmental authority, domestic or foreign, on or measured by the transaction between IMPREG and Buyer shall be paid by Buyer in addition to the price quoted or invoiced. In the event that IMPREG is required to pay any such tax, duty, fee or charge, Buyer shall reimburse IMPREG therefore unless otherwise agreed upon in writing. This Section IV shall survive the expiration or termination of the Agreement.

V. Suspension and Cancellation. If Buyer shall omit delivery instructions or shall fail to accept Delivery, as required by this Agreement, or shall fail to make any payment when it becomes due or shall commit any other breach of contract, or if Buyer shall enter into any composition or arrangement with its creditors or if any distress or execution is levied upon any goods or property of Buyer, or if Buyer shall commit any act of bankruptcy or, if a corporation, a receiver shall be appointed of the whole or any part of its undertaking or assets or if Buyer shall pass a resolution for winding up or if a court shall make an order to that effect or if Buyer shall have a receiving order made against it, then, at IMPREGs sole option and discretion, IMPREG may defer or cancel any further deliveries or services and treat this Agreement or any other agreement between IMPREG and Buyer as terminated, but such termination shall be without prejudice to IMPREGs right to any unpaid price for Products delivered or cost of work done under this Agreement and to damages for loss suffered in consequence of such termination.

VI. Delivery and Risk of Loss and Governmental Licenses. 1. Delivery of Products to a common carrier at IMPREGs principal place of business or at any other loading point, unless otherwise agreed in the Order Confirmation, shall constitute delivery to Buyer (“Delivery”), and regardless of shipping terms or freight payment, all risk of loss or damage in transit shall upon Delivery shift to Buyer. If Buyer is responsible for any shipment delay, IMPREGs written notification to Buyer that Products ordered hereunder are ready for shipping shall constitute Delivery to Buyer, and all further risk of loss or damage as well as all costs for handling, transportation and storage shall be borne by Buyer. 2. In case of delays, for which IMPREG is the sole cause, IMPREG’s liability for same will be limited to a 1% discount of the purchased value for each week of delay up to an aggregate discount not greater than 5% of the purchased value. If the order is delayed more than ten (10) weeks due to IMPREG’s gross negligence or willful act, then Buyer may cancel the order as Buyer’s sole remedy. 3. IMPREG shall not be liable for any damages as a result of any delay or failure to deliver due to any cause beyond IMPREGs reasonable control, including without limitation, any act of God, act of Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, terrorism, riot, delay in transportation or inability to obtain necessary labor, materials or manufacturing facilities or delays in deliveries by sub-contractors or suppliers by any such circumstance as referred to above. IMPREG reserves the right from time-to-time to substitute a Product with a product that has the same function as such Product, or to delete a Product. Further, unless otherwise agreed in the Order Confirmation, the estimated date of delivery shall never be regarded as a deadline. If a delay is expected, Buyer will be promptly informed of such delay or inability to perform. In the case of an inability to perform, any consideration previously received shall be promptly refunded to Buyer. 4. It is Buyer’s sole responsibility to pay for and to obtain any governmental or other licenses, certificates or documentation as may be required.

VII. Storage. If Products are not shipped within thirty (30) days after notification to the Buyer that they are ready for shipping, including the Buyer’s failure to give shipping instructions, IMPREG may store such Products at the Buyer’s sole risk in a warehouse or other storage facility or upon IMPREG’s premises and the Buyer shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices therefore.

VIII. Limited Warranties 1. IMPREG warrants that Products produced by IMPREG shall be free from defects in material and workmanship and conform to IMPREG’s Product specification for a period of up to three (3) months of storage from the date of Delivery; one (1) year from the date of Install when installed during the warrantied storage timeframe. IMPREG’s obligations under the aforesaid warranty shall be discounting, repairing or replacing Products, which if properly used and maintained, prove defective in material or workmanship or do not conform to the Product specifications. Such discount, repair or replacement shall be IMPREG’s sole obligation and Buyer’s sole remedy hereunder and shall
be conditioned upon (a) Buyer’s inspection of Products within seven (7) days of Delivery to Buyer or, as applicable, upon discovery of a latent defect, (b) IMPREG’ s receipt of written notice of any alleged defect within ten (I0) days after such inspection or discovery, and (c) at IMPREG’s option, return of such defective Products. Any Product repaired or replaced pursuant to this warranty will be warranted to the later of the date of the remainder of the original warranty period or twelve (12) months. Upon IMPREG’s request, Buyer shall promptly provide samples and other evidence of and shall allow IMPREG’s representatives access to the alleged defective Products. Claiming an alleged defect does not relieve Buyer of any of its payment obligation to IMPREG. Use of allegedly defective Products must be suspended until written clearance is issued by IMPREG for continued use. Buyer shall not return any alleged defective Products without first being issued a return material authorization letter from IMPREG. Buyer agrees to reimburse IMPREG for all costs and expenses associated with any return of Products unauthorized by IMPREG. Receipt or inspection of returned Products by IMPREG shall not be deemed admission of any alleged defect. 2. IMPREG’s obligations under Section I. of this Article VIII shall not apply to any part of Products sold hereunder, which (a) are not used in accordance with its operating or processing instructions or if it is used for a purpose not indicated in such instructions or on the labeling; (b) are consumed by normal wear and tear; (c) are disposable goods and have a normal life time inherently shorter than the herein stated warranty period; (d) have been damaged due to negligent or faulty use, alteration, maintenance, storage or handling by Buyer and / or third parties; (e) result from failure to use approved components for maintenance and replacement parts; or (f) Buyer does not store the Products in accordance with storage requirements as stated in IMPREG’s installation manual. 3. Any suggestions by IMPREG or IMPREG’s agents regarding use, application or suitability of Products shall not be construed as an express warranty unless confirmed to be such in the Order Confirmation. 4. To the maximum extent permitted by applicable law, the limited warranty expressed
herein shall be in lieu of any other warranties, expressed or implied, including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose and noninfringement, which are expressly disclaimed, and is in lieu of any and all other obligations or liability on IMPREG’s part. 5. Any products distributed, but not manufactured by IMPREG, are not warranted by IMPREG and Buyer must instead rely on the representations and warranties, if any, provided directly to Buyer by the manufacturer of such product. 6 Any Products which by agreement of the parties are of less than IMPREG’ s standard quality are sold ‘as is’.

IX. Limitation of Liability. 1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY PROVISION IN THESE TERMS OR ELSEWHERE TO THE CONTRARY, EXCEPT FOR DAMAGES FOR BODILY INJURY (INCLUDING DEATH), DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY, AND THE INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS: (a) IN ANY ACTION UNDER OR RELATED TO THESE TERMS, WHETHER ARISING IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, NEITHER PARTY, OR ITS AFFILIATE, SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATE FOR ANY OF THE FOLLOWING EVEN IF INFORMED OF THEIR POSSIBILITY AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: (i) THIRD PARTY CLAIMS FOR DAMAGES; (ii) LOSS OF, OR DAMAGE TO, DATA; (iii) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR (iv)
LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS; AND (b) THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY AND ITSAFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, SHALL IN NO CASE EXCEED THE TOTAL PRICE PAID BY BUYER FOR THE
PRODUCTS SOLD BY IMPREG WHICH GIVES RISE TO THE CLAIM. 2. If applicable, Buyer agrees to cause its customers and anybody in the chain of manufacturing supply and distribution including the end customer to be bound by limitations of liability substantially equal to those contained in this Agreement. 3. This Article IX shall survive the termination or expiration of this Agreement.

X. Security Interest. Buyer hereby grants to IMPREG a security interest in Products sold hereunder together with the proceeds therefrom to secure payment of the purchase price of such Products and agrees, and appoints IMPREG its agent, to take all such action and to execute and file all such documents and instruments, including, but not limited to, UCC-1 financing statements, as may be necessary or reasonably requested by IMPREG to perfect and continue IMPREGs security interest hereunder

XI. Proprietary Information/Confidentiality. 1. All specifications, and other information furnished by IMPREG are proprietary to IMPREG and confidential. Such information has been developed at substantial expense and contains trade secrets that are the exclusive property of IMPREG. Buyer may not reproduce or distribute such information except to such of Buyer’s employees who are required to have such information in order to perform their duties and agree, in writing, to keep such information confidential. All such information supplied by IMPREG except for information that (a) was generally available to the Buyer from public or published sources, provided publication did not take place in violation of this Agreement or through fault or omission of the Buyer, (b) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to either IMPREG or Buyer, or (c)
was disclosed to the general public with the written approval of IMPREG shall be received in confidence and Buyer shall exercise due diligence and reasonable care to hold such information in confidence. 2. Buyer understands and agrees that IMPREG will not have adequate remedy at law for the material breach or threatened breach by Buyer, or its, agents, employees, representatives or subcontractors, of any one or more of the covenants set forth in this Article XI. Buyer further agrees that in the event of any such material breach or threatened breach of this Article XI, IMPREG may, in addition to (but not in substitution for) the other remedies which may be available to it either at law or in equity, file suit in the applicable court or courts in equity, without any requirement for security or posting of any bond, to enjoin the Buyer from the breach of or threatened breach of said covenants. 3. This Article XI shall survive the termination or expiration of this Agreement.

XII. Severability. If at any time any one or more of the provisions of this Agreement become invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of this Agreement shall not be in any way impaired.

XIII. Governing Law. This Agreement is to be construed according to the substantive laws of the State of Illinois applicable to the legal relations between domestic Illinois parties, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflicts of law provisions that would require application of another choice of law.

XIV. Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Chicago, Illinois, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures to the extent allowed under such rules and if not allowed then JAMS’ Comprehensive Arbitration Rules and Procedures shall apply. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party. The arbitrator’s decision shall be reduced to writing. Further, the award by the arbitrator shall be final and binding on the parties, and judgment upon the
award rendered may be entered in any court having jurisdiction thereof.

XV. Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties hereto. It supersedes all prior written and oral statements, including prior representations, statements, conditions, or warranties.

IMPREG, LLC
8000 Whitepine Road
Richmond, VA 23237
+1 (8049 303 4507
ame@impreg.com