TERMS AND CONDITIONS

PERFORMANCE GUARANTEE:

If the surface of the product to be labeled is free from contamination so as to ensure proper label adhesion, the labels are manufactured in accordance with label specifications provided and the equipment is operated and maintained in accordance with the instructions contained in the Quadrel manual (two copies of the manual will be supplied by Quadrel with the labeling system; one printed copy, and one electronic copy). Quadrel guarantees the EQUIPMENT to perform after installation as stated.

1. Provided a sufficient amount of products are presented to the labeling system.
2. Dimensional inconsistency from one like product to be labeled to the other may result in additional label placement inaccuracy in direct relationship to the product inconsistency.
3. Slitting inconsistency within a given roll of labels or from one like roll to another may result in additional label placement inaccuracy in direct relationship to the slitting inconsistency.
4. If the Quadrel labeling system proposed herein does not include physical control of the product during label application, additional placement inaccuracy can occur in direct relationship to the product control inconsistency.
5. Label Placement Accuracy: Within Sigma 2 (approximately 95.5%) to be normal.

In the event of the failure if the Quadrel system to meet customer’s specifications, as quoted by Quadrel or subsequently agreed to by Quadrel. Quadrel upon written notice from buyer shall, at its option, repair the system, or refund the purchase price upon return of the system. The warranty provided in this article and the obligations and liabilities of Quadrel thereunder are exclusive and in lieu of, and buyer hereby waived, other remedies warranties, guarantees or liabilities, express or implied arising by law or otherwise (including without limitation, any obligations of Quadrel with respect to fitness for a particular purpose, merchantability, specific performance, incidental and consequential damages) whether or not occasioned by Quadrel’s negligence. This warranty should not be extended altered or varied except by written instrument signed by Quadrel and buyer.

EXCLUSIVE TERMS OF SALE:  The proposal attached hereto or to which these Terms and Conditions of Sale apply (the “Proposal”), together with these Terms and Conditions of sale (collectively, the “Sale Agreement”), constitutes the complete and exclusive statement of the agreement between Quadrel and the purchaser specified in the Proposal (“Purchaser”) concerning the equipment and other goods specified in the Proposal (collectively, the “Equipment”), as well as any and all services specified in the Proposal (collectively, the “Services”), and supersedes all prior contemporaneous agreements, representations and/or communications, either oral or written, between Quadrel and Purchaser or any representative such as parties with the respect to the subject matter of the Sale Agreement. No change to the Sale Agreement or waiver of any provision thereof will be binding on Quadrel unless made in writing and signed off by and authorized officer of Quadrel. Acceptance of the Equipment, in whole or part, or other express or implied assent by Purchaser to the terms hereof shall constitute Purchaser’s agreement to the terms of the Sale Agreement. Acceptance of any purchase order or other document of Purchaser by Quadrel is expressly made conditional on the Purchaser’s assent to the Sale Agreement. ANY ATTEMPTED MEMORIALIZATION OF THIS SALE BY A PURCHASE ORDER OR OTHER DOCUMENT CONTAINING TERMAND CONDITIONS INCOSISTANT WITH OR IN ADDITION TO THE CONDITIONS CONTAINED IN THE SALE AGREEMENT SHALL NOT BE BINDING UPON QUADREL AND QUADREL HEREBY EXPRESSLY OBJECTS TO AND REJECTS THE SAME.

GENERAL WARRANTY (EXCLUDES TABLETOP LABELERS)

THE WARRANTIES PROVIDED ABOVE ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES AND LIABILITIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO OTHER WARRANTIES ARE OFFERED BY QUADREL WITH RESPECT TO THE EQUIPMENT OR SERVICES AND QUADREL HAS NOT AUTHORIZED ANY EMPLOYEE OR AGENT TO OFFER ANY WARRANTIES EXCEPT THOSE PROVIDED ABOVE. PURCHASER AND QUADREL EXPRESSLY AGREE THAT THE WARRANTIES PROVIDED ABOVE SHALL SERVE AS PURCHASER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THE EQUIPMENT AND SERVICES.

PURCHASER REEQUIRMENTS. Purchaser must provide Quadrel descriptions and specifications of all labels and items to be labeled, including, without limitation, label material, product and label dimensions, and any other items required by Quadrel. Further, purchaser shall furnish Quadrel one (1) production size roll of each label and 100 samples of each item to be labeled for testing purposes. Quadrel shall have no liability (whether under its Limited One-Year Warranty or otherwise) for labeling performance on labels or items to be labeled:

• Which were not specified or sufficiently described in the Proposal: or
• With respect to which Purchaser fails to provide Quadrel the samples specified herein, even if such labels or items to be labeled were specified in the Proposal. Further, Quadrel shall have no liability for delays caused by Purchaser’s failure to furnish samples as specified herein.

LIMITATION OF WARRANTIES.  Quadrel shall have no obligation to honor its warranties and shall have no liability with respect to defective Equipment if:

• The Equipment has been modified, altered, damaged, abused or used for any other than those purposes intended by Quadrel.
• The Equipment has been changed without prior written consent from Quadrel.
• The equipment has not been operated and maintained in accordance with generally accepted commercial practices for similar equipment and Quadrel’s specifications and instructions, as published in the Quadrel manual.
• The surface if the product to be labeled is not clean and free of contamination, including, but not limited to, mold release agents, condensation, dirt and oil.
• Labels are not manufactured in accordance with label specifications provided by Quadrel, or are not from defects such as cracked edges, deep die strikes, etc.
• Labels and items to be labeled are not set forth in the Proposal.
• Samples of all products and labels were not provided to Quadrel for testing prior to Equipment shipment as required under “Purchaser Requirements” outlined above.
• There is dimensional inconsistency from one like roll of labels to another.
• The Equipment does NOT include physical control of the product.

LIMITATION OF REMEDIES.  All warranty claims shall be subject to review and approval by Quadrel. Quadrel’s obligation to honor warranties is in all cases limited to, at Quadrel’s sole option:

• Repair of defective Equipment or components: or
• Providing a cash refund or credit, after Purchaser has returned Equipment to Quadrel.

Where warranty service is to be provided at the Quadrel facility, Purchaser shall return Equipment claimed to be defective to Quadrel, freight prepaid, for review. No Equipment shall be returned to Quadrel, whether for inspection, repair, refund, or any other reason, without prior return authorization from Quadrel. Quadrel may charge Purchaser cost resulting from testing, handling and disposition of Equipment claimed to be defective by Purchaser which is found by Quadrel to conform to Quadrel’s warranties.

LIMITIATION OF LIABILITY.  QUADREL SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES BY REASON OF ANY ACT OR OMISSION OR ARISING OUT OF OR IN CONNECTION WITH THE (a) EQUIPMENT OR ITS SALE, DELIVERY, INSTALLATION, MAINTENANCE, OPERATION, OR PERFORMANCE, OR (b) SERVICES.  IN NO EVENT SHALL QUADREL’S LIABILITY EXCEED THE PRICE OF THE EQUIPMENT (OR THE PRICE OF THE SERVICES IF A CLAIM IS MADE WITH RESPECT TO THE SERVICES) WITH RESPECT TO WHICH A CLAIM IS MADE REGARDLESS OF WHETHER SUCH CLAIM IS BROUGHT AT LAS OR IN EQUITY AND REGARDLESS OF WHETHER SUCH CLAIM IS BROUGHT UNDER CONTRACT, BREACH OF WARRANTY, TORT OR ANY OTHER THEORY OF LAW OR EQUITY.

ORDERS:

Orders entered, verbal or written, cannot be cancelled except upon terms that will compensate Quadrel against any and all claims

START-UP SERVICE:

Quadrel will provide, at standard installation rates, the number of normal eight-hour working days for the Quadrel Field Service Technician to start the EQUIPMENT and to train PURCHASER’S operating and maintenance personnel. EQUIPMENT is not uncrated and emplaced in desired location by PURCHSER prior to arrival of Quadrel Field Service Technician, or if the EQUIPMENT cannot be made operational due to non-availability of products, labels, appropriate utilities and/or related production equipment, PURCHASER shall pay Quadrel for additional service time required including travel expenses, if applicable, in accordance with Quadrel’s Field Service rates. It is PURCHASER’s obligation to schedule the start-up service at a time when PURCHSER’S engineering, maintenance and selected production personnel are available.

SERVICE AFTER INSTALLATION:

Quadrel Field Service Technicians are available to customers who do not maintain their own service departments. This can be handles on a per visit basis. Field Service rates are available on request.

PAYMENT TERMS:

Payment terms are as follows: 50% of purchase with purchase order, 40% of purchase at the time of shipment, 10% of purchase (plus freight charges) due net 30 days. If shipment is delayed beyond 30 days after the EQUIPMENT has been made ready for shipment, and the delay is caused directly or indirectly by the PURCHASER, then the total of the unpaid balance, at option of Quadrel, may become immediately due and payable upon written notice. Payments not paid when due shall thereafter bear monthly service charges at the rate of 1.5% per month on the unpaid balance until paid. If, in Quadrel’s opinion, PURCHASER’S financial condition does not justify continuance of production or shipment on the terms of payment specified above, Quadrel may require payments in advance.

FINANCIAL IMPAIRMENT. Quadrel may, at its option, suspend performance if in its opinion the credit of the Purchaser becomes impaired until such time as Quadrel has received full payment, including any general price increases or surcharges, is satisfactory security for deliveries made and is satisfied as to Purchasers credit for future deliveries. Quadrel reserves the right to cancel Purchaser’s credit at any time for any reason. In addition, Quadrel reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Purchaser without Liability to Quadrel in the event of:

• Purchaser’s insolvency
• Filing of a voluntary petition in bankruptcy by Purchaser
• Filing of an involuntary petition in bankruptcy against Purchaser
• Appointment of a receiver or trustee for Purchaser
• Execution by Purchaser of an assignment for the benefit of creditors

TAXES:

The amount of any present or future federal, state, local or other taxes applicable to the sale of EQUIPMENT shall be added to the price and paid by PURCHASER unless PURCHASER provides a valid exemption certificate acceptable to Quadrel and the appropriate tax authority.

GOVERNING LAW AND JURISDICTION. The sale agreement shall be governed and construed in accordance with the domestic laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio. Any legal action, suit or proceeding relating to the Sale Agreement shall be heard and determined exclusively in the United States District Court for the Northern District of Ohio or the Court of Common Pleas of Lake County, Ohio, and each party irrevocably submits to the jurisdiction of either such courts and waives any objection which such party may have to the laying of venue of any such legal action, suit or proceeding in any such court. The Sale Agreement shall not be governed by the United Nations Convention on the International Sales of Goods. No actions arising out of the sale of Equipment or Services may be brought by either party more than one (1) year after shipment.

RETURNS:

EQUIPMENT sold by Quadrel is returnable only in accordance with the provisions hereof. Before returning of any EQUIPMENT or items thereof, PURCHASER must obtain Quadrel’s written return authorization and instructions.

FORCE MAJEURE:

Quadrel shall not be liable for any loss, damage, delay, changes in shipment schedules or failure to deliver due to act of God, accidents, fires, strikes, riots, civil commotion, insurrection, war, the elements, embargoes, failure of carriers, inability to obtain electricity or other type of energy, transportation facilities, raw material, equipment or any problem or any similar or different contingency beyond its reasonable control which would make performance commercially impractical whether or not the contingency is of the same class as those above. Quadrel shall in no event be liable for any consequential damages.

TITLE AND RISK OF LOSS:

Title and risk of loss to EQUIPMENT shall pass to PURCHASER upon delivery by Quadrel to a common carrier, regardless of the freight terms stated or method of payment for transportation charges. Quadrel reserves the right to specify routing of shipments.

ENTIRE AGREEMENT:

This agreement embodies the entire agreement and understanding between the parties, is intended as complete and exclusive statement of terms of the agreement between the parties and supersedes any prior agreements or understandings between the parties relating to the subject matter hereof. PURCHASER acknowledges that Quadrel has not made any representations to PURCHASER other than those which are contained herein. Except as provided in this agreement, no change in or addition to the terms contained herein shall be valid as between the parties unless set forth in writing which is signed by an authorized representative of both parties and which specifically states that it constitutes an amendment to this agreement.

The parties may use their normal commercial forms in connection herewith: however, any such forms shall be used for convenience only and any terms or provisions which may be contained therein inconsistent with or in addition to those contained herein shall have no force or effect whatsoever between parties hereto.

EFFECTIVE:

This proposal is based upon the current cost of labor and materials and shall remain in effect for a period of sixty (60) days from the date hereof unless revoked by Quadrel in writing prior to acceptance.

INDEMNIFICATION:

The purchaser of this product (“Customer”) hereby agrees to release, indemnify and hold harmless Quadrel and its agents, assignees and representatives for any and all liabilities, losses, costs, damages and expenses (including attorneys’ fees and expenses) arising, directly or indirectly, from any and all manner of claims, demands, actions and proceedings that may be instituted against Quadrel on any grounds.

The Customer agrees to, at the Customer’s own expense, promptly defend and continue the defense of any such claim, demands, actions or proceeding that may be brought against Quadrel, provided that Quadrel shall, within thirty (30) days of Quadrel receiving notice thereof, notify the Customer of such claims, demand, action or proceeding.

Quadrel shall at all times retain the right to defend itself and/or to otherwise participate in the defense of any such claim or action, and no settlement or other resolution of any such claims or action shall be finalized without Quadrel’s written approval. Any failure by Quadrel to give prompt notice or provide copies of documents or furnish relevant data shall not constitute a defense in whole or in part to any claim by Quadrel against the Customer except to extend that such failure by Quadrel shall result in a material prejudice to the Customer.

The forgoing notwithstanding, if suit shall have been against Quadrel and the Customer shall have failed, after the lapse of a reasonable time after written notice to it of such suit, to take action to defend the same. Quadrel shall have the sole right to defend the claim and shall be entitled to charge the customer with the reasonable cost of any such defense, including reasonable attorney’s fees, and Quadrel shall have the right, after notifying but without consulting the Customer, to settle or compromise such claim on any terms reasonably provided by Quadrel.

This release and indemnification is and shall be binding upon the Customer, as well as the Customer’s respective heirs, subsidiaries, affiliates, successors, assigns, agents and employees. If any provision or provisions of this release and indemnification shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions aft h Agreement shall not in any way be affected or impaired thereby. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto.

Any order put on hold or left dormant for any reason for 90 days will be considered cancelled. See Cancellation Policy below.

CANCELLATION POLICY:

In the event of order cancellation, the 50% down payment is non-refundable. Customer may also be responsible for additional charges covering engineering resources expended and committed materials depending upon the custom nature of the project and the point in the order process in which the cancellation occurs.

NOTE. No salesman, representative or agent of Quadrel is authorized to give a guarantee, warranty or make any representation contrary to above.