Terms and Conditions

GENERAL: These Standard Terms and Conditions (“Terms”) shall apply to all quotations and offers made, and purchase orders accepted by ResinTech, Inc, (“ResinTech”). These Terms shall apply to all sales made by ResinTech except to the extent that the Terms conflict with a sales agreement signed by ResinTech and Buyer. Any changes in the Terms must be specifically agreed to in writing, by a corporate officer of ResinTech, before being binding on either party. In the event these Terms conflict with the Terms set forth in any purchase order or other procurement document issued by Buyer, these Terms shall govern, and all such varying Terms and conditions are hereby rejected.

SALE REQUIREMENTS: Customers must submit written purchase orders. ResinTech Products are manufactured and sold in standard quantities or as a defined by the Current Price List / Quotation. Custom Packaging or labelling will be subject to additional charges. All requests to custom packaging must be made in writing and confirmed by ResinTech.

FULFILLMENT: Expedited shipments will be subject to additional charges to be determined at time of order placement. All requests to expedite shipments must be made in writing and confirmed by ResinTech.

FREIGHT: All Freight Collect shipments will be charged a minimum $35 handling fee for processing, international collect orders will be charged $75 handling fee for processing if ResinTech handles freight arrangements on behalf of the customer. No separate handling fee is charged for Prepaid and Add.

TERMS OF PAYMENT: (NET 30) Unless otherwise agreed in writing, payment Terms shall be net thirty (30) days from the date of invoice, subject to the approval of ResinTech credit department at the time of shipment. International orders will be executed with payment terms agreed upon by Sales department. Internet orders are credit card payment only. Buyer agrees to pay interest on any past due balance at the rate of one- and one-half percent per month (18% per annum). In the event ResinTech is required to bring legal action to collect delinquent accounts, Buyer agrees to pay ResinTech's reasonable attorney’s fees and costs incurred because of the delinquency. ResinTech shall retain a security interest in the products sold until Buyer’s final payment. ResinTech reserves the right to require payment in advance, C.O.D., letter of credit and may otherwise modify its credit Terms at its sole discretion, based upon the Buyer’s financial condition. Payments by credit card are subject to a 3% processing fee.

TAXES: Federal, state or local taxes which are property billable to Buyer shall be stated separately in ResinTech's invoices. All tax exemption certificates will be accepted by ResinTech.

TITLE AND RISK OF LOSS: All shipments will follow the newest Incoterms guidelines as they pertain to transfer of risk and loss. PPD&ADD shipments will be covered based off declared value and follow Incoterm’s guidelines, ResinTech strongly suggests that collect shipments more than $15,000 have a declared value when shipping. All collect claims for loss or damages must be filed with the carrier. ResinTech assumes no liability for delay, breakage or damage after having placed products in good order at the disposal of Buyer or Buyer’s carrier at ResinTech's facility.

RETURNED GOODS: No products under this contract may be returned without authorization and a Return Material Authorization (RMA) number from ResinTech. All material must be in new and marketable condition. The Buyer will be responsible for the cost of returned freight unless agreed to in advance with ResinTech. ResinTech reserved the rights to levy a restocking charge of up to 35% on all goods. Special/Custom orders cannot be returned.

CANCELLATION: Cancellations and/or change orders must be provided in writing and are subject to approval by ResinTech. A charge may be levied depending on the progress of the order to cover all costs and expenses incurred. For custom orders, buyers are responsible for any material purchase or other commitments made.

SPECIFICATIONS: Products will meet or exceed ResinTech Internal Specifications unless otherwise agreed to with the buyer. Customer specific product specifications must be agreed to in advance and included with the written purchase order.

LIMITED WARRANTY: ResinTech warrants that product sold hereunder shall be free from defects in materials and workmanship and shall conform to ResinTech's specifications for a period of six months from the date of shipment of said products stored in factory packaging excluding products where a limited shelf life is noted. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident, or modification. ResinTech’s sole obligation to Buyer for products failing to meet the aforesaid warranty shall be, at ResinTech option: to (a) replace the non-conforming products, or (b) issue Buyer a credit for the purchase price of the non-conforming products, where (i) ResinTech has timely received written notice and reasonable detail of any non-conformity; (ii) after ResinTech written authorization to do so; and (iii) ResinTech has determined that the product is non-conforming and that such non-conformity is not the result of misuse, neglect or other causes beyond the control of ResinTech. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE.

LIMITATION OF LIABILITY: Promptly upon receipt of all products delivered hereunder, Buyer will inspect such products for any damage, defect, or shortage. All claims for shortage, non- delivery or for defect that would reasonably be discoverable during such investigation will be waived unless Buyer notifies ResinTech within thirty (30) days after the receipt of the products to which the claim related. ResinTech shall not be liable for damages due to delays in delivery and shall not be liable for special, consequential, or incidental costs or damages of any kind, however caused, whether arising from contract, tort, negligence or otherwise, including, without limitation, damages to persons or property, loss of profits, goodwill, overhead costs or procurement of substitute goods, loss of profits, or any other damages. Except as otherwise expressly provided for in these Terms, ResinTech's liability to Buyer shall not exceed the refunding of the purchase price of the products sold hereunder.

ADDITIONAL COSTS: The Buyer agrees to pay for any loss, or any extra costs incurred by ResinTech through the Buyer’s instructions or lack of instructions or through failure or delay by Buyer in taking delivery or through any acts of default on the part of the Buyer.

CONTINGENCIES: ResinTech will use commercially reasonable efforts to fill all orders in accordance with the agreed upon schedule and quantity. ResinTech reserves the right to make products available in installments and the contract of sale shall be severable as to each such installment. Any delay in delivery or other default with respect to any installment of any one or more products shall not relieve Buyer of its obligation to accept and pay for remaining deliveries. ResinTech shall not be responsible for any failure to perform due to acts of God, pandemic, epidemic, war, riot, acts of terrorism, embargos, acts of civil or military authorities, fire, flood, earthquake, accident, strike, shortages of transportation facilities, fuel, labor or materials, or for any other cause beyond ResinTech's reasonable control. In the event of any delay caused by any such contingency, the date of shipment shall, at ResinTech's discretion, be deferred on a day-by-day basis until such event has terminated. Should ResinTech's production be curtailed for any of the aforesaid reasons, and ResinTech cannot make available the full amount of product purchases hereunder, ResinTech may allocate production deliveries, in its sole discretion, to ResinTech's various customers then under contract for similar goods. ResinTech's allocation will be made in a commercially reasonable manner.

REPRESENTATIONS: No statement, description, warranty, condition, or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the agents or employees of ResinTech shall be construed to enlarge, vary, or override in any way thereof any of these Terms.

TYPOGRAPHICAL, CLERICAL OR OTHER ERRORS: Any typographical, clerical, or other errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by ResinTech shall be subject to correction without any liability on the part of ResinTech.

CONTROLLING LAW; VENUE AND JURISDICTION: These Terms shall be governed by and construed under the laws of the State of NewJersey, without regard to principals of conflicts of law. All disputes arising hereunder shall be subject to the exclusive jurisdiction and venue of the Superior Court of New Jersey in Camden County.

ATTORNEY’S FEES: The prevailing party in any legal action brought by one party against the other been titled, in addition to any other rights or remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorney’s fees.

GENERAL: These Standard Terms and Conditions (“Terms”) shall apply to all quotations and offers made, and purchase orders accepted by ResinTech Aries FilterWorks, Inc, (“ResinTech”). These Terms shall apply to all sales made by ResinTech except to the extent that the Terms conflict with a sales agreement signed by ResinTech and Buyer. Any changes in the Terms must be specifically agreed to in writing signed by a corporate officer of ResinTech, before being binding on either party. In the event these Terms conflict with the Terms set forth in any purchase order or other procurement document issued by Buyer, these Terms shall govern, and all such varying Terms and conditions are hereby rejected.

SALE REQUIREMENTS: Customers must submit written purchase orders. ResinTech FilterWorks Products are manufactured and sold in standard quantities or as defined by the Current Price List or Quotation. Filter Cartridge Products are manufactured and sold in case quantities or as a defined cartridge kit. A $25.00 handling fee applies for non-case quantities. Custom Packaging or labelling will be subject to additional charges. All requests for custom packaging must be made in writing and confirmed by ResinTech.

MINIMUM ORDER REQUIREMENTS: The MINIMUM ORDER requirement is $500.00 net, exclusive of freight. Orders below minimum order value will be subject to a $25.00 handling fee.

FULLFILMENT: Typical lead times for Standard Products are defined on the Pricelist or Quotation. Custom products are to be quoted at the time of order. Resintech will assess a $25.00 handling fee for ground collect, dropship or expedited shipments. All requests to expedite shipments must be made in writing and confirmed by ResinTech. All Freight Collect shipments and/ or, international shipments will be charged a minimum $25 handling fee for processing. No separate handling fee charged for Prepaid and Add.

TERMS OF PAYMENT: NET30 Unless otherwise agreed in writing, payment Terms shall be Net thirty (30) days from the date of invoice, subject to the approval of ResinTech’s credit department at the time of shipment. Credit Card payments are assessed a 3% fee. International orders require payment in advance unless otherwise noted. Internet orders are credit card payment only. Buyer agrees to pay interest on any past due balance at the rate of one- and one-half percent per month (18% per annum). In the event ResinTech is required to bring legal action to collect delinquent accounts, Buyer agrees to pay ResinTech’ reasonable attorney’s fees and costs of suit. ResinTech shall retain a security interest in the products sold until Buyer’s final payment. ResinTech reserves the right to require payment in advance, C.O.D., letter of credit and may otherwise modify its credit Terms at its sole discretion, based upon the Buyer’s financial condition.

TAXES: Federal, state or local taxes which are property billable to Buyer shall be stated separately in ResinTech’ invoices. All tax exemption certificates will be accepted by ResinTech.

TITLE AND RISK OF LOSS: All shipments will follow the newest Incoterms guidelines as they pertain to transfer of risk and loss. PPD&ADD shipments will be covered based off declared value and follow Incoterm’s guidelines, ResinTech strongly suggests that collect shipments more than $5,000 have a declared value when shipping. All collect claims for loss or damages must be filed with the carrier. ResinTech assumes no liability for delay, breakage or damage after having placed products in good order at the disposal of Buyer or Buyer’s carrier at ResinTech’ facility.

RETURNED GOODS: No products under this contract may be returned without authorization and a Return Material Authorization (RMA) number from ResinTech. All material must be in new and marketable condition. The Buyer will be responsible for the cost of returned freight unless agreed to in advance with Resintech. ResinTech reserved the rights to levy a restocking charge of up to 35% on all goods. Special/Custom orders are final and cannot be returned.

CANCELLATION: Cancellations and/or change orders must be provided in writing and are subject to approval by ResinTech. A charge may be levied depending on the progress of the order to cover all costs and expenses incurred. For custom orders, buyers are responsible for any material purchase or other commitments made.

SPECIFICATIONS: Products will meet or exceed ResinTech Internal Specifications unless otherwise agreed to with the buyer. Customer specific product specifications must be agreed to in advance and included with the written purchase order.

LIMITED WARRANTY: ResinTech warrants that product sold hereunder shall be free from defects in materials and workmanship and shall conform to ResinTech’ specifications for a period of six months from the date of shipment of said products stored in factory packaging excluding products where a limited shelf life is noted. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident, or modification. ResinTech’s sole obligation to Buyer for products failing to meet the aforesaid warranty shall be, at ResinTech option: to (a) replace the non-conforming products, or (b) issue Buyer a credit for the purchase price of the non-conforming products, where (i) ResinTech has timely received written notice and reasonable detail of any non-conformity; (ii) after ResinTech written authorization to do so; and (iii) ResinTech has determined that the product is non-conforming and that such non-conformity is not the result of misuse, neglect or other causes beyond the control of ResinTech. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY: Promptly upon receipt of all products delivered hereunder, Buyer will inspect such products for any damage, defect, or shortage. All claims for shortage, non-delivery or for defect that would reasonably be discoverable during such investigation will be waived unless Buyer notifies ResinTech within thirty (30) days after the receipt of the products to which the claim related. ResinTech shall not be liable for damages due to delays in delivery and shall not be liable for special, consequential, or incidental costs or damages of any kind, however caused, whether arising from contract, tort, negligence or otherwise, including, without limitation, damages to persons or property, loss of profits, goodwill, overhead costs or procurement of substitute goods, loss of profits, or any other damages. Except as otherwise expressly provided for in these Terms, ResinTech’ liability to Buyer shall not exceed the refunding of the purchase price of the products sold hereunder.

ADDITIONAL COSTS: The Buyer agrees to pay for any loss, or any extra costs incurred by ResinTech through the Buyer’s instructions or lack of instructions or through failure or delay by Buyer in taking delivery or through any acts of default on the part of the Buyer.

CONTINGENCIES; DELAY; FORCE MAJEURE: ResinTech will use commercially reasonable efforts to fill all orders in accordance with the agreed upon schedule and quantity. ResinTech reserves the right to make products available in installments and the contract of sale shall be severable as to each such installment. Any delay in delivery or other default with respect to any installment of any one or more products shall not relieve Buyer of its obligation to accept and pay for remaining deliveries. ResinTech shall not be responsible for any failure to perform due to acts of God, epidemic, war, riot, acts of terrorism, embargos, acts of civil or military authorities, fire, flood, earthquake, accident, strike, shortages of transportation facilities, fuel, labor or materials, or for any other cause beyond ResinTech’ reasonable control. In the event of any delay caused by any such contingency, the date of shipment shall, at ResinTech’ discretion, be deferred on a day-by-day basis until such event has terminated. Should ResinTech’ production be curtailed for any of the aforesaid reasons, and ResinTech cannot make available the full amount of product purchases hereunder, ResinTech may allocate production deliveries, in its sole discretion, to ResinTech’ various customers then under contract for similar goods. ResinTech’ allocation will be made in a commercially reasonable manner.

REPRESENTATIONS: No statement, description, warranty, condition, or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the agents or employees of ResinTech shall be construed to enlarge, vary, or override in any way thereof any of these Terms.

TYPOGRAPHICAL, CLERICAL OR OTHER ERRORS: Any typographical, clerical, or other errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by ResinTech shall be subject to correction without any liability on the part of ResinTech.

CONTROLLING LAW; VENUE AND JURISDICTION: These Terms shall be governed by and construed under the laws of the State of New Jersey, without regard to principals of conflicts of law. All disputes arising hereunder shall be subject to the exclusive jurisdiction and venue of the Superior Court of New Jersey in Camden County.

ATTORNEY’S FEES: The prevailing party in any legal action brought by one party against the other shall be entitled, in addition to any other rights or remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorney’s fees.

GENERAL: These Standard Terms and Conditions (“Terms”) shall apply to all quotations and offers made, and purchase orders accepted by Regeneration Services Division of ResinTech, Inc. (“ACM Technologies”). These Terms shall apply to all sales made by ACM Technologies except to the extent that the Terms conflict with a sales agreement signed by ACM Technologies and Buyer. Any changes in the Terms must be specifically agreed to in writing signed by a corporate officer of ACM Technologies, before being binding on either party. In the event these Terms conflict with the Terms set forth in any purchase order or other procurement document issued by Buyer, these Terms shall govern and any and all such varying Terms and conditions are hereby rejected.

TERMS OF PAYMENT: Unless otherwise agreed in writing, payment terms shall be net thirty (30) days from the date of invoice, subject to the approval of ACM Technologies credit department at the time of shipment. Buyer agrees to pay interest on any past due balance at the rate of one and one half percent per month (18% per annum). In the event ACM Technologies is required to bring legal action to collect delinquent accounts, Buyer agrees to pay ACM Technologies reasonable attorney’s fees and costs of suit. ACM Technologies shall retain a security interest in the products sold until Buyer’s final payment. ACM Technologies reserves the right to require payment in advance, C.O.D., letter of credit and may otherwise modify its credit Terms at its sole discretion, based upon the Buyer’s financial condition. Credit Card payments are subject to a 3% processing fee.

TITLE AND RISK OF LOSS: Title to and all risk of loss of all products sold hereunder will pass to Buyer at the point of shipment. All claims for loss or damages must be filed with the carrier. ACM Technologies assumes no liability for delay, breakage or damage after having placed products in good order at the disposal of Buyer or Buyer’s carrier at ACM Technologies facility.

LIMITED WARRANTY: ACM Technologies warrants that products sold hereunder shall be free from defects in materials and workmanship and shall conform to ACM Technologies specifications for a period of one year from the date of shipment of said products. The foregoing warranty does not apply to any products which have been the subject to misuse, neglect, accident or modification. ACM Technologies sole obligation to Buyer for products failing to meet the aforesaid warranty shall be, at ACM Technologies option: to (a) replace the non-conforming products, or (b) issue Buyer a credit for the purchase price of the non-conforming products, where (i) ACM Technologies has timely received written notice and reasonable detail of any non-conformity; (ii) after ACM Technologies written authorization to do so; and (iii) ACM Technologies has determined that the product is non-conforming and that such non-conformity is not the result of misuse, neglect or other causes beyond the control of ACM Technologies. THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

PATENT WARRANTY: ACM Technologies warrants that the use alone or sale in its original state of any products delivered hereunder will not infringe upon the claims of any United States patent covering said products. ACM Technologies agrees that it will defend and indemnify Buyer with respect to any suit instituted against Buyer on account of any claimed infringement of a United States patent in the use alone or sale in its original state of any products delivered hereunder, provided ACM Technologies is promptly informed by Buyer of any such claim. Buyer shall provide ACM Technologies with each communication, notice, or other action relating to the alleged infringement and give full authority, information and assistance necessary for ACM Technologies to defend or settle such suit or proceeding. ACM Technologies shall have absolute control of the defense and settlement of any infringement suit or proceeding for which the Buyer seeks indemnification and a defense under this paragraph. ACM Technologies, after notification of such claim and suit for infringement, may at its own option and as an alternative to defending the suit, either procure for Buyer the right to continue using said product or replace said product with a non-infringing product. The foregoing states the entire liability of ACM Technologies for patent infringement of ACM Technologies products.

LIMITATION OF LIABILITY: Promptly upon receipt of all products delivered hereunder, Buyer will inspect such products for any damage, defect or shortage. All claims for shortage, non-delivery or for defect that would reasonably be discoverable in the course of such investigation will be waived unless Buyer notifies ACM Technologies within thirty (30) days after the receipt of the products to which the claim related. ACM Technologies shall not be liable for damages due to delays in delivery and shall not be liable for special, consequential or incidental costs or damages of any kind, however caused, whether arising from contract, tort, negligence or otherwise, including, without limitation, damages to persons or property, loss of profits, goodwill, overhead costs or procurement of substitute goods, loss of profits, or any other damages. Except as otherwise expressly provided for in these Terms, ACM Technologies liability to Buyer shall not exceed the refunding of the purchase price of the products sold hereunder.

ADDITIONAL COSTS: The Buyer agrees to pay for any loss or any extra costs incurred by ACM Technologies through the Buyer’s instructions or lack of instructions or through failure or delay by Buyer in taking delivery or through any acts of default on the part of the Buyer.

CONTINGENCIES; DELAY; FORCE MAJEURE: ACM Technologies will use commercially reasonable efforts to fill all orders in accordance with the agreed upon schedule and quantity. ACM Technologies reserves the right to make products available in installments and the contract of sale shall be severable as to each such installment. Any delay in delivery or other default with respect to any installment of any one or more products shall not relieve Buyer of its obligation to accept and pay for remaining deliveries. ACM Technologies shall be responsible for any failure to perform due to acts of God, war, riot, acts of terrorism, embargos, acts of civil or military authorities, fire, flood, earthquake, accident, strike, shortages of transportation facilities, fuel, labor or materials, or for any other cause beyond ACM Technologies reasonable control. In the event of any delay caused by any such contingency, the date of shipment shall, at ACM Technologies discretion, be deferred on a day by day basis until such event has terminated. Should ACM Technologies production be curtailed for any of the aforesaid reasons, and ACM Technologies cannot make available the full amount of product purchases hereunder, ACM Technologies may allocate production deliveries, in its sole discretion, to ACM Technologies various customers then under contract for similar goods. ACM Technologies allocation will be made in a commercially reasonable manner.

REPRESENTATIONS: No statement, description, warranty, condition or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the agents or employees of ACM Technologies shall be construed to enlarge, vary or override in any way thereof any of these Terms

TYPOGRAPHICAL, CLERICAL OR OTHER ERRORS: Any typographical, clerical or other errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by ACM Technologies shall be subject to correction without any liability on the part of ACM Technologies.

CONTROLLING LAW; VENUE AND JURISDICTION: These Terms shall be governed by and construed under the laws of the State of New Jersey, without regard to principals of conflicts of law. Any and all disputes arising hereunder shall be subject to the exclusive jurisdiction and venue of the Superior Court of New Jersey in Camden County.

ATTORNEY’S FEES: The prevailing party in any legal action brought by one party against the other shall be entitled, in addition to any other rights or remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorney’s fees.

MISCELLANEOUS: Any change, waiver or deviation made by ACM Technologies during the course of doing business with Buyer shall not exclude or diminish, in any way the effectiveness of any portion of these Terms, nor shall it determine or limit the effectiveness of any other agreement between the parties for any other transaction at any time.

If any term or provision set forth in these Terms is determined to be illegal, unenforceable or invalid, in whole or in part, for any reason, such provision shall be stricken, without affecting the legality, enforceability or validity of the remaining Terms.

These Terms and the documents and agreements referred to herein, set forth the entire agreement between the parties with regard to the subject matter hereof and supersede all previous agreements between or among the parties. There are no agreements, representations or warranties between or among the parties other than those set forth herein, or in the documents and agreements referred to herein.