Terms and Conditions of Sale

1. Applicability and Entire Agreement

These Terms and Provisions, together with any quotation, sales order acknowledgment, invoice, credit agreement, or other written document issued by ACI Plastics, Inc. (“ACI”), constitute the entire agreement between ACI and Buyer regarding the sale of goods and supersede all prior or contemporaneous discussions, negotiations, understandings, representations, warranties, and communications, whether oral or written.

ACI expressly rejects any additional or different terms contained in Buyer’s purchase orders, acknowledgments, forms, or other documents. Acceptance of Buyer’s order, shipment of goods, or any other performance by ACI shall not constitute acceptance of any terms proposed by Buyer that are inconsistent with these Terms and Provisions.

No modification or amendment of these Terms and Provisions shall be binding unless made in writing and signed by an authorized representative of ACI.

If the parties have entered into a separate written agreement signed by both parties that specifically governs the sale of products and expressly supersedes these Terms and Provisions, the terms of that agreement shall control to the extent of any conflict.

2. Technical Advice

Upon request, ACI will endeavor to furnish such technical advice as may be available regarding the use of its products by Buyer. It is expressly understood that any technical advice furnished by ACI regarding the use of its products is provided without charge. ACI assumes no obligation or liability for advice given or results obtained, and all such advice is given and accepted at Buyer’s sole risk.

3. Order Acceptance

Submission of a purchase order by Buyer constitutes an offer to purchase goods subject exclusively to these Terms and Provisions.

No order shall be binding on ACI unless accepted by ACI. ACI reserves the right to reject, refuse, suspend, modify, or cancel any order at its sole discretion and without liability prior to shipment.

ACI reserves the right to discontinue any product at any time without liability unless otherwise agreed in writing.

4. Product Use and Limited Remedy

ACI Plastics offers sheet trimming services for Buyer’s convenience at an additional charge. Cuts are rip cuts only, and cutting tolerances may vary by ±0.125 inches.

ACI shall not be responsible for reinstallation costs, fabrication expenses, labor charges, or any direct, indirect, incidental, special, or consequential losses resulting from product failure, improper storage, misuse, neglect, handling errors, or misapplication of the product.

If Buyer receives defective material, ACI may, at its sole discretion:

1. Replace the defective material F.O.B. the shipping location from which the material originated; or
2. Refund the purchase price paid for the defective material.

These remedies constitute Buyer’s sole and exclusive remedies.

5. Order Cancellation

If an order is cancelled after it has been confirmed by the customer but before shipment, the order may be subject to a 25% restocking fee.

6. Special Orders

Any non-stock item is considered a Special Order by ACI.

If a Special Order is cancelled after it has been placed with the supplier but prior to receipt, Buyer may be responsible for:

• Inbound freight charges;
• Outbound freight charges;
• Supplier-imposed cancellation charges; and/or
• Applicable restocking fees.

Special Orders, custom products, fabricated products, and cut-to-size products are generally non-cancelable and non-returnable once production or procurement has begun.

7. Pricing Adjustments

Quoted prices are subject to change without notice until shipment.

ACI reserves the right to pass through increases in freight charges, fuel surcharges, duties, tariffs, taxes, governmental fees, supplier-imposed surcharges, and other costs imposed after order acceptance but before shipment.

8. Taxes

All prices are exclusive of applicable federal, state, local, sales, use, excise, value-added, import, export, environmental, recycling, customs, and similar taxes, duties, or governmental charges.

Buyer shall be responsible for payment of all such taxes and charges, except taxes imposed on ACI’s net income.

9. Payment Terms

Unless otherwise agreed in writing:

• Payment terms are Net 30 days from invoice date.
• Past-due balances shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
• Buyer shall reimburse ACI for all costs of collection, including reasonable attorneys’ fees, court costs, collection agency fees, and related expenses.
• Buyer shall not withhold payment, offset invoices, or deduct any amounts based on disputed claims without ACI’s prior written consent.

If ACI reasonably determines that Buyer’s financial condition has become impaired, ACI may require:

• Advance payment;
• Cash on Delivery (COD);
• Shortened payment terms;
• Additional security; or
• Suspension of further shipments until satisfactory arrangements have been made.

10. Partial Shipments

ACI may make partial shipments and invoice Buyer for products shipped. Each shipment shall constitute a separate sale and transaction. Buyer shall pay for products delivered regardless of whether a shipment completes Buyer’s order.

11. Inspection, Claims, and Returns

Buyer is responsible for inspecting all goods immediately upon arrival and notifying ACI in writing of any discrepancies within seven (7) business days of delivery.

Failure to provide written notice within seven (7) business days constitutes an absolute and unconditional waiver of all claims relating to the goods.

No claim shall be allowed unless approved by an authorized representative of ACI.

Return Requirements

• A Return Authorization Number (RMA) must be obtained before any return.
• Returned goods must be properly packaged to prevent damage in transit.
• Returns may be subject to a restocking fee.
• No returns will be accepted after fourteen (14) days from delivery.
• Only full, undamaged sheets in resalable condition will be accepted for return.
• No cut-to-size, trimmed, fabricated, custom, or Special Order products may be returned unless approved by ACI due to a verified product defect.

Except as expressly authorized by ACI, all sales are final.

Questions regarding claims or returns should be directed to ACI’s customer service department.

12. Limited Warranty

ACI warrants only that products sold shall materially conform to the manufacturer’s published specifications, if any, at the time of shipment and that ACI conveys good title to the products sold.

ACI’s sole obligation and Buyer’s exclusive remedy shall be repair, replacement, or refund of the purchase price, at ACI’s sole discretion.

Buyer must notify ACI promptly of any alleged defect and give ACI a reasonable opportunity to inspect the product.

13. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL PRODUCTS ARE SOLD “AS IS” AND ACI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

ACI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• TITLE (OTHER THAN AS EXPRESSLY STATED ABOVE);
• PERFORMANCE ARISING FROM COURSE OF DEALING;
• USAGE OF TRADE; AND
• COURSE OF PERFORMANCE.

Buyer acknowledges that it has independently determined the suitability of products for its intended use and has not relied on any statement or representation not expressly contained herein.

14. Medical, Life-Safety, and Critical Applications

Unless expressly approved in writing by ACI, products are not warranted or represented as suitable for:

• Medical devices;
• Implantable devices;
• Life-support systems;
• Aircraft or aerospace safety systems;
• Nuclear applications; or
• Any critical-use application where product failure could result in personal injury, death, or significant property damage.

15. Third-Party Products

ACI makes no warranty of any kind regarding products manufactured by third parties and sold, distributed, or supplied by ACI.

Any warranties provided by third-party manufacturers shall be Buyer’s sole remedy regarding such products.

16. Warranty Exclusions

Any warranty shall be void if:

• Products are altered, modified, fabricated, machined, repaired, or processed by Buyer or a third party;
• Products are improperly stored or maintained;
• Products are installed or used contrary to manufacturer recommendations;
• Products are subjected to abuse, misuse, neglect, accident, or abnormal operating conditions; or
• Products are combined with materials or components not approved for such use.

17. CARRIER IS RESPONSIBLE FOR DAMAGE IN TRANSIT

Goods leave ACI in good condition, and responsibility for safe delivery transfers to the carrier when the shipment departs ACI’s facility.

All shipments are packaged using standard approved methods and are carefully prepared for transport.

Customer Pickups

If products are picked up by Buyer or Buyer’s representative, Buyer must inspect the material before accepting it. Upon signing for and receiving the goods, Buyer assumes full responsibility for the shipment.

Delivered Shipments

If products are delivered by a freight carrier, Buyer must inspect the shipment upon delivery. Signing the delivery receipt acknowledges receipt of the shipment in acceptable condition unless damage or shortages are clearly noted.

Online Orders

For online purchases, ACI reserves the right to select the freight carrier.

Customers are responsible for providing accurate shipping information and selecting any required services, including but not limited to:

• Liftgate service;
• Residential delivery;
• Limited access delivery; and
• Appointment delivery requirements.

Additional charges resulting from incorrect or incomplete shipping information are the responsibility of the customer.

18. Title and Risk of Loss

Risk of loss transfers to Buyer upon tender of the goods to the carrier at ACI’s shipping location.

Buyer assumes all responsibility for unloading, storage, handling, processing, fabrication, installation, application, and use of products after shipment.

ACI shall not be responsible for losses arising from Buyer’s unloading equipment, storage practices, fabrication methods, or downstream applications.

19. Freight Damage Procedures

If visible damage is discovered at delivery, Buyer must obtain written acknowledgment of the damage from the carrier before the carrier leaves the delivery location.

If concealed damage is discovered after delivery, Buyer must immediately contact the local carrier and request an inspection.

ACI does not file concealed damage claims on behalf of customers.

A. Shipments Using Customer or Third-Party Freight Accounts

If shipment was made using Buyer’s freight account, a third-party account, collect billing terms, or any carrier account not controlled by ACI, Buyer is solely responsible for filing and resolving any claims with the carrier.

B. Prepaid Freight or Freight Added to Invoice

If freight was prepaid by ACI or added to Buyer’s invoice:

1. Notify ACI immediately.
2. Do not return damaged products without prior authorization.
3. Retain all packaging materials and products for carrier inspection.
4. Contact ACI for replacement shipments. Replacement orders will not be automatically processed without Buyer authorization.

ACI will make reasonable efforts to assist customers with freight-related issues; however, failure to follow these procedures may result in denial of the claim by the carrier.

20. Shortages

Immediately verify the number of skids, cartons, pieces, and sheets received against the packing list and carrier freight bill.

Any shortage must be noted on the carrier’s delivery receipt at the time of delivery. Failure to document shortages at delivery may impair the ability to recover damages from the carrier.

21. Customer Indemnification

Buyer shall defend, indemnify, and hold harmless ACI, its officers, employees, affiliates, successors, and assigns from any claims, liabilities, damages, losses, costs, expenses, fines, penalties, and attorneys’ fees arising from:

• Buyer’s storage, handling, fabrication, processing, installation, marketing, resale, or use of products;
• Buyer’s negligence or misuse of products;
• Product designs, specifications, or instructions supplied by Buyer;
• Buyer’s violation of applicable laws or regulations; or
• Claims by third parties arising from Buyer’s products or services.

22. Intellectual Property Claims

Buyer assumes all risks relating to any patent, trademark, copyright, trade secret, trade dress, or other intellectual property infringement arising from:

• Products manufactured to Buyer’s specifications;
• Buyer’s designs or instructions;
• Buyer’s methods of use; or
• The combination of ACI products with other products, materials, or systems.

Buyer shall defend, indemnify, and hold ACI harmless from any such claims.

23. Limitation of Liability

THE REMEDIES SET FORTH IN THESE TERMS CONSTITUTE BUYER’S SOLE AND EXCLUSIVE REMEDIES.

IN NO EVENT SHALL ACI BE LIABLE FOR:

• LOST PROFITS;
• LOST REVENUE;
• LOSS OF BUSINESS;
• LOSS OF GOODWILL;
• LOSS OF USE;
• LOSS OF DATA;
• BUSINESS INTERRUPTION;
• INCIDENTAL DAMAGES;
• CONSEQUENTIAL DAMAGES;
• SPECIAL DAMAGES;
• EXEMPLARY DAMAGES; OR
• PUNITIVE DAMAGES.

ACI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY PRODUCT OR TRANSACTION SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

24. Force Majeure

ACI shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including:

• Acts of God;
• Fire;
• Flood;
• Severe weather;
• Natural disasters;
• Epidemics or pandemics;
• War;
• Terrorism;
• Civil unrest;
• Labor disputes;
• Transportation interruptions;
• Utility failures;
• Raw material shortages;
• Supplier failures;
• Government actions, regulations, tariffs, restrictions, or embargoes; or
• Any other event beyond ACI’s reasonable control.

Delivery schedules shall be extended for the duration of the force majeure event.

25. Governmental Regulations and Tariff Changes

If any law, regulation, tariff, duty, governmental restriction, trade action, or regulatory requirement materially impacts ACI’s ability to supply products or materially increases the cost of performance, ACI may:

• Revise pricing;
• Modify delivery schedules;
• Allocate available inventory among customers; or
• Cancel affected orders without liability.

26. Storage Disclaimer

ACI is not responsible for damage, deterioration, loss, contamination, theft, vandalism, or other adverse conditions affecting materials stored by customers, whether indoors or outdoors.

This includes, but is not limited to, damage resulting from:

• Weather exposure;
• Sunlight and ultraviolet (UV) exposure;
• Temperature fluctuations;
• Humidity or moisture;
• Improper storage practices;
• Pests;
• Theft; or
• Other unforeseen events.

Customers are solely responsible for properly storing and protecting purchased materials.

Materials stored outdoors may experience deterioration of protective film, masking, or paper coverings. Exposure to outdoor conditions may cause masking materials to become difficult or impossible to remove and may permanently adhere to the product surface.

27. Governing Law and Venue

These Terms and Provisions shall be governed by and construed under the laws of the State of Missouri, without regard to conflict-of-law principles.

Any legal action arising out of these Terms and Provisions shall be brought exclusively in the state or federal courts located in St. Louis County, Missouri, and Buyer consents to the jurisdiction and venue of such courts.