TERMS AND CONDITIONS

The sale of any product described or referred to herein is expressly conditioned upon the terms and conditions set forth below. Any acceptance order for, any statement or intent to purchase any such products or any direction to proceed with such purchase shall constitute assent to said terms and conditions. Any additional or different terms or conditions set forth in any such communication from the Buyer are hereby objected to by ICI Paints (Seller) and shall not be effective or binding unless assented to in writing by an authorized representative of Seller.

TERMS

Unless otherwise provided, net 30 days, F.O.B. manufacturing point, freight collect.

TITLE AND RISK OF LOSS

Title and risk of loss shall pass from Seller to Buyer at the time the products are placed on board at the point of manufacture.

RETURNED GOODS

No goods may be returned for any reason without Seller?s written permission. If returned for reasons other than Seller?s error in filling Buyer?s order, the Buyer will receive a credit in the amount of the billed price of the goods returned less a handling charge not to exceed 25% on wallcovering and 15% on all other items, if returned in 90 days (30 days for wallcoverings) of the invoice date. Amount of credit given for materials returned after 90 days (30 days for walcoverings) is subject to negotiation. Goods returned to Seller are to be shipped by the Buyer F.O.B. Seller?s designated warehouse.

FAIR LABOR STANDARDS ACT

Seller warrants that all goods furnished hereunder have been produced in compliance with all applicable laws and regulations, including the applicable requirements of the Fair Labor Standards Act, as amended, and of regulations and orders of the U.S. Department of Labor issued hereunder. Seller also is in compliance with applicable requirements of Executive Order 11141 and 11246, as well as the Rehabilitation Act of 1973, as amended.

FORCE MAJEURE

Seller shall not be liable for delays in delivery or performance or for failure to manufacture, deliver or perform due to a cause beyond its reasonable control or an act of God, act of Buyer, act of civil or military authority, strike or other labor disturbance, delay in transportation or car shortage, inability of Seller to obtain necessary materials (including energy source), components, services or facilities. Quantities so effected shall be eliminated from this contract without liability, but this contract shall otherwise remain unaffected. Seller may, during any period of shortage due to any of the above causes, allocate its supply of raw materials among its various uses therefor (e.g., manufacturing and sales) in such manner as Seller deems practicable and allocate its supply of such goods among such various users thereof in any manner which Seller deems fair and reasonable.

LIMITED WARRANTY

Subject to the ?limitation of actions? and the ?limitation of liability? sections below, the Seller warrants that the goods sold hereunder will conform to its standard specifications. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY OTHER KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER.

LIMITATION OF ACTIONS

In accordance with the Uniform Commercial Code, the applicable Statue of Limitations is reduced from four (4) years to one (1) year. Buyer must commence any action arising out of this contract of sale within one (1) year after tender of delivery is made.

LIMITATION OF LIABILITY

SELLER SHALL NOT BE RESPONSIBLE, OBLIGATED OR LIABLE FOR ANY APPLICATION OR USE OF OR TO WHICH PRODUCTS DELIVERED HEREUNDER MAY BE PUT EITHER SINGLY OR IN COMBINATION WITH OTHER PRODUCTS OR INGREDIENTS.

FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT BUYER?S EXCLUSIVE REMEDY AND SELLER?S SOLE LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES TO BUYER RESULTING FROM ANY CAUSE WHATSOEVER INCLUDING SELLER?S NEGLIGENCE, ALLEGED DAMAGED OR DEFECTIVE GOODS IRRESPECTIVE OF WHETHER SUCH DEFECTS ARE DISCOVERABLE OR LATENT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PARTICULAR PRODUCTS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED OR, AT THE ELECTION OF THE SELLER, THE REPAIR OR REPLACEMENT OF DEFECTIVE OR DAMAGED PRODUCTS. IN NO EVENT, INCLUDING IN THE CASE OF A CLAIM OF NEGLIGENCE, SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

No understanding, promise or representation and no waiver, alteration or modification of any of the provisions hereof shall be biding on the Seller unless approved in writing by an authorized representative of the Seller.

Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may be entered in any Court having jurisdiction thereof.