HPS Specialties

TERMS AND CONDITIONS

1. General. The sale by HPS Specialties, Inc. (“Seller”) to the buyer (“Buyer”) is limited to and expressly made conditional on Buyer’s assent to these Terms and Conditions. These Terms and Conditions govern all sales of product(s) by Seller to Buyer regardless of whether Buyer purchases through the medium of written purchase orders, telephonic orders, internet orders, electronic orders, or otherwise, and supersede and take precedence over any other terms and conditions, including without limitation the terms and conditions that may appear in Buyer’s order or in any document incorporated by reference in Buyer’s order. Any term or condition of Buyer’s order that is in addition to, inconsistent with, contrary to, or different from these Terms and Conditions is rejected and shall not become part of the contract between Seller and Buyer unless explicitly referenced and agreed to in writing by an authorized executive of Seller at its principal office in Savage, Maryland. Acceptance and/or retention by Buyer of any product delivered by Seller, or payment by Buyer of any invoice tendered hereunder, shall operate as acceptance by Buyer of these Terms and Conditions. Seller’s failure to object to any provision contained in any communication from Buyer shall not be construed as a waiver of these Terms and Conditions nor as an acceptance of any such provision.

2. Purchase Orders. All purchase orders from Buyer must be in writing, reference the applicable quotation from Seller, and be bona fide commitments showing definite product(s), prices, quantities, mutually agreed shipping dates, and mutually agreed locations for shipment (either from Seller’s principal office or from the manufacturer). All purchase orders are subject to acceptance by Seller, and such acceptance must be in writing and specifically reference the applicable quotation and purchase order. Acceptance of any purchase order sent by Buyer to Seller is entirely in the discretion of Seller. By submitting a purchase order to Seller, Buyer agrees to be subject to these Terms and Conditions in their entirety. Seller may in its sole discretion allocate products among its customers.

3. Prices. Prices posted on Seller’s website are subject to change without notice and shall not be deemed price quotations. Price quotations delivered in writing by Seller in response to a written request from Buyer shall automatically expire thirty (30) days from the issue date or as otherwise stated in the quotation. Prices do not include shipping costs, unless otherwise noted by Seller.

4. Confidentiality. Price quotations delivered to Buyer by Seller and any other discounts contained therein are considered confidential information of Seller, and Buyer shall not discuss with or disseminate such confidential information to any third party without the prior written authorization of Seller.

5. Taxes. Prices do not include federal, state, or local taxes, including without limitation sales, use, or excise taxes now or hereafter enacted applicable to the products sold in any transaction between Seller and Buyer, which taxes may in Seller’s sole discretion be added by Seller to the invoice sales price or be billed separately and which taxes will in any event be paid by Buyer unless Buyer provides Seller with a proper tax exemption certificate at the time the order is placed.

6. Shipment, Title and Risk of Loss. All products will be tendered and shipped FOB Savage, Maryland or FOB the manufacturer’s warehouse whereupon, in each case, title passes to Buyer. Quotations are “Freight Allowed,” unless otherwise noted. Buyer bears all risk of loss or damage in transit and shall be responsible to file claims with any carrier for damage occurring during shipment. Seller is not responsible for damage or loss in transit. Neither Seller nor the manufacturer shall be liable in any manner for any delays in delivery regardless of fault. Buyer bears all risk of delays in delivery and waives all claims against Seller and the manufacturer arising out of any such delays. Seller reserves the right to make delivery in installments and back order products unless Buyer expressly states otherwise in writing. All such installments and back orders shall be separately invoiced and paid for when due without regard to timing of subsequent deliveries. Delay in delivery of any products, whether by installment, back order, or otherwise, shall not relieve Buyer of its obligation to accept remaining deliveries.

7. Terms of Payment. Payment shall be in U.S. dollars. Unless otherwise stated on Seller’s invoice, terms of payment shall be net thirty (30) days from the date of the invoice. If at any time Seller in its sole discretion determines that payment in advance would be prudent, Seller may require full or partial payment in advance and, if such requirement is not met, Seller may cancel the order or any part thereof and receive reasonable cancellation fees. If Buyer fails to pay the price or any other payment due hereunder, Seller may recover, in addition to the price or payment due, interest thereon at the rate of one and one-half percent per month where lawful, otherwise the maximum lawful monthly interest rate, and all costs of collection, including without limitation reasonable attorney’s fees and court costs. Terms of payment hereunder may be changed by Seller at any time.

8. Cancellation and Rescheduling. Orders for custom-made products accepted by Seller are noncancellable. Orders for standard products accepted by Seller but not shipped may be cancelled or rescheduled by Buyer only with the written consent of Seller and upon payment of the greater of (a) the manufacturer’s order cancellation or rescheduling fee, (b) Seller’s then currently published cancellation or rescheduling fee, or (c) a minimum of twenty percent (20%) of the price. Seller shall have the right without penalty or payment to cancel any order accepted or to refuse or delay the shipment thereof: (x) if Buyer fails to make promptly any payment due Seller or to meet any other reasonable requirements established by Seller, (y) if any act or failure to act of Buyer delays Seller’s performance, or (z) if Buyer’s credit becomes impaired in the sole discretion of Seller. In such event, Seller shall be entitled to receive reimbursement for its reasonable and proper cancellation charges.

9. Refunds and Exchanges. Custom-made products are non-returnable. Standard products may not be returned or exchanged more than thirty (30) days after the date of invoice and, then, only upon the prior written approval of Seller. All returns of standard products must be freight prepaid and will be subject to a fee equal to the greater of (a) the manufacturer’s restocking, refund or exchange fee, (b) Seller’s then currently published restocking, refund or exchange fee, or (c) a minimum of twenty percent (20%) of the price. No refunds or exchanges are ever allowed on modified or damaged products.

10. Defective Products; Freight Shortages. Any claims for defective product(s) and any claims resulting from freight shortages must be made in writing by Buyer within seven (7) days of receipt of such product(s). Failure to make a written claim within the stated time constitutes acceptance of the product(s) as is and a waiver of any claims. In addition, Buyer must promptly return any rejected product(s) to Seller, accompanied by a valid return authorization obtained from Seller. For any valid claim timely made, Seller at its option may repair product(s) or replace product(s) with an identical or substantially similar product(s).

11. Contingencies. Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control of Seller, including by way of illustration but not limitation, war (whether an actual declaration is made or not); sabotage; insurrection or other act of civil disobedience; act of a public enemy; failure or delay in transportation; act of any government or agency or subdivision thereof; judicial action; labor dispute; accident; fire; explosion; adverse weather, floods, storm, or other act of God; shortage of labor, raw materials or machinery; or technical failure. If any such contingency occurs, Seller may allocate production and deliveries in its discretion among Seller’s customers.

12. No Warranties by Seller; Manufacturer Warranties. Seller offers no warranty of any kind for product it sells. Rather, Buyer agrees to look solely to the manufacturer’s warranty, if any, for any such product. Manufacturer warranty policy information may be requested from Seller or the manufacturer.

13. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SELLER’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, PRODUCTS SOLD BY SELLER, OR SELLER’S PERFORMANCE OR ALLEGED FAILURE TO PERFORM, WHETHER IN CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, EXCEED THE PURCHASE PRICE OF THE PRODUCT SOLD THAT IS THE SUBJECT OF BUYER’S CLAIM FOR LIABILITY; AND IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR DAMAGES RESULTING FROM OR MEASURED BY LOSS OF USE, LOSS OF PROCESS, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOST REVENUE OR PROFITS.

14. Governing Law/Jurisdiction. The sale of any product(s) by Seller and the contract between Seller and Buyer, including but not limited to these Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of Maryland, exclusive of its choice of law provisions. All claims, disputes, controversies, and other matters in question arising out of or relating to the sale of any product(s) by Seller and/or the contract between Seller and Buyer, including but not limited to these Terms and Conditions, shall be decided and adjudicated through litigation in a Maryland state court in Howard County or the federal court in Baltimore, Maryland, which shall have exclusive jurisdiction and be the exclusive venue.

15. No Waiver and Severability. No waiver of any provision of these Terms and Conditions by Seller shall be construed as a subsequent waiver of same or a waiver of any other provision. No invalidity of any provision of these Terms and Conditions shall invalidate the other provisions, which shall remain in full force and effect. In the event a court of competent jurisdiction determines that a provision of these Terms and Conditions imposes on Buyer a greater obligation than permitted by applicable law, such provision shall be deemed to be re-written to provide for the maximum permitted obligation. It is the parties’ express intention that no provision shall be declared void or unenforceable.

16. Basis of Bargain. Seller and Buyer agree that the warranty disclaimers, the limitations of liability, governing law, and jurisdiction, and the exclusive remedy provisions are material, bargained-for terms that are fundamental to these Terms and Conditions and are reflected in the consideration to be given to both parties under these Terms and Conditions and in the decision by both parties to accept these Terms and Conditions.

17. Entire Agreement and Amendment. These Terms and Conditions, along with any valid quotation from Seller and a timely delivered purchase order from Buyer that has been accepted by Seller in writing, constitute the entire agreement between the parties with respect to the subject matter of the quotation and the purchase order, and supersede all previous negotiations, agreements, or communication, whether oral or written. After Seller’s written acceptance of a purchase order from Buyer, any change to the quotation, the purchase order, or these Terms and Conditions may be made only upon mutual agreement of the parties in writing.

TERMS OF USE AND LEGAL DISCLAIMERS

Welcome to the HPS Specialties, LLC website, www.hpsspec.com. HPS Specialties, LLC (“we,” “us,” “our”, or “HPS”) provides the information and content on this website as an information service. By accessing our website, you and any party on whose behalf or for whose benefit you access or otherwise use this website (collectively, “you” or “User”) agree to be legally bound by and comply with the following terms (the “Agreement”). Users who have accepted this Agreement by their use or continued use of this website are granted permission to use this website subject to the provisions of this Agreement. You represent and warrant that you have the legal authority to enter into this Agreement on behalf of yourself and any party on whose behalf or for whose benefit you access or otherwise use this website. This Agreement governs the use of the HPS website, including the content contained in this website, and limits the liability of HPS resulting from any use thereof.

Descriptions/Depictions of Products. On this website, HPS may display and/or describe products it sells. HPS attempts to accurately depict such products. However, we cannot guarantee that the products we sell and that you may order will precisely match descriptions/depictions of such products on the website.

Privacy and Security. Use of the website is governed by our Privacy Policy, which may be accessed from this website and which we encourage you to review. We undertake to maintain the security of information provided in connection with this website but cannot guarantee the security of any such information, and we shall not be responsible for any disclosure or compromise of User information. We have no obligation to store or maintain any information provided by you or on your behalf. Any information we collect will be subject to our Privacy Policy which may be modified by us from time to time.

Changes to Website and Availability of Website. At any time and for any reason, in our sole discretion, we may modify or discontinue any aspect of or features of this website, including its content, functionality, hours of availability, pricing, domain name addresses through which it is accessible, and/or the equipment needed for its use. The availability of this website is subject to periodic down time for maintenance and repairs and is subject to interruption due to causes beyond our reasonable control, including computer viruses, failure of telecommunication links, or failure of internet infrastructure. You acknowledge and agree that we shall not be responsible for any interruptions in the availability of this website.

Intellectual Property and Proprietary Rights. Nothing in these terms of use shall be deemed to grant you or any other User any license or right in or to any patent, copyright, trademark, trade secret, or other propriety interest of HPS or the manufacturers of products that we sell. Trademarks, service marks, and other marks and indicators of source or origin that are displayed on this website are proprietary property of HPS, the manufacturers of products that we sell, and/or our respective licensors. No such marks may be used in connection with any other product or service in any manner that is likely to cause confusion among consumers or to disparage or discredit the owner of such mark or its affiliate. Any trademarks of third parties that appear on this website, including the manufacturers of the products that we sell, are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. You may not use, copy, modify, or display any of the trademarks, service marks, names, or logos appearing on the website without the express written permission of the trademark owner.

Links to Other Websites. This website may contain links to other websites, resources, and advertisers. HPS is not responsible for the availability of these external sites, does not endorse such external sites, and is not responsible for the contents, advertising, products, or other materials made available on or through such external sites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a User in connection with the use of or reliance on any content, goods, or services available on such external site. You should direct any concerns to such external site’s administrator or web master.

Access to Website. You are responsible for obtaining and maintaining all telephones, computer hardware, and other equipment needed for access to and use of this website and all charges related thereto. You agree not to take any action to interfere with the function or accessibility of this website or to take any action to restrict the access of others thereto. HPS has carefully designed this website for the purpose of delivering content to Users in a particular format and with a particular appearance. No third party shall have the right to utilize the content of this website in any way that interferes with that purpose. In particular, HPS prohibits any one from displaying the content of this website in any format where third-party advertising or other materials not approved by HPS in writing may be viewed together with HPS propriety content.

Disclaimer of Warranties.

YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE AND OF ANY USER CONTENT INFORMATION, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED IN OR DESCRIBED ON THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK AND THAT ALL SUCH INFORMAION AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM, ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO (A) THE AVAILABILITY, OPERATION AND/OR USE THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT PROVIDED BY OTHERS TO THIS WEBSITE, (B) SERVICES, (C) PRODUCTS, AND (D) OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED IN THIS WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO, AND HEREBY DISCLAIM, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AS WELL AS ALL IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRSENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THIS WEBSITE IS ACCURATE, COMPLETE, OR CURRENT. WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ON THIS WEBSITE OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ASPECT OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THIS WEBSITE. FURTHER, WE MAKE NO REPRESENTATIONS OF WARRANTIES THAT THE WEBSITE OR THE CONTENT THEREOF WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM US OR OUR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Disclaimer of Liability.

NEITHER HPS NOR ANY OF ITS AFFILIATES, LICENSORS, PARTNERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY TO ANY USER OR ITS PRINCIPALS OR AGENTS FOR ANY DAMAGES, WHETHER GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST SAVINGS, WHETHER OR NOT FORESEEABLE AND WHETHER BASED ON CONTRACT, TORT, COMMON LAW, OR ANY OTHER THEORY OF LIABILITY, STATUTE, OR REGULATION. User expressly acknowledges and agrees that HPS is providing access to this website in reliance on the disclaimers and limitations set forth in this Agreement, and BY USING THIS WEBSITE USER further acknowledges and agrees that such limitations are reasonable. In no event shall the liability of HPS to User exceed the fees actually paid by User for use of this website.

Disputes, Applicable Law, and Indemnification. This Agreement shall be governed exclusively by its terms and by the laws of the United States and the State of Maryland without regards to its conflicts of law principles. You expressly consent and agree to exclusive jurisdiction and venue in Howard County, Maryland, with respect to any litigation arising out of or relating to this Agreement, provided that we may bring an action to enforce our rights in any forum having jurisdiction. In the event that we are required to incur attorney’s fees or other expenses in connection with enforcing or defending our rights under this Agreement, you agree to reimburse us for such attorney’s fees and expenses. You also agree to indemnify HPS against any and all claims and expenses, including attorney’s fees, arising from your use of this website or breach of this Agreement.

Entire Agreement. This Agreement reflects the entire Agreement of the parties relating to the subject matter hereof, and any prior understandings, agreements, or representations relating to such subject matter are hereby superseded. This Agreement shall control over any conflicting documents or information, including information on this website, and shall be the sole source of any obligations of HPS. We may modify the terms of this Agreement from time to time by posting changes to the Agreement on this website. No provision of this Agreement may be amended, modified, or waived except as provided in the foregoing sentence. You agree to review this Agreement from time to time and to comply with it and any changes thereto. Any use of this website after our posting of such changes shall constitute your acceptance of this Agreement as modified. The terms of this Agreement constitute the mutual agreement of the parties and shall be construed mutually and not for or against either party.

Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the provision held to be invalid or unenforceable shall be automatically amended to most closely approximate the original provision on terms that are valid and enforceable, and the court or other adjudicating authority holding such provision invalid or unenforceable shall make such amendment accordingly. April 2018

PRIVACY POLICY HPS Specialties, LLC (“we”, “us”, “our”, or “HPS”) values and respects the privacy of its customers and of visitors to its website. The purpose of this Privacy Policy is to provide you with information as to how HPS collects, uses, and shares the information we collect from our customers as well as from visitors to this website. This Privacy Policy also describes the choices you can make about our collection and use of your information.

Information We Collect Contact Information We may collect the names and user names of our customers and visitors to our website. Additionally, we may collect your billing and shipping addresses, telephone numbers, and other digital contact information. We also may collect information that you provide us about others. Payment Information When you purchase products from HPS, we collect your payment information, including information from your credit or debit card, or check. Other Information We may collect any information that you provide to us through our website or through written/oral communications with HPS. However, we do not use internet or website tracking tools (such as cookies) to collect information about you.

How We Use Information We use the information we collect for our business purposes, including: To respond to your questions and requests. Examples include: • Fulfilling your orders for products and providing services regarding your orders • Facilitating the process by which you return a product to us or to the manufacturer • Assisting you with any warranty or maintenance matters on products that you purchase For our marketing We may send you communications and information about the products we distribute for manufacturers and our services. You can request that we not send you marketing communications and information by using the “Unsubscribe” feature on email communications to you, replying to email communications to you with the word “Unsubscribe” in the subject line, or contacting HPS in writing and making such request. Even if you request that we no longer send marketing communications and information to you, we may still contact you for transactional purposes like confirming or following up on a product order, facilitating the process by which you return a product to the manufacturer, or assisting you with any warranty or maintenance matters on the products that you purchase. Information Sharing We may share your information for our business purposes and as legally required or permitted, including: • With manufacturers of the products that we distribute • With service and maintenance providers for the products you have purchased, but solely for the purpose of those providers providing you service and maintenance • With your bank and payment processors or other financial intermediaries regarding payments and refunds for the products that you purchase We do not share your information with third parties for their marketing purposes.

Security We take commercially reasonable steps to protect the security of the information that you share with us. However, any information you share with us, especially electronically, is not 100% secure. We encourage you to use caution when sharing information with us. We cannot promise you that our website and electronic transmission and/or storage of information about you will be completely safe.

More Questions If you have additional questions, you can contact HPS at the following address:

HPS Specialties, LLC

1302 Rising Ridge Road

Suite 8

Mt. Airy, MD 21771

Telephone: (301) 483-0562

Fax: (301) 483-3675