The following Terms and Conditions (the “Terms and Conditions”) are applicable to the sale of all products by GIV, LLC doing business as SofProducts (“GIV”), to any customer or other purchaser thereof (“Customer”).  All orders are subject to written approval by an authorized representative of GIV.  Any amendment, waiver or other alteration of the Terms and Conditions by GIV shall be effective only if made in a writing signed by a duly authorized representative of GIV, and GIV’s attempts to alter such Terms and Conditions with printed purchase orders, acknowledgments or similar documentation shall be void.

 Terms of Sale:

· DA 30 + 1.5%/Month Late (approved accounts only)

New International Customers:

· Terms of sale; wire transfer or cash in advance (USD only)

Freight:

· F.O.B. GIV or shipping point, unless otherwise noted

· Shipping and handling charges will be added to your invoice

· Drop shipments or special orders for non-stock items may incur additional charges

Title and Risk of Loss:

· Risk of loss passes to the Customer from GIV when the products are duly delivered to the carrier F.O.B. GIV

· Notwithstanding the foregoing, title to such products shall not pass to Customer until payment is received by GIV for such products

Outgoing QC:

· In GIV’s outgoing QC inspections, GIV uses the American Society for Quality standard – Zero Acceptance Number Sampling Plans (C=0) – this means that GIV does not accept any sample in which a defect has been found.

· The AQL level to which GIV inspects is .65. This has shown statistically that if there is a major issue with a lot of material, the sampling plan will pick out the defect, and prompt 100% inspection.

· With the manufacturing method used to produce the pointer stick caps, there will always be the risk that a part contained in the lot may have a visual characteristic (not a dimensional characteristic) out of spec. However, if within the sampling plan GIV detects an issue and it’s widespread, 100% inspection is implemented.

· Because of the very unlikely possibility of a defective part getting through the inspection plan, GIV normally provides between thirty (30) and fifty (50) extra Caps per 5,000pc bag at no cost to its customers.

Incoming QC / Acceptance:

Customer is expected to inspect GIV products upon receipt in accordance with the approved blueprint for the specific SofPoint design received. Claims for shortages or damage resulting from shipping should be addressed to the carrier at time of delivery.  Claims for shortages or defective product from GIV should be addressed to a GIV customer service representative.  Customer is understood to have unconditionally accepted GIV products ten (10) days after shipment is received. GIV product limited warranty begins upon receipt of the shipment by the Customer.

 Non-Conformance Claims:

· Non-Conforming Caps relative to the approved blueprint of the SofPoint Cap received by Customer are unacceptable and will be replaced. GIV reserves the right to receive back and reinspect any Caps Customer claims are non-conforming.

· When GIV receives back claimed Non-Conforming Caps from Customer, GIV will re-inspect them.

· GIV will then report back to the Customer its findings and work with Customer to resolve the claim at hand.

· GIV will take appropriate corrective actions when non-conformance claims are received from Customer.

· When appropriate, GIV will provide an 8D report to Customer at the conclusion of its investigation into a non-conformance claim.

· Any non-conformance claim must be submitted and received by GIV within the ten (10) day acceptance period referenced above.

· In order to process a non-conformance claim, GIV requires Customer to:

· Confirm the total quantity of claimed non-conforming Caps found

· Confirm the total quantity of the lot in which the claimed non-conforming Caps were found

· Send photos of all bags containing non-conforming Caps clearly showing the label of each bag (batch # and cure date)

· Confirm the part number and total quantity of replacement Caps needed

· Confirm the date replacement Caps needed and delivery address

· Separately bag all claimed non-conforming Caps found and return to GIV

· Non-Conforming Caps should be sent to:

· SofProducts Inc. (GIV, LLC)

· RMA# XXXXXXX-XX

· 955 Godfrey Ave SW

· Grand Rapids, MI 49503 USA

Return Goods Authorization:

· Return products will not be accepted without prior authorization from a GIV Customer Service Representative, including obtaining a Return Authorization Number. 

· To make a qualifying return, notify the GIV Customer Service Department with an itemized list of products, invoice number and reason for the return.

· Acceptable returned goods will be subject to a 20% restocking charge.

· No return authorization or credit will be granted after thirty days (30) from invoice date, or for returned material that is not in resalable condition.

· All authorized merchandise returns must be shipped to the originating GIV branch warehouse location.

· SPECIAL ORDER, NON-STOCK ITEMS, OR CUSTOM FABRICATED ITEMS, CANNOT BE RETURNED

Other Information:

· MINIMUM PACK / MINIMUM ORDER QUANTITY: 5,000 / 5,000 per order

· A service charge of $150.00 (or State required maximum if lower), will be assessed for any check returned by a bank for any reason

· A service charge on overdue accounts will be assessed at the rate of 1 1/2% per month (equivalent to 18% per year)

· Special order or drop shipped items cannot be cancelled more than 24 hours after the order has been placed 

· Special order or custom manufactured goods are subject to “time and materials” charges if cancelled while goods are in the production process 

· All special order or drop shipped items are non-refundable

· Large orders, or special or customized orders, may require a down payment prior to processing the order 

Manufacturing Lead Times:

· Normal manufacturing lead time is 5 weeks after GIV receives a purchase order from the Customer.

· GIV requests regularly updated 30, 60, 90, and 180-day forecasting for material preparation.

Shipping:

· GIV requires the Customer to specify the shipping courier and provide GIV with the Customer’s account number to which the courier can apply all shipping and customs charges.

Limited Warranty; Disclaimer; Limitation on Liability: 

In the addition to the provisions above relating to Non-Conforming Caps, GIV warrants that the products will be free from defects in material and workmanship for a “Warranty Period” of 30 days following the date of product shipment. GIV will not review any warranty claim that is received by GIV following expiration of the applicable Warranty Period. GIV’s warranty is limited to replacement of product only, and such warranty does not extend to the costs of any repeat labor or incidental costs.

EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH, GIV DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  IN NO EVENT SHALL GIV BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, OR WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GIV’S LIABILITY FOR ANY PRODUCTS EXCEED THE PAID PURCHASE PRICE OF THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM.

Any warranty made by GIV is expressly subject to proper use of the products in accordance with any directions for use or other applicable instructions or documentation. No warranty shall apply in situations of error, omission, or negligence in connection with installation, operation, or use of the products. Further, any course of action for breach of any warranty given by GIV shall be brought within one (1) year from the date the alleged breach was discovered or should have been discovered, whichever occurs first.  GIV’s replacement of any products in the manner contemplated by this provision will not be deemed an admission of any fault on the part of GIV or its principals or affiliates, or an admission that the products are otherwise defective or non-conforming.    

Termination of Order:

GIV may immediately terminate its obligations under these Terms and Conditions or any purchase order placed hereunder without notice to Customer if Customer: (i) makes an assignment for the benefit of creditors, (ii) becomes insolvent or is otherwise unable to pay its debts in the ordinary course of business, or (iii) is the subject of any voluntary or involuntary proceedings in bankruptcy, or under any other insolvency or similar law, or for corporate reorganization or for receivership.

Governing Law and Disputes: 

· These Terms and Conditions and any contract created by the parties with respect to the purchase and sale of the products will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflicts of laws.

· Any dispute arising between GIV and Customer with respect to the products or the transactions contemplated hereby shall be resolved by arbitration in Charlotte, North Carolina to be conducted in accordance with the commercial rules of the American Arbitration Association (“AAA”). The arbitrator, if a sole arbitrator, or the chairman, if a panel of three (3) arbitrators, will be a lawyer with experience in handling disputes in the specialty polymers or plastics industries and, if a panel, the other two panel members will each have a background or training in the polymers or plastics industries. The decision of the arbitrator(s) will be final and can be enforced by any court of proper jurisdiction.

· Notwithstanding the foregoing, GIV may institute an action for collection of any amount due from Customer hereunder in any court of competent jurisdiction, in which case Customer hereby consents to the personal jurisdiction and venue of the federal and state courts located in the state of North Carolina.  Further, nothing in these Terms and Conditions will prevent or restrict a party from applying to the AAA for immediate or preliminary injunctive relief in order to preserve the status quo or prevent irreparable harm, in which case the hearing on any such application will be held in Charlotte, North Carolina.

· It is specifically agreed that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Entire Agreement; Assent to and Acceptance of Terms of Sale:

· These Terms of Sale constitute a complete and exclusive statement of the agreement between GIV and Customer with respect to, and shall exclusively govern, the sale of the Products by GIV to Customer in connection with or as contemplated by GIV’s written or oral proposals, quotations and sales to Customer and/or Customer’s written or oral purchase orders or other communication to GIV related to the Products, and shall continue in effect until terminated in writing by GIV.

· In the event of a conflict between the terms and conditions contained in a quotation, purchase order, invoice or final order acknowledgement and those contained in these Terms of Sale, the terms contained in these Terms of Sale shall govern. Notwithstanding any different or additional terms or conditions contained in a purchase order, GIV accepts Customer’s order only on the condition that Customer expressly accepts and assents to these Terms of Sale. Customer’s order shall not be binding upon GIV unless and until such order is accepted by GIV in writing. In the absence of Customer’s acceptance hereof, GIV’s commencement of performance or GIV’s acknowledgement of a purchase order shall be for Customer’s convenience only and shall not be construed as GIV’s acceptance of any of different or additional terms contained in a purchase order.  In addition, Customer’s acceptance of any products shall be deemed to be an acceptance of all of the Terms of Sale. 

· GIV hereby objects to any additional, contradictory or different terms contained in any initial or subsequent purchase order from Customer pertaining to the products, including, but not limited to, any indemnification, remedy or warranty provisions. GIV’s failure to object specifically to provisions contained in any purchase order shall not be deemed a waiver of the provisions contained in these Terms of Sale.

General: 

· Customer may not assign its right under or interest in any purchase order without the prior written consent of GIV.  These Terms and Conditions shall be binding upon and inure to the benefit of GIV and Customer, their successors and permitted assigns. 

· No waiver by either party of any breach of these Terms and Conditions shall constitute a waiver of any other breach. If any provision hereof is held to be invalid or otherwise unenforceable for any reason, all other terms and remaining conditions will continue to be in force.  Any clerical errors are subject to correction. 

· Customer shall reimburse GIV for reasonable attorneys’ fees necessarily incurred in order to enforce these Terms and Conditions or any provision hereof or to secure cost and/or damages pursuant to any other remedy, legal or equitable, arising from Customer’s breach hereof.

· GIV shall not be liable for delays in delivery or for failure to perform, and performance shall be excused, if such failure is due to causes beyond the reasonable control of GIV or its subcontractors, including. but not be limited to, force majeure, acts of God, acts or omissions of Customer, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, pandemics, quarantine restrictions, flood, natural disasters, riot, war, delays in transaction or inability to obtain necessary labor, materials or supplies or any cause which renders GIV’s performance commercially impractical.  A force majeure event will not delay or excuse Customer’s payment obligations.