1. Nature of Document
This document is the acknowledgement of a contract between H.F. Coors China Co., an unincorporated division of Standex International Corporation (“Seller”) and the party to whom this form is directed (“Buyer”) providing for the sale of the goods (the “Goods”) specified on the reverse side hereof to Buyer on the Terms and Conditions of Sale contained herein and on no others. If this document is construed to be an acceptance, however, acceptance is expressly made conditional on the Buyer’s agreement to all of the terms and conditions contained herein.
2. Delivery, Risk of Loss, & Shipping
Risk of loss of all Goods sold hereunder by Seller shall pass to Buyer upon their delivery F.O.B. Seller’s factory to an agent of Buyer, including a common carrier. Wherever transportation rates and carrier’s liability for damage depend upon the value of the shipment as declared by shipper. Seller will declare such value as will entitle Buyer to have goods shipped at the lowest permissible transportation rates unless otherwise instructed in writing by the Buyer. Buyer upon discovering loss or damage shall demand an inspection report immediately, regardless of its opinion as to the cause and shall arrange promptly to file claim against the carrier.
3. Inspection
Buyer must inspect all goods and notify the Seller within five (5) days of receipt if there are any obvious defects or shortages. If Seller is not so notified, the Buyer waives any recourse for those defects and shortages and all warranty obligations of the Seller with respect to such obvious defects shall terminate.
4. Limited Warranties, Remedies, and Limitations
Seller warrants that, at the time of shipment, the Goods sold by it hereunder will be free from defects in material and workmanship for a period of 2 months from the date of shipment. Buyer agrees to notify Seller in writing within 30 days of the discovery of any defect which would give rise to a claim under the warranty. Seller’s obligations and Buyer’s remedies under this Warranty are limited, at Seller’s option, to replacement of the defective Good(s) which are demonstrated to Seller’s reasonable satisfaction to have been defective at the time of shipment. Replacement may be made at Seller’s facility and, if so, the Good(s) must be returned to Seller at Buyer’s expense and pursuant to Seller’s authorization and shipping instructions. Defective conditions caused by Buyer, third parties, acts of God, abnormal use or stress, damage by accident, or any other matters unrelated to Seller and beyond its reasonable control are specifically excluded from coverage under this Warranty.
THIS LIMITED WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

5. Patent/Trademark Indemnification Buyer shall indemnify Seller, and hold it harmless, against any and all damages, expenses, losses or liabilities resulting from infringement of patents or trademarks arising out of compliance by Seller with Buyer’s designs, specifications or instructions or arising out of the use of any equipment, materials, parts or machinery furnished by Buyer.The sale of the Goods, or Parts thereof by Seller does not convey any license, expressly or by implicational or otherwise, under any patent claims covering combinations of the Products or any Parts thereof with other devices or elements.
6. Excusable Delays
Seller shall not be liable for any delay or failure to perform any obligation to the Buyer if such delay or failure sha
ll be caused by any event or contingency beyond its reasonable control, irrespective of the nature thereof.
7. Prices and Taxes
Unless otherwise indicated, prices are F.O.B. Seller’s factory and do not include any sales, use, excise or similar taxes or duties now or hereafter imposed by any governmental or taxing authority. Buyer agrees to pay all such taxes or duties.
8. Payment
Unless otherwise indicated, payment terms are net 30 days from date of invoice. In the event that Buyer shall fail to make payment on time, Buyer shall be liable to Seller for liquidated damages in the amount of the lessor of (i) 1.5% per month on the remaining unpaid balance of the price or (ii) the highest interest rate which may lawfully be charged to Buyer.
9. Termination and Cancellation
Seller shall have the right to terminate and cancel any contract for the sale of the Goods if Seller determines that Buyer’s credit is not satisfactory. Any such termination or cancellation shall be effective upon notification (either orally or in writing) to Buyer and shall be without liability to Seller. Under no circumstances shall Buyer have any right to terminate or cancel its order to purchase the goods.
10. Molds
The Seller considers molds and their design and engineering an integral part of Seller’s manufacturing process. Therefore payment of initial charges for molds supplied by Seller does not convey title to them nor the right of removal from the Seller plant.
11. Regulations
Seller certifies that the goods or services hereunder were produced or performed in compliance with all applicable requirements of the Fair Labor Standards Act of 1938, as amended. In the event that the Goods are being purchased for United States Government end use, all provisions which are required by applicable or regulations to be included in the contract shall be deemed to be incorporated herein.

12. Quotation
If this is a quotation or proposal, it is subject to change or withdrawal by Seller without notice.
13. Modifications & Applicable Law
No modification or waiver of any of these terms and conditions shall be binding on Seller unless made in writing and signed by any authorized representative of Seller. This contract shall be interpreted in accordance with, and the construction thereof shall be governed by, the laws of the State of California.
14. Custom, Decorated, Decal and Colored Goods
Seller is not responsible for variances in appearance which may occur during the production process and Buyer agrees to accept goods which include such variances.
15. Indemnification/Disclaimer
Buyer hereby agrees to indemnify, defend and hold Seller, its successors and assigns, harmless from and against any and all claims, actions, loss, damage, cost and expense (including reasonable attorneys’ fees) incurred in connection with any injury to persons and/or damage to property resulting from or arising directly or indirectly from the possession, use, modification, or resale of the products, including, but not limited to refiring or insertion of decorations on the products or failure of any modified products to conform with all applicable Federal, State or local safety standards, laws or regulations.
16. Returns
No returns will be accepted without prior approval of Seller. A representative sample must be forwarded by Buyer to Seller when Seller’s prior approval is sought. All approved returns must be shipped prepaid freight and have an attached Return Authorization Number. Returns that have been approved must be received by Seller no later than 30 days after approval.
There will be a minimum 30% restocking charge on all accepted returns. Returns will not be accepted after 90 days from the date of the original invoice. 17. Arbitration Any controversy or dispute arising under this agreement, or the breach thereof, shall be resolved by binding arbitration in California under the rules of the American Arbitration Association. 18. Entire Agreement These provisions shall constitute the entire agreement of the parties with respect to the sale of the Goods and supersedes all other terms and conditions including Buyer’s purchase order.