General Terms of Sale for AggreBind Inc.

These General Terms of Sale for AggreBind Inc. govern all sales through the offices of AggreBind Inc., 28 Rock View Terrace, New Haven, Connecticut, 06511 USA and all sales through AggreBind Inc. ’s international affiliates and subsidiaries. These General Terms of Sale supersede all proposals, oral or written, and all negotiations, conversations or discussions between Buyer and Seller relating to purchases. These General Terms of Sale cannot be amended or superse
ded without an agreement in writing signed by the principal executive of AggreBind Inc.

1. Governing Law.

All sales by AggreBind Inc. will be governed by the Laws of the United States of America with venue and jurisdiction for all disputes to be heard in New Haven County, Connecticut, USA.

2. Purchase Price, Taxes & Duties.

All Prices quoted are Ex – Works. Prices do not include any taxes of any nature whatsoever, now or thereafter imposed or charged to the Seller or Buyer, either directly or indirectly, as a result of this transaction. All taxes, duties and levies are to be paid by the Buyer. Buyer agrees either to furnish an appropriate tax exemption and/or resale certificate, or to pay Seller, upon presentation of invoices, the amounts of any such taxes that Seller may be required to collect.

3. Payment Terms.

Payment terms are by Wire Transfer or Irrevocable Letter of Credit unless other credit arrangements acceptable to the Seller have been made.

4. Delivery.

Seller will ship products as close to the reque sted order date as possible. However, Seller shall not be liable for delays in delivery or failure to manufacture due to causes beyond its reasonable control, including without limitation, acts of nature or an inability to obtain necessary labor, materials
or manufacturing facilities. In the event of such a delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

5. Products.

Seller shall manufacture or have manufactured products that comply with or exceed its published specification sheets.

6. Cancellation.

Buyer may not cancel or re-schedule orders within 120 days of a scheduled ship date. Buyer may cancel or re-schedule orders in whole or in part for standard Seller products beyond 120 days of a scheduled ship date by providing formal written notice to Seller and subject to the acceptance by Seller of said notice. Buyer agrees to pay all related costs arising from such a cancellation or re-scheduling.

7. Guarantee.

The guarantee so warrants products as stipulated in the published Guarantee of Product, located on, a copy of which is available upon request, unless otherwise specified in writing by a principal of AggreBind Inc. Any and all charges for labor and transport to replace guaranteed products are the sole responsibility of the Buyer. The warranty shall be considered null and void should repairs be attempted or effected by a technician, contractor or other person who is not trained and/or certified by Seller. The warranty is not transferable.

The forgoing is exclusive. Seller gives no other warranties to buyer Whether expressed or implied, without limitation, including no Warranty of merchant ability or fitness for a particular purpose.

8. Returns.

Products shall not be returned to the Seller without the Seller’s express written permission and then only in the manner prescribed by the Seller.

9. Restocking.

In the event Seller agrees to accept returned product, Buyer shall pay Seller a restocking charge of 25% of purchase price.

10. Title.

All Seller products purchased hereunder shall be sold Ex-Works or other distribution facility designated by the Seller. Title to products passes from Seller to Buyer only upon receipt by Seller of payment-in-full. It is the responsibility of the Buyer to properly insure said product and name the Seller as beneficiary of said policy until such time as the Seller receives payment in full.

11. Work on Customer’s premises.

In the event of any work by Seller or their appointed Agents on the premises of Buyer or the Buyer’s customer, they shall take all necessary precautions to prevent the occurrence of any injury to person or property, including personnel and property of Seller or their appointed Agents during the progress of such work, except for injury due solely and directly to the negligence of an employee or agent of the Seller while on the premises of Buyer or the Buyer’s customers.

12. Indemnification.

Buyer hereby indemnifies Seller against all claims, demands, liabilities or loss which may result in any form and any act or omission of Buyer, its customers or their agents, employees or subcontractors.

13. Assignment.

Buyer may not assign or otherwise transfer its rights or obligations hereunder without first receiving the written consent of Seller.

14. Limitation liability.

The total responsibility and liability of Seller hereunder is limited to the price paid for the products ordered. In no event shall Seller be liable for any injury or loss or any special, direct, indirect, incidental or consequential damages, arising out of the use of, or the inability to use, goods provided hereunder, whether such damage results from breach of guarantee, negligence or any other cause and whether or not Seller knows or should have known of the possibility of such injury, loss or damage. Any action by Buyer against Seller must be commenced within ninety (90) days from date of shipment.

15. Other documents.

Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a writing by the principal executive of AggreBind Inc.

16. Document referenced.

This document may be referenced in Quotations, Sales Agreements, Proforma Invoices, Commercial Invoices and other documents as “General Terms of Sale of Aggrebind” or “General Terms of Sale for AggreBind Inc.” or “General Terms of Sale’, in all instances the document referred to shall be this document.

Revised 01.08.2023

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