Customer Sale Order Terms & Conditions

The following Sale Order Terms and Conditions (hereinafter “Agreement”) between
Spray-Lock Concrete Protection, LLC. (hereinafter “Seller”) and you (hereinafter
“Buyer”) are incorporated into any order placed by the buyer (“Sale Order”)
between Seller and Buyer. All sales to the Buyer are expressly conditioned on
Buyer’s assent to the terms of this Agreement including any additional or different
terms, Buyer and Seller understand that each other may, from time to time, use
forms or other documents which may contain terms purporting to govern the rights
of the parties, and each agree expressly those terms are superseded by the terms
contained in this Agreement. Buyer’s acceptance of goods pursuant to any Sales
Order shall operate as assent and an agreement by Buyer to all terms and conditions
contained in this Agreement.

1. Sales Prices: Prices on the goods specified in the Sale Order do not include
any city, state, or federal excise taxes, including, without limitation, taxes on
manufacture, sales, receipts, gross income, occupation, use, and similar taxes,
fees, or other charges imposed by governmental entities. When applicable,
taxes will be added to the invoice as a separate charge to be paid by Buyer. If
an exemption from a tax is claimed; supporting documents must be furnished
by Buyer prior to delivery. Any and all sales quotations provided by Seller to
Buyer shall automatically expire thirty (30) calendar days from the date
issued, and are subject to termination by Seller by notice to Buyer at any
time.
2. Minimum Order: The Sale Order minimum is one five (5) gallon container if
purchased by the container, or 1,000 square feet if purchased by coverage
area (square footage).
3. Late Payments: All payments made thirty (30) calendar days after the due
date of the invoice shall be subject to a full service charge of one and one-half
percent (1.5%) per month (or portion of month) based on the outstanding
balance. In addition, Buyer’s failure to make any payment when due may
justify suspension of performance by Seller of any other sale orders.
4. Cancellations: Buyer may not change a Sale Order without the written
consent of Seller. If Buyer desires to cancel or change a Sale Order, Buyer
must deliver a written request for cancellation of the Sale Order to Seller’s
Chattanooga office.
5. Ownership of Product: When Sale Order is for product by square footage,
Seller will provide all product necessary to ensure adequate coverage under
Seller’s requirements for a valid warranty. Seller retains legal title to all
goods shipped until applied. All unapplied product remaining after
application (for a sale by square footage) will be returned to Seller upon
completion of job. When Sale Order is for product by container, defined as
five (5) gallon pail, twenty (20) liter pail, fifty-five (55) gallon drum, or three
hundred thirty (330) gallon tote, the product becomes the property of the
Buyer at Seller’s ship point.
6. Security Interest: To secure the payment of Seller’s invoice, Buyer grants to
Seller a security interest in all goods sold to Buyer under the Sale Order made
for goods by the container induding all proceeds therefrom. Buyer
authorizes Seller to perfect its security interest through a filing of a financing
statement pursuant to the Uniform Commercial Code and shall reimburse
Seller for any fees incurred in filing the financing statement, which may be
added by Seller to the amount of Seller’s invoice to Buyer. If the buyer
defaults in payment, becomes insolvent or Seller reasonably believes that the
Buyer will default, Seller shall have all the rights and remedies available to it
as a secured creditor under the U.C.C.or any other applicable law, including
the right to take possession of the goods and the Buyer agrees to facilitate
and cooperate. Buyer understands and agrees that Buyer will not request lien
waivers in any form, and Seller will not sign lien waivers in any form, until
Seller has received payment in full for the respective invoice. Seller agrees to
execute and return lien waivers on any fully paid invoice within 1-2 business
days of receiving a request.
7. Delivery and Risk of Loss: All shipments under the Sale Order for product
purchased by container are F.O.B. Seller’s ship point and all risk of loss shall
pass to Buyer at that time regardless of the method of shipment that may be
elected by Buyer.
8. Delays: Seller will not be liable for any delay in the performance of its
obligations under the Sale Order, or for any damages suffered by Buyer due
to such delay, if the delay is, directly or indirectly, caused by a fire, flood,
accident, civil unrest, act of God, war, governmental interference or embargo,
labor strike, shortage of materials, or any other cause beyond Seller’s control.
9. Materials: The Sale Order is conditional upon Seller’s ability to obtain the
necessary raw materials at a reasonable price, and all shipments under the
Sale Order are subject to Seller’s supply schedules and any government
regulations, orders, directives, and restrictions that may be in effect.
10. Nonconforming Goods: Buyer shall inspect all goods upon tender and
delivery by Seller, and should any of the goods be nonconforming goods,
Buyer must notify Seller, in writing, within ten (10) days of Seller’s tender
and delivery of the goods describing the nature of any nonconformity. Seller
shall have the right and option to repair or replace any nonconforming
goods. The failure of Buyer to notify Seller in writing that the goods are
nonconforming within ten (10) days of Seller’s tender and delivery of the
goods, shall constitute acceptance of the goods and Buyer shall be liable to
Seller for the total Sale Order price.
11. LIMITATIONS ON DAMAGES: SELLER SHALL NOT BE LIABLE TO
BUYER FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS OF
BUYER,OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL,
INCIDENTAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY
BREACH OF THIS AGREEMENT BY SELLER, ANY OBLIGATIONS OF
SELLER PURSUANT TO THIS AGREEMENT OR THE FAILURE OF THE
GOODS TO PERFORM IN ANY PARTICULAR MANNER. Except for
intentional wrongdoing, fraud or criminal conduct; the obligations of the
parties under any sales contract with Seller shall not constitute the personal
obligations of their shareholders, or of their directors, officers, employees,
consultants, agents or invitees, and each party shall look only to the assets of
the other party for the satisfaction of any liability with respect to any such sales
contract; and shall not seek recourse against the shareholders of the other
party, or against the directors, officers, employees, consultants, agents, or
invitees of the other party, or against their personal assets for such satisfaction.
12. Warranties: Seller warrants that goods supplied pursuant to the Sale Order
shall conform to the description therein stated and shall be free from defects
in material or workmanship for the period stated in each applicable
warranty. Warranties are job specific. SELLER DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE.
13. Special Orders: If any goods are manufactured by Seller to meet Buyer’s
particular specifications or requirements, Buyer shall indemnify and hold
Seller harmless from any and all claims arising from the purchase, use, or
sale of the special goods, and from any related costs, attorneys’ fees,
expenses, or liabilities incurred by Seller therefrom.
14. Law and Procedure: The Sale Order, this Agreement and the transaction
described therein shall be subject to, construed under and enforced
according to the laws of the State of Tennessee. ANY ACTION IN REGARD
HERETO OR ARISING OUT OF THE TERMS AND CONDITIONS HEREOF
SHALL BE INSTITUTED AND LITIGATED IN THE COURTS OF THE STATE OF
TENNESSEE AND NO OTHER. IN ACCORDANCE HEREWITH, THE
UNDERSIGNED HEREBY SUBMITS TO THE JURISDICTION AND
VENUE OF THE COURTS WITHIN THE HAMILTON COUNTY,STATE
OF TENNESSEE. BUYER AND SELLER HEREBY WAIVE THE RIGHT TO A
JURY TRIAL IN ANY ACTION) PROCEEDING OR COUNTERCLAIM
ARISING OUT OF THE SALE ORDER,THIS AGREEMENT OR THE
TRANSACTION DESCRIBED THEREIN.
15. Remedies: In the event that Buyer is in default or otherwise breaches the
Sale Order or this Agreement, Seller shall be entitled to pursue any and all
remedies, legal or equable including an action to recover the total Sale Order
price, as well as its costs of enforcing the Sale Order, including, without
limitation, its attorneys’ fees. In the event that Seller is in default or
otherwise breaches the Sale Order, the liability of Seller to Buyer for such
breach or default shall be limited to the replacement value of the goods
under the Sale Order which is the sole and exclusive remedy of Buyer for any
such breach or default.
16. Entire Agreement: This Agreement is intended by the parties as a final
expression of the terms and conditions of the Sale Order. No representations,
understandings, or agreements have been made or relied upon in the making
of this Agreement other than those specifically set forth herein. This
Agreement can only be modified in a writing signed by both parties. No
previous course of dealing between the parties or trade usage may be used to
interpret, limit, or otherwise impair the operation of this agreement.
17. Waiver & Severability: Seller shall not be deemed to have waived any rights
under this Agreement or the Sale Order unless such waiver is given in writing
and signed by Seller. No delay or omission on the part of Seller in exercising
any right shall operate as a waiver of such right or any other right. A waiver
by Seller of a provision of this Agreement or the Sale Order shall not
prejudice 01′ constitute a waiver of Seller’s right otherwise to demand strict
compliance with that provision or any other provision of this Agreement or
the Sale Order. Neither prior waiver by Seller nor any course of dealing
between Buyer and Seller, shall constitute a waiver of any of Seller’s rights or
of any of Buyer’s obligations as to any future transactions. Whenever the
consent of Seller is required under this Agreement or the Sale Order, the
granting of such consent by Seller in any instance shall not constitute
continuing consent to subsequent instances where such consent is required
and in all cases such consent may be granted 01′ withheld in the sole
discretion of Buyer. If any provision of this Agreement is held to be invalid or
unenforceable for any reason, the remaining provisions will continue in full
force without being impaired or invalidated in any way. The parties agree to
replace any invalid provision with a valid provision, which most closely
approximates the intent and economic effect of the invalid provision.
17. Notices: All notices required to be given under this Agreement shall be given
in writing and shall be effective when a record has been actually delivered,
deposited in the United States mail, first class, postage prepaid, addressed to
the party to whom the notice is to be given at the address shown upon the
Sale Order, received by telecopy or received through the Internet. Any party
may change its address for notices under this Agreement by giving formal
written notice to the other party, specifying that the purpose of the notice is
to change the party’s address.
18. Interest and Fees: In the event of any dispute arising out of the Sale Order,
this Agreement or the transaction described therein, in addition to an award
of damages, the Seller shall be entitled to recover: (1) pre-judgment interest
on any amount awarded at a rate of one and one-half percent (1.5%) per
month, (2) all expenses of litigation, including without limitation all filing
fees and court costs; and (3) all attorneys’ fees incurred regardless of
whether such fees or expenses are incurred before or after the initiation of
litigation, and regardless of whether Seller is successful in obtaining any
judgment against Buyer.