ACCEPTANCE - Any purchase order issued is considered Buyer’s acceptance of the terms & conditions
contained herein. ITWLabels hereby objects to any additional, different or conflicting terms or conditions set forth in
Buyer's purchase order. No terms or conditions of Buyer’s purchase order shall be effective unless accepted by
ITWLabels in a signed document expressly stating an intent to accept such term or condition.
ENTIRE AGREEMENT - The provisions herein set forth constitute the entire terms & conditions of sale
between ITWLabels and Buyer and supersede all prior Agreements, purchase orders, correspondence and other communication,
whether written or oral, between ITWLabels and the Buyer. No provision of these Terms and Conditions of Sale shall be
subject to change except by the written authorization of a properly authorized representative of ITWLabels.
PRICES/PAYMENT - Unless otherwise provided in this Agreement, terms of payment are net thirty (30) days
and prices are Ex-Works ITWLabels’s factory exclusive of sales or use taxes. All payments shall be in the legal currency
of the United States unless otherwise designated in the Agreement. All prices are subject to exception or change without
notice. Pricing errors may be corrected at any time. ITWLabels may, at any time and without obligation, suspend performance
or require payment in cash, security, or require other adequate assurances satisfactory to ITWLabels when, in the opinion
of ITWLabels in its sole discretion, the financial circumstances of Buyer warrant such action.
TAXES AND DUTIES - The amount of all applicable taxes (federal, state or local) will be charged unless the
purchase order clearly states that the equipment or goods are tax exempt and an exemption certificate is on file at
ITWLabels’s location. Any personal property taxes assessable on the equipment or goods required for delivery shall be
borne by Buyer.
DELIVERY - Deliveries shall be Ex-Works Factory unless otherwise stated in this Agreement. Shipping dates
given by ITWLabels are approximate and are based on prompt receipt of all necessary information regarding the order.
ITWLabels will use all reasonable efforts to meet the scheduled date shown on the face hereof, but does not guarantee to do
so. Failure to make shipments as scheduled does not constitute a cause of cancellation and/or for damages of any character.
In the event of any delay requested by Buyer or any delay caused by lack of shipping instructions, ITWLabels will store all
items ordered at Buyer’s expense and risk and will invoice Buyer for the full contract price of the equipment or goods on
or after the date on which the same is ready for delivery.
TITLE AND RISK OF LOSS - Risk of loss or damage to the equipment or goods shall pass to Buyer Ex-Works
ITWLabels's plant. Buyer will keep the equipment or goods insured to the full purchase price with ITWLabels as the
named loss payee and ITWLabels retains a security interest in the equipment or goods until the purchase price is paid.
PATENT INDEMNIFICATION - ITWLabels agrees to indemnify Buyer from and against all claims based on
allegations that the equipment or goods designed and manufactured by ITWLabels constitutes an infringement of any patent,
if ITWLabels is notified promptly of the assertion of any such allegation, and if ITWLabels is given authority to defend
the claim and reasonable information and assistance for the defense of the claim. Upon notification of an infringement
claim, ITWLabels reserves the right to do any of the following, at no cost to Buyer: (a) Procure for Buyer the right to
continue using the equipment; or (b) Replace the equipment with non-infringing equipment; or (c) Modify the equipment so
that it becomes non-infringing. ITWLabels does not assume liability for the infringement of any method and/or process
patent or for infringement of any patent covering articles manufactured or produced in accordance with Buyer’s
RETURNS - No goods requiring repair or alleged to be defective may be returned without authorization and a
Return Materials Authorization (RMA) by ITWLabels. Under no circumstances may products be returned without prior approval
from ITWLabels. Standard stock items must be in unused condition, as determined by ITWLabels. Buyer’s request for return
must be received no later than 60 days from the date of shipment from ITWLabels’s factory. If ITWLabels authorizes
return, products must be received by ITWLabels within 30 days of Buyer's receipt of RGA. Returned products must be
always shipped Buyer F.O.B. destination, freight prepaid and allowed, and properly packaged to protect against damage.
WARRANTY AND LIMITATION OF LIABILITY -ITWLabels's sole warranty is set forth under our
GOVERNING LAW - THIS AGREEMENT AND ALL SALES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS. Any
legal action to enforce any right granted by this Agreement must be filed within one (1) year after delivery, or for
warranty claims, within one (1) year of the expiration of the applicable warranty period.
CREDIT POLICY - Credits expire one year after the date of issue and can only be applied to the purchase of
products and services offered by the ITWLabels.