STANDARD TERMS AND CONDITIONS OF SALE FOR GOODS ANDSERVICES
These Terms and Conditions, the attached quotation or acknowledgement and all documents
incorporated by specific reference therein, will be the complete and exclusive statement of theterms of the agreement (“Agreement”) governing the sale of goods (“'Goods") and provision ofservices (“Services”), as applicable, by Interroll USA, LLC. (“Seller) to Customer (“Buyer").
Buyer's acceptance of the Goods and Service will manifest Buyer's agreement to these Terms
and Conditions. If these Terms and Conditions differ in any way from the terms and conditionsof Buyer's order, or other documentation, this document will be construed as a rejection of anyof Buyers terms and conditions that conflict with the Agreement.
1.
PRICES
Unless otherwise specified in writing by Seller, Seller's price for the Goods and Services willremain in effect for thirty (30) days after the date of seller's quotation or acknowledgment of
Buyers order for the Goods, Services, or both, whichever occurs first. Seller’s price for Goods
and Services will expire if (a) Seller rescinds its price in writing, or (b) Buyer does not provide an
unconditional, complete acceptance of the Agreement and authorization for the immediate
shipment of the Goods and provision of Services, as applicable within such time period. Unlessand until such acceptance and authorization are by Seller within such period, Seller shall havethe right to change the price for the Goods or Services to Seller's price at any time prior to
shipment.
2.
TAXES
Buyer represents and warrants that it will pay all sales, use, ad valorem or other taxes due as aconsequence of its purchase of the Goods or Services. Buyer agrees to indemnify, defend, andhold Seller harmless for any liability, cost or expense incurred by Seller as a result of Buyer’s
failure to pay all taxes, duties, levies or other such obligations. In the event that any fee, tax,
governmental charge, law, regulation, statute or other obligation imposed by law (each a “Legal
Obligation”) is enacted after Seller issues its quotation or proposal, Seller shall be entitled to a
price increase commensurate with the impact upon Seller of such Legal Obligation in
performing its obligations (including but not limited to costs of procuring materials, producing
Goods, performing Services, or otherwise). Such price increase may be imposed either before
or after the parties execute any formal Agreement.
3.
TERMS OF PAYMENTUnless otherwise stated on the applicable quotation, all payment is required on a net thirty (30)basis, with payment due thirty (30) days from date of Seller's invoice. All payments are due inInterroll
USA LLC

159 Corporate Drive North
Hiram, GA 30141
USA
interroll.us

Tel: +1 (770) 799-4210
Fax: +1 (404) 745-8442
us.sales@interroll.com

U.S. currency. If any payment owed to Seller is not paid when due, it shall bear interest, at a rateof the lesser of 1.5% per month or the maximum rate permitted by law from the date on which
it is due until it is paid. Seller shall have the right, among other remedies, either to terminate
the Agreement or to suspend further performance under this Agreement, other agreements,
or both with Buyer in the event Buyer fails to make any payment when due. In the event that
Seller prevails (in whole or in part) in any dispute arising from or relating to this Agreement,
Buyer shall be liable for all of Seller’s expenses, including Seller’s attorney's fees and costs,
relating to such dispute. For orders and combined orders for Specific Projects over $50,000,
the Buyer shall pay in accordance with the following payment terms:
GOODS

SERVICES
30% of the Contract Sum shall be due 
30% of the Contract Sum shall be dueand payable at the time the order is placed; and payable at the time the order is placed;
60% of the Contract Sum shall be due 
60% of the Contract Sum shall be dueand payable prior to shipment;
and payable prior to commencement of theServices; and
10% of the Contract Sum shall be dueand payable within 30 days following delivery 
10% of the Contract Sum shall be dueof the Goods
and payable within 30 days following thecompletion of the Services.
Seller’s election to extend credit with respect to any transaction shall not be construed torequire Seller to extend credit with respect to any other or future transaction.
4.
SHIPMENT AND DELIVERY
Shipments are made FOB Sellers shipping point. Any claims for shortages or damages sufferedin transit shall be submitted by the Buyer directly to the carrier. While Seller will use
reasonable commercial efforts to maintain the delivery date acknowledged or quoted bySeller, all shipping dates are approximate. Seller reserves the right to make partial shipments
and to segregate “specials" and made‐to‐order Goods from normal stock Goods. Seller shallnot be bound to tender delivery of any Goods for which Buyer has not provided shipping
instructions, or at any time in which Buyer is in default of its obligations under this Agreement
or any other agreement with Seller. Buyer shall carefully inspect all shipments and shall notify
Seller in writing within forty‐eight (48) hours of any nonconformities, defects, or deficiencies
within Seller’s delivery. Buyer shall review the Services performed, and any product thereof,and shall promptly notify Seller of any noncompliance or nonconformity within forty‐eight (48)hours of the performance of same. Failure to provide preserve such nonconformities, defects,
or deficiencies, and to provide notice within such 48‐hour period shall constitute a waiver of
any and all rights with respect to such nonconformities, noncompliance, defects, or
deficiencies.

Interroll
USA LLC

159 Corporate Drive North
Hiram, GA 30141
USA
interroll.us

Tel: +1 (770) 799-4210
Fax: +1 (404) 745-8442
us.sales@interroll.com

5.
RETURNS AND CANCELLATIONAll sales and orders are final as of the date executed unless otherwise specified and agreed inwriting. All returns must be approved in advance and must have an authorized notification
assigned to the item(s) prior to being received. Items must have the notification number
clearly marked on the outside of the carton. Items returned without a notification number
may be refused. Built to order, custom, standard, and non‐standard products may or may not
qualify for return at Seller’s sole discretion. If approved for return, Seller may, at its election,require restocking charges, re‐work charges, or both. Buyer is responsible for all return freightcharges and Goods must be suitably crated by the Buyer to prevent damage.
Buyer may terminate any order for convenience at any time, provided that upon suchtermination, Buyer shall be responsible for all costs incurred or committed as of the date ofsuch termination (including demobilization costs), overhead and profit thereon, andanticipated overhead and profit on the unused portion of the Services, the cancelled portionof the Goods, or both.
6.
QUANTITY
Any additional Goods or Services requested after the order has been placed shall be priced at
the price per item charged for the specific quantity ordered, and are subject to confirmation by
Seller. All Goods are subject to normal manufacturing variations of Seller and its raw materials
suppliers. Seller reserves the right to change raw materials specifications and raw materials at
any time and assumes no obligation to continue to supply any project or products previously
sold. Seller cannot guaranty additional Services will be performed by any particular personnel,
including such personnel as performed the Services included in the order.
7.
LIMITED WARRANTY (GOODS)
Subject to the limitations of this Section 7, Seller warrants that it shall repair or replace (at its
sole election) any material defects in materials and workmanship under normal use, service andmaintenance for a period of two years (unless otherwise specified by Seller in writing) from thedate of shipment of the Goods by Seller (the “Warranty Period”). This two‐year Warranty Period
is based upon two‐shifts, five days per week operation, and shall be deemed proportionately
shortened to the extent of use beyond such standard. THE WARRANTY SET FORTH IN THISPARAGRAPH 7 IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO THE
GOODS, AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSEOR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND
WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTUREDBY SELLER FOR BUYER'S USE OR PURPOSE.
Seller’s warranty does not extend to any losses or damages due to misuse, accident, abuse,neglect, normal wear and tear, unauthorized modification or alteration, use beyond rated
capacity, or improper installation, maintenance or application, or where the Seller first received
written notice of same after the expiration of the Warranty Period. Should Buyer discover any
Interroll
USA LLC

159 Corporate Drive North
Hiram, GA 30141
USA
interroll.us

Tel: +1 (770) 799-4210
Fax: +1 (404) 745-8442
us.sales@interroll.com

defects within the Warranty Period, Buyer shall notify Seller thereof in writing. Seller shall, at its
option, repair or replace defective part after inspection of said part. Such repair or replacement
shall be Buyer’s sole and exclusive remedy, and Seller’s sole and exclusive liability for any defector deficiency in any Goods provided by Seller. Buyer will be responsible for all shipping costs
associated with any warranty claim. Buyer shall obtain Seller’s pre‐approval of any shipment,
which shall be made via pre‐paid shipping of the part to Seller’s facility for inspection, repair, or
replacement. Repaired or replaced defective items will be returned to the Buyer at no charge(standard ground transportation, air freight not included). Goods repaired or replaced during
the warranty period shall be covered by the foregoing warranty for the remainder of the original
Warranty Period or ninety (90) days, whichever is longer. Warranty does not include installation
expenses. Buyer assumes all other responsibility for any loss, damage, or injury to persons orproperty arising out of, connected with, or resulting from the use of Goods, either alone or in
combination with other products/components.
THIS SECTIONS 7 SHALL APPLY TO ANY ENTITY OR PERSON WHO MAY BUY, ACQUIRE OR USE
SELLER'S GOODS DIRECTLY FROM SELLER OR DIRECTLY FROM SELLER'S AUTHORIZED
DISTRIBUTOR, PROVIDED THAT SUCH ENTITY OR PERSON SHALL BE BOUND BY THE
LIMITATIONS SET FORTH HEREIN.
8.
LIMITED WARRANTY (SERVICES)
Subject to the limitations of this Section 8, Seller warrants that all Services shall be performed
in a good and workmanlike manner, and shall materially conform to the requirements set forthin the Order, and that if such Services do not comply with such standard, Seller shall, at its soleelection, reperform such Services or refund an amount to Buyer proportionate to the value ofthe nonconforming Services. Such reperformance or refund shall be Buyer’s sole and exclusive
remedy, and Seller’s sole and exclusive liability for any noncompliance or nonconformity in any
Services provided by Seller provided by Seller THIS IS THE SOLE AND EXCLUSIVE WARRANTY
GIVEN BY SELLER WITH RESPECT TO THE SERVICES AND IS IN LIEU OF AND EXCLUDES ALL OTHERWARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE,INCLUDING WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN
SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S SERVICES ARE
SPECIFICALLY DESIGNED BY SELLER FOR BUYER'S USE OR PURPOSE.
9.
LIMITATION OF LIABILITYSELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN DELIVERY OF GOODS, OR
PERFORMANCE OF SERVICES UNDER THIS AGREEMENT, EVEN IF SELLER HAS BEEN ADVISED OF
THE DAMAGE THAT BUYER MAY INCUR AS A RESULT.
IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHERBASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, OR
OTHERWISE), SHALL SELLER'S AGGREGATE LIABILITY TO BUYER AND ANY THIRD PARTY ARISINGOUT OF THIS AGREEMENT EXCEED THE PRICE ACTUALLY PAID BY BUYER FOR THE SPECIFICGOODS OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.
Interroll
USA LLC

159 Corporate Drive North
Hiram, GA 30141
USA
interroll.us

Tel: +1 (770) 799-4210
Fax: +1 (404) 745-8442
us.sales@interroll.com

BUYER AGREES THAT IN NO EVENT SHALL SELLER'S LIABILITY TO BUYER, ITS CUSTOMERS, OR
ANY THIRD PARTY INCLUDE INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, STATUTORY
OR PUNITIVE DAMAGES. THE TERM "CONSEQUENTIAL DAMAGES" SHALL INCLUDE, BUT NOT BE
LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE, COST OF CAPITALAND DAMAGE OR LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF REPUTATION OR
OPPORTUNITY, LOSS OF FINANCING OR OTHER DAMAGES OF SIMILAR NATURE. BUYER AGREESTO INDEMNIFY, DEFEND, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY CLAIM BY ANYCUSTOMER OF BUYER SEEKING CONSEQUENTIAL DAMAGES. It is expressly understood that any
technical advice furnished by Seller with respect to the use of the Goods or provision of Services
is given without charge, and Seller assumes no obligation or liability for the advice given, or
results obtained, all such advice being given and accepted at Buyer's risk.
10.
EXCUSE OF PERFORMANCE
Seller’s performance of its obligations hereunder (whether in connection with Goods, Services,
warranty obligations, or otherwise) shall be excused to the extent impacted by acts of God, actsof Buyer, war, government agency, fire, flood, other sever weather, sabotage, pandemics,
epidemics, or public health events (including but not limited to impacts of the coronavirus
known as COVID‐19); strikes or labor disturbances; governmental requests, restrictions, laws,
regulations, orders or actions; unavailability of or delays in transportation; default of suppliers;
or unforeseen circumstances or any events or causes beyond Seller's reasonable control.
Deliveries or performance of Services may be delayed suspended for an appropriate period oftime as a result of the foregoing. If Seller determines that its ability to supply the total demand
for the Goods, or to obtain material used directly or indirectly in the manufacture of the Goods,
is hindered, limited or made impracticable due to causes addressed in this Section 8, Seller may
allocate its available supply of the Goods or such material (without obligation to acquire othersupplies of any such Goods or material) among itself and its purchasers on such basis as Seller
determines fit, in its sole discretion, without liability for any failure of performance which may
result therefrom. Deliveries suspended or not made by reason of this section may be canceledby Seller upon notice to Buyer without liability, but the balance of the Agreement shall otherwise
remain unaffected. If the delay caused by any event or condition excusable under this Section
10 exceeds thirty days, Seller may, at its sole election cancel such Agreement and in such event,Seller’s sole and exclusive liability will be to refund any amounts paid by Buyer.
11.
CANCELLATION
Buyer may not cancel, reduce, change, or suspend any Order without Seller’s written consent.
Upon any approved cancellation, the Buyer shall be subject to cancellation charges which
include, among other things, all costs and expenses incurred and commitments made by the
Seller, as well as reasonable overhead and profit on all Goods and Services performed andcancelled under the Order.
12.
CHANGES
Buyer may request changes or additions to the Goods and Services consistent with Seller's
specifications and criteria, provided that Seller reserves the right to reject such changes for any
reason. In the event Seller accepts any change proposed by Buyer, Seller may revise the priceand delivery schedule for such Goods, and schedule of performance for any Services. Seller
Interroll
USA LLC

159 Corporate Drive North
Hiram, GA 30141
USA
interroll.us

Tel: +1 (770) 799-4210
Fax: +1 (404) 745-8442
us.sales@interroll.com

reserves the right to make minor changes to the design and specification for the Goods andServices where such changes will not materially impact Buyer, based upon Buyer’s reasonably
anticipated use of the Goods or Services. Seller may make any such change without prior notice
to Buyer, except with respect to Goods being made‐to‐order for Buyer.
13.
INTELLECTUAL PROPERTY
All intellectual property created by Seller in connection with the provision of any Goods orServices shall remain the sole and exclusive property of Seller. In no event shall any title orlicense to any intellectual property, whether held by Seller prior to the Order, or developed
during or after Order transfer to Buyer in connection with the Order. Buyer shall execute any
document at its sole cost at Seller’s request to confirm Seller’s ownership of all intellectual
property associated with the Goods and Services provided. All training or instructional material
developed or provided by Seller shall remain the sole and exclusive property of the Seller.
14.
ASSIGNMENT
Buyer shall not assign its rights or delegate its duties hereunder or any interest therein or any
rights hereunder without the prior written consent of the Seller, and any such assignment,
without such consent, shall be void.
15.
PATENTS AND COPYRIGHTS
Subject to Section 7, Seller warrants that the Goods and Services (and any products thereof)
sold, except as are made specifically for Buyer according to Buyer's specifications, and to thebest of Seller’s knowledge do not infringe any valid U.S. patent or copyright in existence as ofthe date of delivery. Seller's warranty as to use only applies to infringements arising solely outof the inherent operation (I) of such Goods, or (II) of any combination of Goods in a systemdesigned by Seller. In the event such Goods, singularly or in combination, are held to infringea U.S. patent or copyright in such suit, and the use of such Goods is enjoined, or in the case of
a compromise by Seller, Seller shall have the right, at its option and expense, and as its soleliability and obligation to Buyer hereunder to (a) procure for Buyer the right to continue using
such Goods, (b) replace them with non‐infringing Goods; (c) modify same to become not‐infringing; or (d) grant Buyer a credit for the depreciated value of such Goods and accept
return of them. With respect to Services, Seller may, at its sole option reperform such services
ign a non‐infringing manner or refund a portion of the purchase price commensurate with the
infringing Services. This warranty is given upon the condition that Buyer promptly notify Sellerof any claim or suit involving Buyer in which such infringement is alleged, and that Buyer
cooperate fully with Seller and permit Seller to control completely the defense or compromiseof any such allegation of infringement. If Seller is subject to any lawsuit, demand, demand forarbitration, or other proceeding alleging infringement or other violation arising from theintellectual property arising from Buyer’s specific instruction, Buyer shall indemnify, defend,
and hold Seller harmless from and against any costs, expense, settlement, fees, attorneys' fees
and costs, or other obligations or losses resulting therefrom.
16.
INDEMNIFICATION
To the fullest extent permitted by law, Buyer shall indemnify and hold harmless Seller and theiragents and employees from claims, demands, causes of actions and liabilities of every kind andInterroll
USA LLC

159 Corporate Drive North
Hiram, GA 30141
USA
interroll.us

Tel: +1 (770) 799-4210
Fax: +1 (404) 745-8442
us.sales@interroll.com

nature whatsoever arising out of or in connection with Seller’s provision of Goods, performanceof Services, or both. The indemnity shall apply regardless of any active and/or passive negligent
act or omission of Buyer, or their agents or employees, but Buyer shall not be obligated toindemnify any party for claims arising from such party’s sole negligence or willful misconduct
or the agent or employees of such parties, or caused solely by the designs provided by suchparties (except to the extent that any Third Party seeks Consequential Damages from Seller, inwhich case Buyer’s indemnity obligation shall apply only to such claims). The indemnity set
forth in this Section shall not be limited by insurance requirements or by any other provision of
the parties’ agreement. This Section 16 shall survive any termination of this agreement.
17.
TOOLING
Tool, die, and pattern charges, if any, are not part of the purchase price and, unless separately
stated, require payment in addition to the price of the Goods. Such amounts are due andpayable upon completion of the tooling. All such tools dies and patterns shall be and remain
the property of Seller unless otherwise agreed. Charges for tools, dies, and patterns do notconvey to Buyer, title, ownership interests in, or rights to possession or removal, nor prevent
their use by Seller for other purchasers, except as otherwise expressly provided by Seller andBuyer in writing with reverence to this provision. All dies and tools are integral parts of Seller’s
manufacturing process and all charges paid for by same by Buyer will be consider part of thepurchase price of goods ordered. Buyer shall acquire no title in such dies and tools and shallhave no right to remove same from Seller’s possession, provided, however, that all tools anddies ordered by Buyer shall be used exclusively for its work. Tools and dies inactive for a periodof three (3) years following the most recent order are subject to loss of exclusivity or otherdisposition by the Seller, without notice, at Seller’s sole discretion.
18.
MISCELLANEOUS
These terms and conditions set forth the entire understanding and agreement between Seller
and Buyer, and supersede all other communications, negotiations and prior oral or written
statement regarding the subject matter of these terms and conditions. No third party shall bedeemed an intended beneficiary of this Agreement. No change, modification, rescission,discharge, abandonment, or waiver of these terms and conditions of this Agreement, or any
Sale hereunder shall be binding upon the Seller unless made in writing and signed on its behalf
by an officer of the Seller. No conditions, usage or trade, course of dealing or performance,
understanding or agreement purporting to modify, vary, explain, or supplement these Terms
and Conditions shall be binding unless hereafter made in writing and signed by the party to bebound, and no modification shall be affected by the acceptance of purchase orders or shipping
instruction forms containing terms at variance with or in addition to those set forth herein. No
waiver by Seller with respect to any breach or default or any right or remedy and no course of
dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of
any other right or remedy, unless such waiver be expressed in writing and signed by the party to
be bound. Seller is not responsible for typographical or clerical errors made in any quotation,orders or publications. All such errors are subject to correction. The validity, performance, andall other matters relating to interpretation and effect of this contract shall be governed by thelaw of the state of Georgia, and any dispute arising from or relating to this Agreement shall be
resolved solely and exclusively in the courts located in Paulding County, Georgia.
Interroll
USA LLC

159 Corporate Drive North
Hiram, GA 30141
USA
interroll.us

Tel: +1 (770) 799-4210
Fax: +1 (404) 745-8442
us.sales@interroll.com