Bergstrom Sales Terms & Conditions

Bergstrom, Inc.

GENERAL TERMS AND CONDITIONS OF SALE

The following General Terms and Conditions of Sale (“Sales Terms and Conditions”) are part of any quotation, proposal, order acknowledgment, order confirmation or invoice by Bergstrom for designated products (“Products”) or services (“Services”) and constitute a part of each accepted order or contract for the sale and purchase of such Products or Services between Bergstrom, Inc. or any affiliate of Bergstrom, Inc. (“Bergstrom”) and you, i.e., Bergstrom’s Customer (hereinafter “Buyer”). Buyer accepts these Sales Terms and Conditions by signing and returning Bergstrom’s quotation or proposal, by sending a purchase order in response to a quotation or pursuant to pricing contained in any Bergstrom or Bergstrom affiliate’s product catalogue, through payment of Bergstrom’s invoice, or through Buyer’s instruction to Bergstrom to begin work, including shipment of Products or performance of Services. These Sales Terms and Conditions are the only terms which govern the sale of the Products or Services by Bergstrom to Buyer, unless there is a separate supply agreement, warranty agreement, or written contract signed by both parties covering the sale of Products or Services covered hereby, in which case the terms and conditions of said contract shall prevail only to the extent they are inconsistent with these Sales Terms and Conditions.

ACCEPTANCE OF ORDER. The issuance by Buyer of a purchase order shall not constitute a binding contract unless and until it is accepted by Bergstrom at its plant. Bergstrom’s acceptance or fulfillment of Buyer’s purchase order, however, does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Sales Terms and Conditions. These Sales Terms and Conditions prevail over any conflicting terms and conditions of purchase by Buyer regardless whether or when Buyer has submitted its purchase order or such terms. Any terms or conditions accompanying Buyer’s purchase order which are inconsistent with these Sales Terms and Conditions, even if such terms and conditions state they are the only terms which govern Buyer’s purchase of the Products or Services, are hereby rejected in their entirety and shall not apply to this transaction, unless expressly agreed to in writing by Bergstrom in a signed written acceptance and acknowledgment of the order. In such case, any fulfillment of the purchase order by Bergstrom, or supply of the Products or Services identified in the purchase order to Buyer, shall not be deemed an acceptance of the Buyer’s offer or the Buyer’s Terms and Conditions of Purchase, but rather an explicit rejection and counteroffer for the sale of Products or Services predicated solely and exclusively on these Sales Terms and Conditions.Bergstrom’s failure to separately object to any specific provision contained in Buyer’s purchase order following its receipt of Buyer’s purchase order is not and shall not be deemed a waiver of these Sales Terms and Conditions, which absent a writing signed by both confirming otherwise, are the only terms which govern the sale of the Products or Services by Bergstrom to Buyer.

ENTIRE AGREEMENT. Unless there is a separate supply agreement, warranty agreement, or other written contract signed by both parties covering the sale of Products or Services covered hereby, in which case the terms and conditions of said agreement or contract shall prevail only to the extent they are inconsistent with the provisions contained herein, these Sales Terms and Conditions, along with the quotation, confirmation of sale, and/or invoice issued by Bergstrom incorporating these Sales Terms and Conditions (collectively this “Agreement”), comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, including any terms and conditions attached to or incorporated in any purchase orders submitted by Buyer. Buyer acknowledges that it has not been induced to purchase any Products from Bergstrom by any representation or warranty not expressly set forth in this Agreement. These Sales Terms and Conditions may only be amended or modified in a writing which specifically states that it amends these Sales Terms and Conditions and is signed by an authorized representative of each party.

PRICES. Buyer shall purchase the Products from Bergstrom at the price[s] quoted in Bergstrom’s quotation or as agreed in writing between the parties. If no such quotation has been issued or agreement on price documented in writing, the price shall be as set forth in Bergstrom’s published price list in force as of the date that Bergstrom confirms or fulfills Buyer’s order. All quotations, unless otherwise stated, are for immediate action and all prices quoted therein are subject to change without notice anytime prior to acceptance of Buyer’s order. Previous quotations for the Products, goods, parts or services covered under this Agreement are hereby superseded and cancelled.

TERMS OF PAYMENT. Unless expressly agreed otherwise by the parties in writing, payment hereunder shall be due from Buyer within thirty (30) days after shipment of the product. Notwithstanding the foregoing, Bergstrom may, in its sole discretion, have the right to make any delivery under this Agreement payable cash on delivery or on a payment guarantee before-shipment basis. Buyer shall make all payments hereunder in U.S Dollars by electronic payment or check. Buyer shall pay interest on all late payments at the lesser of the rate of [1.5%] per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Bergstrom for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Sales Terms and Conditions or at law (which Bergstrom does not waive by the exercise of any rights hereunder), Bergstrom shall be entitled to suspend the delivery of any Products if Buyer fails to pay any amounts when due hereunder and such failure continues for 30 days. Buyer shall not withhold payment of any amounts due and payable to Bergstrom by reason of any set-off of any claim or dispute with Bergstrom, whether or not related to any claimed breach by Bergstrom.

ORDERS. Bergstrom’s obligations to fulfill any purchase order from Buyer shall be contingent upon a satisfactory credit review of Buyer. Bergstrom reserves the right to reject or cancel any order if it reasonably determines it cannot comply with all the requirements of said order. Bergstrom further reserves the right to reject or cancel any order from Buyer if Buyer’s account is in arrears.

TAXES. Unless expressly stated otherwise, all prices quoted or published for the Products are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, tariffs and charges of any kind imposed by any governmental authority with respect to the Products. Where applicable, such taxes will be paid by the Buyer.

PACKAGING AND DELIVERY. (a) Bergstrom reserves the right to select the manner in which the Products are packaged. Special requirements for packaging will be subject to extra charges, unless otherwise agreed by Bergstrom in writing. (b) Bergstrom will deliver the Products within a reasonable time after receiving Buyer’s purchase order, subject to their availability. The delivery dates(s) or schedule provided by Bergstrom for the products in only an estimate and is based upon prompt receipt of all necessary information from Buyer. Bergstrom will make every effort to make shipment in accordance with the delivery date(s) or schedule, but such delivery dates(s) or schedule is not guaranteed.

PARTIAL SHIPMENT. Bergstrom may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

F.O.B. POINT OF SHIPMENT. Unless otherwise specified in writing, delivery of the products ordered will be made F.O.B. point of shipment. All products become Buyer’s property and Buyer’s responsibility when delivered to a common carrier or any such delivery service as Buyer may specify, at the F.O.B. point. Bergstrom shall not be liable for any delays, loss or damage to the products while in transit. If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Bergstrom’s notice that the Products have been delivered at the F.O.B. point, or if Bergstrom is unable to deliver the Products at the F.O.B. point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) Bergstrom, at its option, may store the Products at Buyer’s sole cost.

TITLE, RISK OF LOSS, AND COLLATERAL SECURITY. Title and risk of loss or damage passes to Buyer upon delivery of the Products at the F.O.B. point of shipment. However, as collateral security for the payment of the purchase price of the Products, Buyer hereby grants to Bergstrom a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code as adopted under Illinois law.

INSPECTION AND ACCEPTANCE. The Products or Services shall be deemed inspected and accepted within ten (10) days after receipt thereof unless a Buyer provides a written notice of any nonconforming Products or Services to Bergstrom within the ten (10) day period, and furnishes with any written evidence or other documentation reasonably required by Bergstrom to document the claimed nonconformity. If Buyer timely and properly notifies Bergstrom of any nonconforming Products or Services, then Bergstrom will, in its sole discretion, (a) replace the nonconforming Products or Services with conforming Products or Services, or (b) credit or refund the purchase price for the nonconforming Products or Services, together with any reasonable shipping and handing incurred by Buyer. At Bergstrom’s request, Buyer will dispose of the nonconforming Products or Services or return the nonconforming Products or Services to Bergstrom at Bergstrom’s expense. Upon receipt of the nonconforming Products or Services, Bergstrom will promptly refund the monies owed or ship the replacement Products or Services to the Delivery Location at Bergstrom’s expense. Buyer acknowledges and agrees the remedies set forth in this section are Buyer’s sole and exclusive remedies for the delivery of nonconforming Products or Services, and except as set forth herein, Buyer has no right to return the Products or Services to Bergstrom without Bergstrom’s written authorization.

LIMITED WARRANTY.

(a) All statements, technical information and recommendations made or provided by Bergstrom concerning the Products or Services are based upon tests believed to be reliable, but which do not constitute a guarantee or warranty. All Products or Services are sold and samples of Products or Services provided with the understanding that Buyer has independently determined the suitability of such Products or Services for its purposes. (b) Unless another warranty period applicable to the Products or Services is identified and agreed to by Bergstrom in writing, Bergstrom warrants that the Products or Services shall be free from defects in material and workmanship under normal use and service for a period of six (6) months from the date of shipment of the Products. Should any failure to conform to this warranty appear within six (6) months from the date of shipment of the Products or Services, or in the time period stated on the specific product specification sheet, if any (the “Warranty Period”), Bergstrom shall, upon prompt written notification from Buyer reasonably describing the defect or nonconformity, substantiationthat the Products or Services have been stored, applied, and/or used in accordance with Bergstrom’s standards or other generally-accepted industry standards, and Bergstrom’s verification of Buyer’s claim that the Products or Services are defective or nonconforming, correct such defects or nonconformities by suitable rework or replacement without charge at Bergstrom’s plant or at the location of the Products, at Bergstrom’s exclusive election; provided, however, if Bergstrom determines that repair or replacement is not commercially practical, it shall issue a credit in favor of Buyer in an amount not to exceed the purchase price of the Product(s) or Services and, if Bergstrom so requests, Buyer shall, at Bergstrom’s expense, return such Products or Services to Bergstrom. This Limited Warranty and remedy is expressly conditioned upon Buyer’s payment of the purchase price in full. Any repair or replacement pursuant to this Limited Warranty will not extend the Warranty Period. THIS REMEDY SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND BERGSTROM’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN.

(c) THIS LIMITED WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND BERGSTROM EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(d) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Unless agreed otherwise by Bergstrom, Third Party Products are not covered by the warranty in Section 12(b) and are expressly limited to the warranty terms, if any, of the manufacturer of such products. For the avoidance of doubt, BERGSTROM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. However, to the extent any such Third Party Products are covered by a manufacturer’s waaranty, Bergstrom will transfer the benefits of that manufactuer’s warranty to Buyer.

(e) Bergstrom shall not be liable for a breach of the warranty set forth in Section 12(b) if: (1) Buyer (or the end user) makes any further use of such Products or Services after giving such notice; (2) the defect arises due to wear and tear, normal deterioration, or corrosion; (3) the defect arises due to improper storage, application, installation, use (including operation beyond the rated capacity) or maintenance of the Products or other misuse or abuse of the Products; (4) the Buyer (or the end user) utilizes replacementparts or lubricants which do not meet or exceed Bergstrom’s specifications; and/or (5) Buyer (or the end user) modifies, alters or repairs such Products, or removes or alters Bergstrom’s serial numbers, without the prior written consent of Bergstrom.

LIMITATION OF LIABILITY. IN NO EVENT SHALL BERGSTROM BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT BERGSTROM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION. Buyer will defend, indemnify, and hold harmless Bergstrom from and against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, fees (including import and export customs fees), or expense (including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers) (“Claims”) arising out of or occurring in connection with the negligence or willful misconduct of Buyer or its employees or agents, including but not limited to: (i) any misuse or modification of the Products or Services, or improper application or installation of the Products or Services into other equipment, by Buyer or its employees or agents, (ii) any act (or failure to act) by Buyer or its employees or agents in contravention of any safety procedures or instructions that Bergstrom provides to Buyer or its employees or agents, or (iii) the failure to store, install, operate, or maintain the Products or Services in accordance with Bergstrom’s instructions.

PATENTS. It is not the intention of Bergstrom to manufacture any product which infringes upon a patented article. Buyer will defend and hold harmless Bergstrom from any and all expense or loss involved in any claim for damages from infringement of a patent arising from compliance with Buyer’s design, specification or instruction.

QUANTITY. All quotations and/or confirmations of sale are based on production and prompt delivery of stated quantity at one time and also upon Buyer’s agreement to accept over-run or under-run on each individual item not exceeding 10% of quantities ordered unless otherwise objected to in writing. Sales quotes apply to quantities shown only; additional quantities and/or sizes will be quoted upon request.

CHANGES AND CANCELLATION. Orders accepted by Bergstrom are not subject to changes or cancellation by Buyer, except with Bergstrom’s written consent. If a change or cancellation is so made it is agreed that all finished Products or Services be taken at full contract price, that Products or Services in process be paid for at cost plus pro rata profit, and that Bergstrom be protected against loss on materials purchased or on contracts for the filing of the order.

TERMINATION. In addition to any remedies that may be provided under these Sales Terms and Conditions and without prejudice to any other remedy available to Bergstrom in law or equity, Bergstrom may terminate this Agreement with immediate effect upon written notice to Buyer, including stoppage in transit, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for 30 days; (b) fails to pay any amount due under any other invoice or otherwise permits its account to fall into arrears; (c) has not otherwise performed or complied with any of these Sales Terms and Conditions, in whole or in part; (d) assigns or attempts to assign this Agreement without advance written consent from Bergstrom; (e) comes under direct or indirect control of any entity competing with Bergstrom; or (f) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Any such termination shall not relieve Buyer of any of its obligations existing at the time of the termination, including the obligation of Buyer to pay for all Products or Services received from Bergstrom.

DEFERRED DELIVERY. If Buyer defers the delivery date of any order or contract, Bergstrom shall have the right to invoice Buyer on the scheduled delivery date for all charges due Bergstrom as though the finished Products or Services were shipped in accordance with the original delivery schedule. Upon invoicing, such Products or Services become the property of Buyer and shall be held for Buyer’s account by Bergstrom.

PARTIAL TOOL CHARGES. Any charges for special tools, dies or fixtures which are necessary for the completion of orders are partial and do not cover the full costs of Bergstrom for such tools, dies or fixtures. Such tools, dies or fixtures remain the property of Bergstrom who shall maintain such items in good condition. Buyer shall pay for the cost of special tooling when Bergstrom has submitted sample pieces made to Buyer’s specification or has completed a shipment of parts in lieu of samples. Tools can become property of Buyer only by special arrangement and after paying full tool charges. Tooling may be considered obsolete and destroyed by Bergstrom if it does not receive any orders from Buyer requiring the use of such tooling for three (3) consecutive years.

TOLERANCES. Unless dimensions are limited by a specific tolerance, it is understood that the production variations as published by Bergstrom will be acceptable. General title block tolerances on blueprints shall not apply unless agreed to in writing by Bergstrom.

CLAIMS. All claims for errors or shortages must be made within ten (10) days of receipt by Buyer.

INSURANCE. (a) Bergstrom accepts no risk of loss or damage to any of Buyer’s goods, including Products or Services supplied pursuant to this Agreement, by deterioration or by fire, smoke, explosion, sprinkler leakage, windstorm, flood, hail, aircraft, riot, civil commotion, labor trouble, or any other casualty while in transit, or otherwise in Bergstrom’s possession or under Bergstrom’s control after title passes to Buyer. Bergstrom will not provide insurance coverage of any kind for such Products or Services. (b) Buyer agrees to insure the Products or Services delivered under the Agreement in an amount at least equal to the purchase price against loss or damage from fire, wind, eater, or other causes. The insurance policies are to be made payable to Bergstrom and Buyer in accordance with their respective interests. Failure to take out and maintain such insurance shall entitle Bergstrom to declare the entire purchase price to be immediately due and payable and shall also entitle Bergstrom to recover possession of said Products or Services.

ERRORS. Stenographic and clerical errors in any quotation, order confirmation, or other document issued by Bergstrom and related to this Agreement are subject to correction.

FORCE MAJEURE. Bergstrom shall not be liable or responsible to Buyer, nor deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement to the extent such failure or delay is caused by or results directly or indirectly from acts beyond Bergstrom’s reasonable control, including, but not limited to, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, explosion, earthquake, or other natural disasters or catastrophes; (b) pandemics, epidemics, and/or plagues or any resulting quarantines, curfews, or other restrictions (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and/or (i) other causes, causalities, events, whether or not similar to the foregoing, that are beyond the reasonable control of Bergstrom. Bergstrom is relieved from its duty to perform its obligations under the Contract, and relieved from any liability in damages (including, but not limited, to expedited freight), from the time at which the Force Majeure event causes the failure to perform, if written notice thereof is given without delay, or otherwise from the time at which notice is received by the other Party.

INTENDED APPLICATION AND USE; BUYER DESIGNS AND SPECIFICATIONS. Any suggestions as to design use and suitability made by Bergstrom are shared in good faith; however, Buyer assumes exclusive and final responsibility for accepting and using such suggestions. Bergstrom makes no warranty, either expressed or implied, with respect to the suitability of Bergstrom’s Products or Services in Buyer’s final application of same, and Buyer assumes sole responsibility for determining that the Products or Services manufactured or sold by Bergstrom are suitable for their intended application and use. Products or Services manufactured by Bergstrom according to Buyer’s designs, specifications, or other particular requirements or instructions are not warranted to perform in accordance with such designs, specifications, requirements or instructions, and Bergstrom shall have no responsibility to inquire concerning the suitability of such designs, specifications, requirements or instructions, or obligation to test or approve them unless otherwise agreed by Bergstrom in writing.

COMPLIANCE WITH LAW. Bergstrom will use commercially reasonable efforts to comply with all applicable federal, state and local laws with respect to labor conditions, work opportunities and specifically represents that any Products or Services to be delivered will be produced in compliance with the requirements of Fair Labor Standards Act of 1938, as amended. Buyer shall comply with all applicable federal, state, and local laws, regulations and ordinances with respect to its purchase, use, and resale of the Products or Services, including but not limited to the U.S Foreign Corrupt Practices Act. Buyer shall also comply with all export and import laws of all countries involved in the sale of the Products or Services under this Agreement or any resale of the Products or Services by Buyer. Buyer assumes all responsibility for shipments of Products or Services requiring any government import clearance. Bergstrom may terminate this Agreement if any governmental authority imposes anti-dumping or countervailing duties or any other penalties on Products or Services.

CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of Bergstrom, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, quotations, pricing, discounts or rebates, disclosed by Bergstrom to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement, is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized in advance by Bergstrom in writing. Upon Bergstrom’s request, Buyer shall promptly return all documents and other materials received from Bergstrom. Bergstrom shall be entitled to injunctive relief for any violation of this Section.

NON-WAIVER. Bergstrom’s failure at any time to enforce any provision or right in connection with this purchase order shall not constitute a waiver of such provision or prejudice Bergstrom’s right to enforce such provision at any subsequent time. No waiver by Bergstrom of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Bergstrom.

SEVERABILITY. If any provision of the Agreement or these General Terms and Conditions of Sale is declared invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Agreement , all of which shall continue in full force and effect.

ASSIGNMENT. This purchase order shall inure to the benefit of and be binding on each of the parties hereto and their respective successors and assigns; provided however, that no assignment of any rights or delegation of any duties by Buyer under the Agreement is binding on Bergstrom unless Bergstrom’s written consent has first been obtained. Any purported assignment by Buyer in violation of this Section is null and void, and shall not relieve Buyer of any of its obligations under this Agreement.

NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these General Terms and Conditions of Sale.

CHOICE OF LAW. All matters arising out of or relating to this Agreement, including any purchase order issued by Buyer for Products covered under this Agreement, is governed by and shall be construed and interpreted in accordance with the laws of the State of Illinois and the Uniform Commercial Code, as adopted by Illinois, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods, and any amendments thereto, shall not apply to this Agreement. It is expressly agreed that in the construction and interpretation of the terms of this Agreement, the rule of construction that a document is to be construed most strictly against the party who prepared the same shall not apply.

JURISDICTION. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in either the United States District Court for the Northern District of Illinois or the Illinois Circuit Court of Winnebago County, and Buyer hereby irrevocably submits to personal jurisdiction and venue of both such courts. With respect to any legal suit, action or proceeding brought by Bergstrom or Buyer in a court of law, Bergstrom and Buyer hereby agree to waive their right to a trial by jury and covenant that neither of them will request a trial by jury in any such litigation.

UNILATERAL OPTION ARBITRATION. Notwithstanding the foregoing, Bergstrom shall have the sole and exclusive right to determine whether any dispute, controversy, or claim arising out of or related to the Agreement, or any breach thereof, shall be submitted to or be litigated in a court of law or be arbitrated. The venue for any such arbitration will be either in Rockford, Illinois or Chicago, Illinois, at Bergstrom’s discretion.

LIMITATIONS PERIOD. Any action for breach of the Agreement or any covenant or warranty contained herein must be commenced within one year after the cause of action has accrued unless such provision is not permitted by applicable law.

RETURN POLICY. No returns of Products or Services will be accepted without Bergstrom authorization and a valid return goods authorization (“RGA”) number. For domestic returns, the Product or Service can be returned up to thirty (30) days from the RGA issue date. For international returns, the Product or Services can be returned up to sixty (60) days from the RGA issue date. Authorized returns must be returned in good and serviceable condition to Bergstrom’s facility from which initially shipped, be accompanied by a packing slip with the return authorization number, and have transportation charges prepaid.

NOTICES. All notices, request, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth on the face of the sales confirmation and/or purchase order. All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid).