Terms and Conditions of Sale

These Terms and Conditions shall apply to and govern any Purchase Order (“Order”) entered into between you, as the “Buyer,” and Monoflo International, Inc. (“Monoflo”), as the Seller. MONOFLO's acceptance of your Order is expressly made subject to and is conditioned upon your assent to these Terms and Conditions in their entirety and on your agreement that these Terms and Conditions shall constitute the sole Terms and Conditions of your Order. In the event these Terms and Conditions conflict with the terms or provisions stated on your Order, these Terms and Conditions shall supersede any terms and provisions stated on your Order. These Terms and Conditions shall take precedence over any other conditions or provisions, and no contrary, additional or different terms, conditions or provisions shall be binding on MONOFLO unless accepted by MONOFLO in writing.

1. Except as otherwise expressly set forth in any separate warranty delivered to the Buyer in connection with the sale, the goods and products are sold “AS IS,” and MONOLFO makes no other warranty of any kind or nature whatsoever, expressed or implied. FURTHER, all implied warranties of merchantability and/or fitness for a particular purpose are hereby disclaimed by Monoflo and excluded from this Agreement.

2. Unless the prices for the goods and products are set forth on the front of this document, the prices for the goods and products specified on the invoice for the Order shall be MONOFLO's prices in effect at the date of the shipment. Unless set forth to the contrary on the front of this document or otherwise stated in writing by Monoflo, payment by the BUYER shall be due and payable thirty (30) days from the date of MONOFLO's invoice. BUYER shall be responsible for all applicable taxes, assessments, duties, fees and other governmental charges (but excluding MONOFLO's sales and/or use taxes or income taxes), however designated, imposed by any governmental authorities associated with the performance of this agreement.

3. To secure payment of the purchase price of the goods and products covered by the Order and all costs, charges, liabilities and obligations of any kind whatsoever of the BUYER to MONOFLO, BUYER grants MONOFLO a purchase money security interest in the goods and products described in the Order, plus all substitutes related thereto, replacements therefore, all accessories and attachments thereto, and all proceeds therefrom. Upon BUYER's failure to pay the purchase price and other costs and charges in accordance with these Terms and Conditions, MONOFLO shall be entitled to exercise any and all of the rights and remedies provided by the Uniform Commercial Code, as well as all other rights and remedies possessed by MONOFLO under these Terms and Conditions or otherwise, including, but not limited to, MONOFLO's right, after the provision of at least ten (10) days’ notice prior to the time and date of such sale or disposition, to sell same, by private or public sale, and to apply the net proceeds from such sale to the amount due by Buyer to MONOFLO under the Order. BUYER shall, upon request of MONOFLO, promptly execute such financing statements as MONOFLO shall request.

4. Unless set forth to the contrary on the front of this document or otherwise stated in writing by MONOFLO, shipping of the goods and products shall be on a “collect” basis pursuant to which Monoflo shall deliver all goods and products to a carrier FOB MONOFLO's plant for transportation to the BUYER'S place of business or other address as designated by BUYER. BUYER shall have the responsibility for selecting carriers and making arrangements for shipment of the goods and products, and all costs of transportation shall be borne by the BUYER and all risks of loss shall pass to the BUYER when the goods and products are delivered by MONOFLO to the carrier. The risk of loss in loading the carrier's truck shall be borne by MONOFLO. The carrier's driver shall have the right to inspect each shipment for damage prior to departing MONOFLO's loading dock, and, accordingly, BUYER shall bear the risk of loss on any shipment of the goods and products after the carrier's truck leaves MONOFLO's loading dock.

   If set forth on the front of this document or if otherwise stated in writing by MONOFLO, where the shipping of the goods and products is on a “prepaid” or “prepaid and add” basis, MONOFLO shall have the responsibility for selecting carriers and making arrangements for shipment and transportation of the goods and products to BUYER's place of business or other address as designated by BUYER, with the costs of such service and shipment being part of the cost of the goods and products or being added to the cost of the goods and products by MONOFLO. In all such “prepaid” or “prepaid and add” circumstances, the standard “unloading time” at the receiving facility designated by BUYER shall be deemed to be a two (2) hours maximum. In the event the “unloading” exceeds such two (2) hour maximum and such additional “unloading” time results from and/or is caused by a delay related to the “unloading” procedures and/or traffic at such receiving facility, MONOFLO shall be entitled to be paid, and shall invoice BUYER, at the rate of $80.00 per hour for all such time in excess of the two (2) hour maximum, with such time being rounded to the nearest ½ hour.

   Regardless of whether the shipping is conducted on a “collect” versus a “prepaid” or “prepaid and add” basis, in the event BUYER changes the “Ship To” address within 48 hours of the previously scheduled shipment/pickup date and time for delivery of the goods and products to the carrier at MONOFLO's plant, BUYER may incur, and MONOFLO shall be entitled to assess, additional freight charges, re-routing fees and/or other reasonable charges, and shipping delays also may be incurred. MONOFLO shall notify BUYER in the event of any such additional charges and fees and/or in the event of any such delays, and MONOFLO shall invoice BUYER for any such additional charges and fees following the shipment of the goods and products.

5. MONOFLO is obligated to provide goods and products conforming to the Order, but MONOFLO assume no obligations that the goods and products will arrive at BUYER's designated address. MONOFLO shall be excused for any delay in performance due to acts of God; war; riot; embargoes; acts of civil authorities; fires, floods, or other natural disasters; accidents; strikes, lockouts, labor shortages, work stoppages, or other labor disputes; civil disorders; transportation embargoes or delays; failures or shortages of materials, supplies or machinery; actions of, or regulations or priorities of, the federal, state or local governmental branches or agencies; or any circumstance or cause beyond the reasonable control of MONOFLO. Further, MONOFLO may delay deliveries to the extent caused by any governmental regulation of production or for any other cause beyond MONOFLO's reasonable control.

6. The BUYER shall inspect all the goods and products immediately on the arrival of same at BUYER's designated address and BUYER shall within five days of such arrival give written notice to MONOFLO of any claim that the goods or products do not conform to the terms of the Order. If the BUYER shall fail to give such notice, the goods and products shall be deemed to conform to the terms of the Order, and the BUYER shall be bound to accept and pay for the goods and products in accordance with the terms of the contract. Any request for returns or for sales credit made after such five day period may be granted or refused in the sole discretion of MONOFLO. The BUYER expressly waives any rights the buyer may have to revoke acceptance after such five day period.

7. In the event the BUYER shall fail to pay the purchase price when due under these Terms and Conditions, MONOFLO may exercise any of its rights as a secured creditor and/or may exercise its rights to collect the amount due and payable by BUYER, and, in addition MONOFLO shall be entitled to recover all fees and costs incurred, including attorney's fees.

8. The Order and these Terms and Conditions shall be governed by, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Virginia, exclusive of its conflict-of-laws rule. The BUYER and MONOFLO consent and submit to the jurisdiction of the Circuit Court of Frederick County, Virginia as the forum for adjudication of any disputes arising out of or connected with the Order and these Terms and Conditions, and the BUYER and MONOFLO expressly agree to the jurisdiction of said Court and waive all defenses and objections thereto.

9. THE BUYER AND MONOFLO EACH ACKNOWLEDGE AND INTEND THAT THE ORDER AND THESE TERMS AND CONDITIONS CONSTITUTE AN “AGREEMENT” AS DEFINED IN VIRGINIA CODE SECTION 59.1-483 OF THE VIRGINIA UNIFORM ELECTRONIC TRANSACTIONS ACT (VA. CODE SECTIONS 59.1-479, ET SEQ.), AS AMENDED, AND THE BUYER AND MONOFLO FURTHER AGREE TO CONDUCT TRANSACTIONS HEREUNDER BY ELECTRONIC MEANS, PURSUANT TO VIRGINIA CODE SECTION 59.1-483(b).

10. The Order and these Terms and Conditions contain the entire understanding of the parties with respect thereto, and supersede all prior proposals, understandings, agreements, correspondence, arrangements and discussions (whether verbal or in writing). The Order and these Terms and Conditions are the final expression of the Buyer's and Monoflo's agreement and a complete statement of the terms thereof, and shall not be modified except in writing by the parties hereto. No waiver by either party of any default shall be deemed as a waiver of any subsequent default.