STANDARD TERMS AND CONDITIONS FOR SERVICES (“TERMS AND CONDITIONS”)

1. Definitions.
   • “FSP” means FOUR SLIDE PRODUCTS, INC.
   • “Customer” means the customer ordering or requesting the Services.
   • “Services” means the services performed by FSP for the Customer, including shear cutting, tube bending, tube forming and all other available services.
   • “Goods” means any products of Customer or FSP upon which FSP has performed or will perform the Services.
   • An “Order” means the accepted request for Services.
2. Order Placement; Invoicing; Additional Terms.
   • A Customer may submit an Order via [phone, fax, email, website, or purchase order]. Any additional, Order-specific terms (“Additional Terms”) shall be agreed between FSP and Customer and shall be set forth upon the applicable Order documentation. If FSP accepts an Order from a Customer, then FSP shall issue an order number within five (5) business days. Customer shall include such number on all packages, shipping documents or any other documents pertaining to Goods upon which Services are to be performed.
   • By submitting an Order, Customer agrees to these Terms and Conditions, except when the Additional Terms conflict, in which case the Additional Terms shall control. Customer shall notify FSP immediately if Customer is unable to meet any of the requirements set forth in the Order, including delivery terms. Each accepted Order shall be invoiced separately, and Customer shall pay for each shipment as invoiced in accordance with Section 6 below.
   • These Terms and Conditions shall apply to all Orders received from Customer. FSP’s performance of an Order shall not be considered acceptance of any counter-offer or terms provided by Customer. Except where expressly agreed as Additional Terms, FSP will not be bound by, hereby objects to, and rejects, any additional provision or any provision at variance with these Terms and Conditions, including without limitation, terms that may appear in Customer’s purchase order, standard terms and conditions, acknowledgments, or forms.
3. Delivery, Shipping and Risk of Loss.
   • All specified delivery dates are estimated. Subject to Section 6 below and contingent upon prompt receipt by FSP of (i) the Order, (ii) complete and detailed current specifications (including any prints or drawings) satisfactory for production of the Order, (iii) the Goods upon which the Services are to be performed, (iv) all other information necessary to permit FSP to proceed with work immediately and without interruption, and (v) satisfactory assurance of compliance with terms of payment, FSP shall deliver the Goods in accordance with the Order.
   • Unless FSP has quoted pricing and terms for delivery, pick-up and trucking, all Goods are shipped F.O.B. FSP’s locations. Risk of loss of any Goods in transit shall pass to Customer upon delivery to the F.O.B. point. The party undertaking risk of loss is solely responsible for all shipping and delivery charges and shall maintain adequate insurance with reputable carriers covering the replacement value of such Goods in transit.
4. Inspection. Customer shall inspect any and all Goods processed by FSP promptly upon receipt thereof and shall promptly notify FSP of any objections to the Goods or the Services performed by FSP not later than five (5) business days after Customer’s receipt of such Goods. If Customer does not notify FSP of its objection within such time period, or Customer refuses to inspect or otherwise fails to inspect the Goods upon receipt, Customer shall be deemed to have accepted the Goods and the Services as conforming to specification and otherwise meeting the requirements of the applicable Order.
5. Changes; Cancellations
   • No Order accepted by FSP may be changed or cancelled by Customer (in whole or in part) unless FSP and Customer agree to such change or cancellation in writing. If FSP accepts changes to an Order, it may result in a delay in the scheduled delivery date and/or a change in price. Any change in price or delivery will be as agreed to by Customer and FSP.
   • Upon any cancellation (in whole or in part) including any cancellation for breach, Customer shall pay all costs and expenses (including overhead and administrative expenses) incurred by FSP on the Order through the effective date of cancellation.
6. Pricing; Payment. Prices are as quoted by FSP and are subject to change upon notice to Customer. Payment terms are net thirty (30) days following the date of invoice unless otherwise agreed by the parties. A service charge of 1.5% per month will be charged on past due invoices. If Customer’s account remains past due for more than sixty (60) days following the date of invoice such past due account shall be subject to collection. Customer agrees to pay all costs and expenses of such collection, including reasonable attorney’s fees. FSP reserves the right, without any liability whatsoever to Customer or any other person or entity, to suspend performance on any open Orders, refuse to accept additional Orders, stop delivery of Goods in transit, decline to deliver except via cash-on-delivery, require payment prior to shipment, set-off against amounts owed by Customer, and/or restrict or modify payment terms whenever Customer’s account is delinquent or if, in FSP’s sole discretion, FSP has reason to doubt Customer’s solvency, financial condition or ability to pay.
7. Force Majeure. FSP will not be liable for its failure to perform hereunder due to any cause or event beyond its reasonable control, including without limitation, acts of God, acts of terrorism, fire, flood, inability to obtain material at reasonable prices, volatility of utility costs, equipment or transportation, governmental laws or regulation, accidents, labor disputes, strikes, lockouts or shortages, or other similar matters. In the event of a force majeure event, FSP will notify Customer and will attempt to minimize the duration of any impact on its ability to perform under an Order due to such force majeure event.
8. Warranty and Indemnification.
   • FSP shall perform all Services using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any Service concerns and FSP will re-perform any Service that fails to meet this standard.
   • FSP warrants that Goods it provides shall be free from material defect in workmanship for a period of six (6) months from the date of shipment. FSP disclaims any and all warranties of material for Goods provided by Customer. FSP reserves the right to verify any claim by Customer of defective Goods. If any such Good is determined by FSP not to conform to such warranty, FSP will at its option and sole discretion either (a) repair or replace the defective Good or (b) provide Customer with a refund of the price paid by Customer for the defective Good. The remedy in this Section 8 is expressly exclusive and in lieu of any or all other remedies which may be available to Customer with respect to any defect in any Good. FSP shall have no liability for, and such warranty does not apply to, any Good damaged during shipping, damaged as a result of any accident, negligence, use in any application for which it was not designed or intended, misuse, abuse, mishandling, modification without prior consent of FSP, or any external cause or damaged by any other cause unrelated to defective materials or workmanship. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, FSP MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR GUARANTEES WITH RESPECT TO THE GOODS, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND/OR THOSE ARISING BY STATUTE OR OTHERWISE BY LAW OR FROM ANY COURSE OF DEALING OR USE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT OF THE LAW. FSP’S salespersons might have made oral statements to Customer about the Goods. Such statements do not constitute warranties, and shall not be relied on by Customer and are not part of these terms and conditions.
   • Subject to the foregoing exclusive remedy, any and all liability of FSP to Customer shall be limited to the price paid by the Customer for the Goods and/OR Services.
   • Customer shall defend, indemnify and hold FSP harmless from any and all third party claims brought against FSP relating in any way to the manufacturing, sale, processing, distribution or use of the Goods or the performance of the Services, except where such claims arise directly from FSP’s gross negligence or willful misconduct.
9. Limitations of Liability.
   • FSP SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR, AND NEITHER CUSTOMER NOR ANY THIRD PARTY SHALL HAVE THE RIGHT TO CLAIM OR RECOVER FROM FSP, ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL OR BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF USE OF SERVICES OR EQUIPMENT OR IMPAIRMENT OF OTHER ASSETS), WHETHER FORESEEABLE OR UNFORESEEABLE, HOWSOEVER CAUSED OR ON ANY THEORY OF LIABILITY, EVEN IF FSP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
   • IN NO EVENT SHALL FSP’S AGGREGATE LIABILITY TO CUSTOMER (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY CUSTOMER) OR ANY THIRD PARTY AT ANY TIME ARISING FROM, UNDER OR RELATED TO THIS AGREEMENT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE TOTAL FEES FOR SERVICES ACTUALLY PAID TO, AND RETAINED BY FSP, REGARDLESS OF THE THEORY ON WHICH ANY SUCH LIABILITY IS BASED.
10. Miscellaneous.
    • Governing Law; Venue. This contract has been made in, and will be construed and enforced in accordance with the laws of, the State of Pennsylvania without regard to its principles or conflicts of laws. Customer and FSP consent to the exclusive jurisdiction of the state and federal courts sitting in Northampton County, Pennsylvania for any actions, suits or other proceedings arising out of, or related to, the enforcement of either party’s rights hereunder. FSP and Customer agree not to commence any action suit or proceeding in any other court and hereby irrevocably and unconditionally waive any objection to the laying of venue in any such court. The Uniform Commercial Code expressly does not apply to any Order, Offer to Sell or any Services sold hereunder.
    • Entire Agreement. Unless otherwise agreed to in writing by FSP, these Terms and Conditions (including, if applicable, any Additional Terms) and the terms of any of FSP’s standard forms executed in connection with a particular Order constitute the entire agreement between FSP and the Customer with respect to the subject matter thereof, and supersede all prior or contemporaneous communications and agreements.
    • Survival. The provisions of Sections 7 and 8 and this Section 9 will survive the expiration or termination of this contract.
    • Severability. In case any one or more of the provisions or parts of a provision contained herein are, for any reason, held to be invalid or illegal, such invalidity, illegality or unenforceability will not affect any other provision or part of a provision hereof, but these Terms and Conditions (including, if applicable, any Additional Terms) will be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part will be reformed so that it is valid, legal and enforceable while retaining, to the maximum extent permitted, as much as possible of the original intent of the provision.
    • Independent Contractors. Customer and FSP are independent contracting parties and nothing in the Order or these Terms and Conditions shall make either party the employee, partner, joint venturer, agent or legal representative of the other for any purpose. Neither the Order, nor these Terms and Conditions, grants either party any authority to assume or to create any obligation on behalf of or in the name of the other. Each party understands that the other manufactures products or performs services for sale to a wide variety of customers and that nothing in these Terms and Conditions (including, if applicable, Additional Terms) precludes either party from selling its products to customers or competitors of the other.