SUPERSPRINGS INTERNATIONAL INC.
TERMS OF SALE

ACCEPTANCE OF ORDER

Any acceptance of Buyer's order by SUPERSPRINGS INTERNATIONAL INC, ("SI") is expressly contingent on Buyer's agreement to the terms and conditions herein ("Terms"). Acceptance of, payment for, or use of any part of the product(s) and/or service(s) to be delivered hereunder, or any authorization to proceed with delivery (oral or written), issuance of a purchase order, or any other form of Buyer’s acceptance of this offer shall constitute such assent by Purchaser. SI specifically objects to and rejects any inconsistent terms or conditions offered by Buyer, which shall not be binding unless they are in writing and signed by an authorized representative of SI; provided, however, that Purchaser’s purchase order acknowledgment form (or its equivalent) shall not constitute such a writing, whether signed by an authorized representative of SI or not. Buyer’s purchase order and its corresponding acknowledgment form, if any, shall be prepared only for the purposes of convenience in identifying order.

PAYMENT

All prices are quoted in US dollars unless otherwise stated, exclusive of shipping, insurance, taxes, regulatory fees, and similar costs. Payment must be made in advance by credit card or wire transfer. Purchase orders are accepted upon prior approval of credit application only. All credit orders must have purchase order numbers or Buyer’s authorized purchasing agent’s name to be valid and must be confirmed via fax or email by purchasing agent. Order confirmations will be faxed or emailed to Buyer at the time of the order being recorded. Payment by Buyer is due and payable IN FULL upon receipt of an invoice. Payments made later than thirty (30) calendar days after such receipt will be subject to a processing/collection charge of 1-1/2% per month, with a minimum $50.00 charge. Prices quoted are valid for forty-five (45) days, unless specifically stated otherwise. SI shall not be required to proceed with delivery of product(s) or if payments due on outstanding invoices have not been timely made.

EXPORT

All orders accepted for export are subject to issuance of an export license by the U.S. Government and subject to Buyer providing SI with the relevant import certificate or any other document necessary to obtain such export license and/or to permit the import of the product(s) into the country of destination.

INSTALLATION AND ACCEPTANCE

Installation services are not included in the purchase price of the product(s) sold unless expressly stated in SI’s quote/proposal. The product(s) covered by this order shall be deemed finally inspected and accepted upon receipt of the product(s) and unless written notice of rejection is received by SI within ten (days) of receipt. Such acceptance shall constitute acknowledgement of full and complete performance by SI of all its obligations hereunder except as provided in the SI Limited Warranty. Prior returned materials authorization (“RMA”) by SI is required for all returns. All returns must be shipped freight prepaid. Freight collect shipments will be refused. Warranty returns must be accompanied with a description of the defect. Returns are subject to inspection. The RMA number must be displayed on the outside of the box.

STOCK ADJUSTMENT

Stock adjustment is allowed once annually, not to exceed a maximum of 5% of the previous twelve months’ purchases. Unused adjustment amounts may not be accrued to be carried over. Requests for stock adjustments must be made in writing and assigned an RMA number. (PLEASE NOTE: The issuance of an RMA does not guarantee credit will be issued.) All returned stock must be in new, re-saleable condition and be listed in the current dealer/standard price sheet. No credit will be issued on returned stock damaged during shipping due to improper repackaging. Freight must be prepaid; freight collect shipments will be refused. A “2 for 1” off-setting order must accompany Buyer’s stock adjustment request. Credit will be issued only for the original net invoice price and issued only if Buyer’s account is current. Credit may be offset against amounts owed by Buyer. All credit memos are final. Credit memos not used within 180 days expire automatically and will be cancelled.

LIMITED WARRANTY

Please review and activate your SI Limited Lifetime Warranty online at: https://www.supersprings.com/brand_protection/limited-lifetime-warranty-form-v20190401.pdf which is herein incorporated by this reference. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS ARE EXCLUDED. THE WARRANTY CONTAINED HEREIN IS IN LIEU OF ANY AND ALL OTHER WARRANTIES OR REPRESENTATIONS WHETHER EXPRESS OR IMPLIED, AND OF ANY OTHER OBLIGATION OR RESPONSIBILITY OF SI, INCLUDING (WITHOUT LIMITATION) INCIDENTAL, CONSEQUENTIAL AND INDIRECT DAMAGES. No agreement or understanding bearing upon these warranty or remedies will be binding on SI unless SI has agreed to it in writing.

OWNERSHIP AND LICENSE

In any and all instances that the terms "design", “customization”, "development" or similar terms may be used in this or any related document, they are used in a broad, descriptive sense and, therefore, convey no contractual right in the design or copyright of any product(s) to be delivered nor in the processes of product creation. Any and all engineering effort associated with this order is understood to be a derivative work and/or adaptive engineering of design concepts previously developed by SI entirely at its own expense. No original research, design, or development is anticipated by this order. Under no circumstances shall this order be construed to be a grant or release of any ownership rights in any technology, all of which are hereby specifically reserved to SI. The use, ownership, and warranty of third party products sold to Buyer by SI, if any, shall be governed solely by the third party’s warranty terms.

CHANGES AND MODIFICATION IN DESIGN

SI,its subcontractors, vendors and suppliers reserve the right to make any change or modification to the design of products without incurring any obligation to furnish or to install such changes or modifications on products previously or subsequently sold. Buyer shall make no design change.

LIMITED LIABILITY

SI shall not be liable to Buyer, or to anyone who may claim any right due to a relationship with Buyer, for any acts or omission in the performance of this contract or at the direction of the employees or agents of Buyer, unless such acts or omissions are caused by the willful misconduct of SI. Buyer will indemnify and hold SI free and harmless from any and all obligations, costs, claims, judgments, attorneys' fees, and attachments arising from or in any way connected with the product(s) sold and the services rendered by SI to Buyer under this contract, unless SI is judged by a court of competent jurisdiction to be guilty of willful misconduct or gross negligence. Under no cir¬cumstances shall SI be liable for consequential or indirect damages and in no event shall SI's liability exceed the purchase price of this order. UNDER NO CIRCUMSTANCES SHALL SI HAVE ANY RESPONSIBILITY OR LIABILITY FOR A THIRD PARTY’S WARRANTY TO BUYER.

DELIVERY

Buyer acknowledges that delivery dates, while given as accurately as conditions permit, are estimated in good faith, and while SI will use its reasonable best efforts to make deliveries as scheduled, SI assumes no liability whatsoever for damages arising out of the failure to ship or deliver the product(s) on the dates stated. All delivery dates are predicated on prompt and timely receipt from Buyer of all necessary information and documentation. Freight will be prepaid only on U.S. (excluding Hawaii and Alaska) orders of $5000 or greater (net dollar amounts after all applicable discounts). There is a $15 charge for all drop-ship deliveries. All other shipments will be made FOB Origin. Accepted orders may be tendered in partial shipments at SI’s discretion.

TITLE, RISK OF LOSS AND INSURANCE

Title, risk of loss and insurance responsibilities pass to Buyer upon delivery of product(s) by SI to a shipping agent or carrier.

CANCELLATION OR RESCHEDULING OF DELIVERIES

Buyer's order, once placed and accepted, may be canceled only with SI's written consent, which will not be unreasonably withheld, and upon terms which will save SI from loss. SI may, but is not obligated to, accept a written request by Buyer to reschedule shipment of products. If rescheduling is accepted by SI, the price shall be adjusted to include any additional costs incurred or price increases for the new schedule.

DEFAULT

If SI fails to perform within the agreed time, Buyer has the right to terminate the order, in whole or in part, at no cost; provided that, within twenty (20) working days after receipt of the written notice of Buyer's intent to terminate for default, SI has not taken reasonable steps to cure such default.

CONFIDENTIALITY

Buyer shall safeguard and keep secure from disclosure to any third party all information, in whatever form, concerning SI’s design and manufacturing methods, techniques and know-how, disclosed to or observed by Buyer. Buyer acknowledges that all such information constitutes trade secrets of SI. All inventions and improvements developed during the performance of any contract arising from this offer shall be the exclusive property of SI. Buyer agrees not to object to, infringe on, or assist in any infringement of SI’s existing or future trade secret or patent.

BANKRUPTCY

In addition to any other rights and remedies available at law or in equity, either party may cancel all or the unperformed portion of any open order in the event that the other party becomes insolvent or a bankruptcy petition is filed which is not vacated within thirty (30) days from the date of filing.

FORCE MAJEURE

If the either party is prevented directly or indirectly from performing this contract by act of God, the public enemy, war, revolution, blockades, strike, riot, earthquake, cyclone, flood, delay by carrier, subcontractor/vendor action or omission, fuel shortage, embargo, walk-out or other labor disturbance, actual or potential, the operation of laws, interferences of civil or military authority, or other cause, existing or future, beyond the reasonable control of the party affected, interfering with the performance of work as herein contemplated, the party so prevented or interfered with shall be excused from performance hereunder, excluding the obligation to pay monies owed, provided prompt written notice is given to the other party.

INVALIDITY

The invalidity, in whole or in part, of the Terms or any provision or part thereof shall not affect the validity or enforceability of any other term or provision.

WAIVER

The right of either party to require strict performance of the Terms shall not be affected by any prior waiver or course of dealing. Waiver of any breach shall not constitute a waiver of subsequent breach.

GOVERNING LAW; JURISDICTION

The validity of any contract or purchase order arising from this offer and of any of the Terms, as well as the rights and duties of parties arising out of the performance hereunder, shall be governed by California law, without regard to conflict of law provisions. The UN Convention on Contracts for the International Sale of Goods shall not apply. Captions are for convenience only and shall not be used to interpret these Terms. Jurisdiction over and the venue of any dispute arising out of such rights and duties shall be exclusively in the Superior Courts of California, County of Santa Barbara. The parties hereby agree and consent to such personal jurisdiction and waive any and all objections thereto.

ASSIGNMENT

Neither party may assign this order without the prior written consent of the other, which consent shall not be unreasonably withheld.

ENTIRE AGREEMENT

These terms and conditions constitute the entire agreement between the parties and take precedence over any and all previous verbal or written communication in connection with this contract and any order.

U.S. GOVERNMENT CONTRACTS

Any product sold in connection with a U.S. Government contract is a "commercial item," as that term is defined in 48 C.F.R. 2.101. Consistent with 48 C.F.R. 227.7102-1, SI retains all ownership and rights in technical data.