See also: "TERMS AND CONDITIONS OF PURCHASE"

   1. GOVERNING LAW - Unless otherwise specified by The Mill-Rose Company Company, all orders are accepted by The Mill-Rose Company at its office in Mentor, Ohio and shall be governed by and interpreted in accordance with the laws of the State of Ohio.

   2. FORCE MAJEURE; APPORTIONMENT - Manufacture, shipment and delivery are subject to, and The Mill-Rose Company shall not be liable for any delay in or impairment of performance resulting in whole or in part from, any war (whether or not declared), strike, difference with workmen, accident, fire, flood, Acts of God, delay in transportation, shortage of materials, equipment breakdowns, mill conditions, laws, regulations, orders or acts of any governmental agency or body or any cause beyond the reasonable control of The Mill-Rose Company, or if performance by The Mill-Rose Company becomes impracticable due to the occurrence of a contingency, the non-occurrence of which was a basic assumption on which the sale was made. In any such event, The Mill-Rose Company shall have such additional time to perform as may be reasonably necessary and shall have the right to apportion its production among its customers in such manner as it deems equitable.

   3. MODIFICATION OF TERMS - The Mill-Rose Company’s acceptance of any order is expressly subject to Buyer’s assent to each and all of The Mill-Rose Company’s terms and conditions and Buyer’s assent to these terms and conditions shall be conclusively presumed without prompt written objection from Buyer thereto or from Buyer’s acceptance of all or any part of the goods ordered. No addition to or modification of said terms and conditions shall be binding upon The Mill-Rose Company unless specifically agreed to in writing by The Mill-Rose Company. If Buyer’s purchase order or other correspondence or written communication contains terms or conditions contrary to or in addition to the terms and conditions of The Mill-Rose Company, acceptance of any order by The Mill-Rose Company shall not be construed as assent to such contrary or additional terms and conditions or constitute a waiver by The Mill-Rose Company of any of its terms and conditions. Any reference to Buyer’s purchase order or other correspondence or written communication shall not affect or limit the applicability of The Mill-Rose Company's terms and conditions.

   4. PRICE - For F.O.B. Plant Sales - Unless otherwise specified in writing by The Mill-Rose Company: (a) all prices, quotations, shipments and deliveries by The Mill-Rose Company are F.O.B. The Mill-Rose Company’s plant; (b) all base prices, together with related extras and deductions, are subject to change without notice and all orders are accepted subject to The Mill-Rose Company’s price in effect at the time of shipment; and (c) all transportation and other charges are for Buyer's account.

      For F.A.S. Vessel Sales - Unless otherwise specified in writing by The Mill-Rose Company: (a) all prices, quotations, shipments and deliveries by The Mill-Rose Company are F.A.S. Vessel. The price quoted shall include the cost of delivery of the goods alongside an overseas vessel and within reach of its loading tackle or on the dock designated and provided by or for Buyer; (b) all base prices, together with related extras and deductions, are subject to change without notice and all orders are accepted subject to The Mill-Rose Company’s price in effect at the time of shipment; and (c) unless otherwise agreed in writing, The Mill-Rose Company shall be entitled to immediate payment in full for the goods hereunder upon tender to Buyer of a document of title covering the same.

   5. CREDIT; DEFAULT IN PAYMENT - All orders and shipments are subject to the approval of The Mill-Rose Company’s President, and The Mill-Rose Company may at any time refuse to make shipment or delivery if Buyer fails to fulfill the terms and conditions of payment or fails to provide security satisfactory to The Mill-Rose Company. In the event Buyer fails to make payment on any contract between Buyer or any of its affiliates and The Mill-Rose Company in accordance with the terms of such contract, The Mill-Rose Company may, at its option and in addition to all other remedies available to it: (a) defer shipments hereunder until such payment is made and satisfactory credit arrangements are established; or (b) cancel the unshipped balance of this order. At The Mill-Rose Company’s option, interest will be charged after the due date up to the maximum lawful contract interest rate.

   6. SETOFF - The Mill-Rose Company shall have the right to credit toward the payment of any monies that may become due The Mill-Rose Company hereunder any sums which may now or hereafter be owed to Buyer by The Mill-Rose Company.

   7. TRANSPORTATION - The Mill-Rose Company has the right to select the carrier but will use its reasonable efforts to comply with Buyer’s requested method of transportation. The Mill-Rose Company reserves the right to use an alternate method of transportation, whether or not at a higher cost to Buyer, if the method specified by Buyer is deemed by The Mill-Rose Company to be unavailable or otherwise unsatisfactory. In any such case, The Mill-Rose Company shall promptly notify Buyer of any such change. Any storage and/or demurrage charges which may accrue on the goods hereunder are for Buyer's account.

   8. PACKAGING - The Mill-Rose Company will use its reasonable efforts to comply with any special packaging, loading or bracing requirements specified in writing by Buyer in any order. The Mill-Rose Company will charge for compliance with Buyer’s special requirements in accordance with The Mill-Rose Company’s price for extras in effect at time of shipment. If no special requirements are specified by Buyer, The Mill-Rose Company shall comply with the minimum requirements customarily applied by The Mill-Rose Company to the method of transportation used for such goods.

   9. DISCLAIMER; LIMITED WARRANTY - NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE), EXIST ON ANY ORDER, EXCEPT THAT THE MILL-ROSE COMPANY WARRANTS: (A) TITLE TO ALL GOODS FURNISHED BY THE MILL-ROSE COMPANY; AND (B) ALL GOODS WILL BE MANUFACTURED IN ACCORDANCE WITH THE SPECIFICATIONS, IF ANY, SET FORTH BY BUYER AND AGREED TO IN WRITING BY THE MILL-ROSE COMPANY, SUBJECT TO THE MILL-ROSE COMPANY’S STANDARD MANUFACTURING VARIATION.

  10. LIMITATION OF BUYER’S REMEDIES - BUYER’S REMEDIES WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER OR THE MILL-ROSE COMPANY’S PERFORMANCE IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF ANY DEFECT OR ALLEGED DEFECT IN ANY GOODS FURNISHED BY THE MILL-ROSE COMPANY, SHALL BE LIMITED EXCLUSIVELY TO THE RIGHT OF REPLACEMENT OF SUCH GOODS OR, AT THE MILL-ROSE COMPANY’S OPTION, TO REPAYMENT OF THE PURCHASE PRICE THEREFOR. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE MILL-ROSE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PRODUCTION OR ANTICIPATED PROFITS) OR LIABILITY INCURRED BY BUYER WITH RESPECT TO ANY GOODS FURNISHED OR TO BE FURNISHED HEREUNDER BY THE MILL-ROSE COMPANY. IN NO EVENT, REGARDLESS OF THE LEGAL THEORY ON WHICH A REMEDY IS SOUGHT, SHALL THE MILL-ROSE COMPANY’S LIABILITY EXCEED THE PURCHASE PRICE OF THE GOODS.

  11. DAMAGED GOODS - If any goods arrive at Buyer’s destination in a damaged condition or a shortage occurs, Buyer shall immediately report the damage or shortage in writing to the delivering carrier and to The Mill-Rose Company. Any loss or shortage of goods occasioned by damage, or otherwise occurring in transit, will be for Buyer's account. The Mill-Rose Company may elect to assist Buyer in recovering damages, provided Buyer furnishes The Mill-Rose Company written authorization to recover damages from Buyer’s carrier.

  12. QUALITY ASSURANCE SPECIFICATIONS - The Mill-Rose Company shall have no obligation to ensure that any goods purchased from The Mill-Rose Company meet any special quality assurance specifications or other requirements, except as agreed upon in writing between Buyer and The Mill-Rose Company, and Buyer represents and warrants that goods which it purchases from The Mill-Rose Company will not be applied by Buyer to or resold by Buyer for application to any critical end use, unless the appropriate specification or other requirement for such end use is set forth by Buyer in writing and is expressly accepted, in writing, by The Mill-Rose Company. In the event that any such goods supplied by The Mill-Rose Company are applied to a critical end use without the appropriate specification or other requirement therefor having been set forth in writing by Buyer and expressly accepted in writing by The Mill-Rose Company as provided above, Buyer shall indemnify and hold The Mill-Rose Company harmless from and against any and all damages or claims for damages made by any person for any injury, fatal or nonfatal, to any person, or for any damage to property, incident to or arising out of such application.

  13. TAXES - Any tax which The Mill-Rose Company may be required to pay or collect, through assessment or otherwise, under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, exportation, storage, processing, use or consumption of any goods described herein, including, without limitation, taxes upon or measured by receipts from sales, shall be for Buyer's account and may be added to the price of such goods. Buyer shall promptly pay the amount thereof to The Mill-Rose Company upon demand but may, in lieu of such payment, furnish to The Mill-Rose Company evidence of the issuance of tax exemption certificates acceptable to the appropriate taxing authorities.

  14. CLAIMS - Buyer must make any claims in writing within ninety (90) days after Buyer's receipt of the goods. Buyer shall set aside, protect and hold such goods without further processing until The Mill-Rose Company has an opportunity to inspect and advise of the disposition, if any, to be made of such goods. In no event shall any goods be returned, reworked or scrapped by Buyer without The Mill-Rose Company's authorization.

  15. TECHNICAL ASSISTANCE - Unless otherwise expressly agreed to in writing by The Mill-Rose Company: (a) any technical advice provided by The Mill-Rose Company with respect to the use of goods furnished to Buyer shall be without charge; (b) The Mill-Rose Company assumes no obligation or liability for any such advice or for any results occurring as a result of the application of such advice; and (c) Buyer shall have sole responsibility for selection and specification of the goods appropriate for the anticipated end use.

  16. PERMISSIBLE VARIATIONS - Goods shipped by The Mill-Rose Company shall be within The Mill-Rose Company’s standard variations, and The Mill-Rose Company reserves the right to ship overages or underages of quantity of up to ten percent (10%) in accordance with The Mill-Rose Company’s standard practices.

  17. PATENTS - If the terms and conditions of Buyer’s written order shall require a patent indemnity and the material covered by such order is to be made in accordance with The Mill-Rose Company’s specifications, The Mill-Rose Company agrees to defend any suit or proceeding brought against Buyer on a claim that the material or any part thereof furnished under Buyer’s order constitutes an infringement of any patent of the United States and to pay all direct and actual damages and costs awarded against Buyer therein, provided in all instances that The Mill-Rose Company is promptly notified in writing of any such suit and given authority, information, and assistance reasonably necessary for the defense of same. If the material covered by Buyer’s written order is to be made in accordance with Buyer’s written specifications and any suit or proceeding is brought against The Mill-Rose Company on a claim that the material or any part thereof furnished under Buyer’s order constitutes an infringement of any patent of the United States, Buyer agrees to defend any such suit or proceeding and to pay all direct and actual damages and costs awarded against The Mill-Rose Company therein, provided in all instances that Buyer is promptly notified in writing of such suit and given authority, information, and assistance reasonably necessary for defense of same.

  18. ASSIGNMENT - Buyer shall not assign any order or any interest therein without the written consent of The Mill-Rose Company. Any actual or attempted assignment without The Mill-Rose Company’s prior written consent shall entitle The Mill-Rose Company to cancel such order upon written notice to Buyer.

  19. WAIVER - The Mill-Rose Company's waiver of any breach of any terms and conditions set forth herein shall not be construed as a waiver of any other breach, and the failure by The Mill-Rose Company to exercise any right arising from any default of Buyer hereunder shall not be deemed a waiver of such right, which may be exercised at any subsequent time.

  20. COMPLETE AGREEMENT - The Mill-Rose Company’s terms and conditions, together with any other documents incorporated herein by reference, constitute the sole and entire agreement between Buyer and The Mill-Rose Company with respect to any order, superseding completely any oral, written or other communications unless the terms thereof are agreed to in writing by The Mill-Rose Company. No additions to or variations from such terms and conditions, whether contained in Buyer’s purchase order, any shipping release or elsewhere, shall be binding upon The Mill-Rose Company unless agreed to in writing by The Mill-Rose Company.