Terms of Sale

The Terms and Conditions ("Terms") contained herein shall apply to all quotations and offers made by and purchase orders accepted by SPB Global. These Terms apply to all sales except where a signed Sales Agreement exists between the parties. The company's Terms supersede any course of dealing or industry usage. When Buyer's purchase order contains conflicting terms, SPB Global's Terms govern.

SPB Global's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of these conditions. Any modifications require written agreement from an SPB Global officer.

Prices are subject to change at any time. Quoted prices cover Products only and exclude taxes, shipping, freight, duties, and other charges like special packaging, permits, and customs declarations. Customer is responsible for any Additional Fees.

When pricing is weight-based, it covers net Product weight only — no charges for boxing, crating, or storage. Unless otherwise specified, all Products shall be packed, packaged, marked and otherwise prepared for shipment in a manner which is: (i) in accordance with industry standards and good commercial practice, (ii) acceptable to common carriers for shipment at the lowest rate for the particular Product and in accordance with ICC regulations, (iii) adequate to insure safe arrival of the Product at the named destination and for storage and protection against weather, and (iv) in compliance with all laws and regulations applicable to the Product. Containers must include lifting, handling, shipping information, purchase order number, shipment date, and consignee/consignor names. An itemized packing sheet must accompany each shipment unless specified otherwise.

(a) Subject to SPB Global credit approval and unless SPB Global otherwise specifies, all payments are due and payable in full thirty (30) days from the date of invoice. SPB Global requires financial disclosure to extend credit. SPB Global, at its sole discretion, may change or withdraw Buyer's credit. Past-due amounts incur late charges at 1.5% monthly or the highest legally permitted rate. Payments should go to the address on SPB Global's invoice. When Products or Services are delivered separately, payment is due per delivery. Each shipment will be considered a separate and independent transaction.

(b) SPB Global's shipments, deliveries, and performance of work at all times will be subject to SPB Global's approval of Buyer's credit. SPB Global may decline shipments, impose additional terms, or require security arrangements at its discretion.

(c) SPB Global reserves and Buyer hereby grants and will grant to SPB Global a first priority security interest (which will be considered a fixed charge) and mortgage in any Products sold for the period commencing on the date the Products are duly delivered by SPB Global to Buyer until the date that payment of the invoiced amount has been made in full. Buyers cannot relocate, sell, lease, or create additional liens without SPB Global's written consent until full payment. If Buyer defaults, SPB Global may pursue secured creditor remedies under the UCC or applicable law and repossess Products. SPB Global may file such financing statements and amendments thereto as SPB Global deems necessary to protect its interest in the Products. Upon request, Buyer must execute documents perfecting SPB Global's security interest.

Customer acknowledges that the export, re-export, or import into any other country of commodities, technical data, or software purchased from SPB Global ("Controlled Items") may be subject to the export/import control laws and regulations of the U.S. or other countries, including the Export Administration Regulations ("EAR") issued by the U.S. Department of Treasury, and the International Traffic in Arms Regulations issued by the U.S. Department of State.

Customer agrees to comply with all applicable export/import control laws. Specifically:

1. Customer certifies that Customer will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any Controlled Items to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the U.S. Departments of Treasury or Commerce, or any other applicable government authority.
2. Customer certifies that Customer will use the Controlled Items for civil end-uses only and will not use them in relation to nuclear, biological or chemical weapons or missile systems or the development of any weapons of mass destruction.
3. Customer acknowledges responsibility to obtain any license to export, re-export, import into any other country, or transmit any Controlled Items as may be required under any export/import control laws or regulations. Customer will not export, re-export, import to any other country, or transmit any Controlled Items except in accordance with the terms of the license issued by any applicable government authority.
4. Customer agrees to indemnify SPB Global for all liabilities, penalties, losses, damages, costs or expenses that may be imposed on or incurred by SPB Global in connection with any violation of U.S. export laws and regulations by Customer.

Seller warrants that no law, rule or ordinance of the United States, a state or any other governmental agency has been violated in the manufacture or sale of the Products or in the performance of Services covered by this Purchase Order, and will defend and hold Buyer harmless from loss, cost or damage as a result of any such actual or alleged violation. All Products comply with applicable laws, rules, regulations, and requirements and are properly branded, labeled, and registered as required. Invoices include appropriate guarantees per applicable laws.

Upon written request by Buyer, Seller agrees to execute and furnish a certification of compliance, which may be on Buyer's form and which shall certify compliance with any applicable federal, state and/or local law or regulation, including, but not limited to, FLSA, EEOC, OSHA, Import and Export, and any Economic Control Statutes or Regulations.