Terms and Conditions
CONDITIONS OF USE AND TERMS OF SERVICE
Last updated: December 23, 2014

The exltube.com (the "site") is operated by Steel Ventures LLC, dba EXLTUBE and/or its parent entity, Steel and Pipe Supply Company, Inc., and affiliates ("EXLTUBE"). Throughout the site, the terms "we", "us" and "our" refer to EXLTUBE and "you" or "your" refer to You as the customer. EXLTUBE offers this site, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting or accessing our site and/or purchasing something from us, you engage in our service (the "Service") and agree to be bound by the following terms and conditions ("Terms of Service" or "Terms"), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our site. If you do not agree to all the Terms of Service, then you may not access the site or use any our Services. Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We offer a wide range of products, and often additional terms may apply. If these Terms are inconsistent with the purchase terms set forth in a separate purchase order or terms of sale, those purchase terms will control.

ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

PRODUCTS OR SERVICES

Certain products or services may be available exclusively online through the site. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We reserve the right, but are not obligated, to limit the sales of our products or Service to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

PRIVACY

EXLTUBE collects information on the site during the purchasing or registration process for business purposes that will allow it to better and more efficiently serve its clientele. Some uses EXLTUBE makes of this information are processing and verifying purchase and billing information. Your submission of personal information through the store is governed by our Privacy Policy. We reserve the right to modify our Privacy Policy at any time, so please review it frequently. Changes and clarifications will take effect immediately upon their posting on the site.

ELECTRONIC COMMUNICATIONS

When you use any Service, or send electronic mail ("email") to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this site or through the other Services. With your permission, we may send you emails about our store, new products and other updates. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

When you browse our store, we also automatically receive your computer's internet protocol ("IP") address in order to provide us with information that helps us learn about your browser and operating system. When you purchase something from our store, as part of the buying and selling process, we collect the personal information you give us such as your name, address and email address. If our store is acquired or merged with another company, your information may be transferred to the new owners so that we may continue to sell products to you.

CONSENT

When you provide us with personal information to complete a transaction, place an order, arrange for a delivery or return of a purchase, you consent to our collecting it and using it for that specific reason only. You may withdraw your consent for us to contact you, for the continued collection, use or disclosure of your information, at any time, by contacting us at contact@exltube.com or mailing us at: 555 Poyntz Avenue, Manhattan, Kansas 66502.

DISCLOSURE

We may disclose your personal information if we are required by law to do so or if you violate our Terms of Service.

THIRD-PARTY SERVICES

In general, the third-party providers used by us will only collect, use and disclose your information to the extent necessary to allow them to perform the services they provide to us.

Our store is hosted on Hybris. They provide us with the online e-commerce platform that allows us to sell our products and services to you. Your data is stored through Hybris' data storage, databases and the general Hybris application. They store your data on a secure server behind a firewall.

However, certain third-party service providers, such as payment gateways and other payment transaction processors, have their own privacy policies in respect to the information we are required to provide to them for your purchase-related transactions. For these providers, we recommend that you read their privacy policies so you can understand the manner in which your personal information will be handled by these providers.

LICENSE AND ACCESS

All rights not expressly granted to you in these Terms are reserved and retained by EXLTUBE or its licensors, suppliers, publishers, rightsholders, or other content providers. No Service, nor any part of any site or Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of EXLTUBE. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of EXLTUBE without express written consent. You may not use any meta tags or any other "hidden text" utilizing EXLTUBE's name or trademarks without the express written consent of EXLTUBE. You may not misuse the Services. You may use the Services only as permitted by law. You agree not to use the Services or its content in any manner that could damage, disable, overburden, or impair the website or interfere with another person's use and enjoyment of the website or the website content. The licenses granted by EXLTUBE terminate if you do not comply with these Conditions of Use or any Service Terms.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

YOUR ACCOUNT

If you use any Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

You agree not to use the account, login name or ID, or password of another customer at any time or to disclose your password to any third party. You agree to notify EXLTUBE immediately if you suspect any unauthorized use of or access to your account or your password. If you find that you are a victim of identity theft you should contact EXLTUBE as well as your local law enforcement. EXLTUBE reserves the right to place any account on hold anytime with or without notification to Customer in order to protect itself and its Customers and Service Providers from what it believes to be fraudulent activity. EXLTUBE is not obligated to credit or discount a Customer account for holds placed on the account. You agree to exit from restricted areas at the end of each session. EXLTUBE will not be liable for any loss or damage arising from your failure to comply with this provision. You are solely responsible for any and all use of your account.

By using this site, you represent that you are at least the age of majority in your state or province of residence. EXLTUBE reserves the right to refuse Service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

RISK OF LOSS

All items purchased from EXLTUBE are made pursuant to a shipment contract and our terms and conditions of sale. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

PRODUCT DESCRIPTIONS

EXLTUBE attempts to be as accurate as possible. However, EXLTUBE does not warrant that product descriptions or other content of any of our site or Service is accurate, complete, reliable, current, or error-free. If a product offered by EXLTUBE itself is not as described, your sole remedy is to return it in unused condition.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY EXLTUBE ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. EXLTUBE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, EXLTUBE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXLTUBE DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, EXLTUBE'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM EXLTUBE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXLTUBE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. IN ADDITION, EXLTUBE DOES NOT WARRANT THE SECURITY OF THE WEBSITE, OR INFORMATION, WEBSITE CONTENT, AND FEATURES AVAILABLE THROUGH IT WILL BE UNINTERRUPTED, ERROR-FREE, PROVIDED PROPERLY OR COMPLETELY, OR BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK. THE POSSIBILITY EXISTS THAT THE WEBSITE AND ITS CONTENTS MAY CONTAIN INACCURACIES OR ERRORS. EXLTUBE MAKES NO GUARANTEES OR WARRANTIES REGARDING THE ACCURACY OF THE WEBSITE OR ITS CONTENTS. IF YOU DISCOVER THAT THE WEBSITE OR ITS CONTENTS CONTAIN ERRORS, PLEASE CONTACT US SO THESE CAN BE CORRECTED.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless EXLTUBE and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

GOVERNING LAW AND VENUE

By using any Service, you agree that the applicable federal law, and the laws of the state of Kansas, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and EXLTUBE. You consent to the exclusive jurisdiction and venue of the courts or dispute resolution organizations in Manhattan, Kansas, USA, and the U.S. District Court for the District of Kansas.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

Please review our other policies, such as our pricing policy, posted on this site. These policies also govern your use of Services. We reserve the right to make changes to our site, policies, Service Terms, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining provision.

QUESTIONS AND CONTACT INFORMATION

If you would like to: access, correct, amend or delete any customer information we have about you, have a comment, or simply want more information contact our Privacy Compliance Officer at contact@exltube.com or by mail at EXLTUBE:

NOTICE

Any notice which You are required or desire to give to EXLTUBE shall be given by delivering, mailing, electronic mailing, or faxing the same to:

EXLTUBE does not guarantee that it will receive such email or other communication timely and accurately and shall not be legally obligated to read, act on or respond to any such email or other communication.

PURCHASE ORDERS COMPLETE CONTRACT

Download Purchase Order Terms

All sales by STEEL AND PIPE SUPPLY COMPANY, INC. (the "Seller") shall be governed by the following terms and conditions of sale, whether or not these are contained on each and every invoice of Seller. The agreement between Seller and Buyer with respect to the sale of goods described in the Seller's quote (the "goods") shall consist only of the terms appearing herein and in the Seller's quote or proposal and any attachments, exhibits and supplements (collectively, the "contract"). Buyer's issuance of a purchase order constitutes its acknowledgment that Seller's quote is the first document exchanged, containing the essential elements of, and therefore constitutes an offer. Seller objects to and shall not otherwise be bound by any additional or different terms, whether printed or otherwise, in Buyer's purchase order or in any other communication from Buyer to Seller. This contract shall be for the benefit of Seller and Buyer and not for the benefit of any other person. The terms of this contract may not be varied, supplemented or amended by any document, conduct, prior representation, course of dealing or usage of trade, unless made in writing and signed by an authorized representative of Seller and Buyer. No statements, recommendations, or assistance by either party has been relied upon by either party or shall constitute a waiver by either party of the provisions hereof.

NO IMPLIED ACCEPTANCE

Notwithstanding any contrary provision in Buyer's purchase order, no action by Seller such as delivery of goods, the rendering of services or the commencement of work on goods to be specially manufactured for Buyer, will be deemed an acceptance by Seller of any purchase order from Buyer with terms different from, or in addition to, those contained in Seller's offer and as set forth in this contract.

TERMINATION OR MODIFICATION

The contract may be modified or terminated only upon Seller's written consent. If all or part of the contract is terminated, Buyer, in the absence of a written agreement with Seller, shall pay termination charges based upon expenses and costs incurred in the production of the goods to the date such termination is accepted by Seller plus a reasonable profit, except that any goods completed on or prior to Seller's acceptance of such termination shall be accepted and paid for in full by Buyer.

TERMS OF PAYMENT

Standard payment terms are ___% ten (10) calendar days net thirty (30) calendar days from the date of shipment unless otherwise provided in the contract and subject to credit approval. (Example: COD Sales, Cash in Advance Sales) Payments shall be made to Seller at the address specified in the invoice. Pro rata payments shall become due, as shipments are made. If any shipment is delayed by Seller at the request of Buyer, payment shall become due on the date when Seller is prepared to make shipment. Prices are F.O.B. Seller's shipping point unless otherwise stated in the contract. When any payment is not paid on or before its due date, Buyer agrees to pay a late charge on the sum outstanding, from the due date for receipt of payment to the actual date of receipt of payment, at a rate of one and one half percent (1.5%) per month on the unpaid balance. If a payment is not paid on or before its due date, Buyer agrees that Seller may also cease performance under any and all of Buyer's purchase orders whether or not related to the late payment. Buyer agrees to pay an additional twenty percent (20%) of amounts older than 90 days if Seller elects to turn Buyer's account over to a collection agency. Buyer agrees to pay all reasonable fees and expenses incurred in connection with, or to collect on, Buyer's account, including reasonable attorney fees. Whenever, in the judgment of Seller, the financial condition of the Buyer does not justify the continuation of production or shipment on the specified terms of payment, the Seller may require full or partial payment in advance.

DELIVERY / FORCE MAJEURE

Seller shall in good faith endeavor to meet estimated delivery dates. Seller may ship overages or underages to the extent of ten percent (10%) of quantity ordered. Seller shall not be responsible for claims for error in quantity, weight or number not made within ten (10) calendar days after Buyer's receipt of goods. Seller will not be liable for any delay in performance of this contract or delivery of goods when the delay is caused directly or indirectly by events not within its control, including but not limited to, fire, flood or other severe weather conditions, accident, riot, acts of God, war, governmental interference, strikes or other labor difficulties, shortage of labor, fuel, power, materials or supplies, transportation delays, failure of tooling or the repair, maintenance or rehabilitation of the tooling, or any other cause or causes whatsoever beyond its control. In the event Seller is delayed in performance by Buyer or at Buyer's request, Buyer will be responsible for any resulting increase in cost, including handling and insurance charges and storage charges, and Seller may invoice goods ready for shipment with payment to be made in accordance with the payment schedule as if the goods had been shipped. In the event delay is caused by Buyer's failure to furnish information necessary for Seller's performance, Seller may extend the shipment date for a reasonable time in proportion to the period of Buyer's delay. Seller is not responsible for loading or unloading Buyer's trucks or common carriers for goods sold FOB Seller.

REJECTIONS

All rejections must be communicated to Seller within thirty (30) calendar days of receipt by Buyer, and are subject to inspection by Seller. Rejections are to be returned to Seller in the form and condition in which received by Buyer.

INSTALLMENT DELIVERIES AS SEPARATE SALES

Each installment of goods to be delivered pursuant to this contract is to be considered as a separate sale and Buyer shall be liable to pay the agreed price for each such installment without regard to any failure to deliver other installments, and Seller's breach or default in the delivery of any installment shall not give Buyer the right to refuse to receive any other installments.

RISK OF LOSS

Buyer assumes all risk of loss of goods upon delivery by Seller to carrier. Seller agrees to package the goods, put them in the possession of a carrier, make appropriate arrangements for their transportation, and obtain and deliver documents necessary to enable Buyer to obtain possession of the goods. Seller shall not be obligated to obtain insurance or to prepay transportation costs unless it has agreed to be responsible for such costs. Buyer agrees to pay all loading, unloading and other charges incidental to transportation. Seller will attempt to follow Buyer's shipping instructions, but may make reasonable changes thereto. Whether or not Seller pays shipping charges, risk of loss shall pass to Buyer upon delivery of the goods to a carrier. Breach of this contract shall have no effect upon this provision controlling the risk of loss.

LIMITED WARRANTIES

Seller warrants that for a period of thirty (30) calendar days from the date of delivery the goods will be free from defects of material and workmanship. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO BUYER'S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY GOODS FURNISHED HEREUNDER ARE MADE BY ANY SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO SUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH LAWS OF ANY COUNTRY, AND (iv) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE MODULES, ASSEMBLIES OR ANY COMPONENTS THEREOF. Seller's sole obligation under the foregoing warranties will be limited to either, at Seller's option, replacing or repairing defective goods or refunding the purchase price paid for such goods previously paid by Buyer, and Buyer's exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. These warranties will not extend to goods subjected to misuse, abuse, neglect, damage, accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. Seller shall not be liable on any claim for defective goods, which is not made within thirty (30) calendar days after such goods have been received by Buyer.

REMEDIES AND LIMITATION OF LIABILITY

In the event Buyer claims Seller has breached any of its obligations under this contract, whether of warranty or otherwise, Seller may request the return of the goods and tender to Buyer the purchase price previously paid by Buyer, and in such event, Seller shall have no further obligation under the contract except to refund such purchase price upon redelivery of the goods. No goods may be returned without Seller's written request. If Seller requests the return of the goods, the goods will be redelivered to Seller at Buyer's expense by lowest cost mode of transportation unless otherwise authorized in writing by Seller. Seller reserves the right to inspect any claimed defect, repair defective goods or install replacement parts, and perform any adjustment incident to satisfactory operation of the goods. In the event Buyer claims Seller has breached any of its obligations under the contract, whether of warranty or otherwise, and Seller has not delivered any goods to Buyer, Seller may tender to Buyer the purchase price previously paid by Buyer, and, in such event, Seller shall have no further obligation under the contract except to refund such purchase price previously paid by Buyer. The remedies contained in this and the preceding paragraph shall constitute the sole recourse of Buyer against Seller for breach of any of Seller's obligations under the contract, whether of warranty or otherwise. In no event shall Seller be liable for incidental, consequential or special damages, including without limitation, lost revenues, lost profits, recall expenses, or line down time of Buyer or Buyer's customer or a customer remote to Buyer, nor shall Seller's liability on any claim for damages arising out of or connected with the contract or the manufacture, sale, delivery or use of the goods exceed the purchase price of the goods previously paid by Buyer to Seller. Any warranty rights which Seller may have relating to any goods provided by other suppliers will be assigned to Buyer upon request. Seller shall not be liable for failure to perform its obligations under the contract resulting directly or indirectly from circumstances beyond Seller's reasonable control.

INDEMNIFICATION

Buyer will indemnify and hold Seller harmless from, any and all claims and liabilities, including reasonable attorney's fees, arising out of, connected with, or resulting from the goods, including but not limited to, the design, manufacturing, selection, delivery, possession, use or operation of the goods. Seller's entire liability for goods is limited as set forth in this contract.

DISCLOSURE AND USE OF TECHNICAL INFORMATION

Any technical information disclosed by either Buyer or Seller to the other during the term of this agreement is proprietary to each and may not be used by the other or disclosed by the other to any other entity without the written consent of the owner of such technical information. Any technical information owned or developed by Seller, including but not limited to, patents, trademarks, copyrights, know-how and proprietary information, and used for the supply of goods under this contract shall remain the sole and exclusive property of Seller. Except as authorized in writing by and on terms acceptable to Seller, Buyer shall have no right to disclose any technical information to any third party or to have any third party make any goods that use the technical information owned by Seller.

CANCELLATION/RESCHEDULE OF PURCHASE ORDERS

In the event of any cancellation of all or part of any purchase order by Buyer, Buyer agrees to pay Seller for all reasonable and allocable materials, material management, labor, overhead and general and administrative costs and expenses incurred as a result of any such cancellation, plus a reasonable profit hereby stipulated to be ____ percent (___%) of such costs and expenses within thirty (30) calendar days from the date of Seller's invoice setting forth such costs and expenses. By way of illustration and not limitation, Seller's costs incurred by reason of Buyer's cancellation may include the storage costs for the items to be purchased, and costs associated with relocating the production to an alternate source, as well as the costs of unreimbursed and/or unamortized research and development costs, capital equipment, and other property and supplies of Seller needed to produce and which are unique to the goods.

In the event of such cancellation and upon receipt of payment as described above, all completed goods, assemblies in process, components and any tooling, and equipment owned by Buyer and furnished to Seller under this contract shall be returned to Buyer in accordance with instructions specified by Buyer.

In the event of any cancellation, inventory carrying charges will be assessed at a rate of ___ percent (___%) per month on the value of such inventory until the relevant inventory is disposed of and paid for by Buyer.

In the event of any reschedule of delivery of goods by Buyer for a period of more than two weeks, inventory carrying charges will be assessed at a rate of ____ percent (___%) per month until such goods are shipped.

GOVERNING LAW, LIMITATIONS AND FORUM

The formation and performance of the contract shall be governed by the Uniform Commercial Code, as adopted in the state of Kansas. Any action for breach of the contract, including any breach of warranty, must be commenced within one (1) year after the cause of action has accrued. This contract shall not be subject to or governed by the United Nations Convention on Contracts for the International Sale of Goods. Buyer acknowledges and stipulates that this contract was formed in the State of Kansas and shall be deemed to have a situs of performance at the Seller's principal corporte office in Manhattan, Kansas. The parties agree that venue for any legal or equitable actions arising out of this contract or any other contract between the parties relating shall lie exclusively in the state District Court of Riley County, Kansas. Seller and Buyer agree that such court shall have in personam jurisdiction over the parties.

TAXES

Sales, use, occupation, excise and other taxes upon the production, sale or use of the goods are not included in the price and such taxes or any costs in connection therewith, wherever levied and whether imposed before or after payment of invoice, shall be paid by Buyer.

MINIMUM PURCHASE REQUIREMENTS

Buyer hereby acknowledges and agrees that the prices set forth in this contract are contingent upon Buyer's agreement to purchase the total quantities set forth in the Buyer's request for quote/proposal. If Buyer's actual purchases differ more than ten percent (10%) from the estimated quantities of goods contained in its request for quote/proposal, Buyer agrees that the pricing on the goods delivered to Buyer shall be adjusted retroactively to reflect the impact of the volume difference on material pricing, labor efficiencies and other cost and expenses of Seller. Buyer hereby agrees to pay Seller such additional sums within thirty (30) calendar days of the date of Seller's invoice for payment.

ASSIGNMENT AND DELEGATION

No right or interest in this contract shall be delegated or assigned by Buyer without the written permission of Seller. Buyer warrants that it is purchasing for its own account and not as an agent.

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