Virginia Industrial Plastics, Inc. VIP Golf Cars TERMS AND CONDITIONS

Virginia Industrial Plastics, Inc. (“VIP”) and the purchaser of any Goods (“Purchaser”) expressly agree to the following terms and conditions:

1. GOODS. “Goods” shall mean all products sold by VIP to Purchaser at any time. VIP reserves the right to make changes in specifications or features or discontinue the sales of the Goods at any time and without prior notice to Purchaser.
2. ACCEPTANCE. By placing an order with VIP for the future delivery of Goods or accepting Goods from VIP, Purchaser accepts and expressly agrees to VIP’s terms and conditions of sale contained herein. Acceptance of Goods shall automatically occur thirty (30) days after delivery. All terms and conditions that may otherwise appear or be included on any Purchaser’s purchase order, specifications or otherwise are hereby expressly rejected unless otherwise agreed to in a writing executed by VIP.
3. INTELLECTUAL PROPERTY. Subject to the terms and conditions contained herein, VIP hereby grants Purchaser a limited, revocable, non-exclusive, non-transferable, fully paid license (without the right to sublicense) to use any and all intellectual property of or related to the Goods, including but not limited to patents, trademarks, trade dress, trade secrets or copyrights, solely for the purposes of selling, distributing, marketing, promoting and using the Goods (the “Intellectual Property”). Purchaser acknowledges and agrees that VIP is the sole and exclusive owner of all right, title and interest in and to the Intellectual Property. All goodwill associated with the Intellectual Property shall inure to the benefit of VIP. Purchaser shall notify VIP in writing of any infringements or imitations by third parties.
4. ORDERS. Orders cannot be canceled except upon VIP’s prior written consent and upon terms that will compensate VIP against all costs, expenses and losses incurred by VIP in reliance of the order. All orders and order cancellations must be in writing.
5. DELIVERY. Unless otherwise specified, the price quoted is for a single shipment, without storage, FCA VIP’s facility. Special priority pickup (including air freight) or delivery service will be provided at current rates upon Purchaser’s request. Risk of loss to Goods purchased hereunder shall pass to the Purchaser upon delivery to carrier at shipping point, upon mailing of invoices for finished work, or upon hand delivery of Goods to a Purchaser, whichever occurs first. Title to the Goods shall not pass to Purchaser until Purchaser has paid all amounts due and owing to the VIP in full.
6. TERMS. Payment is due in U.S. funds to the VIP prior to shipping the order unless otherwise agreed to in writing by VIP. All payments not tendered when due shall bear interest at the rate of 5% per month (or the maximum rate permitted by law) until paid. All payments shall be applied first to the reduction of any and all accrued and unpaid interest and the balance to the reduction of principal until payment, in full, shall be made pursuant to this agreement. VIP may refuse to deliver any Goods so long as it, in its sole and exclusive discretion, has reasonable grounds for insecurity concerning Purchaser’s financial condition or Purchaser’s ability or willingness to perform its obligations hereunder. Purchaser hereby acknowledges and agrees that it shall pay any and all costs and expenses relating to the collection of all payments due hereunder, if any, and such costs shall be allowed and included as additional indebtedness in any judgment relating to the collection of payments due hereunder, all expenditures and expenses which may be paid or incurred by VIP, including but not limited to, actual attorneys’ fees and court costs. Payment is due at the time of sale if the Goods are purchased at a trade show or are otherwise made during a point-of-sale transaction.
7. TAXES. VIP shall collect sales tax for all orders shipping to the Commonwealth of Virginia and will pay those taxes to the Commonwealth of Virginia. Buyer shall be solely responsible for any and all applicable taxes and duties payable to any taxing authority in connection with Buyer’s purchase and use of the Goods outside the Commonwealth of Virginia.
8. WARRANTY. VIP warrants that all Goods shall be delivered free from defects in material, workmanship and title. The warranty for Goods shall expire thirty (30) days from delivery of Goods. If Goods do not meet the above warranties, Purchaser shall promptly notify VIP in writing prior to expiration of the warranty period. VIP shall, at its option, repair or replace defective Goods with new or refurbished parts, materials and/or Goods. If despite VIP’s reasonable efforts, a non-conforming good cannot be repaired or replaced, VIP shall refund monies paid by Purchaser for such non-conforming Goods. Warranty repair, replacement or re-performance by VIP shall not extend or renew the applicable warranty period. Purchaser shall return any allegedly defective good to VIP for diagnosis. The warranties and remedies are conditioned upon (a) proper storage, installation, use, operation, and maintenance of Goods, (b) Purchaser keeping accurate and complete records of operation and maintenance during the warranty period and providing VIP access to those records, and (c) modification or repair of Goods only as authorized by VIP in writing. For the avoidance of doubt, the warranty provided herein does not include and/or cover damage or defects in the Goods arising from or related to misuse and/or mishandling. Failure to meet any conditions set forth above renders the warranty null and void. VIP is not responsible for normal wear and tear. In the event the returned Good(s) are not covered by the warranty provided herein, Purchaser shall be responsible for all costs and fees associated with repair or replacement. This Section 8 provides the exclusive remedies for all claims based on failure of or defect in Goods, regardless of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise. THE WARRANTIES PROVIDED IN THIS SECTION 8 ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS AND GUARANTEES WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES. PURCHASER ASSUMES ALL RISK AND LIABILITY FOR ALL LOSS, DAMAGE OR INJURY TO PERSON OR PROPERTY RESULTING FROM THE USE OF SAID GOODS. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL VIP’S LIABILITY TO PURCHASER EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE GOODS GOVERNED BY THIS INVOICE.
9. INDEMNIFICATION. The Purchaser shall defend, indemnify and hold harmless VIP from any and all loss, cost, expense, and damages (including court cost and reasonable attorney’s fees) (collectively, the “Losses”) on account of any and all manner of claims, demands, actions, and proceedings that may be instituted against VIP as a result of: (i) Losses arising from or related to the misuse, improper handling and/or improper storage of the Goods; (ii) Losses arising from the negligence or intentional misconduct of Purchaser or Purchaser’s Purchasers, its officers, directors, employees, agents or assigns; and/or (iv) Losses arising from or connected to Purchaser’s breach of these terms and conditions.
10. THE TOTAL LIABILITY OF VIP FOR ALL CLAIMS OF ANY KIND ARISING FROM OR RELATED TO THE FORMATION, PERFORMANCE OR BREACH OF THIS INVOICE, OR ANY GOODS, SHALL NOT EXCEED THE (I) PURCHASE PRICE, OR (II) $10,000, WHICHEVER IS LESS. VIP SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR REVENUES, LOSS OF USE OF EQUIPMENT OR SYSTEMS, INTERRUPTION OF BUSINESS, COST OF CAPITAL, DOWNTIME COSTS, INCREASED OPERATING COSTS, ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, OR CLAIMS OF PURCHASER’S PURCHASERS FOR ANY OF THE FOREGOING TYPES OF DAMAGES. ALL VIP LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT PURCHASER MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR ARBITRATION, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION BUT IN NO EVENT LATER THAN ONE (1) YEAR AFTER EXPIRATION OF SUCH WARRANTY PERIOD. IF PURCHASER IS SUPPLYING GOODS TO A THIRD PARTY, OR USING GOODS AT A FACILITY OWNED BY A THIRD PARTY, PURCHASER SHALL EITHER (I) INDEMNIFY AND DEFEND VIP FROM AND AGAINST ANY AND ALL CLAIMS BY, AND LIABILITY TO, ANY SUCH THIRD PARTY IN EXCESS OF THE LIMITATIONS SET FORTH ABOVE, OR (II) REQUIRE THAT THE THIRD PARTY AGREE, FOR THE BENEFIT OF AND ENFORCEABLE BY VIP, TO BE BOUND BY ALL THE LIMITATIONS INCLUDED IN THIS SECTION 10. THE LIMITATIONS IN THIS SECTION 10 SHALL APPLY REGARDLESS OF WHETHER A CLAIM IS BASED IN CONTRACT, WARRANTY, INDEMNITY, TORT/EXTRA-CONTRACTUAL LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL PREVAIL OVER ANY CONFLICTING TERMS, EXCEPT TO THE EXTENT THAT SUCH TERMS FURTHER RESTRICT VIP’S LIABILITY.
11. These terms and conditions are governed by the laws of the Commonwealth of Virginia. Litigation of any dispute arising hereunder will be held in the state courts of the Commonwealth of Virginia or the United States District Court for the Western District of Virginia, Harrisonburg Division, and shall be tried only by a court and not by a jury. If the transaction includes the sale of Goods and the Purchaser is outside the United States, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.