HI-DE LINERS, INC TERMS AND CONDITIONS    
QUOTATION/COFIRMATION

“Buyer’ shall mean the person or entity purchasing goods or services from  Hi-Di Liners, Inc. “Seller” is Hi-De Liners, Inc.  “Goods” are all products manufactured, sold, shipped or processed by Seller for Buyer or others whether or not the same involves a sale of products or services, or combination of products and services.
1.    Prior to Buyers acceptance of the quote by a signed contract or purchase order or otherwise, Seller reserves the right to change any and all price schedules, list prices, rates or bases of discount, and the size, type, and classes of Goods available.
2.      In the event the Buyer issues purchase orders to the Seller from time to time, each purchase order shall refer to Seller’s quotation or contain a description of the Goods ordered, the quantities, and the requested shipment schedule.  Buyer=s order, is accepted on the terms and conditions stated herein and Seller’s acceptance of Buyer’s order is expressly made conditional upon Buyer’s assent to these terms and conditions. Despite any provisions to the contrary all such orders will be and are made pursuant and subject to these Terms and Conditions, whether specifically stated or not.  If there is any inconsistency between these Terms and Conditions and the terms of a purchase order, these Terms and Conditions shall prevail.  Unless Buyer shall notify Seller in writing to the contrary within two (2) days after receipt by the Buyer of this document, or prior to delivery of the Goods, whichever is earlier, the transaction shall be conclusively deemed to be subject to these Terms and Conditions.
3.      The Buyer shall make full payment before the expiration of the period set forth on the confirmation or invoice for net payment (the “Due Date”).  All invoices unpaid beyond the Due Date shall bear interest at an annual rate of eighteen (18%) percent from the date of the invoice.  In the event Buyer fails to make payment of any amount owed, Seller shall be entitled to its reasonable costs of collection, including, but not limited to, attorney’s fees and all costs.
4.      SELLER EXPRESSLY EXCLUDES ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, MATERIALS, WORKMANSHIP, DESIGN AND SUITABILITY FOR A SPECIFIED OR INTENDED PURPOSE.  In lieu, thereof, any Goods which are defective due to faulty material or workmanship and are unsuitable for Buyer’s specified or ordinarily intended use will be repaired, or replaced, f.o.b. point of origin, or the unit purchase price refunded, at Seller’s option; provided that the Goods are returned or the same are rejected, in either event within the time set forth in Section 5.  Seller shall not be liable for Buyer’s for loss of profit or any special or consequential damage or loss, nor for any cost incurred by Buyer for alteration, repair or work done on the Goods.  Buyer shall indemnify Seller from any claims by Buyers customers or third parties beyond the damages allowed under this section.
5.      Within thirty (30) days of receipt by the Buyer of any delivery of Goods, the Buyer shall inspect the same and immediately notify the Seller of any defects in the Goods.  Failure to so notify the Seller in writing of any defects within forty-five (45) days of receipt shall constitute conclusive proof that the Goods were received without defects.  Seller shall not be responsible for any damage caused to the Goods during shipment.    
6.      Title to and risk of loss shall pass to the Buyer on Seller’s placing same in the custody of a carrier for shipment to Buyer.  Passing of title upon such delivery shall not constitute acceptance of the Goods.  The Seller will use its best efforts to meet mutually agreed upon delivery dates
8.      The Seller shall not be liable to the Buyer for failure to perform its obligations under any order for goods due to fire, flood, strikes, or other industrial disturbances, accidents, war, riot, insurrection, or other causes beyond the reasonable control of the Seller.
9.      In addition to all other available remedies, the Seller may terminate Buyer’s orders or deliveries upon any default by the Buyer of the provisions of this document.  Any such termination shall be without prejudice to the accrued rights of the Seller.  All rights and remedies of the Seller are cumulative.
10.      This document and the transaction between Seller and Buyer shall be governed by the laws of the Commonwealth of Massachusetts and the parties hereto agree that the Courts of the Commonwealth (Worcester Division) and the United States Federal District Court of Massachusetts, Worcester Section, shall have exclusive jurisdiction of all legal actions concerning any dispute or claim arising hereunder.

HI-DE LINERS, INC TERMS AND CONDITIONS
INVOICE

 “Buyer’ shall mean THE person or entity purchasing goods or services from  Hi-Di Liners, Inc. “Seller” is Hi-De Liners, Inc.  “Goods” are all products manufactured, sold, shipped or processed by Seller for Buyer or others whether or not the same involves a sale of products or services, or combination of products and services.
1.    Prior to Buyers acceptance of the quote by a signed contract or purchase order or otherwise, Seller reserves the right to change any and all price schedules, list prices, rates or bases of discount, and the size, type, and classes of Goods available.
2.      In the event the Buyer has issued a purchase orders to the Seller then Buyer=s order, was accepted on the terms and conditions stated herein and submitted along with the Quotation or Confirmation provided to Buyer and Seller’s acceptance of Buyer’s order was expressly made conditional upon Buyer’s assent to the terms and conditions. Despite any provisions to the contrary all such orders will be and are made pursuant and subject to the Terms and Conditions, whether specifically stated or not.  If there is any inconsistency between the Terms and Conditions and the terms of a purchase order, the Terms and Conditions shall prevail.  Unless Buyer notified Seller in writing to the contrary within two (2) days after receipt by the Buyer of the Terms and Conditions, or prior to delivery of the Goods, whichever was earlier, the transaction shall be conclusively deemed to be subject to the Terms and Conditions.
3.      The Buyer shall make full payment before the expiration of the period set forth on the confirmation or invoice for net payment (the “Due Date”).  All invoices unpaid beyond the Due Date shall bear interest at an annual rate of eighteen (18%) percent from the date of the invoice.  In the event Buyer fails to make payment of any amount owed, Seller shall be entitled to its reasonable costs of collection, including, but not limited to, attorney’s fees and all costs.
4.      SELLER EXPRESSLY EXCLUDES ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, MATERIALS, WORKMANSHIP, DESIGN AND SUITABILITY FOR A SPECIFIED OR INTENDED PURPOSE.  In lieu, thereof, any Goods which are defective due to faulty material or workmanship and are unsuitable for Buyer’s specified or ordinarily intended use will be repaired, or replaced, f.o.b. point of origin, or the unit purchase price refunded, at Seller’s option; provided that the Goods are returned or the same are rejected, in either event within the time set forth in Section 5.  Seller shall not be liable for Buyer’s for loss of profit or any special or consequential damage or loss, nor for any cost incurred by Buyer for alteration, repair or work done on the Goods.  Buyer shall indemnify Seller from any claims by Buyers customers or third parties beyond the damages allowed under this section.
5.      Within thirty (30) days of receipt by the Buyer of any delivery of Goods, the Buyer shall inspect the same and immediately notify the Seller of any defects in the Goods.  Failure to so notify the Seller in writing of any defects within forty-five (45) days of receipt shall constitute conclusive proof that the Goods were received without defects.  Seller shall not be responsible for any damage caused to the Goods during shipment.    
6.      Title to and risk of loss shall pass to the Buyer on Seller’s placing same in the custody of a carrier for shipment to Buyer.  Passing of title upon such delivery shall not constitute acceptance of the Goods.  The Seller will use its best efforts to meet mutually agreed upon delivery dates
8.      The Seller shall not be liable to the Buyer for failure to perform its obligations under any order for goods due to fire, flood, strikes, or other industrial disturbances, accidents, war, riot, insurrection, or other causes beyond the reasonable control of the Seller.
9.      In addition to all other available remedies, the Seller may terminate Buyer’s orders or deliveries upon any default by the Buyer of the provisions of this document.  Any such termination shall be without prejudice to the accrued rights of the Seller.  All rights and remedies of the Seller are cumulative.
10.      This document and the transaction between Seller and Buyer shall be governed by the laws of the Commonwealth of Massachusetts and the parties hereto agree that the Courts of the Commonwealth (Worcester Division) and the United States Federal District Court of Massachusetts, Worcester Section, shall have exclusive jurisdiction of all legal actions concerning any dispute or claim arising hereunder.