GENERAL TERMS AND CONDITIONS OF SALE

General Terms:

These terms and conditions herein written shall govern the sale of products to buyer (“Buyer”) and unless there is a separate written buying agreement between the Parties, shall supersede all previous communications, agreements or contracts, and no term, condition or trade custom in conflict or inconsistent herewith shall be binding upon Rust-Oleum Corporation. (“Rust-Oleum”). Any term contained in any other document that is different from or in addition to Rust-Oleum’s terms and conditions, credit application or individual product invoice shall be void unless otherwise agreed in writing or as noted above.

Each product is identified by size and color with a UPC (Universal Product Code) number. Please use this number when ordering. All orders are subject to acceptance by Rust-Oleum. Prices, programs and terms are subject to change upon 30 days’ notice by Rust-Oleum, and the prices for the products sold shall be the prices in effect at the time of shipment.

Terms and Remittance

Terms: Pricing and payment according to the invoice for the products. Prices are exclusive of taxes, which shall be Buyer's responsibility (other than taxes on Rust-Oleum’s net income or gross receipts). Rust-Oleum may require full or partial payment in advance or upon delivery, may require other security for payment or performance, or may impose such other credit or payment terms as it deems appropriate in its sole discretion. All payments shall be made in U.S. currency. Sums not paid when due shall bear interest at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is less. All invoices are to be paid in full. Any discrepancies must be reported to Rust-Oleum Customer Service. Purchase orders without pricing listed will be priced at current Rust-Oleum prices and will be binding.

Delivery

A. Shipments: All shipments are FOB shipping point. Title passes at shipping point. Delivery dates are estimates only and Rust-Oleum shall not be liable for any delay in delivery of goods.

B. Freight Costs: Freight is prepaid on orders of $1,500 or greater within the 48 contiguous states by way of routing and mode of transportation to be selected by the shipper. Orders under $1,500 will be shipped pre-paid and freight costs will be added to the invoice unless buyer specifies collect on purchase order. For prepaid and add shipments, a $50 administrative handling fee will be added to the actual freight cost. In addition, a fuel and/or freight surcharge will be added if applicable.

C. Back Orders: Rust-Oleum reserves the right to cancel backorders. Backorder cancellation notification will appear on the packing list.

D. Return Goods: Written authorization is required from Rust-Oleum Customer Service prior to any return shipment, which may be granted or denied by Rust-Oleum in its sole discretion. Authorized returns must be shipped using the carrier selected by Rust-Oleum Customer Service and routed to the location of Rust-Oleum's choice. Buyer is responsible for all freight charges. Returns must be shipped in their original, unopened cartons. A 25% re-stocking fee will be charged on all authorized returns. Obsolete, discontinued, and/or merchandise over six months old is not eligible for return in any instance.

E. Claims: Claims resulting from losses, shortages or damage in transit must be acknowledged on the delivery papers at receipt. Concealed damages or shortages return materials must be communicated to Rust-Oleum Customer Service within 15 days of delivery.

Other Terms

A. Warranty terms are stated on the product label. No claims will be considered until the product in question has been inspected by a Rust-Oleum representative. All claims for allegedly non-conforming or defective products shall be made by Buyer in writing within 15 days of receipt of shipment of products, after which the products shall be deemed accepted for all purposes and Rust-Oleum shall have no liability for same. Rust-Oleum makes no other warranty of any kind, express or implied, including, express or implied warranties of merchantability or fitness for a particular purpose with respect to the products. The warranty set forth on the product label shall be void, and shall not apply to any products that (i) have been altered, modified or combined with any other materials other than materials as specified on the product’s labeling,(ii) have been subject to improper storage or handling, (iii) have been exposedto conditions beyond the operating constraints specified by Rust-Oleum in its labeling, or (iv) have been misused. Rust-Oleum SHALL NOT BE LIABLE TO BUYER, BUYER’S CUSTOMERS OR ANY PERSON OR ENTITY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT, LIMITATION LOST PROFITS OR BUSINESS INTERRUPTION LOSSES) AS A RESULT OF SUPPLYING PRODUCT TO CUSTOMERS OR OTHERS AND WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE. IN NO EVENT SHALL Rust-Oleum BE LIABLE FOR DAMAGES TO PROPERTY, OR FOR DEATH, DISABILITY OR OTHER INJURIES TO PERSONS, ARISING OUT OF THE USE OF ITS PRODUCTS, INCLUDING ANY PRODUCT WHICH WAS NOT KEPT OUT OF THE REACH OF CHILDREN AND ANIMALS. RUST-OLEUM’S EXCLUSIVE LIABILITY AND BUYER'S AND BUYER'S CUSTOMERS’ SOLE REMEDY IN THE EVENT OF A NON-CONFORMING PRODUCT SHALL BE REPLACEMENT OF THE DEFECTIVE PRODUCT WITH CONFORMING PRODUCT OR SALES PRICE REFUND. IN NO EVENT SHALL RUST-OLEUM’S TOTAL LIABILITY EXCEED THE PURCHASE PRICE OF THE NON-CONFORMING PRODUCT.

B.Certain products may not be available in your area due to federal, state or local regulations.
Buyer shall assume full responsibility for the use of the products and shall defend, indemnify and hold harmless Rust-Oleum and its respective affiliates, officers, directors, shareholders, employees agents and representatives from and against all losses, liabilities, claims, damages, demands, costs and expenses (including without limitation attorneys' fees and court costs) arising out of or relating to same.

D. All sales are governed by the laws of the State of Illinois, without application of conflict of law principles. THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS AND CONDITIONS OR THE ISSUES RAISED BY THAT DISPUTE

E.The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the Contract.

F. Buyer shall comply with the Foreign Corrupt Practices Act, the anti-money laundering provisions of the USA Patriot Act and Bank Secrecy Act, and United States export control laws. Buyer shall not resell or ship to persons on the Denied Parties List or persons located within embargoed countries (in both cases as defined under the above referenced export control laws).

G. Buyer understands that Buyer shall be responsible for complying with European Union REACH (Registration, Evaluation, Authorization, and Restriction of Chemicals) Regulations or any similar regulation in the locations Buyer sells products, if outside the United States and Mexico.

H. Buyer has undertaken all responsibility to ensure that all labels conform to applicable laws and regulations within the locations that Buyer sells products, if outside of the United States or Mexico.

I. Buyer will only use Rust-Oleum’s trademarks and brands as directed by Rust-Oleum. Changes are subject to Rust-Oleum’s written approval.

J. Buyer is in compliance with all labor laws, occupational health and safety laws and prevention of slavery and human trafficking laws in its operations and represents that it does not sell products utilizing forced, indentured or convict labor or utilizing the labor of persons in violation of the minimum working age law in the country where performed, or in violation of minimum wage, hour of service or overtime laws of the country where performed.

K. Buyer agrees to adhere to and comply with the RPM Distributor Code of Conduct, found at https://policies.rpminc.com/business-partner-management/distributor-code-of-conduct/.

L. If any condition or portion of a condition is found to be invalid or unenforceable to any extent, then the invalid condition or the invalid portion of the condition shall be deemed conformed to the minimum requirements of the law to the extent possible. Additionally, all other conditions shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law.