TERMS & CONDITIONS OF SALE
Unless otherwise specifically agreed to in writing by Seller, these Sales Terms and Conditions shall
apply to any an all orders placed by Buyer for All-Star products or services of Seller. In these sales
terms and conditions, All-Star designated in Seller’s order acknowledgment is referred to as “Seller”
and the party to whom Seller’s order acknowledgment is addressed is referred to as “Buyer”.
1. ACCEPTANCE OF ORDERS. Seller’s acceptance of all orders and all offers and sales by
Seller are subject to and expressly conditioned upon Buyer’s assent to the terms and conditions of
this Agreement. The Buyer’s acceptance of the delivery of an order and/or the acceptance of All-
Star’s invoice for the Buyer’s order constitutes acceptance of these Terms and Conditions of Sale
in whole or part, and take precedence over the Buyer’s Terms and Conditions of Purchase. The
Agreement consists of these sales terms and conditions, Seller’s quotation, if any, and Seller’s order
acknowledgment. Buyer’s acceptance of any offer by Seller must be made on such terms and
conditions exactly as offered by the Seller. Any of Buyer’s terms and conditions which are different
from or in addition to those contained in this Agreement are objected to by Seller and shall be of no
effect unless specifically agreed to in writing by Seller. Commencement of performance or shipment
shall not be construed as acceptance of any of Buyer’s terms and conditions which are different from
or in addition to those contained in the Agreement. If a contract is not earlier formed by mutual
agreement in writing, acceptance by Buyer of products and services furnished by Seller pursuant
hereto shall be deemed Buyer’s assent to all of the terms and conditions of this Agreement.
This Agreement shall be governed by the laws of the State of Tennessee as if made and to be
performed entirely within such state. The UN Convention on the International Sale of Goods shall
not apply. Dollar amounts are expressed in U.S. dollars.
2. ORDERS AND PRICES. Proposals for Seller to supply products to Buyer are valid for 30 days
from issuance unless otherwise agreed to by Seller in writing. Orders may not be cancelled or
modified, either in whole or part, without Seller’s express written consent. If Seller consents
to any order modification or cancellation, it may impose an order modification or cancellation fee.
All prices are as stated in Seller’s quote and specifically override any prices referenced in Buyer’s
purchase order. All fully released orders for future deliveries will be invoices at prices in effect at
time of order placement. The prices stated in this agreement are in U.S. dollars and do not
include transportation, insurance or any sales, use, excise or other taxes, duties, fees or
assessments imposed by any jurisdiction. All applicable taxes will be paid by Buyer, unless
Buyer provides Seller with appropriate tax exemption certificates, and if Buyer requests that
Seller ship products to Buyer’s customer, Buyer must provide Seller with a valid resale certificate
or other valid exemption certificate for its customer, and Buyer hereby indemnifies Seller for all
taxes, costs, fees, expenses, penalties, and other charges if Buyer cannot provide adequate evidence
that it remitted the applicable sales tax to the destination state. Any amounts paid at any time by
Seller that are the responsibility of Buyer shall be invoiced to Buyer and reimbursed to Seller. All
prices and other terms are subject to correction for typographical or clerical errors.
3. TERMS OF PAYMENT. All payments shall be in U.S. dollars. Buyer shall pay for products
in cash upon delivery, unless an earlier or later time for payment is specified in the order
acknowledgment (in which case payment shall be due at the time so specified). Each shipment shall
be considered a separate and independent transaction and payment for each shipment shall be due
Seller may, at its option, elect to extend credit to Buyer. A 5% N10 day discount will be extended
to customers that purchase in large quantities and have a history of making their payments within
30 day terms on previous order. If Seller extends credit to Buyer, invoices will be issued upon
shipment and payment shall be due in full within (30) days from the invoice date or such other date
specified in the Agreement. Seller reserves the right to charge the amount of or withdraw any credit
extended to Buyer.
Unless otherwise specified in this Agreement or agreed to in writing by Seller, amounts owed for
services will be invoiced on the same payment terms as noted above. Payment of such invoices is
due within thirty (30) days from the invoice date.
Amounts not paid when due shall be subject to interest at the rate of one and one-half percent (1
½%) per month or, if less, the maximum rate permitted by law.
In the event of the bankruptcy or insolvency of Buyer, or the filing of any proceeding by or against
Buyer under any bankruptcy, insolvency or receivership law, or in the event Buyer makes an
assignment for the benefit of creditors, Seller may, at its election and without prejudice to any other
right or remedy, exercise all rights and remedies granted Seller in Section 7 as in the case of a default
by Buyer under this Agreement.
4. DELIVERY, TITLE AND RISK OF LOSS. Unless otherwise agreed to in writing by Seller,
products shall be shipped FOB shipping point (EX-WORKS), (subject to Section 15) and shall be
deemed delivered to Buyer when delivered to the transportation company at the shipping point.
Unless otherwise agreed to in writing by Seller, all transportation charges and expenses shall be paid
by Buyer including the cost of any insurance against loss or damage in transit which Seller may
obtain at Buyer’s written request. Seller reserves the right to ship products freight collect.
If special routing or expedited transportation is requested the Buyer will assume the additional
expense. Seller hereby reserves, and Buyer hereby grants to Seller, subject of such a claim of
infringement, Seller may, in its sole discretion and at its own expense, either procure a license which
will protect Buyer against such claim without cost to Buyer, replace such products and refund an
equitable portion of the price paid by Buyer to Seller for such products.
The foregoing states Seller’s sole liability for any claim based upon or related to any alleged
infringement of any patent or other intellectual property rights. Seller shall have no liability for
claim of infringement or damages based on a combination of products furnished under this
agreement with products, equipment or materials not furnished hereunder, or based upon any items
made with the products furnished under this Agreement.
Buyer shall defend and hold Seller harmless against any expense, loss, costs or damages resulting
from any claimed infringement of patents, trademarks, or other intellectual property rights arising
out of compliance by Seller with Buyer’s designs, specifications or instructions.
Seller grants Buyer a limited, non-exclusive non transferable license to use the trade names and
trademarks of Seller and its affiliates listed on the following web page, solely for the promotion and
sale of products in accordance with these Sales Terms and Conditions and solely in compliance with
Seller’s Trademark Usage Guidelines, as amended from time to time, a current copy of which can
be obtained from All-Star Products website. Current trademark registration information and logo
images, where applicable, can be obtained from the web page.
Seller reserves the right to publicize that the Buyer has purchased products from the Seller.
9. LIMITED COMMERCIAL WARRANTY. Seller shall provide to the original purchaser a
limited warranty for each of Seller’s commercial grade products provided under this Agreement.
The terms, limitations and exclusions for the limited warranty for each product are available at
Seller reserves the right to modify its limited warranty at any time in its sole discretion. Any
warranty applicable to Seller’s consumer products is contained in or on the packaging containing
10. LIMITATION OF LIABILITY AND CLAIMS. SELLER’S AGGREGATE LIABILITY
IN DAMAGES OR OTHERWISE SHALL IN NO EVENT EXCEED THE AMOUNT, IF
ANY, RECEIVED BY SELLER HEREUNDER. IN NO EVENT SHALL SELLER BE
LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSS OR DAMAGES OF
ANY KIND, HOWEVER CAUSED, OR ANY PUNITIVE, EXEMPLARY OR OTHER
DAMAGES. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THIS AGREEMENT OR PRODUCTS OR SERVICES
FURNISHED BY SELLER MAY BE BROUGHT BY BUYER MORE THAN (1) YEAR
AFTER THE CAUSE OF ACTION ACCRUED.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties and
supersedes all prior negotiations, proposals, agreements and understandings, whether oral or written,
relating to the products to be purchased hereunder or otherwise relating to the subject matter of this
agreement. Any representation, warranty, course of dealing or trade usage not expressly contained
or referenced herein shall not be binding on Seller.
12. ATTORNEY’S FEES. In the event of default in payment of the purchase price or any part
thereof, Buyer agrees to pay thereof, Buyer agrees to pay Seller’s expenses, including reasonable
attorney’s fees and expenses, incurred by Seller in enforcing payment thereof, including all expenses
incurred in connection with any arbitration or judicial proceeding.
13. ARBITRATION. Any controversy or claim (including, without limitation, any claim based
on negligence, misrepresentation, strict liability or other basis) arising out of or relating to this
Agreement or its performance or breech, which involves an amount in excess of $50,000 (exclusive
of interest and costs), shall be settled by arbitration in accordance with the Rules of Conciliation and
Arbitration of the International Chamber of Commerce, if arbitration is demanded by either party.
The location of the arbitration shall be the City of Racine, Wisconsin, if Seller’s principal office is
located in the United States, or Hong Kong if Seller’s principal office is located outside of the United
States. The decision in such arbitration shall be final and binding and any award rendered thereon
may be entered in any court having jurisdiction.
14. ASSIGNMENT. Buyer shall not assign or transfer any rights or claims under this Agreement
without the prior written consent of Seller, and any purported assignment made without such consent
shall be void. This Agreement shall be binding upon and shall inure to the benefit of the successors
and permitted assigns of the parties.
15. EXPORT CONTROL. Seller’s export of the products, and any technical information related
thereto, may be subject to United States and / or other national or international (e.g. UN) laws and
regulations controlling the export and re-export of technical data and products, or limiting the export
of certain products to specified countries (e.g. embargo regulations). Seller shall not be obligates
under these Sales Terms and Conditions to export, transfer, or deliver any products or related
technical information to Buyer if prohibited by applicable law or until all necessary governmental
authorizations have been obtained. Seller shall not be liable under these Sales Terms and Conditions
for any expenses or damages resulting from failure to obtain or delays in obtaining any required
government authorizations. Buyer shall comply fully with all export administration and control laws
and regulations of the U.S. government and / or other national or international (e.g. UN) laws and
regulations as may be applicable to the export, re-export, resale or other disposition of any products
purchased from the Seller.
16. PRODUCT SAFETY. Buyer shall comply fully with all industry safety standards applicable
to the manufacture, distribution or sale of items incorporating the products supplied by Seller,
including but not limited to American Nationals Standards Institute (ANSI) / Engineering Society
of North America and International Standards including all marketing, labeling, and supplemental
user and service information (if any) required by the standards, where applicable. Buyer shall
comply fully with all applicable safety-related laws, rules and regulations of any governmental body
having jurisdiction to regulate the manufacture, distribution or sale of items incorporating the
products supplied by Seller. Buyer shall obligate all persons and entities buying such products from
Buyer (other than end users) to comply with such industry standards, laws, rules or regulations
applicable to such person or entity. Buyer shall defend and hold Seller harmless against any expense,
loss, costs, or damages relating to any claimed failure by Buyer to comply with such industry
standards, laws rules or regulations r from any bodily injury, illness or property damage resulting
from products manufactured by Buyer which incorporate the products supplied by Seller.
17. GENERAL. If the products purchased from Seller are to be used in the performance of a
government contract or subcontract, no government requirements or regulations shall be binding
upon Seller unless specifically agreed to by Seller in writing. No modification, amendment,
rescission, waiver or other change in this Agreement shall be binding on Seller unless agreed to in
writing by Seller. The invalidity or unenforceability, in whole or in part, of any provision herein
shall not affect the validity or enforceability of any other provision herein. Failure or delay on the
part of either party to exercise any right, power, privilege or remedy herein shall not constitute a
waiver thereof. The section headings contained herein are of convenience of reference only and are
not to be used in the construction or interpretation of this Agreement.