Except to the extent otherwise stated in a separate agreement signed by The Champion Company, the following Terms and Conditions will govern all transactions between The Champion Company (Champion) and any party (Buyer) placing orders with or otherwise purchasing products sold through Champion. By placing an order with Champion, the Buyer acknowledges its unqualified acceptance of these terms and conditions. No modification of these terms and conditions and no term or condition stated in any customer document or electronic communication will be binding on Champion unless the term or condition has been specifically approved in writing by Champion.


1. PRICE. Unless otherwise agreed in writing, all prices quoted are F.O.B. origin. All prices are subject to the addition of all other duties and taxes (including where applicable sales or use tax or value added tax at the rate ruling at the relevant tax point). Champion reserves the right, by giving written notice to the Buyer at any time before delivery to adjust the price of the goods to take account of increases in the cost to Champion which is due to any factor beyond the control of Champion such as costs of components or equipment not manufactured by Champion, raw materials, general commodities freight or insurance, rates of currency exchange, duties, taxes, or surcharges.


2. PAYMENT. Payment terms of sales are net 30 days from date of invoice. Interest of 2% per month will be charged on past due balances. Time for payment is of the essence of the contract.


3. DELIVERY. Unless otherwise agreed in writing, all deliveries shall be made F.O.B. origin. Any periods quoted for delivery or dispatch are estimates only. If Champion fails to deliver the goods (or any installment) for any reason other than any cause beyond Champion’s reasonable control or the Buyer’s fault, and Champion is liable to the Buyer, Champion’s liability shall be limited to the price of those goods not delivered and the Buyer shall not be entitled to reject any consignment of the goods or to treat the contract as repudiated in the event of any such failure. Delivery of the goods to a carrier for transmission to the Buyer or the delivery of the goods to the place of delivery shall constitute delivery to the Buyer and the risk therein shall upon such delivery pass to the Buyer. Risks in the goods shall pass to the Buyer on delivery. Title of the goods shall not pass to the Buyer until Champion has received in full all sums due to it in respect of the goods; and all other sums which are or which become due to Champion from the Buyer on any account.


4. INSPECTIONS; RETURNS; AND CLAIMS. Unless otherwise agreed in writing, Champion will carry out such tests and inspections as it deems necessary. Any additional tests or inspections required by the Buyer will be to the Buyer’s account and at Buyer’s own expense. Returns are only allowed for administrative errors by Champion or for products found to be defective. Products subject to administrative returns must be made within 60 days of original invoice, be in resalable condition, and be in their original packaging. Champion or one of its representatives will inspect the product and determine whether the material is defective and whether repairs or replacement of said product is required. It is the responsibility of the Buyer to place all claims on the carrier promptly for goods lost or damaged in transit. Claims such as shortage of material or material ordered but not shipped must be made within 15 days after receipt of shipment. All other claims (including claims for pricing errors) must be made within 60 days of the date of invoice. Claims beyond 60 days will not be allowed.


5. INFORMATION AND INTELLECTUAL PROPERTY. All drawings, descriptions, specifications, designs, documents and other information (including without limitation features contained in any of the foregoing or in any objects or software), whether business or technical, (together, “Information”) supplied or otherwise disclosed by Champion are supplied or disclosed on the express understanding that such supply or disclosure shall not be construed as passing to the Buyer any copyright (or any other rights whatsoever) in such Information. All rights including, without limitation, copyright and property in all such Information shall, as between Champion and the Buyer, remain vested in Champion. Champion shall remain the sole and exclusive owner of all intellectual property embodied in or used to design or manufacture the products sold by Champion. By its acceptance of Champion’s products, Buyer agrees to refrain from duplicating, copying or otherwise infringing upon Champion’s proprietary and/or intellectual property rights, including any and all patents, trademarks, service marks, trade names or other such rights owned or controlled by Champion. The Buyer shall indemnify and hold harmless Champion against any and all claims alleging infringement of trademarks, trade names, patents, copyrights, designs, and/or registered designs which arise as a result of Champion’s compliance with the Buyer’s specifications, designs and/or instructions.


6. FORCE MAJEURE. Champion shall not be liable for delay in performance or for nonperformance in whole or in part of its obligations under the contract directly or indirectly resulting from causes beyond control either of Champion or its suppliers including, but not limited to acts of God, acts of the Buyer or third party, hostilities, embargoes, sabotage, civil disturbance, government regulations, strikes, lock-outs or other industrial action, illness, flood, fire, impact, explosion, and/or adverse weather. In any such event Champion may in its sole discretion without liability extend the time for performing the contract, cancel the contract or reduce the volume of the goods, ordered by the Buyer.


7. HEALTH AND SAFETY. The Buyer hereby agrees that it is responsible for taking all necessary steps to ensure that the goods are safe and without risks to health when properly used including: (i) regularly and properly testing, inspecting and maintaining, properly installing, storing and housing the goods; and (ii) disseminating adequate detailed information regarding their sale and proper use to the persons using the goods, and ensuring that the goods are adequately manned.


8. PROPER LAW AND JURISDICTION. The contract shall be governed by and construed in accordance with the laws of the State of the U.S. in which the company selling the goods is located, and the courts located in such state shall have non-exclusive jurisdiction to hear all disputes arising in connection with the contract.


9. CONFIDENTIALITY. Any information or data given in confidence, including any confidential drawings or other general commercial intelligence which may be received by the Buyer or any representatives of the Buyer shall not be divulged to any third party and may be used by the Buyer only in connection with the goods supplied hereunder and not in any other connection whatsoever. In the event that the Buyer or any such representative so divulges any such data, drawings, information or intelligence to the detriment of Champion, the Buyer shall indemnify Champion in full against all costs, expenses, damage or loss directly or indirectly occasioned thereby.


10. WARRANTY.Except for the warranties herein stated, Champion makes no other warranties, express or implied, and Champion hereby disclaims all other warranties, express or implied. Champion’s products are warranted to be free from defects in workmanship and material and shall be subject to Champion’s normal manufacturing tolerances and quality control procedures. Any warranty of merchantability or fitness for a particular purpose is hereby disclaimed by Champion. Champion neither assumes nor authorizes any person to assume for it any other liability in connection with this product.   Champion’s products are not guaranteed for any specific length of time, measure of service, fitness for a particular use or merchantability. Champion shall not be held liable for any consequential or incidental damages caused by defects in said product. Under no circumstances shall Champion be responsible for loss of profit, damage to goodwill, or any other form of consequential, indirect, or special damages, nor shall Champion be liable for transportation, labor, or other charges arising out of the removal or reinstallation of warranted product.  Any improper use, operation beyond tolerance or capacity, substitution of parts not approved by Champion, or any alteration or repair in such manner as in Champion’s judgment affects the products materially and adversely shall void the warranty hereunder.  Specifically, Buyer’s (or the end user’s) use of repair or replacement parts other than genuine parts manufactured and/or sold by Champion shall void the warranty expressed herein.


11. EXPORTS AND GOVERNMENT CONTRACTS. In the case of export contracts Buyer shall comply with the laws and regulations of the United States of America (USA) relating to exports and foreign transactions, including, but not limited to, the International Traffic in Arms Regulations (ITAR) (22 C.F.R. Parts 120-130), the Arms Export Control Act (22 U.S.C. 2778), the Export Administration Regulations (EAR) (15 C.F.R. Parts 730-774) and the Export Administration Act of 1979, as amended (50 U.S.C. 2401 et seq.). In particular, Buyer shall not disclose any technical data, nor deliver, export, re-export or re-transfer any Product out of the USA, or to foreign persons or entities within or outside the USA, without the proper written authorization and/or license from the U.S. Government. Buyer hereby indemnifies and agrees to hold Champion harmless from any costs, damages, penalties, attorney’s fees and similar expenses of Champion due to Buyer’s breach (or threatened breach) of such obligation. Any governmental license, approval or notification required for export shall be the responsibility of the Buyer. For orders under government contract, please refer to Champion’s Schedule A.


12. NON-DISCRIMINATION. Champion is an equal opportunity/affirmative action employer for women, minorities, persons with disabilities, and covered veterans. Champion agrees to comply with all Equal Employment Opportunity laws and regulations such as Executive Order 11246 as amended, Section 503 of the Rehabilitation Act of 1973 as amended, and the Vietnam Era Veterans Readjustment Assistance Act of 1974 as amended. Where applicable, there are also incorporated herein by reference the contract clauses set forth in 41 CFR 60-250.4 pertaining to veterans with disabilities, and 41 1 CFR 60-741.4 pertaining to all persons with disabilities.


13. WAIVER: Failure or delay by Champion in enforcing or partially enforcing any provision of the contract shall not be construed as a waiver of any of its rights under the contract.