1. GENERAL:
(a) Any sale of products or services by Newssor Inc. is governed exclusively by these Standard Terms and Conditions of Sale (“Standard Terms”) and shall supersede any inconsistent or additional terms on Buyers purchase order or any other document These Standard Terms constitute the final, complete end exclusive agreement between Newssor Inc. Inc. and the Buyer as to the subject matter hereof. Newssor Inc. Inc. hereby objects to any inconsistent or additional terms. This Agreement may be amended only in writing signed by an authorized representative of Newssor Inc.
(b) Any order placed with Newssor Inc. must be in the form of a written purchase order or letter from Buyer (“Order”) and shall set forth all information necessary for Newssor Inc. to fill the Order, if accepted. All proposals, quotations or similar communications from Newssor Inc. will be considered invitations to Buyer to submit an Order. A binding sales contract will result Only when Newssor Inc. accepts Buyers Order, at Newssor Inc.’s office in East Alton , Illinois or such other place as designated by Newssor Inc. Newssor Inc. reserves the right to bill any Order at a minimum of $100. plus any additional charges provided for herein,
(c) All products shall be packaged for domestic shipment in accordance with Newssor Inc.’s standard specifications. If special packaging is required, it must be deafly requested on Buyers Order. The price for any special packaging shall be billed to Buyer.

2. WARRANTY:
(a) Newssor Inc. warrants that its services shall be free of defects in workmanship for a period specified on the original invoice if any warranty is specified. If within the applicable warranty period, Newssor Inc. will, at its sole discretion, either repair, replace or return the purchase price paid to Newssor Inc. for any product, part or service found by Newssor Inc. to be defective; provided that the subject product is used under normal conditions for which it was designed and installed, operated and maintained in accordance with Newssor Inc.’s instructions and (subject always to such instructions) in accordance with generally accepted industrial practices. (b) Newssor Inc. Inc.’s warranty obligation shall be conditioned upon receipt by Newssor Inc. Inc. of written notice of any alleged defects within sixty (60) days after discovery. Newssor Inc. will not be responsible or accept invoices for unauthorized repairs to any products, even if defective. Newssor Inc. shall not be responsible for any products which have been altered, abused, misused, or improperly installed or repaired, or for any loss, damage, defect, claim or non-performance resulting from or attributable to Buyer’s specifications.
(b) Where Buyer requests that Newssor Inc. supply non-stock products or component parts manufactured by a third-party, Newssor Inc. will, to the extent permitted, pass through to Buyer any warranty of the manufacturer. As to such items. Buyers sole remedy for breach of warranty shall be the remedy offered by and available from the manufacturer. Newssor Inc. shall have no liability, whether in contract, tort or otherwise, for such products.
(c) Newssor Inc. does not guarantee production rates or the quality of goods made using Newssor Inc.’s products or services, nor shall any longer warranty periods apply, except as agreed in writing signed by an authorized Newssor Inc. representative.
(d) NEWSSOR INC.’s WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF NEWSSOR INC. AND ALL PARENT OR AFFILIATED COMPANIES OF NEWSSOR INC. ALL OTHER WARRANTIES, WHETHER EXPRESS. IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO. ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ARE HEREBY EXCLUDED.
(e) UNDER NO CIRCUMSTANCES SHALL NEWSSOR INC. BE LIABLE TO BUYER OR ANY ENTITY FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER ARISING FROM BREACH OF CONTRACT, TORT.
NEGLIGENCE. MISREPRESENTATION. STRICT LIABILITY OR OTHERWISE. INCLUDING FOR LOST PROFITS. IMPAIRMENT OF GOODS. WORK STOPPAGE OR OTHERWISE, IN ANY WAY ARISING OUT OF OR RELATED TO GOODS OR SERVICES SUPPLIED BY NEWSSOR INC. OR ANY TRANSACTION TO WHICH THESE STANDARD TERMS APPLY. THE MAXIMUM LIABILITY OF NEWSSOR INC., INCLUDING. BUT NOT LIMITED TO. WITH RESPECT TO THE DESIGN, MANUFACTURE, SALE. DELIVERY, RESALE, INSPECTION. ASSEMBLY. INSTALLATION, TESTING. REPAIR. REPLACEMENT. MAINTENANCE OR USE OF ANY PRODUCT OR THE PERFORMANCE OF ANY SERVICE. SHALL NOT EXCEED THE PURCHASE PRICE PAID TO NEWSSOR INC. FOR THE DEFECTIVE PRODUCT OR SERVICE.

3. SHIPMENT. FORCE MAJEURE. PRICES AND ERROR:
(a) Shipment/delivery dates are approximations only. Newssor Inc. shall not be liable to pay any penalty or damages, including consequential damages, for any delay in shipment
(b) In no event shall Newssor Inc. be liable for any damages, including consequential damages, caused by delays or non-performance resulting from or related to force majeure or other causes beyond Newssor Inc.’s reasonable control, including, but not limited to, war, blockade, civil disturbances, strikes and lockouts, labor shortages, fire and other casualties, acts of nature, accidents and governmental acts (including regulations concerning export and import licensing and currency exchange). In case of non-delivery, Newssor Inc.’s obligation shall be limited to the refund of any advance payment received from Buyer.
(c) All claims for loss of or damage to products. whether concealed or obvious, must be made, in writing, to the carrier and to Newssor Inc. by Buyer as soon as possible after receipt of shipment. and in no case beyond 30 days of shipment. or such claims shall be deemed waived. Newssor Inc. will render reasonable assistance in providing information necessary for Buyer to process such damage claims with the carrier or any insurance company.
(d) Newssor Inc.’s quoted prices are firm for thirty (30) days from the date of Newssor Inc.’s written proposal. Thereafter, the applicable prices are those in effect at the time Buyer’s Order is placed with Newssor Inc. Newssor Inc. will notify Buyer of any price changes for incorporation into a revised Order prior to acceptance by Newssor Inc. Pricing based on volume discounts is subject to adjustment by Newssor Inc. if actual shipping volumes do not meet minimum volume requirements of agreement. Clerical errors in any element of a proposal, purchase order, invoice or contract are subject to correction by Newssor Inc.

4. TERMS OF PAYMENT:
(a) All payments are due within thirty (30) days of Newssor Inc.’s invoice. Newssor Inc. reserves the right to require payment in advance, or satisfactory security, for any shipment or sale. Newssor Inc. may cancel any shipment or Order for any Buyer which has failed to make payment or comply with any other provision of these Standard Terms. Newssor Inc. reserves the right to seek any other remedy available at law or equity. Payment shall be made at the agreed time, to the place specified, and in the currency indicated on Newssor Inc.’s invoice. Buyers failure to pay at the agreed time and place constitutes a waiver of Buyer’s right to demand Newssor Inc.’s performance under the contract.
(b) When an account becomes past due according to its payment terms, Buyer shall pay interest on the balance due, at the greeter of 1.50% per month (18% per annum) or the maximum permitted by law, until paid in full.
(c) If delivery and/or payment in installments is accepted by Newssor Inc., Buyers failure to pay any installment when due shall give Newssor Inc. the right to suspend work or delivery until such payment is made. In the event that any such default by Buyer continues for more than fifteen (15) days, Newssor Inc. may then cancel the contract by written notice to Buyer. Upon cancellation of an installment contract, all items already delivered to and paid for in loll by Buyer will be transferred to Buyer .AS IS, WHERE IS,. without any warranty.
(d) All duties, tariffs, fees, costs and other charges connected with shipment, insurance, exportation and importation of the products are the responsibility of Buyer, and, if paid by Newssor Inc., such expenses may be recovered by Newssor Inc. from Buyer, and Buyer shall indemnify Newssor Inc. against claims for the same. Buyer is responsible for all taxes applicable or related to this transaction, including all sales, use and excise taxes.

5. RISK OF LOSS: Risk of loss and/or damage to the products shall pass to Buyer upon delivery thereof to Buyer or its representative. or to a carrier for shipment to Buyer or its designated customer, as the case may be. at the warehouse of Newssor Inc. or its supplier. Buyer is responsible to obtain insurance coverage on all shipments of products supplied by Newssor Inc.

6. RETURNS/CANCELLATION CHARGES: Buyer shall not return any product to Newssor Inc. without the written consent of, and upon terms agreed to, by Newssor Inc. If Buyer refuses to accept delivery, or improperly revokes acceptance of product, Buyer shall be responsible for Newssor Inc.’s cancellation charges and expenses. Before returning products, a Return Merchandise Authorization (R.M.A.) number must be obtained from Newssor Inc. Products returned without an R.M.A. number clearly marked on the outside of the shipping carton may be refused. Except for approved warranty returns, Newssor Inc. will only accept for return and credit new, unused, current stock items, in the original packaging and undamaged. Buyer shall be responsible for all freight charges, import/export charges, duties, tariffs, taxes. insurance and risk of loss/damage regarding return shipment to Newssor Inc.

7. GOVERNING LAW. FORUM AND JURY WAIVER: These Standard Terms and the relationship of the parties hereto shall be governed by the internal laws of the State of Illinois. U.S.A., without regard to its choice of law rules. For all claims or disputes arising out of or relating to the sale of products or services by Newssor Inc. and/or the relationship of Buyer and Newssor Inc., Buyer shall file any and all lawsuits or claims exclusively in the state or federal courts located in Madison County, Illinois. Buyer hereby submits to the personal jurisdiction of said courts and waives any claim of improper or inconvenient venue. To the fullest extent permitted by law, Buyer hereby agrees to waive the right to trial by jury for all claims or disputes arising out of or relating to the sale of products or services by Newssor Inc. and/or the relationship of Buyer and Newssor Inc. The parties agree that U.N. Convention of Contracts for the International Sale of Goods shall not apply to their relationship or the sale of products by Newssor Inc.

8. MISCELLANEOUS
(a) Failure on the part of Newssor Inc. to enforce any of its rights derived from this contract shall never be construed as a waiver of any of Newssor Inc.’s rights.
(b) The invalidity of one or more of the clauses herein shall not affect the validity of the other clauses, which for this purpose are considered severable.
(c) Buyer may not delegate its performance or assign its rights under this Agreement except upon the express written consent of Newssor Inc. In any case, these Standard Terms shall be binding upon the successors and legal representatives of Buyer.
(d) All rights and remedies available to Newssor Inc. under the Uniform Commercial Code and other applicable aware reserved to Newssor Inc. as remedies in the event of Buyer’s default.