Alpha Wax USA

Terms & Conditions

Alpha Wax USA, corporation – General Conditions of Sale and Delivery

1. DEFINITIONS 1. The term “Buyer” as used in these General Conditions of Sale and Delivery (these “General Conditions”) shall mean either (i) any person accepting an offer (an “Offer”) from Alpha Wax USA Corporation (“Alpha Wax”; Alpha Wax and Buyer each a “Party” and together, the “Parties”) for the sale of Goods (as defined below) or (ii) any person who submits an order (an “Order”) for Goods to Alpha Wax and such order is accepted by Alpha Wax in accordance with Section 3 below (such accepted Offer or Order, a “Sales Order”). 2. The term “Goods” shall mean any goods that Alpha Wax agrees to deliver to a Buyer in accordance with these General Conditions. 3. The terms “written” and “in writing” shall mean by letter, fax or electronic transmission.

2. APPLICABILITY 1. These General Conditions shall be incorporated by reference in any Sales Order. Buyer’s agreement to enter into a Sales Order shall constitute such Buyer’s agreement to be bound by these General Conditions. These General Conditions together with the applicable Sales Order shall constitute the entire agreement between Alpha Wax and the applicable Buyer (the “Agreement”). These General Conditions shall prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted any purchase order or such terms and conditions. 2. Any amendments of or modifications to these General Conditions shall be binding only if expressly agreed in writing signed by both Parties. Any such amendments or modifications shall only apply to the applicable Agreement and shall not apply to any future Agreement entered into with such Buyer.

3. ORDER PROCEDURE 1. Any Offer shall be revocable at any time and for any reason, including, for the avoidance of doubt, an Offer containing a deadline for acceptance. An Offer for any Goods shall be deemed revoked if any or all of such Goods are sold to a third party prior to acceptance of the Offer by Buyer. 2. An Order shall not constitute a Sales Order unless and until Alpha Wax has sent a notice to Buyer confirming the receipt and acceptance of such Buyer’s Order by Alpha Wax. 3. Alpha Wax reserves the right to cancel a Sales Order in the event irregularities exist or occur with respect to the ordered Goods or if all or a portion of the Goods are unavailable. 4. Upon request by Alpha Wax, a Buyer shall pay the purchase price in advance of delivery of the Goods or provide a guarantee of payment to the satisfaction of Alpha Wax. Alpha Wax reserves the right to suspend delivery of the Goods if it determines in its sole discretion that Buyer’s financial condition so warrants. 5. An Order submitted by Buyer shall be carefully prepared, and shall include all necessary specifications, including but not limited to weight, volume and color. Alpha Wax shall not be liable for any errors in the specifications reflected in the Order. 6. Alpha Wax is and shall remain the rightful owner of existing and/or future intellectual property rights that exist or shall exist in any Goods manufactured and/or designed by Alpha Wax, including in the event that Buyer has cooperated or participated in such manufacturing or design process. Buyer shall not acquire any ownership interest in any of Alpha Wax’s intellectual property rights under the Agreement.

4. PRICE 1. Prior to delivery of the Goods to Buyer, any price or payment term reflected in an Offer, Order or Sales Order shall remain subject to change by Alpha Wax if a change in prices of materials, production costs, import duties, taxes, exchange rates for foreign currencies, transport costs or other costs relating to the production of the Goods warrants such change (as determined by Alpha Wax in its sole discretion). Buyer shall not be entitled to reimbursement or damages as a result of such change. 2. Unless stated otherwise, all prices listed or quoted shall be in U.S. dollars. 3. All prices are exclusive of, and Buyer is solely responsible for, and shall pay, and shall indemnify Alpha Wax from, and hold Alpha Wax harmless against, all taxes, excise or governmental charges, with respect to, or measured by, the manufacture, production, sale, storage, shipment, use or price of the Goods or raw materials from which the Goods are made (including interest and penalties thereon); provided, however, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Alpha Wax’s income, revenues, gross receipts, personnel or real or personal property or other assets unrelated hereto. Buyer shall provide Alpha Wax, upon request, with properly completed exemption certificates for any tax from which Buyer claims exemption. Alpha Wax may terminate any Agreement of which these General Conditions are a part on thirty (30) days written notice if prevented from passing any tax or charge through to Buyer, whether or not of the same class or kind listed above.

5. DELIVERY 1. Any shipping or delivery dates indicated by Alpha Wax shall be considered estimates only, and Alpha Wax shall have no liability to Buyer for any failure to complete delivery of Goods by the date indicated or for any damages incurred by Buyer in connection with such failure. 2. Delivery shall take place based on the basis of the Incoterms 2010 (the international rules for the interpretation of trade provisions) term specified in the Sales Order. 3. Alpha Wax reserves the right to deliver the Goods in multiple shipments. Each shipment shall be considered an independent transaction for purposes of payment, and payment shall therefore be made accordingly. 4. Alpha Wax retains the right to suspend delivery of Goods in the event any payment of Buyer is past due.

6. ACCEPTANCE OF THE GOODS Buyer shall promptly inspect and examine all Goods shipped hereunder prior to acceptance. Immediately upon discovery of any non-conformance, but in any event within seven days following delivery of the Goods, Buyer shall give Alpha Wax written notice specifying in detail such alleged non-conformance. Failure to timely provide such written notice shall constitute acceptance of the Goods by Buyer as of the date of shipment. Any resale, commingling, alteration or incorporation of the Goods by Buyer shall also be deemed acceptance of the Goods as of the date of shipment.

7. COMPLAINTS 1. Any dispute over a Sales Order shall not suspend Buyer’s obligation to make payment on such Sales Order when due. In addition, Buyer shall not be entitled to offset any payments otherwise due to Alpha Wax. 2. Goods may be returned to Alpha Wax only upon prior written agreement signed by both parties.

8. PAYMENT 1. Payment shall be due within 30 (thirty) days of the date stated on the invoice unless otherwise agreed in writing signed by both Parties. 2. Any overdue payment shall constitute a default of Buyer. Any overdue payment may be subject to a late payment charge of the lesser of (i) 1% of the invoiced amount per month and (ii) the highest amount permitted by applicable law. 3. All payments shall be made in full. Buyer shall not, and acknowledges that it will have no right, under the General Conditions, the Sales Order or any other agreement with Alpha Wax to withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Alpha Wax or any of its affiliates. 4. Buyer authorizes Alpha Wax to investigate Buyer’s creditworthiness and financial standing, Buyer will supply any financial information reasonably requested by Alpha Wax, Alpha Wax agrees to use reasonable efforts to hold such information confidential, and Alpha Wax reserves the right to require Buyer’s affiliates to guaranty payment on any Sales Order before, during or after fulfillment of any Sales Order.

9. SECURITY INTEREST 1. Buyer hereby grants Alpha Wax a security interest in all Goods specified in the applicable Sales Order to secure Buyer’s payment obligations hereunder. Buyer acknowledges that the security interest granted hereunder may be a purchase money security interest under applicable law. Alpha Wax may file a financing statement for such security interest and Buyer shall execute any such statements or other documentation necessary to perfect Alpha Wax’s security interest in such Goods. 2. Alpha Wax has the right, upon demand, to repossess Goods delivered hereunder if Buyer fails to make timely payment.

10. WARRANTIES AND LIABILITY 1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALPHA WAX AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, WITH RESPECT TO THE GOODS DELIVERED BY ALPHA WAX OR ANY OF ITS AFFILIATES. 2. Notwithstanding the foregoing, Alpha Wax warrants that the Goods delivered shall be in compliance with the specifications stated in the Sales Order. This warranty shall terminate as soon as the respective Goods have been processed or otherwise modified. 3. Promptly upon discovery of any alleged breach of the warranty contained in Section 10.2, Buyer shall provide written notice thereof to Alpha Wax in accordance with Section 7 above. 4. In the event Alpha Wax agrees that Buyer’s claim is valid, Alpha Wax shall either (i) replace the defective Goods without additional cost to Buyer or (ii) refund any payments made by Buyer with respect to the defective Goods. 5. ALPHA WAX SHALL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY BUYER, ITS CUSTOMERS OR ANY THIRD PARTY IN CONNECTION WITH THE SALE OF THE GOODS. 6. Notwithstanding the foregoing, any liability on the part of Alpha Wax arising hereunder shall not exceed the net amount stated on the respective invoice issued for the applicable Goods. 7. Buyer shall indemnify, defend and hold harmless Alpha Wax and its representatives, officers, directors, employees, agents, subcontractors, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under these General Conditions and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, “Losses”), arising out or resulting from any claim of a third party alleging (a) breach or non-fulfillment of any representation, warranty or covenant under/representation or warranty set forth in these General Conditions by Indemnifying Party; (b) any negligent or more culpable act or omission of Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under the Agreement; or © any bodily injury, death of any person or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party; or (d) any failure by Indemnifying Party to comply with any applicable laws and regulations.

11. FORCE MAJEURE In the event that war, fire, explosion, flood, accident, strike, riot, act or omission of any governmental authority, act of God or other contingency beyond the reasonable control of Alpha Wax causes cessation or interruption of its performance under a Sales Order and these General Conditions, performance by Alpha Wax shall be temporarily excused for the period of the disability, without liability.

12. INSOLVENCY Alpha Wax may terminate an Agreement or any other agreement with Buyer upon written notice if Buyer shall file a petition in bankruptcy or insolvency, or a petition for reorganization or adjustment of debts or for the appointment of a receiver or trustee of all or a substantial portion of its property, or shall make an assignment for the benefit of creditors, or if a petition in bankruptcy or other petition described in this paragraph is filed against Buyer and shall not be discharged within 30 days thereafter.

13. APPLICABLE LAW, DISPUTES 1. These General Conditions and any Sales Order shall be governed by and construed in accordance with the laws of the State of New York that apply to contracts made and performed entirely within such state. 2. Any controversy, dispute or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York City.

14. AMENDMENTS TO THE CONDITIONS These General Conditions may be amended or changed by Alpha Wax at any time without prior notice to any Buyer. Any such amendments shall be effective as of the date the revised General Conditions are published on the website www.alphawax.com. Buyer shall be informed of the amendments by way of a notice on such website. Alpha Wax shall forward the amended conditions to Buyer within a reasonable period of time. If any provision of these General Conditions is prohibited by applicable law or otherwise held to be invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the terms and provisions of these General Conditions shall remain in full force and effect.