1. EXCLUSIVE TERMS AND CONDITIONS. These General Terms and Conditions, in combination with any quotation and any order acknowledgment which may have been supplied by Seller (collectively the "Agreement"), are intended by the parties as the final expression of their agreement and are the complete and exclusive statement of the terms and conditions of that Agreement for all transactions between the parties. In the event of any conflict of terms between any quotation, order acknowledgement, purchase order, or any other form provided by Buyer or Supplier and these terms and conditions, the terms and conditions contained herein shall govern. If a purchase order or any other form supplied by Buyer states terms or conditions which are additional to or different from those set forth herein, this writing shall be deemed notification of objection to such additional or different terms or conditions. Acceptance of the conditions contained herein shall be considered to have occurred unless written notice of objection is received by Seller prior to shipment of goods or delivery of services. No modification or rescission of this Agreement shall be effective unless made in writing and signed by both parties, nor shall this Agreement be waived, modified, rescinded or altered by any subsequent course of dealing or performance between the parties. Buyer agrees that this Agreement will apply to all Products and Services purchased from Seller. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, warranties, understandings, negotiations, and agreements, whether written or oral, between the parties relating thereto. No representation, promise, inducement, affirmation of fact, or statement of intention made by Seller or any of Seller's employees, agents, or representatives that is not embodied in this Agreement shall be binding upon Seller or give rise to any claim, right, or cause of action by Buyer against Seller. Buyer acknowledges that it has not relied on any statement, representation, or warranty of Seller other than those expressly set forth in this Agreement. 2. PAYMENT. Unless otherwise stated on the face thereof, all invoices are due and payable as follows: 1% 10 Net 30. Invoices for products or services delivered under this Agreement are payable only in U.S. funds, unless specifically stated differently on the face of the invoice. Time is of the essence with respect to each payment. A service charge on any past due amounts may be charged by Seller at the lower of (i) 1.5% per month; or (ii) the highest rate permitted by law. Buyer hereby grants to Seller a security interest in all products provided hereunder ("Products") and in all proceeds thereof, until the complete purchase price and all additional costs and charges are paid by Buyer. At the request of Seller, Buyer hereby agrees to execute such documents reasonably required to perfect Seller's security interest in the Products. Buyer shall not be entitled to set off, recoup or withhold any payment, or any portion thereof, which is due. Credit shall be subject to the approval of Seller who reserves the right to alter the payment and credit terms and set a limit of credit. Each shipment shall be treated as a separate and independent contract but if Buyer shall fail to fulfill the terms of payment under any contract, the Seller, at its option, may terminate this Agreement, seek any and all remedies to which Seller may be entitled, and terminate any further deliveries of products or services to Buyer under any agreement with Buyer, until payment shall have been made. Buyer agrees that Seller shall be entitled to recover from Buyer all of the reasonable costs and expenses of collection, including attorney's fees, which may be incurred by Seller in enforcing any obligation under this Agreement, including payment.
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