1. Agreement. Buyer and Lewis Paper International, Inc. (“Seller”) agree that Seller will sell to Buyer goods or services from time to time, and that EACH ORDER THAT IS PLACED OR PURCHASE MADE (AND ANY AND ALL OTHER PURCHASES BY BUYER FROM SELLER) SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS OF PURCHASE SET OUT HEREIN (collectively referred to herein as the “Terms”). The Terms shall supersede all prior oral and written statements of any kind whatsoever made by the parties with respect to the subject matter hereof.
  1. No Alteration of Terms. The Terms are incorporated into the [quote]/[estimate] provided by Seller, the invoice, the bill of lading and any other writing provided by or to Seller (together, the “Sales Documents”). The Sales Documents constitute the complete agreement for the goods sold hereunder, and Seller shall not be liable for, or bound in any manner by, any other representations or statements unless expressly set forth within the Sales Documents. No modification of the Terms shall be of any force or effect unless in writing after the date of the invoice and signed by Seller. No modification or objection to the Terms shall be effected by the acknowledgment or acceptance of any other form of Buyer that contains differing or varying terms or conditions.
  1. Prices. Prices subject to change without notice.
  1. Custom Cutting. All custom cut orders are non-returnable.
  1. Return of Merchandise. Stocked merchandise must be returned within thirty (30) days of the date of purchase. Stocked merchandise returns will not be accepted without written approval of Seller. Non-stocked special order items are not returnable without written approval of Seller [and the manufacturer], and costs for all returns shall be assessed to Buyer. Costs for returning non-stocked merchandise may include a restocking charge, freight back and original freight. Non-stocked merchandise must be returned within thirty (30) days of the date of purchase. Special manufactured items are non-returnable.
  1. Cancellation of Orders. The order or orders covered by this Agreement may not be countermanded or cancelled or the shipment of goods delayed by Buyer without the consent of Seller, and only upon such terms as shall be acceptable and agreed to by Seller. In any such case, Buyer shall be responsible and liable for any additional costs incurred by Seller or any other loss sustained by Seller by reason of any cancellation or delay, including but not limited to, any loss or profit sustained by Seller.
  1. Limitation of Damages. No claim of any kind, whether as to goods delivered or for non-delivery of goods, shall be greater in amount than the purchase price of the goods sold hereunder in respect of which such damages are claimed, and failure to give notice of claim within sixty (60) days from date of delivery shall constitute a waiver by Buyer of all claims in respect of such goods. Furthermore, failure to bring suit within one year from date of delivery shall constitute a waiver by Buyer of all claims in respect of such goods. The remedy hereby provided shall be the exclusive and sole remedy of Buyer. Any right or claim of Buyer to consequential or incidental damages is expressly excluded.
  1. Dates of delivery are determined from the date of Seller’s confirmation of any oral agreement with Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular delivery date. Seller shall not be liable for failure or delay in shipping goods sold hereunder if such failure is due to an act of God, war, labor dispute, accident, fire, inability to obtain materials, act of terrorism, restraint by any government, order, directive, law or regulation of any federal, state, or local agency, embargo, restriction of transportation facilities, involuntary shutdown of Seller’s production facilities or any other cause of any kind beyond Seller’s control.
  1. Uniform Commercial Code. Except as otherwise set forth herein, the sale of goods hereunder shall be governed by the Uniform Commercial Code of the State of Illinois or other applicable state. Seller retains a purchase money security interest in the goods until Seller has received payment in full therefore. To secure payment of the balance of the purchase price, Buyer agrees at Seller’s request, to enter into a security agreement under which Seller will have a secured position and security interest in the goods and to sign a Financing Statement concurrently with the entry into any security agreement to be filed by Seller with the Secretary of State of Illinois or other applicable state. Buyer further agrees to execute such other documents as Seller may request to protect Seller’s lien under the Uniform Commercial Code of Illinois or other applicable state in any goods sold hereunder or any previously sold unpaid goods. In any action or lawsuit by Seller to enforce or collect payment of the amounts due from Buyer hereunder, Seller shall be entitled to recover from Buyer its reasonable attorney’s fees and costs.
  1. Payment. Unless otherwise specified, (a) payment is due upon final delivery and (b) invoices shall be payable thirty (30) days after receipt thereof.
  1. The amount of all present or future sales, revenue, excise or other taxes (including any interest and additions with respect thereto) applicable to the sale of goods hereunder shall be added to the purchase price and shall be paid by Buyer, whenever assessed.
  1. Applicable Law. The Sales Documents and the Terms shall be governed by the laws of the State of Illinois.
  1. Forum and Jurisdiction. Seller and Buyer hereby agree that any legal action deemed necessary by either party to the Sales Documents or Terms shall be brought in the Circuit Court in and for Cook County, Illinois or the federal district court for the Northern District of Illinois and hereby consent to the personal jurisdiction of such court in any such action over the parties hereto. If, contrary to the provisions of this paragraph, Buyer commences any legal action involving the Sales Documents or Terms in any forum other than those specified above, Seller shall be entitled to the dismissal of such action based upon the agreement of the parties contained in this paragraph.] / [ Any dispute arising out of the Sales Documents or Terms shall be resolved by binding arbitration before the American Arbitration Association in Chicago, Illinois. The award shall include reasonable attorneys’ fees to the prevailing party and be enforceable in any court having jurisdiction.
  1. Severability. If any covenant, term, or condition hereof or the application thereof to any circumstance or person shall, to any extent, be held invalid or unenforceable by any court of competent jurisdiction, the remaining valid and enforceable covenants, terms and conditions hereof and the application of such invalid or unenforceable covenant, term, or condition to circumstances or persons other than those as to which it has been held invalid or unenforceable shall not be affected thereby and each remaining valid and enforceable covenant, team, and condition shall be valid and enforceable to the fullest extent permitted by law.

Revised 05-22-08

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