Joram Corporation, dba Mold In Graphic Systems® General Terms & Conditions

March, 2018

1) GENERAL

These General Terms and Conditions (“Terms”) apply to any and all products of Joram Corporation, dba Mold In Graphic Systems (“Mold In Graphic Systems” or “Seller”) purchased or used by any person, entity or other organization acquiring those products (“Purchaser”).  Seller makes various types of graphic transfers and Surface Enhancer products (jointly referred to as “Products”).  These Terms supersede any contrary provisions in any documents, including but not limited to any past, present or future purchase orders and/or any written or oral communications with any Purchaser.  Purchaser accepts the terms and conditions of this document as a condition of receiving and/or using any Products from Seller.

2) DELIVERY

To the extent reasonably possible, Seller will attempt to ship  Products to Purchaser by the requested shipment date and/or in time to meet any requested delivery date in any Purchase Order.  Seller’s normal production lead-time is approximately twenty to twenty-five (20-25) business days from when the Purchase Order is received by Seller.  Seller cannot control actual in-transit shipping times.  Production schedules can vary due to a variety of reasons and, therefore, shipment and delivery dates cannot be guaranteed.

Unless otherwise stated in these Terms, the delivery terms will be F.O.B. Seller’s warehouse.  Purchaser may specify to Seller the carrier Purchaser desires to carry the Products in writing at least seven (7) business days prior to shipment.  Seller will use good faith efforts to use Purchaser’s requested carrier.  If no carrier is specified (or use of such requested carrier is not reasonably practicable), Seller may select any recognized common carrier without responsibility or liability to Purchaser for such selection.  Seller shall have no obligation to arrange for any valuation of the Products being shipped over and above the standard valuation provided in the carrier’s tariffs or other rate schedules at the lowest rates of carriage.  Purchaser acknowledges that the risk of loss shall pass to Purchaser upon the common carrier taking possession of the Products and that Purchaser shall have the sole responsibility to insure the Products against loss and/or make any special arrangements or valuations with the carrier.

3) TERMS OF PURCHASE AND PAYMENT

Upon request, Seller will provide Purchaser with a written quote following confirmation of size and color information from Purchaser.  The quote provided will include MOQ and price structure based on purchase volumes.  Prior to placing an order, Purchaser must sign and return Seller’s Non-Disclosure Agreement (“NDA”) before the customer account can be set up.  Seller requires a formal Purchase Order in writing. Seller does not acknowledge “forecast” as a purchase commitment. Seller will provide Purchaser confirmation by email that formal Purchase Order has been received and is being processed.  Order shipments to Purchaser can be staggered if they are part of a 90-day blanket Purchase Order.  The provisions of these terms supersede any contrary provisions in a Purchase Order.

Payment terms:  All orders are Cash In Advance, unless Purchaser is approved by Seller in writing in advance for Net 30 payment terms.

4) PROOF APPROVAL

There is a proof approval process that must be completed by both Seller and Purchaser prior to the start of the initial production of Products by Seller.  The proof approval process includes, but is not limited to:  confirmation of material type and the material color that the Products will be applied to and confirmation of any items related to compliance of the finished part.  Any Purchaser supplied art will need to be reviewed by Seller and prepared for processing.  Prior to production Purchaser will receive a digital proof approval from the Seller.  Once the Purchaser provides proof approval and ink match is complete, production will be scheduled by Seller.  Proof approval is the process for Purchaser’s pre-production Products inspection approval.  NOTE:  Colors may not match Pantone colors specified on various color monitors or printers.

5) GRAPHICS OR PRODUCT TECHNICAL SPECIFICATION

Mold In Graphic Systems Surface Enhancer Products and Graphic Transfer Products are intended for application to polyolefin materials. All Mold In Graphic Systems Products are comprised of compatible pigmented material instead of ink.  Proper application may require variations in time, temperature, and pressure.  Purchaser and Seller understand these settings will impact performance of the Products.  Purchaser is solely responsible for proper application.  Upon proper application, Mold In Graphic Systems Products will fuse to become a permanent part of the polyolefin product they are applied to.  As a result, after proper application, the Products will be bound by the same molecular properties as the polyolefin part itself including some color fade and chalking over time.

GRAPHIC TRANSFER PROCESS CONSIDERATIONS: The color of a Mold in Graphic Systems Graphic Transfer in its raw material form may appear different prior to fusion with polyolefin part. Slight color shift may occur when using a light colored Graphic Transfer on a dark colored part. Various in the customers plastic can also contribute to color shift.

Graphic Transfer Products made to meet specific regulatory compliance may limit color pallet and exact color match, while reducing light fastness and weather ability.

6) SHORTAGES AND OVERAGES

Mold In Graphic Systems has established a 5% manufacturing policy which means that we occasionally experience shortages or overages on custom order quantities due to normal manufacturing processes.  By placing a purchase order, you acknowledge, understand and accept that your orders may be over or under by a maximum of 5% (though we normally print extra Products for each job).  In the event that we produce less than you ordered (within our 5% policy) we will adjust your invoice accordingly.  NOTE:  When placing an order, please make sure you don’t leave yourself in a situation where your business is negatively impacted by a shortage of Products.

7) LIMITED WARRANTY, DISCLAIMER, AND WAIVER OF CLAIMS

MOLD IN GRAPHIC SYSTEMS® graphic products include The MIG® 5 Graphic, The MIG® HTM Graphic and The MIG® Mold On Graphic®, and MOLD IN GRAPHIC SYSTEMS® Surface Enhancer products include Surface Enhancer® 360 Spray, Surface Enhancer® Gel, Patch ‘N Go®, PL-S®, RMC3®, Resin Tack MIGS® Adhesive, MOGS Adhesive, MIGS® Color In Systems® and  MIGS® Color On Systems®.  We are pleased to present you with this Limited Warranty, Disclaimer, and Waiver of Claims (“Limited Warranty”).

(a) The terms of this Limited Warranty state the entire obligation of Joram Corporation, dba MOLD IN GRAPHIC SYSTEMS® (hereinafter referred to as “MIGS®”), or its successors and assigns with respect to the Products.

●        For the purposes of this Limited Warranty being provided to you (referred to herein as “Purchaser”), the Products are supplied as a raw material component which is applied to a rotational mold or a polyolefin product by Purchaser.  MIGS® provides a limited warranty that the Products meet technical specifications as tested and verified by the Purchaser at the time of delivery with the understanding that the Purchaser has independently determined the suitability of such Products for such intended application.

●        Purchaser acknowledges and agrees that MIGS® shall have no liability or responsibility whatsoever to Purchaser, Purchaser’s customers, secondary processors, the customers of such secondary processors, or any other person in the event that the Products are utilized in an application other than that which was intended by Purchaser as of the date thereof.

(b) The Products are manufactured to known color standards (Pantone, RAL) within an agreed upon color variation known as “color tolerance”; accordingly, some color variations will occur from graphic to graphic, product to product and production lot to production lot, and provided that such Products are manufactured in compliance to such “color tolerance”, such Products shall be considered to be “complying graphic or product” as such term is defined by MIGS®.

●        As MIGS® has no control over subsequent usage of the Products, molding equipment, or application parameters including such variables as graphic transfer pressures, product application techniques, rotational mold/polyolefin product conditions, and cure cycle times and temperatures that can have significant impact on the finished product, MIGS® does not provide and expressly disclaims any warranty obligation pertaining to the durability of the Products for any period.  Once the Products are transferred or applied to any mold or substrate, MIGS® makes no warranty of any kind.

●        Provided that the  graphic transfer products have been properly stored in accordance with the following MIGS® storage requirements:

o   The products should not be pressed or stacked upon.

o   The products should be stored in a climate controlled environment at a temperature between 10c – 35c (50F – 95F).

o   The products should not be stored in direct sunlight.

o   The products should not be stored near chemicals or solvents.

o   Partially used products need to be placed in a protective storage container.

Graphic transfer products should not have been subjected to accident, mistreatment, abuse, alteration or use beyond MIGS® specification and further upon Purchaser giving MIGS® the Item Code, Item Description, PO Number and ID Number affixed to packaged graphic bundles delivered to Purchaser, and prove that the storage requirements have been met along with complete access to defective graphics and records to investigate the cause of the declared non-conformance, MIGS® warrants for a period of 12 months from the date of manufacture that such graphic transfer products will be free from non-conformance in material and workmanship and will comply to MIGS® specifications. If MIGS® sells or provides prototypes or samples to Purchaser, such prototypes or samples shall not be covered by these terms and conditions, are sold or provided “as is” with no warranties whatsoever, and shall not constitute the basis of any present or future warranty from MIGS®.

●        Provided that the Surface Enhancer products have been properly stored in accordance with the following MIGS® storage requirements:

o   The products should be stored in a climate controlled environment at a temperature between 10c – 35c (50F – 95F).

o   The products should not be stored in direct sunlight.

o   The products should not be stored near other chemicals or solvents.

o   That opened non-aerosol product containers are sealed tightly.

Surface Enhancer products should also not have been subjected to accident, mistreatment, abuse, alteration or use beyond MIGS® specification and further upon Purchaser giving MIGS® the Item Code, Item Description, PO Number and ID Number affixed to packaged Product delivered to Purchaser, and prove that the storage requirements have been met along with complete access to defective products and records to investigate the cause of the declared non-conformance, MIGS® warrants for a period of 12 months from the date of manufacture that such Surface Enhancer products will be free from non-conformance in material and workmanship and will comply to MIGS® specifications. If MIGS® sells or provides prototypes or samples to Purchaser, such prototypes or samples shall not be covered by these terms and conditions, are sold or provided “as is” with no warranties whatsoever, and shall not constitute the basis of any present or future warranty from MIGS®.

(c) MIGS® expressly disclaims any liability of any kind whatsoever, whether for negligence, product liability, strict liability or otherwise.  Any damages of any tort, contract, breach of any expressed or implied warranty, or any other type of claim, that by operation of law survives this Limited Warranty, are expressly limited at MIGS® election to repair or replace such defective Products, should any of the Products fail to conform with MIGS® specification and such limited warranty.

●        Notwithstanding the foregoing, Purchaser acknowledges and agrees that upon delivery, but in all events within seven (7) days of receipt, Purchaser shall promptly inspect all Products and promptly notify MIGS® with specificity in writing of:

o   The existence of any patent defects or non-conforming Products and,

o   The failure of the shipment of the Products to conform to MIGS® specifications.

Purchaser acknowledges and agrees that if Purchaser fails to give notice required by the previous sentence, it shall be conclusively inferred that other than with respect to underlying defects which could not practicably be determined by physical inspection, the Products as delivered were:

o   free and clear of any patent defects,

o   a “complying graphic or product” as such term is defined by MIGS® specification,

o   on time to request and,

o   otherwise in compliance with the terms of this limited warranty.

●        Products are made from polyolefin materials.  Successful application of the Products requires that application components (e.g. graphic transfer pressures, product application techniques, rotational mold/polyolefin product conditions, and cure cycle times and temperatures) be in compliance with MIGS® technical specifications for proper application that results in complete fusion of the Products to substrate.  Purchaser understands that MIGS® technical specifications impact  the Products performance. Upon request, MIGS® will provide free phone and/or email technical assistance to Purchaser on the proper application of the Products.  On-site assistance is also available at a mutually agreeable fee to Purchaser.

●        Once the application process has been initiated by Purchaser, MIGS® no longer has control over the conditions to which the Products will be exposed and used under (e.g. application guidelines, operator error, temperature, environment, substrate, chemicals, etc.).  As a consequence, MIGS® offers no warranty and cannot be held liable for the Products once the application process has commenced.

THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, PROVIDED WITH THE PRODUCTS.  THE PRODUCTS PROVIDED BY MIGS® ARE NOT WARRANTED AS SUITABLE FOR ANY PARTICULAR PURPOSE PARTICULAR TO THE PURCHASER’S USES AND APPLICATION.  IT IS THE PURCHASER’S RESPONSIBILITY TO DETERMINE, IN THE PURCHASER’S SOLE JUDGMENT, THE SUITABILITY OF THE PRODUCTS FOR ANY PURPOSE PARTICULAR TO THE PURCHASER.  MIGS® ASSUMES NO RESPONSIBILITY FOR THE SELECTION OR FURNISHING OF PRODUCTS SUITABLE TO THE INDIVIDUAL NEEDS OF THE PURCHASER.  MIGS® MAKES NO WARRANTY OF MERCHANTABILITY OR OF THE FITNESS OF THE PRODUCTS FOR ANY PURPOSE.  THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF.  THE PURCHASER ASSUMES ALL RISKS OF PERSONAL INJURY OR PROPERTY DAMAGE FOR THE USE OF THE PRODUCTS. IN NO EVENT SHALL MIGS® BE RESPONSIBLE FOR EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, CLAIMS FOR LOST PROFITS, CLAIMS FOR SCRAP PRODUCT OR PRODUCTION LINE DOWNTIME.

BY PURCHASING ANY PRODUCTS, PURCHASER EXPRESSLY WAIVES ANY AND ALL CLAIMS OR POTENTIAL CLAIMS WHICH MAY ARISE AGAINST MIGS®, WHO SHALL NOT BE LIABLE IN ANY WAY FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATING TO THE USE OF THE PRODUCTS AND/OR FOR ANY KIND OF ALLEGED DEFECT IN THE PRODUCTS, INCLUDING ANY OF ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES OR EMPLOYEES, ARISING OUT OF OR RELATING IN ANY WAY TO PURCHASER’S USE OF THE PRODUCTS, INCLUDING ANY AND ALL POTENTIAL CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND BREACH OF AN EXPRESSED OR IMPLIED WARRANTY OF ANY KIND, AND PURCHASER EXPRESSLY RELEASES SELLER AND ALL OF ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES FROM ANY SUCH CLAIMS.

●        If any part of this Limited Warranty shall be invalid or unenforceable, then the remaining provisions of this document shall remain in full force and effect.  This Limited Warranty is governed by the laws of the State of Arizona and any other applicable federal law.  By using the Products, Purchaser consents to bring any and all disputes arising out of or relating to the use of the Products in Arizona state court in Yavapai County, Arizona or in a federal court of competent jurisdiction in Arizona.  By using the Products, Purchaser demonstrates its acceptance without modification of the terms, conditions, and notices contained in this Limited Warranty.

●        MIGS® reserves the right to modify this Limited Warranty at any time.

8) LIMITATION OF LIABILITY

Notwithstanding any provision herein to the contrary, and other than as otherwise expressly set forth herein, Purchaser acknowledges and agrees that Seller shall have no liability to Purchaser in connection with the products in excess of the total amount of consideration paid to Seller hereunder.  No action shall be brought by Purchaser for any breach of any contract arising or resulting from this Agreement more than one year after the cause of action therefor accrues.

9) FORCE MAJEURE

Seller shall not be liable for any failure or delay in performance for the period that such failure or delay is due to causes beyond its control, such as but not limited to War, Acts of God, Forces of Nature, fire, earthquakes, drought, floods, acts of terrorism, strikes and any other matters beyond Seller’s reasonable control.

10) CONFIDENTIAL INFORMATION

Seller’s processes, procedures, composition and material configuration of and for all products  are the confidential and proprietary information of Seller.  Confidential information of Seller also includes, but is not necessarily limited to: any and all information regarding the Company’s manufacturing processes, procedures, methods, and means for applying raw material products and/or raw materials to a product or rotational mold.  Purchaser shall not analyze, decompile, or reverse engineer or cause a third party to analyze, decompile or reverse engineer any of the raw material products and/or raw materials for any purpose. Confidential information shall remain confidential unless and until it becomes publicly known through no fault of Purchaser.