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Terms and Conditions of Sale

VISION STATEMENT: Reade International Corp. (the Seller), dba Reade Advanced Materials and Reade Metals & Minerals, appreciates the opportunity to serve you and will continually strive to meet your particular needs and assist in resolving any problem. We want your order to be satisfactory and request that any problem be brought to our attention immediately. Your confidence and satisfaction are our primary goals.

PRICES: Prices apply for quantities shipped at one time (partial shipments at the Seller's convenience) unless otherwise negotiated and in writing between Buyer and Seller. Prices are subject to change without notice. Orders are subject to final acceptance by the Seller at the prices in effect at the time of shipment. Seven business day notice by the Buyer to the Seller of order cancellation is required to avoid penalties.

STANDARD PAYMENT TERMS: Payment in United States Dollar (USD) is due within 30 days from the date of shipment unless otherwise negotiated and agreed to in writing by both parties. A 1.5% monthly late charge will be levied on past due account balances. If payment is made by wire transfer, all bank charges shall be at customer's expense; a USD 25.00 service charge will be added to the invoice.

REMITTANCE: All remittances hereunder, including interest payments, shall be made payable in USD to the Seller by cash or check without deduction for exchange fluctuations, customs or foreign government assessments (taxes, stamps, or similar charges). The Seller also presently accepts credit cards (VISA, MasterCard and American Express), bank to bank and EFT.

NEW CUSTOMERS: Payment terms for all first time customers are: Prepayment via wire transfer or certified check. Credit card (VISA, MasterCard , American Express). Unless credit has been previously approved. New customers who wish to open an account with the Seller must send three trade references as well as bank information including account number & account executive. Please furnish all fax numbers, phone numbers, federal ID number and sales tax resale number. All information should appear on company letterhead.

PRODUCT AVAILABILITY: Subject to prior sale and confirmation upon receipt and/or acceptance of order.

APPLICABLE TAXES, EXCISES OR OTHER CHARGES: The Buyer shall reimburse the Seller for all taxes, excises or other charges which the Seller may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the products sold hereunder.

SPECIAL TERMS OF PAYMENT: In the event Buyer fails to fulfill Seller's terms of payment, or in case Seller shall have any doubt at any time as to Buyer's financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security. It is mutually agreed with the Buyer that the Seller has the right to be reimbursed by the Buyer in a timely fashion for all collection and attorneys fees on past due accounts that are referred to an attorney for collection.

SPECIAL ORDERS: It is further understood and agreed between Buyer and Seller that if this agreement covers products (or materials) that must necessarily be manufactured especially for Buyer and is suspended or terminated for any reason, Buyer will take delivery of and make payment for such products as have been completed or in inventory and such as are in process on the date notice of the suspension or termination is received by Seller; provided, that if Buyer for any reason cannot accept delivery of such products, he will make payment therefore as though delivery had been made and Seller will store such products for Buyer's account and at Buyer's expense for only a reasonable time frame.

NON-DELIVERY: If for any reason Seller is unable to supply the total demand for products (or materials) specified herein, Seller may distribute its available supply among any or all purchasers, as well as departments and divisions of Seller, on such basis as it may deem fair and practical, without liability for any failure of performance which may result there from.

FREIGHT TERMS: Incoterms 2010 apply for all orders shipped or purchased by READE. When terms are F.O.B. Origin, Seller's liability ceases upon delivery to the initial carrier. When terms are F.O.B. Destination within the North America, Seller's liability ceases upon initial delivery onto the Buyer's receiving dock. When terms are F.A.S. port of exit, Seller's liability ceases upon delivery alongside vessel at port of shipment. When terms are C.I.F. foreign destination, Seller's liability ceases upon passage of ship's rail at port of shipment. When terms are Ex-Ship foreign port, Seller's liability ceases on leaving ship's tackle at the foreign port.

SHIPPING TERMS: Shipping, special packaging, insurance (if requested) and handling charges within the USA are normally prepaid by the Seller and added to the invoice unless other instructions are clearly stated on the Buyer's written purchase order.

WEIGHT OF SHIPMENTS: Weight of all shipments shall be determined at point of shipment by ascertaining the gross and tare weight of each bulk container. Claims on account of weight will be allowable only (1) if for one-half of one percent (1/2%) or more of entire contents of all shipments except bulk rail cars and trucks on which claims shall be allowable only if for one percent or more of entire contents, (2) if made within ten (10) days after receipt at destination, (3) if supported by certified railroad scale tickets in the event of bulk car shipments, and (4) if the Buyer proves to satisfaction of the Seller that the container in question was entirely emptied.

RETURN POLICY: Any request for return of merchandise shall be at the sole discretion of READE subject to its approval and subject to inspection. All returned materials approved by Reade for return will be subject to a restocking fee. If the materials are shipped in hopper cars furnished by Seller, a detention charge independent of and in addition to any demurrage charged by the railroad company shall be payable to Seller as follows: a free time of fourteen (14) consecutive calendar days following the arrival at Buyer's rail siding will be allowed for unloading each car, and therefore the aforementioned detention charge at Seller's current rate for each twenty-four (24) hours or fraction thereof shall be payable to Seller. If materials are shipped in tank trucks or hopper trucks furnished by a carrier, all charges made by the carrier for detention at destination shall be for Buyer's account and shall be payable to Seller. Subject to a restocking fee and product inspection upon return, READE will accept unopened regular production product manufactured under CGMP and to USA FDA 21 CFR Regulation only for a 30 day period after our shipment date.

CLAIMS FOR DAMAGES: The Seller wants your shipment to be received in good condition. The signature of the Buyer or his representative employee on the transportation document confirms that fact. Please have the transportation agent note any damage or shortage on the receiving document so any claim can be handled accurately. When received, the Buyer should check the goods immediately. The Seller wants to correct errors; however, the responsibility is the Buyer's if the product is used or damaged by improper use. No claim of any kind, whether as to products (or materials) delivered or for non-delivery of products, and whether or not based on negligence, shall be greater in amount than the purchase price of the products in respect of which damages are claimed; and failure to give notice of claim within thirty (30) days from date of delivery or the date fixed for delivery (in the case of non-delivery), shall constitute a waiver by Buyer of all claims in respect of such products. No charge or expense incident to any claims will be allowed unless approved by an authorized representative of Seller. Products shall not be returned to Seller without Seller's prior permission, and then only in the manner prescribed by Seller. THE REMEDY HEREBY PROVIDED SHALL BE THE EXCLUSIVE AND SOLE REMEDY OF BUYER, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY.

PERFORMANCE OR NON-PERFORMANCE LIABILITY: No liability shall result from delay in performance or non-performance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to, Act of God, fire, explosion, flood, war, act of or authorized by any Government, accident, labor trouble or shortage, inability to obtain material, equipment or transportation. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. Seller shall have no obligation to purchase supplies of the products (or materials) specified herein to enable it to perform this agreement.

TECHNICAL ASSISTANCE: At Buyer's request, Seller may furnish such technical assistance and information as it has available with respect to the use of the products (or materials) covered by this agreement. Unless otherwise agreed in writing, all such technical assistance and information will be provided gratis, and Buyer assumes sole responsibility for results obtained in reliance thereon.

WARRANTY: Seller warrants that the products (or materials) delivered hereunder meet Seller's specifications as stated on our written quotation to Buyer for the products or such other specifications as may have been expressly agreed to herein. SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. Buyer assumes all risk and liability resulting from use of the products delivered hereunder, whether used singly or in combination with other products.

PROPER USE & HANDLING OF GOODS: Buyer acknowledges that it has received and is familiar with Seller's labeling and literature concerning the products (or materials) sold hereunder and will forward such information to its employees, who handle, process or sell such products and customers of such products, if any. The Seller requests that the Buyer very carefully read the Safety Notice document located in this website

PATENT INFRINGEMENT: Seller warrants that the use or sale of the products (or materials) delivered hereunder will not infringe the claims of any United States patent covering the products themselves; but does not warrant against infringement by reason of the use thereof in combination with other products or in the operation of any process.

FAIR LABOR STANDARDS ACT: Seller warrants that all products (or materials) delivered hereunder were produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended.

GOVERNMENT RESTRICTIONS: If any Government action should place or continue limitations on the price provided for in this agreement such that it would be illegal or against public or Government policy for Seller to charge, assess or receive the full amount of or to increase such prices as determined by this agreement, then Seller shall have the option (1) to continue to perform under this agreement subject to such adjustments in prices that Seller may deem necessary to comply with such Government action, (2) to revise this agreement, subject to Buyer's approval, in order to most nearly accomplish the original intent of this agreement, or (3) to terminate performance of the affected portions of the agreement without liability for any damages.

SPECIAL CONDITIONS OF SALE: In addition to the Standard Conditions of Sale set forth herein, any Special Conditions of Sale set forth in Seller's written price quotations for the products (or materials) covered by this agreement shall apply and are incorporated by reference herein.

ASSIGNABILITY: This agreement is not assignable or transferable by either party, in whole or in part, except with the prior written consent of the other party.

SUMMARY STATEMENT: This document contains all of the terms and conditions with respect to the sale and purchase of the products (or materials) sold hereunder. These terms and conditions supersede any of previous date and no modifications thereof shall be binding on Seller unless separately contracted in writing and agreed to by a duly authorized representative of Seller. No modification shall be affected by the acknowledgment or acceptance of purchase order forms stipulating different conditions. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this document by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated and, in the absence of such notification, the Buyer's acceptance of the products shall be equivalent to Buyer's assent to the terms and conditions hereof. Waiver of either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.

APPLICABLE LAW: The laws of the State of Rhode Island in America and the decisions of its courts shall be the exclusive place of jurisdiction with respect to any question or controversy which may arise hereunder from disputes or transactions with the Seller.

EFFECTIVE DATE: 1 October 2009