Terms & Conditions of Sale

Spero Partners, LLC (“Seller”)

Contract. These Terms and Conditions of Sale are collectively referred to herein as the “Terms.” Seller’s Order Acknowledgment and these Terms are collectively referred to as the “Contract.” All orders accepted by Seller are entered on the condition that Buyer accepts, enters into and will comply with the Contract unless otherwise agreed to by Seller in a signed writing. Any attempt by Buyer to alter, omit or add any term or condition to those stated in the Contract shall be deemed a counteroffer and is rejected by Seller. Without limiting the generality of the foregoing, if the Order Acknowledgment has been signed by Buyer or Buyer takes delivery of any product or goods identified in the Order Acknowledgment, such signature or delivery confirms Buyer’s agreement to the terms of the Contract and any amendment or supplement thereto issued by Seller.
Products. All products or goods identified in the Order Acknowledgment or otherwise referred to in the Contract are referred to herein as the “Products.” The Contract (together with any schedules or other documents expressly incorporated by reference in the Contract) contains the entire and exclusive agreement between the parties regarding the sale and purchase of the Products. Any provisions or conditions (including those contained in any purchase order or acknowledgement issued by Buyer) which are in any way inconsistent with or in addition to (except for additional shipping instructions specifying quantities and delivery schedules, issued or agreed to by Seller) shall not be binding. NO waiver, alteration, or modification of the Contract shall be valid unless made in writing signed by Seller.
Payment. Terms of payment shall be as set forth in the Order Acknowledgement. If no terms of payment are set forth in the Order Acknowledgement, then payment is due from Buyer to Seller net 30 days from the date of invoice. Payment of the full amount of each invoice shall be made to Seller, delivered to the address indicated on the invoice, in United States currency. Buyer shall not deduct or offset from the amount stated in Seller’s invoice any amount alleged by Buyer to be due to it upon any claim for breach of performance or warranty. Buyer shall not be given a discount for early payment unless expressly offered by Seller in its invoice.
Taxes. In addition to the purchase price, Buyer shall pay all sales, use, excise, or similar governmental taxes and/or charges of every kind (excluding any tax based on Seller’s income) attributable to the production, processing, transportation, storage, delivery, and/or sale of the Products. Buyer shall provide Seller, on request, with properly competed exemption certificates for any tax from which Buyer claims exemption.
Delivery and Shipping Costs. The terms of delivery shall be as set forth in the Order Acknowledgement. Unless otherwise, expressly provided in the Order Acknowledgment: Buyer shall pay, in addition to the purchase price, all delivery, shipping, freight and insurance costs incurred in transporting and delivering the Products to Buyer or the designated destination; risk shall transfer to Buyer at the point of shipment; and Seller shall select the carrier, at Buyer’s expense and risk, and such carrier shall not be the agent of Seller and it shall have no liability for any delay or for any damage occurring in loading, shipment or delivery. If the Order Acknowledgement provides that the delivery will be F.O.B. Seller or its supplier, then Seller shall, at its expense and risk, transport the Products to the place of shipment and Buyer shall, at its sole cost and expense, transport the Products from such place of shipment to Buyer’s place of business of designated destination.
Financial Insecurity. If it at any time the financial security or responsibility of Buyer, or the credit risk involved, is deemed unsatisfactory to Seller, it may require cash payment in full prior to delivery or may require security prior to subsequent shipments or deliveries hereunder. The election by Seller to require such cash payment or security shall not impair the obligation of Buyer to take and pay for the Products.
Delays. All stated delivery dates are estimates. Buyer agrees that time is not of the essence with respect to delivery of the Products. Buyer acknowledges and agrees that Seller is not a manufacturer and, therefore, all orders accepted by Seller are subject to Seller’s ability to obtain the Products from Seller’s chosen supplier as well as shipments applicable thereto, subject to the then current manufacturing schedules of Seller’s supplier(s), supply chain delays, and government regulations, orders, directives, and restrictions (“governmental action”) that may be in effect from time to time. Buyer agrees that Seller will not be liable for any delay in the performance of orders or contacts, or in the delivery or shipment of the Products, or for any damages suffered by Buyer by reason of such delay, if such delay is attributable to Seller’s supplier, supply chain delay, governmental action or is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, governmental interference of embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, delays in manufacture, or any other cause or causes (whether or not similar in nature to any of these specified) beyond Seller’s reasonable control.
Product Variation and Nonconformity. All Products furnished by Seller are to be within the limits and of the sizes published by Seller and subject to Seller’s standard tolerances for variations. In the event that any of the Products are alleged by Buyer to be defective due or alleged to fail to meet the written specifications accepted by Seller, Buyer shall not return the Products. Buyer shall, instead, notify Seller immediately, fully stating the nature and extent of the defect or failure, and Seller will, at Seller’s election, either repair or replace the Products or make an appropriate adjustment in the purchase price, but under no circumstances shall Seller be liable for consequential or other damages, losses, or expenses in connection with or by reason of the use of or inability to use the Products purchased for any purpose. Upon Seller’s request, Buyer shall return any defective or unsatisfactory Products as a condition to Seller’s replacement of the defective or unsatisfactory Products or any adjustment in the purchase price.
Exclusion of Express and Implied Warranties. Any advice provided by Seller, its technical staff, or its supplier(s) or their staff is provided only as a courtesy and is not a warranty or guarantee, is not controlling, and does not constitute any form of assurance or supervision regarding the manufacture, fabrication, installation or use of the Products, before or after their sale, and Seller does not warrant or guarantee such advice. NO WARRANTY OR GUARANTEE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, IS MADE BY SELLER. ALL SUCH WARRANTIES OR GUARANTEES ARE HEREBY EXCLUDED AND DISCLAIMED BY SELLER.
Limitation of Liability. In the event of any proven or alleged breach by Seller of its obligations to Buyer with respect to the sale of the Products, BUYER AGREES THAT SELLER SHALL IN NO EVENT BE LIABLE FOR LOST PROFITS, CONSEQUENTIAL DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES OR PUNITIVE DAMAGES. Under no circumstance shall Seller be liable for or asked to pay any amount in excess of the purchase price paid to Seller for the Products.
Breach by Buyer. In the event that (i) Buyer fails to pay the purchase price for the Products or any other monetary sum payable by Buyer under the Contract when due, (ii) Buyer files a petition, or has petition filed against it under any provision of the federal Bankruptcy Code or under any stale insolvency law, or (iii) Buyer breaches any term of the Contract or any other obligation in favor of the Seller, then, in addition to all other remedies, including without limitation those available under the Uniform Commercial Code: Seller may suspend any or all further shipments or other performance under the Contract and any other contractual obligation of Seller to Buyer; all outstanding indebtedness of Buyer to Seller shall be immediately due and payable; and Seller may terminate the Contract and any other contractual obligation to Buyer. In the event that any amount owed by Buyer is the subject of collection actions, Buyer agrees to pay all costs and expenses of collection incurred by Seller, including but not limited to court costs and reasonable attorney fees, at any time prior to Seller’s receipt of payment of all amounts due to it pursuant to Seller’s invoice and/or any judgment entered against Buyer.
Special Orders. If Seller accepts an order for any Product that will be manufactured to meet Buyer’s particular specifications or requirements and is not part of Seller’s standard line offered by it to the trade generally in the usual course of Seller’s business, Buyer shall indemnify, defend, protect, and hold harmless Seller against all claims, demands and suits, at law or in equity, and from all cost, expense and damages, to include but not be limited to and demands and suits for actual or alleged infringement of an United States, foreign patent or other intellectual property right, and for actual or alleged breach of contract to include but not be limited to contracts protecting confidential or proprietary information.
Applicable Law and Forum. Buyer agrees that this transaction and any action to enforce this Contract shall be governed by the laws of the State of Michigan, notwithstanding any choice of law provisions to the contrary. The parties agree that any action taken to enforce this Contract shall be