General.  No other or different terms shall be binding on Cool Shield, Inc. unless specifically consented to in writing.  Orders and acceptances must be in writing, and can be by mail, fax or e-mail.

1.       Cool Shield, Inc. will make every reasonable effort to fill all orders promptly.  Cool Shield shall have the absolute right to refuse any orders, and/or to cancel any orders.

2.       All prices are quoted in US dollars and shall be payable in US dollars.

3.       All prices are quoted ExWorks, Warwick, Rhode Island, U.S.A. I.C.C. Incoterms 2000 definitions shall apply to all shipping terms used by Cool Shield, CUSTOMERS and DISTRIBUTORS.

4.       Full Delivery by Cool Shield shall be completed when the PRODUCTS subject to a specific order are placed in the possession of DISTRIBUTOR or CUSTOMER or its carrier.

5.       CUSTOMERS AND DISTRIBUTORS shall be responsible for all freight charges, insurance, documentation, and similar expenses unless otherwise agreed.  All bank related charges incurred when transferring payments are for the account of the CUSTOMER OR DISTRIBUTOR.

6.       Cool Shield shall have the right to require prepayment of any orders or to require other payment arrangements as the case may be.  Payment terms shall be stated on the final quotation.

7.       As all orders are customized, no products are returnable under any circumstances, unless specifications are not met or products are defective.  Orders may be cancelled or deliveries delayed only upon the condition that CUSTOMER or DISTRIBUTOR makes payment to Cool Shield for all work completed and materials in stream, on said order up to the time of cancellation.  No returns shall be accepted unless a Return Authorization is issued by Cool shield.

8.       Cool Shield reserves the right to over ship or under ship by 10% on all orders.  No shortage claim will be honored unless made within 7 business days after receipt of goods.

9.       These terms and conditions shall be incorporated by reference into all Cool Shield distributor and representative agreements.  In the event of any inconsistencies, these terms shall control.

Cool Shield, Inc. Standard Warranty and Liability Limitation

Cool Shield, Inc. warrants that products shall be delivered free from defects and shall meet customer specifications.  The company makes no other warranty express, implied nor statutory, including, but not limited to any warranty of merchantability or fitness for intended purposes.

Upon failure of customer or distributor to submit a warranty claim within ninety (90) days after receipt of products or in the event that goods are subjected to misuse, negligence, alteration, improper use or operated contrary to Cool Shield, Inc. product literature, this warranty shall cease.  In the event customer or distributor timely submits a claim for breach of warranty, the parties agree that customer’s or distributor’s sole and exclusive remedy shall be limited to the repair or replacement of such defective articles.  In no event shall Cool Shield, Inc. be liable for incidental or consequential damages.  It is agreed that Cool Shield, Inc. will not be liable for any damages resulting from non-delivery or late delivery of products.