Royal Cup Standard Terms and Conditions

The following Terms and Conditions ("Terms") apply to transactions that do not have a written agreement, duly executed by both parties. If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties.

In the absence of such a written agreement, duly executed by both parties, these Terms provide you ("Buyer") with the guidelines and legal stipulations of your order ("Order") with Royal Cup Inc. ("Seller") for the goods and/or services that are described on the face of the Order.

1. Acceptance. This Order may be accepted by delivering the goods or services by the specified delivery date. This Order is limited to the terms and conditions: (i) specified herein; (ii) or, if applicable, specified in Buyer’s written agreement with Seller. Buyer shall inspect the products received within five (5) days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the products ordered unless it notifies Seller in writing of any Nonconforming Products (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Products" means only the following: (i) the Product shipped is different from that identified in this Order or as ordered by Buyer; or (ii) the product’s label or packaging incorrectly identifies its contents. The quantity of any shipment of products as recorded by Seller at delivery shall be conclusive evidence of the quantity received by Buyer on delivery unless Buyer provides conclusive evidence proving the contrary.

If Buyer timely notifies Seller of any Nonconforming Products, Seller shall replace such Nonconforming Products with conforming Products. Buyer shall ship, at Seller’s expense, the Nonconforming Products to Royal Cup’s facility located at 160 Cleage Drive, Birmingham, Alabama. Seller shall, after receiving Buyer’s shipment of Nonconforming Products, ship to Buyer, at Royal Cup’s expense and risk of loss, the replaced products. BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER’S EXCLUSIVE REMEDIES IN CONNECTION WITH THE DELIVERY OF NONCONFORMING PRODUCTS.

2. Compliance with Laws. Seller warrants to Buyer that the goods and services shall be provided, manufactured, shipped, stored, and otherwise handled in strict compliance with all applicable laws, codes, ordinances, regulations, executive orders, and industry standards. Seller makes all warranties contained in the Uniform Commercial Code.

3. Title. Title conveyed to Buyer by Seller shall be good and merchantable and its transfer rightful. The goods and services shall be delivered free and clear of any lien, security interest, claim or encumbrance whatsoever.

4. Hold Harmless. Buyer agrees to defend, indemnify and hold harmless Seller, and its, officers, directors, shareholders, affiliated entity, employees, agents, representatives, successors and assigns ("Indemnitees") from all losses, liabilities, damages, and/or expenses which may be sustained or claimed against an Indemnitee: (i) arising out of defective goods or negligent services hereby ordered; (ii) arising from injury to person or property while in the course of providing goods or services under this Order; (iii)arising from Seller’s use of automobiles, trucks, or heavy equipment; or (iv) based on a claim that the goods or services supplied by Seller infringe a patent, copyright, or trademark or misappropriate a trade secret of a third party. Buyer shall, at the request of Seller or affiliated entity, defend any such claim, action or lawsuit. If the goods or services become, or are likely to become the subject of any infringement claim. The indemnity under this paragraph 4 shall survive delivery and acceptance of goods and services and termination or expiration of this Order and/or Buyer’s written agreement with Seller, if applicable.

5. Price. The price for goods and services ordered hereby shall be the price stated within the Order or accompanying invoice. Price may be adjusted for applicable taxes, freight, all packaging and handling, transportation, and insurance.

6. Taxes. Buyer shall be responsible for all taxes applicable to Buyer associated with this Order.

7. Delivery. Unless designated otherwise, for domestic orders, all deliveries are F.O.B. Seller’s dock.

8. Quantities. Quantities of goods or services ordered may not be changed without the prior written approval of Seller.

9. Payment. Buyer will pay Seller by check payable to Royal Cup Inc. and mailed to P.O. Box 841000, Dallas, Texas 75284-1000, ACH payment or wire transfer within thirty (30) days from the date of receipt of the invoice. In the event of nonpayment, Seller shall have the option to terminate delivery of products during the period of nonpayment. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month (18% annual percentage rate) or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. 10. Warranties. Seller represents and warrants to Buyer that the products, together with all packaging, labeling, documentation, transportation, and/or anything else furnished by Seller shall: (a) be free from defects in design, workmanship, materials, and hazards to life or property; (b) be in compliance with Applicable Law; and (c) conform to all of Buyer’s specifications provided to Seller.

11. Limitation of Liability. Seller’s liability to pay any amount to Buyer for any reason shall not exceed the amount Buyer has agreed to pay Seller for the goods or services. SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR COMMERCIAL LOSSES ARISING FROM THE PURCHASE OF GOODS AND/OR SERVICES REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF THE CLAIM FOR DAMAGES, AND EVEN IF SELLER IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Equipment. SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES AS TO EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY IMPLIED BY LAW. Seller shall have no responsibility for damage to property or injury to persons resulting from the equipment.

13. Confidential Information. Buyer’s confidential and proprietary information includes, without limitation, its business plans; business strategies; marketing plans; industry and competitive information; technology, product and proposed product information; pricing and cost arrangements and agreements with Buyer, distributors, customers, suppliers, licensers and licensees; information relating to its customer base; information concerning employees and financial information. All such confidential and proprietary information shall (a) remain the property of Buyer, (b) be carefully preserved and maintained by Seller at its expense, and (c) be promptly returned to Buyer or satisfactorily accounted for upon completion of this Order or upon Buyer’s written demand.

14. Force Majeure. Failure of Seller to make shipments of goods or services hereunder, if occasioned by fire, explosion, flood, war, accident, interruption of or delay in transportation, labor trouble, governmental regulation, or any other circumstances of like or different character beyond Seller’s reasonable control, or if occasioned by partial or complete suspension of operations at any of Seller’s offices or other business locations, shall not subject Seller to any liability to Buyer by reason thereof, but, at Seller’s option, the total quantity covered by this Order may be reduced by the extent of omitted shipments or services, or the specified delivery period may be extended by a time equal to that during which shipments or services shall be so omitted and such shipments shall then be made or services performed during the period of extension.

15. Waiver. A waiver of any term, condition or default of this Order shall not be construed as a waiver of any other term, condition, or default.

16. Entire Agreement. The Order represents the entire understanding between Buyer and Seller, shall supersede all prior understandings and agreements relating to the subject matter hereof, and may be amended only by written mutual agreement of the parties. In the event of a conflict between the terms and conditions of this Order and any amendment thereto, the Order shall govern and control. Notwithstanding the foregoing, the provisions of this Order will not supersede any provisions of any other previously written agreement(s) that are currently in effect between the parties that govern the provision of the goods or services that are the subject of this Order.

17. Governing Law. This Order shall be governed by and interpreted in accordance with the laws of the State of Alabama, excluding Alabama conflict of law rules. All terms used in this Order, which are defined in the Uniform Commercial Code as adopted in the State of Alabama, shall have the same meaning herein as such code.