CROWN CORK & SEAL USA, INC.

TERMS AND CONDITIONS OF SALE

All sales are made subject to these Terms and Conditions of Sale and Seller objects to any different or additional terms or conditions contained in Purchaser's purchase order or any other document submitted by Purchaser.  Seller's acceptance of any purchase order is expressly made conditional on Purchaser's assent to these Terms and Conditions of Sale.  This statement constitutes notice pursuant to Section 2-207 of the Uniform Commercial Code.

1.             Seller shall mean CROWN Cork & Seal USA, Inc. and its affiliated companies.

2.                    The purchase price of the goods covered by these Terms and Conditions of Sale shall be as stated on the face hereof, plus applicable taxes and governmental charges; provided, however, if Seller announces a general price increase, the purchase price shall be revised to include the price increase.  The price is payable in US Dollars unless otherwise stated without setoff or deduction.  Purchaser is responsible for all taxes of any kind levied by any federal, state, local or foreign governmental authority with respect to the production, sale, or shipment of goods sold hereunder, exclusive of Seller's income taxes.  Purchaser agrees to pay all such taxes or reimburse Seller for any payments made by Seller.

3.                    Delivery terms are as set forth on the front of this document.  Title and risk of loss shall pass to Purchaser at the point of delivery.  In the absence of any provision regarding delivery on the front of this document, delivery terms are FCA Seller's plant, freight prepaid or freight collect to destination, at Seller's election.  If shipped freight prepaid, the charge for freight will be added to the invoice. 

4.                    Purchaser shall not modify, cancel or otherwise alter orders after goods are in process without Seller's written consent.

5.                    On all orders for private decorated or other specially manufactured products, an under or over run of 10% of the quantity ordered will be considered as fulfillment of the order.  The amount of all such orders must be accepted by Purchaser within ninety (90) days from first shipment against each order.

6.                    Seller will use commercially reasonable efforts to make delivery of the goods ordered on the date or dates specified by Purchaser, but Seller does not guarantee delivery on any date or dates so specified and shall be subject to no liability for any damage caused by delayed delivery.  If these Terms and Conditions of Sale are deemed to be an "installment contract," the delivery of nonconforming goods, a failure of delivery, or a default of any nature, in relation to any single installment will not substantially impair the value of the contract as a whole and will not constitute a breach of the contract as a whole.

7.                    WARRANTIES, DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY.  Seller warrants that the goods sold by it shall be free from defects in workmanship and materials.  However, in no event shall Seller incur any liability under this warranty, or otherwise, where the goods are not packed, stored and distributed in accordance with good business practice; or where the alleged damage results from rust or outside corrosion occurring after receipt of goods by Purchaser or from improper capping, closing, crimping, filling and gassing operations by Purchaser; or from the use of components other than those supplied by Seller; or where the goods are exported, in an empty or filled state, to a foreign country (unless a special warranty has been specifically approved in writing by Seller to cover such exported goods).  Seller’s liability for any damages or other remedies, whether sought in tort or contract or equity or for breach of the warranty contained herein, is limited exclusively to the repayment of the purchase price of the defective goods.

IN VIEW OF THE ABOVE EXPRESS WARRANTY, SELLER MAKES NO OTHER WARRANTY, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE, EXPRESS OR IMPLIED IN FACT OR BY LAW, AND SELLER SHALL HAVE NO FURTHER OBLIGATION OR LIABILITY WITH RESPECT TO THE GOODS.  SELLER SHALL IN NO EVENT BE LIABLE FOR ANY GENERAL OR INCIDENTAL DAMAGES OR FOR LOST PROFITS OR CONSEQUENTIAL DAMAGES.

                Purchaser waives all claims for shortages or defects in the goods unless they are submitted, in writing, within thirty (30) days after delivery.

                Purchaser June not assert any claim arising hereunder if one (1) year or more has elapsed since the claim accrued.

8.                    Purchaser shall return all reusable dunnage to Seller in good condition, normal wear and tear excepted, and shall be liable for the costs of all repair and replacement in excess of normal wear and tear.

9.                    Upon agreement of the parties and if applicable to the goods, Seller June provide certain services to Purchaser related to packaging seaming/closing.  Seller’s scope of work and compensation for each such function shall be determined by Seller’s documents used to implement such function. Seller’s liability for any defective or any negligent service is limited to Seller re-performing the service or a refund of an amount not to exceed the amount paid for the service, or, if the services were provided free of charge, to pay an amount not to exceed Seller’s customary rates for such services at the time they were provided.

10.                 Each party shall keep the terms hereof strictly confidential.  The use of the other party’s drawings, specifications or information in the performance of an Agreement is expressly restricted to the receiving party’s performance of its obligations hereunder.  Any other use or disclosure of this proprietary information by a receiving party is prohibited.  The disclosing party retains all rights in designs, drawings, specifications and other data, information or papers furnished to the receiving party in connection with an Agreement. Upon expiration of the term of these Terms and Conditions, or prior thereto on request of the disclosing party, the receiving party shall promptly return to the disclosing party all designs, drawings, specifications and other data or papers furnished by the disclosing party together with all copies or reprints then in the receiving party's possession or control.

11.                 FOR GOODS EXPORTED BY PURCHASER: Purchaser represents that commodities, technology or software of Seller were or will be exported from the United States in accordance with and are subject to the U.S. Export Administration Regulations (15 C.F.R. Part 730 et seq.).  Diversion contrary to U.S. law is prohibited.  Without limiting the foregoing, Purchaser agrees that it shall not directly or indirectly sell, export, reexport, transfer, divert or otherwise dispose of Seller’s goods to or via, or for use in the manufacture of products outside the United States specifically or predominantly destined for, Cuba, Iran, North Korea, Sudan, or Syria, or any person, firm or entity, or country or countries, or for any activity or use prohibited by the laws or regulations of the United States or other applicable jurisdiction (to the extent not penalized or prohibited under applicable law), without obtaining any prior authorization from the competent government authorities as required by those laws and regulations.

12.                 Fires, strikes, labor unrest, accidents, failure of usual sources of supply of materials or equipment, governmental regulations, or any contingencies beyond the control of Seller, whether related or unrelated to any of the foregoing, shall excuse any failure of performance on the part of Seller until such contingencies are removed.

13.                 Seller shall be entitled to refuse to honor any order or to ship any part of the goods sold if any indebtedness or liability of Purchaser to Seller under this or any other contract shall at that time be overdue.  Seller shall be entitled to refuse to honor any order or to ship any part of the goods sold if, in its opinion, the credit of Purchaser becomes impaired until such time as Seller has received satisfactory security for deliveries made and is satisfied as to Purchaser's credit for future deliveries.  Seller June fix or change from time to time the terms of credit under which the goods ordered shall be shipped and June decline to ship all or any part thereof until such credit terms are met.  Interest is chargeable on past due accounts.  If Seller employs an attorney or other third party to collect any sums due from Purchaser hereunder, Purchaser shall pay all collection costs incurred by Seller, including its reasonable attorneys' fees and other collection commissions.

14.                 These Terms and Conditions of Sale and any written supplement hereto signed by Seller represent the entire agreement between Purchaser and Seller with respect to the goods mentioned herein.  Terms or conditions contained in a purchase order which in any manner purport to alter, modify, change, suspend or add to any term or condition contained herein shall be deemed excluded from such purchase order and waived by Purchaser.  No modification, supplement or waiver of any of these Terms and Conditions of Sale shall be effective unless in writing and signed by an authorized officer or employee of Seller.

15.                 These Terms and Conditions of Sale shall be governed by the internal law of the Commonwealth of Pennsylvania without giving effect to the conflict of laws rules thereof.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Any dispute or controversy concerning the interpretation, enforceability, termination or breach of These Terms and Conditions of Sale shall be finally settled by confidential private arbitration held according to the commercial arbitration rules of the American Arbitration Association ("AAA").  The arbitration shall be held in Philadelphia, PA, before a single arbitrator.  The arbitrator shall be selected by agreement of the parties.  In the event that the parties cannot agree on selection of the arbitrator, then the AAA shall select the arbitrator.  The arbitrator selected by the AAA shall be a judge or shall be an attorney with substantial experience either in commercial litigation involving manufacturing companies or commercial transactions involving manufacturing companies.  On application of the parties, the arbitrator shall order discovery/production of documents and expeditious time limits not exceeding 30 days in each case for responding to such orders to permit each party to present its case to the arbitrator.  The arbitrator also shall permit a maximum of 5 depositions for each party, unless the parties agree to a higher number.

Judgment upon the award of the arbitrator shall be final and binding on both parties.  Judgment upon the award rendered June be entered in any court having jurisdiction, or application June be made to such court for confirmation of the award.

The fees and costs of the arbitration shall be split equally by the parties.  Each party shall be responsible for its own attorney’s fees, costs and expenses.