CTS CEMENT MANUFACTURING CORPORATION
TERMS AND CONDITIONS
These Terms and Conditions shall apply to buyers to whom Seller consents to extend credit Completion of this application conveys to Buyer no right to credit, which is solely at Seller's discretion. Seller's consent to extend credit to Buyer is made in reliance upon the representations of Buyer in this Application and in reliance upon any and all information furnished to Seller by Buyer whether directly or indirectly. Buyer acknowledges and agrees that the following Terms and Conditions apply to all credit sales, and in addition that Seller's General Sales and Conditions apply to all credit sales and non-credit sales, of Product by Seller to Buyer.
1. PAYMENT: Buyer shall make payment for the full amount of Seller's invoice(s) in U. S. Dollars
without discount. adjustment, or set-off, in accordance with the agreed upon net payment days.
Buyer's purchase order and/or other documents of the Buyer will not become part of any
agreement unless Seller agrees in writing. If Buyer fails to comply with any of the stated payment
telil1s, Seller, without limitation, may do one or more of the following: (1) terminate this and nay
other existing agreement between Buyer and Seller, (2) suspend deliveries until all indebtedness is
paid in full, or (3) sell to Buyer on a cash-in-advance basis. If at any time, in the opinion of the Seller, the financial responsibility of the Buyer is impaired or unsatisfactory, deliveries may be suspended or Buyer by be placed on a cash-in-advance status until arrangements are made for security satisfactory to Seller, or at Seller's option, until all indebtedness to Seller is paid in full.
2. PAYMENT LOGATION: All sums owed by Buyer to the Seller are payable according to
Seller's invoice terms. All payments are deemed received at Seller's counter when received at the
location noted on Seller's invoice.
3. SECURITY INTEREST: The Buyer hereby grants Seller a security interest in all Product sold
to Buyer by Seller now held or hereafter acquired, and all proceeds thereof, which will be deemed
collateral for Buyer's debt to Seller until Buyer has paid Seller for such Product in full. In
addition, Buyer authorizes Seller to act as Buyer's agent to sign on behalf of Buyer UCC- I
Financing Statements perfecting Seller's as security interest in the above collateral. Buyer shall
itself execute any such UCC-I Financing Statements, upon request by Seller.
4. MATERIAL BREACH: A Material Breach of these Terms and Conditions (Agreement)
includes, but is not limited to the following: Buyer's failure to perform any material obligation
under this Agreement, including Buyer's failure to make any payment in full to Seller when due;
any representation by Buyer to Seller relating in any way to financial status or credit responsibility
of Buyer or any other party relied upon in granting credit to Buyer, whether heretofore or
hereafter, which is untrue or misleading; insolvency of Buyer; assignment by Buyer for the benefit
of creditors; Institution of proceedings by or against Buyer in bankruptcy; appointment of a
receiver of Buyer; dissolution, or merger of Buyer and transfer of a substantial part of Buyers'
assets.
5. REPAYMENT ACCELERATION AND INTEREST: Upon Material Breach (as defined in
Paragraph 4 above) by the Buyer, SeIler may terminate Buyer's credit and/or may declare all
outstanding indebtedness of Buyer immediately due and payable, and interest thereupon shall
accrue from the day after the payment is due at the maximum rate allowable by law. The payment
due date is the payment schedule due date for overdue sums owed, and tile payment due date for
other outstanding indebtedness is the date that such Sums are declared immediately due and
payable. Furthermore, should any Material Breach occur, Buyer shall permit any authorized
representative of Seller to enter the premises of Buyer to inspect Buyer's business accounts,
inventories, and records, and Seller shall have the right to impound or seize unpaid for Product
bought from. Seller and/or inventory of finished product manufactured therefrom or the proceeds
thereof. Termination, for any reason whatsoever, will not relieve Buyer of its obligation to settle
any unpaid balances due Seller under this agreement, but shall relieve Seller of any obligation to
make additional deliveries.
6. NON-LIABILITY FOR TERMINATION: The parties have considered the possibility that one
or both parties will incur expenses in preparing for performance of the Agreement and that one or both parties will incur expenses and suffer losses as a result of termination of Buyer's credit, and the parties have nevertheless agreed that neither party shall be liable for any damages by reason of
such termination.
7. OFFSETS: In the event of Buyer's default under this Agreement, Seller, and any of its parents,
subsidiaries or affiliates, may offset damages arising therefrom, including, without limitation,
withholding payment, delivery or acceptance of Product, material or services, relating to any
agreement or transaction with Buyer; its parents, subsidiaries or affiliates.
8. LIMITED WARRANTY: CTS CEMENT MANUFACTURING CORPORATION
WARRANTS ITS MATERIAL TO BE OF GOOD QUALITY, AND, AT ITS SOLE OPTION,
WITHIN ONE YEAR FROM DATE OF SALE, WILL REPLACE DEFECTIVE MATERIALS
OR REFUND THE PURCHASE PRICE THEREOF, AND SUCH REPLACEMENT OR
REFUND SHALL BE THE LIMIT OF CTS'S RESPONSIBILITY'. EXCEPT FOR THE
FOREGOING, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED.
CTS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL
DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE MATERIAL.
9. CLAIMS REGARDING PRODUCT: All claims of Buyer with respect to quality, quantity, or
delivery of Product sold and delivered pursuant to mutual agreement shall be deemed waived and
forever barred unless Buyer notifies Seller of the nature and details of the c1aim(s) in writing
within fifteen (15) days after receipt of the Product from the Seller. Any such claim which is not
asserted as a claim, counterclaim, defense or set-off in a third party dispute resolution proceeding
instituted within one (1) year after the cause of action arises shall be forever waived, barred and
released.
10. AGREEMENT TO ARBITRATE AND WAIVER OF RICHT TO COURT OR JURY
TRIAL: Any controversy or claim arising out of or in any way related to this Agreement, or the
breach thereof, shall be resolved by binding arbitration in Los Angeles, California, before a single
neutral arbitrator, who shall be a retired Judge of a California court, under the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on the award may be
entered in any court havingjul1sdiction thereof.
11, ATTORNEY'S FEES: In the event that a collection agency is engaged and/or legal proceedings
are commenced in order to enforce any of the provisions of this Agreement, the prevailing party
shall be entitled to recover all costs of collection, including court costs and reasonable attorney's
fees. Prior to the acceptance of orders for the Product, and at any time and from time to time thereafter upon demand from Seller, Buyer shall provide Seller such credit information as may be reasonably required by Seller to determine Buyer's financial creditworthiness.
Credit Information
Applicant authorizes CTS Cement Manufacturing Corporation to obtain from applicant or third parties such information as CTS may require in connection with its Application for Credit. Applicant certifies that the information contained in the Application and all financial information is true and correct, and
acknowledges that CTS will rely on such information for extending credit. Applicant acknowledges that
he/she has read, and agrees that Buyer will be bound by, the Terms and Conditions on this application.