DIVERSIFIED PLASTICS, INC. DBA

APRIOS CUSTOM MFG

SALES TERMS AND CONDITIONS

OFFER AND ACCEPTANCE

"SELLER" means the entity reflected in the Purchase Order, Proposal, or Acknowledgment ("Proposal") to which these Terms and Conditions are attached or referenced. The offer by Diversified Plastics, Inc. ("BUYER") to purchase products (including all items in the Proposal) is expressly conditional on SELLER’s acceptance of these Terms and Conditions. This constitutes a binding contract between SELLER and BUYER (the "Parties"). This Contract represents the entire agreement between the Parties regarding the products. Any additional or different terms in any document provided by SELLER, including but not limited to proposals or acknowledgments, are deemed material and are hereby objected to and rejected by BUYER. If such document is construed as an offer or counter-offer by SELLER, BUYER expressly rejects it. BUYER’s acceptance is limited to these contract terms, and BUYER objects to any different or additional terms proposed by SELLER. Any performance by either party thereafter shall be considered acceptance of this Contract without modification. In case of conflict between the terms of this Contract and any other document, the terms of this Contract prevail. The offer to sell SELLER’s products remains valid for thirty (30) days from the Proposal date.

CHANGES

BUYER reserves the right, by written notice, to modify this Proposal regarding quantities, specifications, and delivery terms after its issuance. If such changes affect the product price or delivery time, an equitable adjustment must be agreed upon by both Parties.

PRICE AND PAYMENT TERMS

All prices are DDP (delivered duty paid) at BUYER’s specified location. If a price is specified in this Proposal, SELLER may not charge a higher price without BUYER’s written consent. If SELLER reduces prices during the Proposal term, it must adjust prices accordingly. Unless otherwise specified, full payment for products is due within thirty (30) business days after BUYER receives an accurate invoice and all products. Payment is considered made upon mailing BUYER’s check and does not imply acceptance.

TAXES

Prices include all taxes except applicable state sales and use taxes, which BUYER pays if added and itemized on the invoice upon submission. SELLER bears all taxes assessable before BUYER’s product receipt.

PACKAGING

SELLER is responsible for adequate packaging, crating, insurance, and shipping of products, unless otherwise stated. Costs for packaging and shipping materials are SELLER’s responsibility. SELLER assumes all risks and costs related to packaging. All shipments must include packing slips, with BUYER’s Proposal number (if applicable) on packages, slips, and invoices.

DELIVERY

Delivery is DDP at BUYER’s designated location, with SELLER prepaying freight and insurance unless specified otherwise. Title and risk of loss transfer to BUYER upon receipt. Delay constitutes default, and SELLER is liable for resulting damages, including incidental, special, and consequential damages. Acceptance of delayed products does not waive claims for breach or damages.

INSPECTION AND ACCEPTANCE

BUYER has a reasonable time (not less than 30 days) to inspect products upon receipt. Products must fully comply with Proposal terms upon tender. Non-conforming products constitute breach; SELLER may not substitute without BUYER’s written consent. Payment does not imply acceptance. BUYER may inspect and reject defective or non-conforming products. BUYER may return rejected or over-supplied products at SELLER’s expense, charging SELLER for all related costs.

WARRANTY

SELLER warrants products for twelve (12) months from delivery or as per SELLER’s standard warranty, whichever is longer. Products must be new, of highest quality, free from defects, and comply with all specifications and laws. SELLER warrants services to be professional and workmanlike. SELLER shall indemnify BUYER for warranty claims and comply with all legal requirements.

RETURNS

BUYER reserves right to reject non-conforming products. No replacement of defective products without BUYER’s written agreement. If paid, defective products may be returned and charged back to SELLER.

INSOLVENCY OF SELLER

BUYER may cancel Proposal upon SELLER’s bankruptcy filing or assignment for creditors without penalty.

TERMINATION

BUYER may terminate Proposal in whole or part with written notice. If terminated without SELLER’s breach, BUYER pays actual costs for specially procured, non-resalable products.

FORCE MAJEURE

BUYER may suspend or cancel Proposal for events beyond its control without penalty.

INDEMNITY

SELLER indemnifies BUYER from liabilities arising from product defects, acts, or omissions of SELLER or affiliates, except for BUYER’s gross negligence.

SERVICES

If for services, SELLER is an independent contractor, responsible for site conditions and completion. BUYER may complete work if delayed. SELLER waives any mechanic’s lien rights.

MISCELLANEOUS

This Proposal is governed by Minnesota law. Disputes shall be litigated in Hennepin County, Minnesota. Assignment or delegation requires BUYER’s written consent. No waiver of rights is effective unless in writing. Provisions survive termination. BUYER is not liable for incidental, indirect, special, or consequential damages.