1. THESE TERMS AND CONDITIONS SUPERSEDE AND REPLACE ANY PRIOR OFFERS OR INVITATIONS BY THE PURCHASER, WHICH OFFERS OR INIVITATIONS ARE EXPRESSLY REJECTED. IF THESE TERMS AND CONDITIONS ARE UNACCEPTABLE TO PURCAHSER, THIS SHOULD BE COMMUNICATED IN WRITING TO COOPER CHEMICAL AND THE PRODUCTS IDENTIFIED IN COOPER'S INVOICE OR SHIPPING DOCUMENTS SHOULD BE RETURNED IMMEDIATELY.

2. COOPER CHEMICAL COMPANY'S PRODUCTS SHALL CONFORM TO THE STANDARD OF QUALITY AND PURITY GENERALLY RECOGNIZED IN THE SPECIALTY CHEMICAL INDUSTRY FOR BULK CHEMICAL PRODUCTS.

THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO COOPER CHEMICAL PRODUCTS THAT EXTENDS BEYOND THE WARRANTY DESCRIBED IN THIS PRARAGRAPH AND NO WARRANTY SHALL BE IMPLIED BY LAW. FURTHERMORE, COOPER CHEMICAL SHALL NOT BE LIABLE FOR ANY DAMAGE, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY COOPER CHEMICAL PRODUCT OR THE MANUFACTURE, PACKAGING, DELIVERY, STORAGE OR USE OF ANY COOPER CHEMICAL PRODUCT, WHETHER SUCH DAMAGE SHALL RESULT FROM NEGLIGENCE, BREACH OF WARRANTY OR OTHERWISE, EXCEPT THAT IF ANY COOPER CHEMICAL PRODUCT SHALL FAIL TO MEET THE STANDARD OF QUALITY AND/OR PURITY REFERRED TO ABOVE, COOPER CHEMICAL SHALL BE LIABLE TO THE PURCHASER TO REPLACE SUCH PRODUCT AT NO COST TO THE PURCHASER WITH A PRODUCT THAT DOES MEET THIS STANDARD AND THIS REMEDY SHALL BE PURCHASER'S EXCLUSIVE REMEDY. PURCHASER SHALL HAVE NO RIGHT TO MAKE ANY CLAIM BY REASON OF OR ON ACCOUNT OF ANY ALLEGED DEFECT, IMPURITY OR SHORTAGE IN ANY COOPER CHEMICAL PRODUCT MORE THAN THIRTY (30) DAYS AFTER THE DELIVERY OF SUCH PRODUCT OT THE PURCHASER OR ITS DESIGNEE. IN THE EVENT THAT THIS REPLACEMENT WARRANTY SHALL BE FOUND TO FAIL OF ITS ESSENTIAL PURPOSE, PURCHASER'S MAXIMUM RECOVERY FROM COOPER CHEMICAL SHALL BE THE AMOUNT PAID BY PURCHASER FOR PRODUCTS FAILING TO MEET THE STANDARD OF QUALITY OR PURITY REFERRED TO HEREIN.

3. COOPER CHEMICAL ASSUMES NO LIABILITY FOR ANY CLAIMS, DAMAGES, OR LOSSES TO PROPERTY OF ANY PERSON NOT A PURCHASER OF COOPER CHEMICAL PRODUCTS, WHICH MAY PROXIMATELY RESULT FROM A FAILURE ON THE PART OF COOPER CHEMICAL TO MEET ANY OF ITS OBLIGATIONS TO RCHASER. PURCAHSER AGREES TO INDEMNIFY AND HOLD COOPER CHEMICAL HARMLESS FROM AND AGAINST ANY AND ALL SUCH CLAIMS, DAMAGES, JUDGEMENTS, LOSSES, COSTS OR EXPENSES.

4. MANY PRODUCTS SOLD BY COOPER CHEMICAL ARE HAZARDOUS IF NOT HANDLED OR USED PROPERLY AND, THEREFORE, SHOULD ONLY BE HANDLED OR USED BY COMPETENT INDIVIDUALS HAVING A FULL APPRECIATION OF ALL OF THESE HAZARDS AND A KNOWLEDGE OF HOW TO SAFELY AVOID THEM. COOPER CHEMICAL SHALL HAVE NO LIABILITY FOR FAILURE OF PURCHASER TO COMPLY WITH THESE REQUIREMENTS.

5. IN ADDITION TO THE PRICE OR PRICES SPECIFIED IN COOPER CHEMICAL'S INVOICE, PURCHASER SHALL PAY COOPER CHEMICAL, OR AT COOPER CHEMICAL'S SELECTION, THE APPROPRIATE TAXING AUTHORITIES, THE AMOUNT OF ALL GOVERNMENTAL TAXES, EXCISES OR OTHER CHARGES, PRESENT OR FUTURE, IMPOSED UPON, PAYABLE OR COLLECTIBLE BY COOPER CHEMICAL WITH RESPECT TO, OR WHICH ARE ASCERTAINED BY REFERENCE TO, THE PRODUCTION, SALE, TRANSPORTATION, POSSESSION OR USE OF ANY COOPER CHEMICAL PRODUCT SOLD TO PURCHASER, EXCEPT TAXES IMPOSED UPON OR MEASURED BY NET INCOME.

6. DELIVERIES BY COOPER CHEMICAL SHALL BE SUBJECT TO FORCE MAJEURE EVENTS AND IF SUCH EVENTS PREVENT DELIVERY OF PRODUCTS REQUESTED BY PURCHASER, COOPER CHEMICAL MAY ALLOCATED ITS PRODUCTS AMONG ITS VARIOUS CUSTOMERS IN ANY MANNER DEEMED REASONABLE BY COOPER CHEMICAL.

7. UNLESS OTHERWISE STATED, PRICES ARE F.O.B. POINT OF SHIPMENT VIA MOTOR TRANSPORTATION AND PAYMENT TERMS SHALL BE NET 30 DAYS AFTER DATE OF INVOICE. OVERDUE PAYMENT OF BILLS SHALL RESULT IN A DAILY COMPOUND INTEREST CHARGE ON THE UNPAID BALANCE AT THE PRIME COMMERCIAL LENDING RATE AS ANNOUNCED BY THE CHASE MANHATTEN BANK, N.A., PLUS TWO (2%) PERCENT, TOGETHER WITH ALL COSTS OF COLLECTION, INCLUDING REASONABLE ATTORNEYS' FEES.