GENERAL TERMS AND CONDITIONS OF SALE

Avery Dennison Performance Polymers Europe

1.  APPLICABILITY. All sales of products (“Products”) by any Avery Dennison entity (“Seller”) are subject to Purchaser’s consent and agreement to these General Terms and Conditions of Sale (“the Conditions”) and Seller’s order confirmation form issued to Purchaser. Seller hereby rejects any terms or conditions contained in any purchase order or other communication of any kind from the Purchaser that is conflicting, inconsistent or additional to the Conditions. No waiver, alteration, addition or modification of the Conditions shall be valid unless made in writing and signed by an authorized representative of Seller; otherwise, no employee or agent of Seller has authority to alter the terms and conditions herein. The Conditions constitute the entire agreement between the parties, and supersede all prior or contemporaneous oral or written understandings, negotiations, warranties, or agreements of any kind. In the case of a conflict between the Conditions and a written contract signed by both parties, the following order of precedence shall apply: (1) a fully executed contract between the parties such as a Supply Agreement (and/or rebate agreement); and (2) the Conditions. The Seller reserves the right to modify the Conditions unilaterally.

These Conditions also include the Avery Dennison Code of Conduct accessible at www.averydennison.com

2.  TECHNICAL INFORMATION AND SAMPLES. All statements, technical information and recommendations concerning the Products sold or samples provided by Seller are based upon tests believed to be reliable, but do not constitute a guarantee or warranty. It is the sole responsibility of Purchaser to independently determine, prior to use, that Products are suitable for the purposes of Purchaser.

3.  DELIVERY.
3.1 Delivery is subject to the Incoterms of the International Chamber of Commerce which are in force at the relevant dispatch date. Unless a specific other Incoterm and destination is agreed, deliveries with a final destination within the European Union ("EU") are based on Delivered At Place ("DAP") to final EU destination. Deliveries with a final destination outside the EU (exports) are based on Ex-Works Avery Dennison designated sites, or if so explicitly agreed otherwise, Free Carrier ("FCA") to agreed EU border destination.
3.2 All delivery dates mentioned in any quotation or order confirmation or other media are approximations only and do not represent any binding obligation of Seller towards Purchaser.

4.  VARIATIONS. Slight variations in quality, quantity, format, color, hardness and/or satin finish shall not constitute grounds for rejection of the Products. The Customer Care Centre of Seller shall assess whether a delivery differs beyond the limits set out in the Customer Product Specifications (CPS) and Seller’s General Service Policy.

5.  PACKAGING CHARGES.
5.1 The Products shall be packed and labeled as per the standard requirements for the transport mode. Any charges applicable for packaging will be made at Seller's rates current at the time of dispatch. In case Orders require overseas delivery Seller shall charge to Purchaser the cost of any special packaging required together with all freight, insurance and other charges incurred by Seller.
5.2 Seller may use returnable (rotables) pallets owned by Seller, which will always remain the property of Seller, and shall be returned or collected in accordance with the instructions of Seller.

6.  QUOTATIONS.
6.1 A quotation by Seller does not constitute a fixed offer. Seller explicitly reserves the right to withdraw or amend a quotation at any time prior to Seller's confirmation of an order by Purchaser.
6.2 Where Seller makes an offer, Seller may, unless stated otherwise in writing, revoke the offer until ten (10) days have elapsed following the day on which Seller received Purchaser's acceptance of that offer.

7.  PRICES.
7.1 All prices are excluding VAT and other taxes, duties and/or charges, unless explicitly otherwise agreed upon in writing. Said taxes, duties and/or charges shall be for the account of Purchaser.
7.2 If Seller uses list prices for the Products sold, the prices payable for the Products shall be Seller's list prices valid at the time of dispatch.
7.3 Seller shall have the right at any time to revise list prices and/or agreed upon prices to take account of inflation and increases in costs, including but not limited to costs of acquisition of any Products or materials, carriage, labor or other overheads, the increase or imposition of any tax, duty and/or other levy and/or any variation in exchange rates.

8.  TERMS OF PAYMENT.
8.1 Unless otherwise expressly agreed in writing by the Parties, payment of invoices shall be (i) in the invoiced currency, (ii) into the bank account specified on the invoice and (iii) within thirty (30) days from the date of invoice without any setoff or discount being applied.
8.2 Seller shall at all times have the right to demand advance payment or cash payment upon delivery of the Products or to demand security to be provided in a form approved by Seller's authorized representative to ensure that the purchase price of the Products is paid.
8.3 If Purchaser does not comply with its obligations under these Conditions, including but not limited to the timely payment of the purchase price, it shall promptly be deemed to be legally in default, without any notice and without legal action being required. In that case: (i) Seller shall be entitled to suspend its obligations under these Conditions including but not limited to suspending the supply of Products without relieving Purchaser from its obligations and (ii) all amounts and interests payable by Purchaser shall become immediately due to Seller.
8.4 Any extension of credit allowed to Purchaser may be changed or withdrawn at any time.
8.5 In the event of late payment by Purchaser, Seller has the right to charge interest of one and a half per cent (1,5%) per month or, if higher, the statutory interest under the applicable law over the outstanding amount; part of a month will be deemed to be a month. All costs, judicial and extra-judicial, incurred by Seller with respect to the breach of any obligation on the part of Purchaser are for the account of Purchaser. The extra-judicial costs will be minimum ten per cent (10%) of any outstanding amount.
8.6 Seller may always at its sole discretion and without any notice being applicable, set-off any amount and/or charge due by Purchaser with any amount payable by Seller to Purchaser.

9.  RETENTION OF TITLE.
9.1 Notwithstanding delivery and passing of the risk under the relevant Incoterms, the ownership of the Products shall be retained by Seller and shall only be transferred to Purchaser when Purchaser has fully complied with all of its obligations contained in or arising from these Conditions and any sales agreement between Seller and Purchaser including payment.
9.2 If Purchaser is in default in complying with any obligations arising from these Conditions and/or any sales agreement between Seller and Purchaser, Seller shall have the right at all times to obtain possession of the Products in which title has been reserved, wherever they are located, without prejudice to Seller's right to compensation from Purchaser in connection with Purchaser's default.

10.  WARRANTY.
10.1 Seller warrants for the period stated in clause 10.2 below, that the Products meet Seller’s specifications. Seller gives no other express or implied guarantees or warranties with respect to the Products, including, but not limited to, any implied warranties of merchantability, fitness for any particular use and/or non infringement. This warranty may be asserted by Purchaser only and not by Purchaser's customers or users of Purchaser's Products.
10.2 The period of warranty is three (3) months from the date of shipment unless expressly provided otherwise in the product data sheet.
10.3 Immediately upon delivery, Purchaser's quality controller shall inspect the Products for quality and quantity. The check shall be based on transport documents and/or specifications applicable to the Products. Complaints in respect of quantity and/or visual defects to the Products shall be reported to Seller within 48 hours after delivery. Purchaser shall note the defects on the relevant transport documents and shall keep the defective Products as proof. Only if Seller so requests, shall Purchaser return the defective Products to Seller in their original packaging.
10.4 Complaints in respect of non-visual defects to the Products shall be reported to Seller immediately after occurrence. Purchaser shall give immediate notice of such complaint to the claim handling department of Seller.
10.5 Any cause of action for Product defects or otherwise which Purchaser may have shall be barred after the lapse of (I) the period referred to in clause 10.3 and/or (II) the warranty period referred to in clause 10.2 above.
10.6 Should any failure to conform to Seller's warranty appear within the period referred to in clause 10.2 above, Purchaser’s sole and exclusive remedy shall be, at Seller's option, either crediting, in whole or in part, the Purchaser with the purchase price of the affected Products, or replacing the affected Products or any affected part or parts thereof.

11.  LIABILITY.
11.1 Subject to any limitations or exclusions imposed by mandatory applicable law and subject to clause 11.3 below, Seller's aggregate liability to Purchaser, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the price of the defective, non-conforming, damaged or undelivered Products which give rise to such liability as determined by net price invoices to Purchaser in respect of any occurrence or series of occurrences.
11.2 If this Agreement is governed by German law, the following clause shall apply instead of clause 11.1: in the case of an infringement of a fundamental contractual obligation (being an obligation which must be fulfilled to enable due performance of the contract and on the fulfillment of which the Purchaser generally relies and may rely) arising as a result of Seller’s slight negligence, Seller shall only be liable for typical, foreseeable, damage. In case of infringement of a nonfundamental contractual obligation, Seller shall not be liable for any damage. However, nothing in these terms and conditions shall exclude or limit Seller’s liability where the Seller has guaranteed the quality of the Products, or for willful breach of law or contract, gross negligence, fraud, claims pursuant to the German Product Liability Act, or injuries to life, body or health due to Seller’s negligence.
11.3 In no circumstances shall Seller be liable to Purchaser for any indirect, incidental or consequential loss, damage or injury, including without limitation, loss of anticipated profits, goodwill, reputation, or losses or expense resulting from third party claims.

12.  FORCE MAJEURE. Neither Party shall be liable for its failure to perform any of its obligations hereunder during any period in which such performance is delayed or made impossible by force majeure included but not limited to fire, flood, war, mechanical breakdown, failures of carriers, embargo, riot, labor unrest (including but not limited to strike, go-slow, work to rule), the intervention of any governmental authority, or any causes or contingencies beyond a Party’s reasonable control, provided that the Party who cannot perform as a result of such force majeure notifies the other Party of the delay and the reasons thereof.

13.  CONFIDENTIALITY. Purchaser shall not disclose to any third party confidential information received from Seller in connection with the sale and/or sales related agreement, such as the price agreed between the Parties, and shall use this information exclusively in fulfilling its obligations and commitments towards Seller, except as required by law or with written approval of Seller.

14.  ASSIGNMENT. None of the rights or obligations of Purchaser under the sale and/or sales related agreement may be assigned or transferred in whole or in part without the prior written consent of Seller.

15.  WAIVER. No waiver by Seller of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Conditions or any sale related agreement may be construed as a waiver thereof.

16.  NO THIRD PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy.

17.  SEVERABILITY. Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain in full force and effect

18.  EXPORT COMPLIANCE-ANTI-BRIBERY.
18.1 Purchaser shall adhere to the relevant European Union and U.S.A. Laws and Regulations on export and shall not export or re-export any of Seller's and/or its affiliates' technical data or Products purchased or received under any agreement or the direct product of such technical data to any country to which export or reexport is forbidden by the European Union and/or the U.S.A.
18.2 Purchaser shall comply with the provisions of any applicable anti-bribery laws including the "Foreign Corrupt Practices Act" ("FCPA") of the United States of America and the OECD Convention on Combating Bribery of Foreign Public Officials ("OECD").

19.  COMPLIANCE WITH LAWS; HAZARDOUS MATERIALS. All permits, licenses and governmental approvals of whatever nature relating to the purchase, possession, transportation, storage, processing, maintenance, handling, labeling, use and/or disposition of Products after delivery to Purchaser shall be obtained by, and be the sole responsibility of, Purchaser. Purchaser shall comply with all laws, ordinances, orders, rules and regulations relating in any way to its purchase, possession, transportation, storage, processing, maintenance, handling, labeling, use and/or disposition of Products. Purchaser acknowledges and agrees that some or all Products it purchases may bear or contain hazardous chemicals or materials and may directly or indirectly be hazardous to life, health or property by reason of toxicity, flammability, explosiveness or other reasons, during use, handling, cleaning, reconditioning, disposal or at any other time. Purchaser agrees to give warnings of the possible hazard to any person or persons to whom Purchaser resells or gives or delivers the Products or whom Purchaser can reasonably foresee may be exposed to their hazards. Purchaser discharges Seller from any and all liability directly or indirectly resulting from the presence, use or re-sale of Products, including, but not limited to, any and all liability directly or indirectly resulting from the failure of the Seller to give more specific warnings with respect to individual Products or from the inadequacy of any warning. Purchaser also agrees to indemnify and hold harmless Seller against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) in connection with any suit, action or claim alleging liability for loss, damages or injury to persons or to the property of the Purchaser or others arising out of the use, presence or re-sale of the Products

20.  INTELLECTUAL PROPERTY. Purchaser agrees to indemnify and hold harmless Seller against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) in connection with any suit, action or claim alleging intellectual property infringement in connection with Purchaser’s use of the Products in combination with other goods or in the operation of any process or application, as well as the sale of any goods incorporating Products. This indemnification does not include any claim that a Product, by itself, infringes a third party’s intellectual property.

21.  GOVERNING LAW/COMPETENT COURT.
21.1 All orders and sale agreements between Seller and Purchaser shall be governed by and construed and interpreted in accordance with the laws of the country of Seller’s registered seat. The provisions of the United Nations Convention on Contracts for the International Sale of Products ("the Vienna Convention") shall not apply.
21.2 Any disputes arising out of or in connection with any order or sale agreement between Seller and Purchaser shall be brought before the competent courts of Seller’s registered seat. Notwithstanding the foregoing sentence, Seller, at its discretion, may opt to bring any such dispute before or file any claim at the competent courts of the country of Purchaser's residence under the laws applicable to that country.

22.  GOVERNING LANGUAGE. These Conditions are written and governed by the English language version. Any other language version of these Conditions is for convenience and translation purposes only.

AVERY DENNISON CORPORATION
PERFORMANCE POLYMERS DIVISION – EUROPE

Avery Dennison Performance Polymers North America

1.  APPLICABILITY. These Standard Terms and Conditions of Sale (“Sale Terms”) shall apply to all sales and contracts for sale of adhesive products or other chemical products (“Products”) by and between Avery Dennison Corporation, through its Performance Polymers Division – North America (“SELLER”), and any customer (“BUYER”). All sales and contracts for sale of Products are conditional on BUYER’s assent and agreement to these Sale Terms and SELLER’s order confirmation form issued to BUYER (collectively “the Agreement”). SELLER hereby objects to and rejects any terms or conditions contained in any purchase order or other communication of any kind from the BUYER that is conflicting, inconsistent or additional to this Agreement. All orders submitted by BUYER are subject to acceptance confirmation by SELLER’s home office representatives. After an order is confirmed, the order cannot be cancelled by BUYER except upon terms that will fully compensate SELLER.

2.  PRICE. All prices are EXW Incoterms 2010® SELLER’s shipping point, no freight allowed. SELLER has the right to revise any price previously quoted, without notice to BUYER at any time prior to SELLER’s confirmation of an order. Prices for the Products ordered shall be those contained in SELLER’s price list in effect on the date of shipment, notwithstanding any earlier quote or order confirmation.

3.  PAYMENT TERMS. Invoices shall be paid in full within 30 days following date of invoice, net cash. Time is of the essence for payment. No deductions, withholdings, or any set-offs by BUYER shall be allowed for any reason. Invoices not paid within 30 days of due date shall thereafter bear monthly service charges at the rate of 2% per month on the unpaid balance until paid in full. If any invoice is in error, Buyer must provide notice and details to Seller of such errors not later than five (5) days after the date of the invoice. By placing an order for, and accepting shipment of, Products, BUYER warrants that it is not insolvent. If in SELLER’s sole discretion BUYER’s financial condition does not justify continuance of production or shipment on the price or payment terms stated herein, SELLER may without notice to BUYER hold or cease shipments, alter or revoke payment or credit terms, and/or require payments in advance or security satisfactory to SELLER. The amount of any present or future federal, state, local or other taxes applicable to the sale of Products shall be added to the price and paid by BUYER unless BUYER provides SELLER with a valid exemption certificate acceptable to SELLER and the appropriate taxing authority. SELLER has the right to set-off any liability to BUYER against any liability of BUYER to SELLER. If SELLER engages an attorney to attempt collection or commence a collection action to recover unpaid invoices due and owing, BUYER shall be liable for attorneys fees of 15% of the past due amount.

4.  SHIPMENT, TITLE, RISK OF LOSS AND TRANSPORTATION TERMS. Shipping term is EXW Incoterms 2010® SELLER’s facility in Mill Hall, Pennsylvania. Title to, and risk of loss for, all Products shall pass to BUYER upon SELLER placing the Products for BUYER’s disposal at this location’s shipping point.

SELLER reserves the right to specify the carrier and routing of shipments. If BUYER requests a carrier or route other than one specified by SELLER, BUYER may be subject to collect freight terms in SELLER’s sole discretion. BUYER is responsible for all freight charges. Freight charges may be prepaid by SELLER and billed to BUYER, at SELLER’s discretion and as may be agreed between the parties and confirmed in SELLER’s order confirmation.

SELLER makes reasonable efforts to ship on or before the scheduled shipping date(s) reflected on SELLER’s order confirmation and/or invoice, but such schedule may vary due to, among other things, delays by third party suppliers or information to be supplied by BUYER. If no shipment date is specified, shipment will be made on date(s) selected by SELLER. SELLER shall not be liable for any damages or penalties of any kind for any early or late delivery.

5.  NONCONFORMING PRODUCTS AND TRANSIT DAMAGE CLAIMS. BUYER shall accept SELLER’s point of shipment weights and measurements, unless proven incorrect. BUYER must accept the entire shipment as tendered, and promptly upon delivery at BUYER’s location must write on the freight bill any missing or altered Products, or any portion of the shipment that does not conform to the Products listed on the freight bill or order confirmation (“Nonconforming Products”). This must be reported to SELLER within forty-eight (48) hours of receipt of the shipment for obvious or non-latent nonconformities, and within ten (10) business days for any hidden or latent nonconformities. Time is of the essence. Failure of BUYER to give such notice shall constitute a waiver by BUYER of all claims in respect thereto. For verified claims, SELLER may replace the Product or refund the purchase price, in SELLER’s discretion. These remedies are BUYER’s exclusive remedies for the delivery of Nonconforming Products. Failure to follow the above requirements and SELLER’s claims handling procedures, as may be communicated in writing to Buyer, bars any claim for Nonconforming Products. BUYER can only return Non-Conforming Products in accordance with SELLER’s written instructions concerning shipping, handling insurance and related matters. SELLER is not liable for Product damaged in shipment or otherwise defective without fault of SELLER, or defects due to BUYER’s or third party’s negligence, tampering or failure of proper storage or care.

Under no circumstances shall SELLER be responsible for any damage or shortage on collect shipments unless proven to be the fault of SELLER.

If Buyer selects the carrier, Buyer shall be solely responsible for paying the carrier, all transit damage and shortage claims must be made with the Buyer’s carrier; and Seller has no responsibility whatsoever for such claims.

6.  FORCE MAJEURE. SELLER shall not be liable for any losses or damages, either direct or consequential, or any kind, delays, changes in shipment schedules or failure to deliver caused, directly or indirectly, by circumstances beyond SELLER’s reasonable control including, without limitation, accidents, fires, strikes, riots, civil commotion, insurrection, war, the elements, embargoes, failure of carriers, inability to obtain transportation facilities, government requirements, acts of God, or public enemy, prior orders from customers or limitations on SELLER’s or its suppliers’ production, marketing or sales activities, or failure of any third party to honor its contractual commitments. When any such circumstances occur, SELLER has the right, in its discretion, to allocate, or not allocate, available production, deliveries, raw materials and resources among any or all purchasers, as well as among divisions, departments, subsidiaries and affiliates of SELLER, upon any basis as SELLER may determine, without liability whatsoever for any failure to perform.

7.  WARRANTY. ALL STATEMENTS, SERVICES, INFORMATION AND RECOMMENDATIONS (TECHNICAL OR OTHERWISE) RELATING TO SELLER’S PRODUCTS, AND THE USE OR APPLICATION OF SUCH PRODUCTS, ARE BELIEVED TO BE RELIABLE BUT DO NOT CONSTITUTE AN EXPRESS OR IMPLIED GUARANTEE OR WARRANTY AS TO ACCURACY, COMPLETENESS OR RESULTS TO BE OBTAINED. BUYER ASSUMES FULL AND SOLE RESPONSIBILITY FOR QUALITY CONTROL, TESTING AND DETERMINING THE SUITABILITY OF PRODUCTS FOR ANY INTENDED PURPOSE.

SELLER’s Products are warranted for ninety (90) days from date of shipment to conform to SELLER’s own product specifications. This warranty applies solely to the original BUYER of the Products and creates no rights or obligations for any third party. For any Product that does not conform to SELLER’s specifications, BUYER’s sole and exclusive remedy for breach of this warranty shall be the replacement of the Products or, at SELLER’s option, the issuance of a credit or refund in an amount up to the purchase price of the defective Product. In the event this remedy fails of its essential purpose, the LIMITATION OF CALIMS AND LIABILITY set forth in Section 8 of this Agreement, including but not limited to the exclusion of consequential damages, shall nevertheless be legally operative as if independent of the sole and exclusive remedy referenced in the this Section 7. In no event shall SELLER be responsible for claims, individually or in the aggregate, beyond the purchase price of the Product that does not meet this warranty. BUYER shall maintain traceability of Products, either in storage or in converted form, to confirm a claim is based on SELLER’s actual Product, and lack of traceability shall result in denial of a claim in whole or in part.

THE WARRANTY SPECIFICALLY SET FORTH ABOVE IS IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND/OR NON- INFRINGEMENT. SELLER SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER SUCH WARRANTIES.

No representative or agent of SELLER is authorized to give any guarantee or warranty or make any representation contrary to the terms herein, unless in writing and manually signed by an executive officer of SELLER.

8.  LIMITATION OF CLAIMS AND LIABILITY. IN CONNECTION WITH THE SALE OF ANY PRODUCT OR ANY CONTRACT FOR SALE, AND IN CONNECTION WITH ANY KIND OF SERVICE PROVIDED BY SELLER TO BUYER (SUCH AS TECHNICAL SERVICES, CONSULTATIONS, AND RESPONSES TO PRODUCT INQUIRIES), NO CLAIM BY BUYER OF ANY KIND, AND NO LIABLITY OF SELLER OF ANY KIND, SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES IN RESPECT OF WHICH DAMAGES ARE CLAIMED. BUYER’S SOLE AND EXCLUSIVE REMEDY IS REPLACEMENT OF PRODUCT OR THE ISSUANCE OF A CREDIT OR REFUND IN AN AMOUNT UP TO THE PURCHASE PRICE FO THE DEFECTIVE PRODUCT, IN SELLER’S DISCRETION. SELLER SHALL HAVE NO LIABILITY WHATSOEVER FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION, DIMINUTION IN VALUE AND LOST PROFITS, REGARDLESS OF HOW SUCH DAMAGES ARE CHARACTERIZED) ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT OR THE SALE OR DELIVERY OF ANY PRODUCT. CLAIMS AND COURT ACTIONS NOT FILED BY BUYER WITHIN 12 MONTHS OF THE DATE THE CAUSE OF ACTION HAS ACCRUED ARE WAIVED AND BARRED.

9.  COMPLIANCE WITH LAWS; HAZARDOUS MATERIALS. All permits, licenses and governmental approvals of whatever nature relating to the purchase, possession, transportation, storage, processing, maintenance, handling, labeling, use and/or disposition of Products after delivery to BUYER shall be obtained by, and be the sole responsibility of, BUYER. BUYER shall comply with all laws, ordinances, orders, rules and regulations relating in any way to its purchase, possession, transportation, storage, processing, maintenance, handling, labeling, use and/or disposition of Products. BUYER acknowledges and agrees that some or all Products it purchases may bear or contain hazardous chemicals or materials and may directly or indirectly be hazardous to life, health or property by reason of toxicity, flammability, explosiveness or other reasons, during use, handling, cleaning, reconditioning, disposal or at any other time. BUYER agrees to give warnings of the possible hazard to any person or persons to whom BUYER resells or gives or delivers the Products or whom BUYER can reasonably foresee may be exposed to their hazards.

EXCULPATION AND INDEMNITY – BUYER RELEASES AND DISCHARGES SELLER AND ITS SUCCESSORS AND ASSIGNS FROM ANY AND ALL LIABILITY FOR DAMAGES, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) DIRECTLY OR INDIRECTLY RESULTING FROM THE PRESENCE, USE OR RE-SALE OF PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL LIABILITY DIRECTLY OR INDIRECTLY RESULTING FROM THE FAILURE OF THE SELLER TO GIVE MORE SPECIFIC WARNINGS WITH RESPECT TO INDIVIDUAL PRODUCTS OR FROM THE INADEQUACY OF ANY WARNING. BUYER ALSO AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND ITS SUCCESSORS AND ASSIGNS, AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) IN CONNECTION WITH ANY SUIT, ACTION OR CLAIM ALLEGING LIABILITY FOR LOSS, DAMAGES, COSTS, EXPENSES OR INJURY OF ANY KIND, INCLUDING TO PERSONS OR TO THE PROPERTY OF THE BUYER OR TO ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR RELATING TO THE USE, PRESENCE OR RE-SALE OF THE PRODUCTS.

10.  INTELLECTUAL PROPERTY. BUYER agrees to indemnify and hold harmless SELLER against any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) in connection with any suit, action or claim alleging intellectual property infringement in connection with BUYER’s use of the Products in combination with other goods or in the operation of any process or application, as well as the sale of any goods incorporating Products. This indemnification does not include any claim that a Product, by itself, infringes a third party’s intellectual property.

11.  TERMINATION. SELLER may terminate this Agreement immediately upon written notice to BUYER if BUYER fails to pay any invoice when due or becomes insolvent (as determined in SELLER’s discretion), undergoes a reorganization for the benefit of creditors, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of credits.

12.  ENTIRE AGREEMENT, WAIVER. No waiver, alteration, addition or modification of the Agreement shall be valid unless made in writing and signed by BUYER and an executive officer of SELLER. The Agreement is the entire, final, complete and fully integrated agreement between the parties, and supersedes all prior or contemporaneous oral or written understandings, negotiations, warranties, or agreements of any kind. In the case of a conflict between the Agreement and a written contract signed by both parties, the following order of precedence shall be made: (1) a written contract manually signed by both parties; and (2) the Agreement. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement may be construed as a waiver thereof.

13.  NO THIRD PARTY BENEFICIARIES. This Agreement, including but not limited to any warranties or other rights expressed herein, is intended exclusively and solely for the benefit of the parties hereto and their respective successors and permitted assigns, and not for any subsequent purchasers or users of the Products. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy. SELLER hereby expressly disclaims any intention to benefit any third party. Any and all third parties who may discover any benefit hereunder are not intended beneficiaries, and such parties have no enforceable rights under this Agreement.

14.  NO ASSIGNMENT. This Agreement and the benefits and obligations hereunder cannot be assigned or delegated by the BUYER without the express written, signed consent of the SELLER, and any attempt by BUYER to so assign or delegate shall be null and void from its inception.

15.  SEVERABILITY. Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain in full force and effect.

16.  LAW AND JURISDICTION. Any and all disputes between the parties to this Agreement, whether arising from the Agreement itself or from alleged extra-contractual facts prior to, during, or subsequent to the formation of this Agreement, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of the contract or Agreement, and including all disputes that arise out of or relate to Products or to sales and contracts for sale of Products shall be governed by and construed in accordance with the laws of the State of Pennsylvania without reference to conflict of laws principles. The parties agree to exclude the application of the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in Pennsylvania shall have exclusive jurisdiction over any dispute concerning Products, this Agreement, or any sale or contract for sale of Products. Any court action must be filed within twelve (12) months from the date the claim has accrued, or is forever waived and barred.

AVERY DENNISON CORPORATION
PERFORMANCE POLYMERS DIVISION – NORTH AMERICA