<u>Next Generation</u> Coolant for Glass Fabrication

END USER'S LICENSE AGREEMENT

This END USER'S LICENSE AGREEMENT is between SlagEase, LLC dba Swarf Buster, a Michigan Limited Liability Company ("SlagEase" or Licensor"), and the purchaser ("Licensee") of SlagEase, LLC products for end use. Licensor and Licensee are sometimes referred to herein individually as, "Party" and collectively as, the "Parties." Capitalized terms used herein shall have the meanings ascribed to them in RECITALS.

RECITALS

WHEREAS, Licensee desires to obtain the right and license to use the Licensed IP upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto hereby covenant and agree as follows:

I. DEFINITIONS

For all terms used for purposes of this Agreement, the following capitalized terms shall have the following meanings:

1.1 "Agreement" or "Terms" shall mean this End User's License Agreement.

1.2  "Licensee Location" shall have the meaning of Licensee's place of business as indicated on Licensee's current registration with Licensor unless otherwise agreed to in writing by the Parties.

1.3 "Use Term" shall mean a period of up to 12 months from Effective Date, or earlier at the sole will of Licensor.

1.4 "Confidential Information" shall have the meaning set forth in Section 8.1.

1.5 "Effective Date" shall mean the date of purchase of Swarf BusterTM product by Licensee from SlagEase, LLC dba Swarf Buster.

1.6 "Licensed IP" shall mean the intellectual property, know-how, and derivative methods and/or formulations of SlagEase including but not limited to United States patent number 6,911,095.

1.7 "Licensee" or "Purchaser" shall mean the purchaser of Swarf BusterTM products for end use by Licensee from SlagEase, LLC dba Swarf Buster.

1.8 "Licensor" or  "SlagEase" shall mean SlagEase, LLC dba Swarf Buster.

1.9 "Party" shall mean Licensor or Licensee when referred to individually.

1.10 "Parties" shall mean Licensor or Licensee when referred to collectively.

1.11 "SlagEase Businesses" shall have the meaning of any benefit to SlagEase, LLC generally derived from, but not limited to as set forth in "II License Grant, Section 2.1".

II. LICENSE GRANT

2.1 License Grant. Effective from and after the Effective Date through the Use Term, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a temporary, revocable "at will" by Licensor, non-exclusive, limited license to use the Licensed IP solely at Licensee Location(s) as explicitly authorized by Licensor. Such license restricts the right to use and create derivative works from any patented methods and/or copyrighted materials included in Licensed IP and the right to use any trade secrets and know-how included in Licensed IP. LICENSED IP IS LIMITED FOR STRICT USE WITH PRODUCTS PURCHASED DIRECTLY FROM LICENSOR OR BY EXPRESS WRITTEN "SLAGEASE SPECIAL LIMITED USE AGREEMENT" PROVIDED  BY LICENSOR AND ACCEPTED BY LICENSEE. SUBSTITUTES FOR METHODS AND KNOW-HOW NOT EXPLICITLY PERMITTED BY LICENSOR ARE PROHIBITED AND CONSTITUTE AN INFRINGEMENT OF LICENSED IP AND A BREACH OF THIS AGREEMENT.

2.2 Copies. Unauthorized reproduction or distribution of any materials provided by Licensor or Licensee within the scope of this Agreeement constitutes an infringement of licensed IP and a breach of this Agreement.

2.3 Exclusion of All Other Rights. Except as expressly provided herein, Licensee is granted no rights or licenses whatsoever in or to the Licensed IP or any other Licensor products, services or other Licensor intellectual, proprietary or personal rights. Licensor hereby expressly reserves all rights, title, and interest not expressly granted in this Agreement. In particular and without limiting the foregoing, nothing in this Agreement will be deemed to convey to Licensee the legal title or other ownership interest in or to any Licensed IP.

2.4 No Right to Sublicense. Licensor expressley excludes and Licensee agrees not to grant sublicenses to the Licensed IP.

2.5 Intellectual Property Notices and Markings. In no event shall Licensee remove any Licensor intellectual property notices from any materials.

2.6 Quality Control. Licensor expressly excludes and Licensee agrees not to use the Swarf BusterTM or any other trademarks of Licensor ("Licensor Trademarks"). Licensee agrees not to contest Licensor's ownership of Licensor Trademarks, not to disparage or call into question the validity, value or ownership thereof, and not to use Licensor's Trademarks in connection or association with other marks, designs or logos in any manner so as to create a composite or combination trademark.

2.7 Alternate Use-Only License. Licensee may opt to acquire a license for the Licensed IP from Licensor without purchase of product from Licensor by requesting, in writing to Licensor, an alternate licensing arrangement with no requirement to purchase product from Licensor. Terms of alternate licensing of Licensed IP without the requirement to purchase product from Licensor are negotiated on a case-by-case basis, at the sole discretion of Licensor as evidenced by express written "SlagEase Special Limited Use Agreement" provided by Licensor and accepted by Licensee.

III. OWNERSHIP

3.1 Licensed IP. Licensee acknowledges and agrees that, as between the Parties and subject to the rights and licenses granted herein, Licensor is, and at all times shall remain, the sole and exclusive owner of all right, title and interest, throughout the world (including all intellectual property and other proprietary rights), in and to all Licensed IP, and any derivatives of  or improvement to the Licensed IP, whether made by or on behalf of Licensor or Licensee. No substitutes, affiliates, agents, or advertisers may negotiate any terms (including, but not limited to price), and may not act on behalf of an authorized officer of Licensor.

IV. PROTECTION OF LICENSED TECHNOLOGY

4.1 Legal Action. Licensor shall maintain sole control and discretion over the prosecution and maintenance with respect to all rights, including all intellectual property rights in and to the Licensed IP.

4.2 Protection of Intellectual Property Rights.

(a) Licensor and the Licensee shall cooperate to police diligently the Licensed IP. The Licensee shall promptly notify Licensor in writing of any unauthorized use, infringement, misappropriation, dilution or other violation of the Licensed IP of which Licensee becomes aware.

(b) Licensor shall have the primary right, but not the obligation, to bring and control any suits against any unauthorized use, infringement, misappropriation, dilution or other violation of the Licensed IP. Licensor shall be entitled to retain the entirety of any award arising from such suit.

(c) Licensee agrees to cooperate with Licensor in any litigation or other enforcement action that Licensor may undertake to enforce or protect the Licensed IP in the field of the SlagEase Businesses pursuant to Section 4.2(a) and, upon Licensor's request, to execute, file and deliver all documents and proof necessary for such purpose, including being named as a Party to such litigation as required by law.

(d) Licensee shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense. Licensee shall have no claim of any kind against Licensor based on or arising out of the Licensor's handling of or decisions concerning any such action, suit, proceeding, settlement, or compromise, and the Licensee hereby irrevocably releases Licensor from any such claim.

(e) Each Party shall bear the costs, fees and expenses incurred by it in complying with the provisions of Section 4.2, including those incurred in bringing or controlling any such suits.

V. REPRESENTATIONS AND WARRANTIES

5.1 Licensor's Representations and Warranties. Licensor represents and warrants that:

(a) it is a company duly organized, validly existing and in good standing under the laws of the state of Michigan, USA;

(b) it has the company power and authority to enter into this Agreement and bind Licensor to the obligations set forth herein, and the execution, delivery and performance of this Agreement;  and

(c) this Agreement has been duly executed and delivered by the authorized agents of Licensor, and constitutes a legal, valid and binding obligation thereof, fully enforceable against Licensor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights, and general equity principles.

5.2 Licensee's Representations and Warranties.  Licensee represents and warrants that:

(a) it is a company duly organized, validly existing and in good standing under the laws of its state of establishment;

(b) it has the company power and authority to enter into this Agreement and bind Licensee to the obligations set forth herein, and the execution, delivery and performance of this Agreement and the transactions and other documents contemplated hereby have been duly authorized by all necessary company action on the part of Licensee; and

(c) this Agreement has been duly executed and delivered by the authorized agents of such Party, and constitutes a legal, valid and binding obligation of the Party, fully enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights, and general equity principles.

 

VI. INDEMNIFICATION

6.1 No Duty to Indemnify. Licensor shall not under any circumstances, be obligated to indemnify, defend, or hold Licensee, its Affiliates, or their respective representatives, officers, directors, stockholders, employees, or agents (the "Licensee Parties"), harmless from any liability, claims, demands, causes of action, judgments, damages, or expenses (including reasonable attorneys' and experts' fees and costs) which the Licensee Parties may incur or become liable for as a result of Licensee's use of the Licensed IP.

6.2 Licensee's Duty to Indemnify. Licensee shall indemnify, defend, and hold Licensor, its Affiliates, and their respective representatives, officers, directors, stockholders, employees, and agents (the "Licensor Parties"), harmless from any and all liability, claims, demands, causes of action, judgments, damages, and expenses (including reasonable attorneys' and experts' fees and costs) which the Licensor Parties may incur or become liable for as a result of claims by any person to the extent arising from Licensee's use of Licensed IP; provided, however, that Licensee shall not be obligated to defend or hold harmless any Licensor Parties in the event that such claims, demands, causes of action, judgments, damages and, expenses arose out of willful misconduct, gross negligence, or bad faith by any Licensor Parties.

6.3 Indemnification Procedure.

(a) Promptly after receipt by the indemnified party of notice of any action, proceeding, claim, or potential claim (any of which is hereinafter individually referred to as a "Claim") which could give rise to a right to indemnification hereunder, the indemnified party shall give the indemnifying party written notice describing the Claim in reasonable detail, along with copies of any correspondence, court papers, or other writings setting forth the Claim.

(b) The indemnifying party shall have the right, at its option, to take over responsibility for the defense or settlement of the Claim, at its own expense and by counsel of its own selection.

(c) The indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense and/or settlement of any such Claim. If the indemnifying party takes over the defense of the Claim, the indemnified party shall have the right, at their own expense, to participate in the defense of such Claim.

(d) The indemnifying party shall not enter into any settlement with respect to such Claim without the indemnified party's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.

(e) In the event that the indemnifying party shall decline to take over the defense of the Claim, the indemnified party shall have the right to assume the defense of the Claim and to resolve the Claim as it finds appropriate, in its reasonable opinion; provided, however, that the indemnified party shall not enter into any settlement with respect to such Claim without the indemnifying party's prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned.

(f) In the event it is ultimately determined that the Claim in fact is covered by the indemnification provisions under Section 6.2 of this Agreement, the indemnified party shall be entitled to recover from the indemnifying party as provided in Section 6.2.

VII. LIMITATIONS ON LIABILITY

7.1 Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTEES SPECIFIED IN SECTION 5.1, LICENSOR MAKES NO WARRANTIES EITEHR EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.  LICENSEE ACCEPTS THE LICENSE GRANTED HEREIN AND ANY SLAGEASE PRODUCTS PURCHASED FOR USE IN ACCORDANCE WITH THIS AGREEMENT "AS IS" WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

7.2 Disclaimer of Consequential and Special Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR NOR ANY RELATED ENTITY THEREOF SHALL BE LIABLE UNDER THIS AGREEMENT TO LICENSEE, OR ANY RELATED ENTITY THEREOF, OR ANY OTHER THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS, DAMAGED MACHINERY OR PRODUCT, ENVIROMENTAL DAMAGE OR VIOLATION COSTS, INJURED PERSONS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF WHETHER A PARTY OR ANY RELATED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. LICENSEE UNDERSTANDS THAT LICENSED IP IS EXPERIMENTAL AND THAT ALL CLAIMS AND ASSERTIONS OF EFFECTIVENESS AND SAFETY (FROM WITHIN OR WITHOUT OF THIS AGREEMENT) ARE NOT SUBSTANTIATED, THAT RISKS OF LOSS ARE POSSIBLE, AND LICENSEE AGREES TO HOLD LICENSOR HARMLESS AND INDEMNIFIED FROM LOSS.

VIII. CONFIDENTIALITY

8.1 Protection of Confidential Information.

(a) The Parties agree that all information which is communicated from time to time by a Disclosing Party to a Recipient Party or their respective Affiliates, agents, attorneys, accountants, and employees in connection with this Agreement (whether oral, electronic or written of any kind or nature), or which is confidential and proprietary to the person disclosing the same or which is technical confidential information belonging to one Party that was already in the possession of the other Party as of the Effective Date shall be deemed secret and confidential ("Confidential Information").

(b) The Parties agree that the Confidential Information received by them from the other will be maintained in confidence and that the same will not be disclosed to or used by any person, firm, or undertaking except their own agents and employees, subcontractors or distributors hereunder who need to know and/or use such Confidential Information for the purposes of this Agreement.

(c) Any such person given access to Confidential Information shall be subject to confidentiality provisions by agreement with Licensor or Licensee no less restrictive than those set forth herein.

(d) If Recipient Party is required by law to disclose any Confidential Information it has received from Disclosing Party, it will take reasonable efforts to minimize the extent of any required disclosure and to obtain an undertaking from the recipient to maintain the confidentiality thereof. Recipient Party must promptly inform the Disclosing Party of any information it believes comes within the circumstances in the immediately preceding sentence. Recipient Party will cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking to maintain the confidentiality of such Confidential Information.

8.2 Identification of Confidential Information. All Confidential Information communicated under this Agreement in writing shall be marked by the Disclosing Party with a conspicuous legend, marking or stamp as Confidential Information. Confidential Information communicated in non-written format shall be identified by the Disclosing Party as confidential at the time of such communication and promptly thereafter reduced to writing and marked as Confidential Information by the Disclosing Party. The Parties agree that the trade secrets and know-how included in the Licensed IP shall be treated as Confidential Information regardless of whether such trade secrets and know-how are marked, stamped or otherwise identified as confidential.

8.3 Exceptions for Non-Confidential Information.

(a) Nothing in this Section 8 shall require the Disclosing Party to hold in confidence or otherwise protect its own Confidential Information from use of disclosure.

(b) Nothing in this Section 8 shall require the Recipient Party to hold in confidence or otherwise protect from unauthorized use or disclosure any information that: (i) is known to the Recipient Party at the time of receipt; or (ii) is or becomes publicly available through no wrongful act of the Recipient Party; or (iii) is rightfully received by the Recipient Party from a third party without restriction and without breach of any agreement; or (iv) is independently developed by the Recipient Party without knowledge or use of Confidential Information or breach of this Agreement.

(c) Information gathered by Licensor for "Study and Marketing" which may include Licensee location, mark, photographs, water quality measurements, use of Licensee's name, oral and written statements by and likeness of Licensee's employees, and similar information shall not be deemed Confidential Information or Licensee, and Licensee specifically authorizes and grants permission to Licensor to publish, distribute and otherwise publicly disclose such Study and Marketing information royalty-free at Licensor's will on Licensor's public internet website, in print marketing, and other forms of public media at Licensor's sole discretion.

(d) The obligations of confidence set forth in this Section 8 shall survive the termination and/or expiration of this Agreement until such information is excepted from and no longer qualifies as Confidential Information as provided in this Section 8.3.

IX. MISCELLANEOUS

9.1 Notices. All notices, requests and other communications to any Party hereunder shall be in writing and shall be given (a) by personal delivery to the appropriate address as set forth in Licensee's purchase order to Licensor (or at such other address for the Party as shall have been previously specified in writing to the other Party), or (b) by reliable overnight courier service (with confirmation) to the appropriate address as set forth in Licensee's purchase order to Licensor (or at such other address for the Party as shall have been previously specified in writing to the other Party). If to Licensor, to: SlagEase, LLC dba Swarf Buster, Attention: Jay Smith, Member, 9044 Kelly Lake, Clarkston, Michigan 48348.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5PM (local time, place of receipt) and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

9.2 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by an authorized officer of each Party. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by an authorized officer of the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

9.3 Headings. The table of contents and the article, section, paragraph and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

9.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

9.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the end users license as expressly provided herein, and supersede and cancel all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the Parties, oral and written, with respect thereto. Notwithstanding the foregoing provision, the Parties understand and agree that they may have entered into other agreements (e.g., Swarf Buster Authorized Independent Marketer Agreement, Policies, Privacy Policy agreements) which are not superseded or cancelled by this agreement.

9.6 Venue and Choice of Law. This agreement, including all matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to principles of conflicts or choice of laws or any other law that would make the laws of any other jurisdiction other than the State of Michigan applicable hereto. Parties mutually agree and accept the State of Michigan as venue, and its laws for remedy at law or equity.

9.7 Assignment. This Agreement may not be assigned by any Party hereto without the written consent of the other Party; provided, however, that each Party may assign this Agreement to a purchaser of substantially all of the Party's shares or assets or to that Party's parent, controlled subsidiary or controlled affiliate, provided that such purchaser agrees to be bound by all of the terms and conditions of this Agreement. No assignment shall relieve either Party of any of its rights and obligations hereunder. The granting of a security interest in this Agreement or Licensee's rights under this Agreement, in the nature of a conditional assignment or otherwise, shall not be construed to violate this provision; nor shall it violate this provision for any secured party to exercise its rights under any agreement relating to such security interest.

9.8 Fees and Expenses. Whether or not the transactions contemplated by this Agreement are consummated, each Party shall bear its own fees and expenses incurred in connection with the transactions contemplated by this Agreement.

9.9 Binding Nature; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and assigns, as permitted at the sole discretion of Licensor. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

9.10 Severability. This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term hereof, which shall remain in full force and effect, for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each Party agrees that such restriction may be enforced to the maximum extent permitted by law, and each Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

9.11 Specific Performance. The Parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. Offer only available while supplies last.

9.12 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

9.13 Interpretation. Any reference to any federal, state, local or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

9.14 Venue. Parties mutually agree and accept the State of Michigan as venue, and its laws for remedy at law or equity.

9.15 Acceptance of Terms. Upon Purchase of SlagEase, LLC products and/or by click-thru agreement at the "Login" page at www.SwarfBuster.com/register.aspx, the Parties hereto have caused this Agreement to be accepted as of the Effective Date by their respective authorized representatives thereunto duly authorized, acknowledged and accepted.


::Confidential Information:: Last updated 19May09

Policies

Accepting U.S. orders only at this time (sorry). Licensing available outside of the United States upon written request to SlagEase, LLC dbs Swarf Buster only. Visit our "Contact Us" page.

STANDARD POLICIES AND CONDITIONS OF SALE

1. EXCLUSIVE TERMS. The offer is expressly conditioned upon Buyer's acceptance of all the terms and conditions contained herein. The Agreement formed by Buyer's acceptance of the offer and these terms and conditions is the exclusive contract between Buyer and Seller (SlagEase, LLC, dba Swarf Buster ("SlagEase, LLC"), a Michigan Limited Liability Company) and may not be altered or amended, nor its terms waived, except in writing, signed by an authorized representative of the party to be bound thereby. Subject to SlagEase, LLC End User's License Agreement at www.SwarfBuster.com/legal.aspx ("Terms"), acceptance or acknowledgment of purchase order forms or other similar forms containing provisions different from, or deletions or additions to, the terms of this Agreement are hereby rejected and shall not be binding on Seller. Buyer shall not assign its rights or delegate its duties under this Agreement, in whole or in part, without prior written consent of Seller. Subject to SlagEase, LLC End User's License Agreement at www.SwarfBuster.com/legal.aspx ("Terms" tab), specific terms in Seller's offer shall prevail to the extent they conflict with terms below. The offer is subject to change without notice until actual receipt of its acceptance.

2.PRICE. Quoted prices are based upon present taxes (other than sales taxes), freight rates, United States Tariff classifications and import duties. Buyer shall pay any increased costs resulting from such changes or from Buyer's selection of means of transportation. Buyer shall reimburse Seller for all taxes or other charges by any national, state or municipal government upon the sale, use, production, or transportation of Product which Seller is required to pay.

3.PRICE ADJUSTMENTS. Seller may adjust Product prices at any time. Buyer may suspend orders immediately upon notice of a price increase. In the event price protection is stated in a written agreement between the parties, Seller may temporarily suspend such Product's price protection in extraordinary market conditions as determined by Seller in its discretion. Seller shall reinstate the Product's price protection upon Seller's determination that the market condition for the Product is no longer extraordinary. A restocking fee equal to 25% of the order amount plus shipping and handling will be assessed to all returned orders. In some cases, return orders will not be accepted by Seller at its discretion.

4. PAYMENT. Payment is due upon purchase. Buyer shall pay all charges, costs and legal fees incurred in collecting amounts owed. Past due balances are subject to a late payment charge of 1 1/2% per month, or the maximum amount permitted by applicable law, whichever is less.

5. CONTAINERS. Buyer may use the containers only for the storage of original contents.

6. TITLE AND RISK OF LOSS. Title and risk of loss for Products transfers to Buyer at Seller's shipping point, unless Products are shipped in Seller's vehicles in which case title and risk of loss transfers to Buyer when the vehicle first enters Buyer's property. Buyer shall unload carrier vehicle within 48 hours (Sundays and holidays excepted).

7. MEET OR RELEASE. If during the period covered by this Agreement, Buyer receives a bona fide offer to purchase Product qualifying as US origin goods under NAFTA of equal quality and quantity on the same terms and conditions as those herein, and Buyer has provided Seller with written evidence satisfactory to Seller of such offer, Seller will either: (i) meet such other offer during the time in which it continues, or (ii) permit Buyer to purchase the Product from such seller during such time and deduct the quantities purchased pursuant to such other offer from the quantity specified on the face hereof. Whatever the source of purchase, buyer is subject to SlagEase, LLC End User's License Agreement at www.SwarfBuster.com/legal.aspx ("Terms" tab), and must pay for use of this patented process.

8. WARRANTY. Seller warrants that Seller branded Products conform to Seller's published specifications at the time of delivery. Seller warrants that services provided by Seller will be consistent with Seller's standard specifications or, if none, with Seller's standard practices. Buyer acknowledges that Seller sometimes acts as a distributor for Products not branded by Seller (Resale Products) and that matters relating to the quality of the Products are not within Seller's control. Accordingly, SELLER MAKES NO WARRANTIES WHATSOEVER CONCERNING RESALE PRODUCTS. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES EXPRESS OR IMPLIED. SELLER EXPRESSLY EXCLUDES WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

9. REMEDIES. Seller's liability for nonconforming Products is exclusively limited, at Seller's option, to replacement of the defective Products or refund of the purchase price of such Products. Seller's liability for any defective or 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 the amount paid for the Products to which the services related in the 12 months prior to the event of the liability.

 

10. LIMITATION ON LIABILITY. IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES FROM ANY CAUSE OR FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF WHETHER THE CLAIM ARISES FROM ACTUAL OR ALLEGED BREACH OF WARRANTY, INDEMNIFICATION, BREACH OF CONTRACT, PRODUCT LIABILITY, CONTRIBUTION OR ANY LEGAL THEORY AND IN NO EVENT WILL SELLER BE LIABLE FOR LOST PROFITS, COSTS OR LOSSES NOT ASSOCIATED WITH DIRECT PHYSICAL DAMAGE TO PROPERTY FOR ANY CLAIMS MADE UNDER OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL SELLER'S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCTS THAT ARE THE SUBJECT OF THIS AGREEMENT FOR ANY CLAIMS MADE UNDER OR RELATED TO THIS AGREEMENT.

11. INDEMNITY. Buyer agrees to defend, indemnify and hold Seller, its officers, directors, agents, and employees harmless from all claims, demands, actions and causes of action relating to personal injury or property damage to third parties, including attorney's fees and actual costs ("Claims") incurred as a result thereof, to the extent of its negligence or arising after delivery of the Products to Buyer.

12. CLAIMS. Any claim for shortage or nonconforming Products must be made in writing to Seller within 30 days after Buyer's receipt of the Product. Any claim for non-delivery of Product must be made within 30 days after the date upon which the Product was to be delivered. As to any claim not reasonably discoverable within such 30 day period (including claims discoverable only in processing, further manufacture, other use or resale), such claim must be in writing and received by Seller within 180 days after Buyer's receipt of the Products. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of such claim. Products may not be returned without Seller's permission and transportation for return will not be paid by Seller unless authorized in advance. Amounts owing to or payable by either party under this Agreement shall be deemed finally reconciled on the first anniversary of the final delivery under this agreement and any outstanding rights of either party to receive overpayments or under payments including rights to unclaimed credits or refunds shall expire on such date.

13. FORCE MAJEURE. Seller is not liable for nonperformance or delay in performance caused by circumstances beyond Seller's control ("Force Majeure Event"). A Force Majeure Event includes, without limitation, (a) acts of God, war, riots, fire, explosions, floods, strikes, lockouts, injunctions, accidents, Product short supply, unforeseen shutdown of major sources of supply, breakage of machinery or apparatus, or national emergency, (b) Seller's inability to obtain at prices Seller deems in its discretion to be commercially reasonable, the Product, fuel, power, raw materials, labor, containers or transportation facilities, (c) the occurrence of any unforeseeable contingency making performance impracticable, or (d) compliance in good faith with any applicable governmental statute, regulation, or order. Any delivery so suspended shall be cancelled without liability, but this Agreement shall otherwise remain unaffected. This section does not apply to payment obligations.

14. QUANTITY. Seller is not obligated to deliver in any month more than a proportionate part of the maximum quantity specified, determined by dividing such maximum quantity by the total number of months included in the period of this Agreement. Available while supplies last.

15.PRODUCT STEWARDSHIP. Buyer agrees that Products will be used, handled, stored, transported and disposed of in such a manner as is necessary for the safety and protection of persons, property and the environment, and in accordance with the manufacturer's recommendations and applicable laws and regulations. Buyer agrees to instruct its employees with respect to, and to make certain that they know and understand, procedures necessary to enable them to comply with the requirements set forth herein and make certain that they are adequately trained in the use, handling, storage, transportation and disposition of the Products. Buyer further agrees to deliver the most recent edition of Product literature, including MSDSs, to its employees and customers and to maintain a written record of such deliveries. Buyer shall only sell to those who can handle, use, store, transport and dispose of Products safety.

16. TERM AND TERMINATION. The Term is for the period stated in the Agreement or, if none, continues until terminated by either party on 30 days written notice. This Agreement and any order or delivery may be terminated or suspended (a) by either party if any proceeding under bankruptcy is brought by or against the party, (b) by a party if the other party defaults in its material obligations and such default is not cured within a reasonable time if such default is curable, or (c) by Seller if it has reason to doubt the ability or willingness of Buyer to pay for the Products.

17. VENUE AND CHOICE OF LAW. This agreement, including all matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to principles of conflicts or choice of laws or any other law that would make the laws of any other juristiction other than the State of Michigan applicable hereto. Parties mutually agree and accept the state of Michigan as venue, and its laws for remedy at law or equity.

18. ACCEPTANCE OF TERMS. Upon Purchase of SlagEase, LLC products and/or by click-thru agreement at "Login" page at www.SwarfBuster.com/register/aspx , the Parties hereto have caused this Agreement to be accepted as of the Effective Date by their respective authorized representatives thereunto duly authorized, acknowledged and accepted.

Privacy Policy

Changes to this Privacy Policy

SlagEase, LLC dba Swarf Buster and its subsidiaries and affiliated companies ("SlagEase") welcome our customers, commercial visitors, business associates, investors and other interested parties to the SlagEase Web site ("Web site" or "Site"), and encourage you to read this Privacy Policy and our Legal Terms and Conditions applicable to your usage of this Site. While SlagEase is the commercial operator of this Site, SlagEase uses service providers to assist in providing software, content and hosting for our Sites. By using this Site (which is located in the United States) or other SlagEase sites accessible through this Site, you agree to be bound by this Privacy Policy, and agree that SlagEase may collect, process, transfer, use and disclose your personal data as described in this Privacy Policy.

Information Collection and Use

SlagEase respects the privacy of visitors to our Web site and is committed to maintaining all reasonable precautions to assure the privacy and security of this Web site. During your use of this Web site, personally identifiable information may be collected and processed by SlagEase. In general, SlagEase collects personal contact information (such as name, company, address, telephone number and e-mail address), which you knowingly provide, for use in our commercial relationship. At times during your visit to this Site or other related SlagEase Web sites, SlagEase may ask you to provide additional information online in order to better serve you. SlagEase will only use this information, which will be stored in the United States, (i) to provide access to specific sections of our Site, and (ii) to support your commercial relationship with us, such as fulfilling orders and requests for product information. SlagEase also collects information in an aggregated form to measure number of visits, average time spent on the Site, pages viewed, and other relevant statistics. This Site is intended to be used by SlagEase customers, commercial visitors, business associates, investors and other interested parties for their business purposes, and is not intended for individuals under 18 years of age.

Other Data

In addition, certain online technical applications require the entry of business and technical data. By providing the requested information, you are consenting to the processing and storage of such information by SlagEase. Unless advised that you want this information removed from SlagEase server, the information may be retained by SlagEase and used for future commercial communications. SlagEase will take all reasonable precautions to assure that no such information will be provided or divulged to other third party personnel, except, if applicable, those third party personnel performing Site hosting, maintenance and related Site service activities.

Cookies

SlagEase may also use Web site "cookies" to help you use our services more easily and to help us continuously improve our Web site. "Cookies" are small pieces of information that are stored on your computer that help you move more quickly through a Web site by recording information from your last visit to a Site. Some of the Web pages of this Site use cookies to better serve your needs during return visits to this Site. Your browser can be set to notify you when a cookie is received so that you may choose whether to accept it. For these purposes SlagEase may use a technology product called Google Analytics. More details on Google Analytic's Privacy Policy can be obtained at their Web site by clicking on the following link: http://www.google.com/intl/en/analytics/privacyoverview.html .

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Security

SlagEase takes reasonable precautions to keep all information obtained from our online visitors secure against unauthorized access and use, and SlagEase periodically reviews our security measures in an effort to ensure your privacy. SlagEase will not, without your permission, give, sell or provide to others for a fee any information that you provide to us, except as set forth herein. SlagEase will always ask for and obtain your permission before sharing your information with anyone other than SlagEase company subsidiaries and affiliates, and suppliers unless SlagEase believes in good faith that the law requires disclosure, or in conjunction with the sale of the business to which your individual online profile relates.

Links to Other Web sites

Our Web site may contain "links" to Web sites owned and operated by third parties. By accessing these links, which are provided for your convenience, you will leave our Site and will be subject to the privacy practices of the other Web site. This SlagEase Privacy Policy only applies to personal information you provide to to SlagEase, and not to other persons or entities.

Data Retention

Data will be retained during the time period that you are authorized to use this Web site, including any SlagEase tools accessible through this Site. Upon termination of such authorization, your personal data related to use of this Web site will be removed.

Changes to this Privacy Policy

SlagEase reserves the right to modify this Privacy Policy from time to time in order that it accurately reflects the regulatory environment and our data collection principles. Appropriate public notice will be given concerning such modifications. If you wish to verify any voluntary information collected about you, or if you wish to be removed from our Web site database, please contact us at support@SwarfBuster.com.