Terms and Conditions

Coating Place, Inc. (CPI) offers Wurster coating research and development (R&D) services for coating formulation development and feasibility studies. The terms and conditions for these services are as follows:

Scheduling
A CPI project coordinator will work with the Client to organize all activities related to the project. Scheduling of actual coating unit time will depend on unit availability, coordinator availability and project needs. The coordinator may choose to transfer some activities to other qualified CPI personnel or laboratories if required for any reason. Such changes are made at the approval of the Client.

Client Involvement
The Client is allowed and encouraged to be present for all project activities and may actively participate, subject to approval of the CPI project coordinator and his/her substitute. All final decisions as to the experiments, experimental conditions and all project convers will be discussed with the Client and are subject to approval of the CPI coordinator or his/her substitute. CPI personnel are required to follow direction of the project coordinator. The Client must direct all instructions through the project coordinator.

Documentation
A written report on trial activity will be provided at the conclusion of the trial work by CPI. The extent of the report will depend on the need of the project. To protect business interest, CPI reserves the right to refuse photographs of coating units and facilities and may choose to restrict availability of other documents.

Confidentiality
It is standard policy at CPI to hold Client information as confidential. Confidentiality concerns will be documented in a Confidentiality Disclosure Agreement (CDA) if desired by the Client or CPI. CPI information related to its expertise, formulations, equipment design, and facilities are proprietary and confidential. CPI reserves the right to withhold information that is not adequately protected by the CDA or interest of the Client.

License and Discovery
CPI inventions, improvements or modifications to new or existing equipment, processes, formulations or other information discovered during the research and development phase by CPI for the Client shall remain in the property of CPI. CPI will grant to the Client a royalty free right to use said inventions, formula improvements, or modifications, with no right to sublicense if the subsequent production occurs at CPI or an affiliates facility. CPI further agrees not to use said inventions, improvements or modifications to produce, sell, or distribute any product, or material use in any product, produced, sold, distributed, or marketed in competition with the client.

Guarantee
CPI with strive to perform all trials in a manner consistent with proper and diligent conduct. Nevertheless, all work subject to this agreement is considered research and as such, no proposed or intended results can be guaranteed. Coating R&D work within the scope of this agreement is typically an iterative process with a serial trial/evaluation/trial/evaluation sequence until desired function or result is achieved or a determination has been made that further work is not to be pursued. Clients typically perform evaluations. Evaluations performed by CPI may be subject to additional feeds and will require the availability of suitable evaluation criteria. Experience within CPI helps to minimize the number of iterations and experiments involved; however, it does not eliminate the iterative process. CPI strives to optimize all services in terms of both quality and efficiency.

Terms of Sale
Terms of sale are net 30 days of invoice. An additional 1.0% interest per month will be added on all balances beyond 30 days.

These Terms and Conditions ("Terms") apply to all Purchase Orders ("POs") issued by Coating Place, Inc. ("CPI" or "Buyer"). By accepting and fulfilling a PO, the seller ("Supplier") agrees to be bound by these Terms. These Terms may be updated from time to time and will apply to future POs upon publication.

Notices
All PO-related communications must be directed to the Buyer contact listed on the PO.

Supplier Responsibilities
Supplier agrees to:

1. Provide goods and services as outlined in the PO or other written agreement.

2. Keep Buyer informed of order status.

3. Allow Buyer representatives reasonable access to review delivery or performance.

4. Provide appropriate progress reports when requested.

5. Maintain records of time worked, material costs, and expenses for time-based or reimbursable orders, available for Buyer review upon reasonable notice.

Acceptance of Terms
Shipment of goods or performance of services constitutes acceptance of the PO and these Terms. If Supplier objects to any terms, written notice must be provided within 10 calendar days of PO issuance.

Inspection and Acceptance
All goods and deliverables are subject to inspection and approval by Buyer. Payment does not constitute final acceptance. Non-conforming goods may be returned at Supplier's expense.

Rejection and Returns
Buyer may reject any non-conforming goods or services and cancel any part or all of the PO. Acceptance of any part of the PO shall not bind Buyer to accept future shipments of non-conforming goods or deliverables. Return shipping for rejected items is at Supplier's cost. Replacements must be authorized by Buyer.

Delivery and Delays
Delivery must meet the schedule specified in the PO. Supplier must notify Buyer of any anticipated delays. Buyer may cancel delayed orders and seek remedies, including cover and damages. Expedited shipping costs to meet deadlines will be at Supplier’s expense.

Invoices
Invoices must be issued per shipment and only after goods or services are delivered, unless otherwise agreed. Payment terms and discounts start from the invoice date. Buyer may deduct discounts from the full invoice amount or PO value.

Payment Terms
Unless stated otherwise, Buyer will pay net 30 days from invoice date. Buyer may withhold disputed amounts in good faith. No payment will be made prior to receipt of goods unless agreed upon beforehand.

Warranties
Supplier warrants that (a) All goods are new, merchantable, and conform to specifications; (b) All services are performed by qualified personnel in a professional manner; and (c) Deliverables will function as specified and not infringe third-party rights. Warranties extend to Buyer, its customers, and end-users.

Limitation of Liability
Buyer is not liable for indirect, incidental, or consequential damages. Total liability is limited to the greater of (a) the amount paid for the specific goods/services or (b) $1,000.

Force Majeure
Neither party is liable for delays due to causes beyond reasonable control, such as natural disasters, labor strikes, or pandemics. Affected party must notify the other and resume performance as soon as possible.

Shipping and Delivery Terms
Unless stated otherwise, goods must be delivered FOB at CPI’s facility. Supplier must use economical shipping methods if Buyer does not specify routing. All shipments must include a packing list and reference the PO number.

Freight and Risk of Loss
Supplier is responsible for damage or loss in transit beyond carrier liability limits, up to the full value of the goods.

Confidentiality and Publicity
Supplier must keep all Buyer information confidential and not disclose or publicize the relationship without written consent. Disclosure is permitted only as required by law or to personnel with a need to know.

Buyer Property
All tools, equipment, or materials provided by Buyer remain Buyer property, as applicable. Supplier must store them separately, insure them, and return them in good condition upon request.

Materials Safety Data Sheets (MSDS)
Supplier must provide MSDS and compliant labeling with each shipment and provide updates as required by law.

Environmental and Safety Compliance
Supplier must (a) Follow all applicable environmental, safety, and health laws; (b) Notify Buyer of any relevant incidents or violations; and (c) Cooperate with inspections and implement corrective actions requested by Buyer.

Legal and Regulatory Compliance
Supplier shall (a) Comply with all applicable federal, state, and local laws; (b) Ensure goods comply with FDA, OSHA, and Fair Labor Standards Act; and (c) Support small business subcontracting goals where applicable.

Entire Agreement
These Terms and any referenced agreements constitute the full agreement between the parties. Conflicting terms in other documents are not binding unless agreed to in writing by Buyer.

Assignment
Supplier may not assign the PO without written Buyer consent. Buyer may assign its rights to affiliates. These Terms bind and benefit each party’s successors and permitted assigns.

Need Help or Have Questions? Please contact the Buyer representative listed on your Purchase Order.