Revised: 12/14/2012

  1. Contract Terms. Buyer's acceptance of delivery of the goods described on this invoice (the "Goods") will constitute acceptance of the terms and conditions set forth below, unless the Goods are sold pursuant to a previously executed written contract signed by both the Buyer and an officer of Spectrum Brands, Inc. ("Spectrum"). These terms and conditions govern the sale of the Goods, notwithstanding any additional, different, inconsistent, or contradictory terms that may appear in any purchase order, electronic order via EDI or other document prepared by the Buyer but not executed by an officer of Spectrum. Buyer's purchase order, shipping request, electronic order via EDI or similar form containing printed terms and conditions adding to, conflicting with or inconsistent with these terms shall not modify any of these terms.
  2. Pricing. All prices are F.O.B. destination, unless otherwise specified in writing by Spectrum, and are subject to adjustment, without notice, to Spectrum's prices in effect at the time of shipment. Any increase in transportation rates or any changes in routing resulting in an increase in transportation costs shall be paid and borne by Buyer. The price does not include any taxes or other assessments which are the sole responsibility of Buyer.
  3. Payment. A service charge of the lesser of 1 and ½% per month (equal to 18% per annum) or the maximum legal rate will be added to all past due amounts. At any time and in its sole discretion, Spectrum may limit or cancel the credit of Buyer and may require or demand payment or adequate assurances of performance of Buyer.
  4. Security Interest. Buyer hereby grants Spectrum a security interest in all goods delivered hereunder until the purchase price and all other liabilities due Spectrum have been fully paid. Buyer will execute any instruments or documents Spectrum deems appropriate to perfect that security interest, and Spectrum may file a copy of this agreement as a financing statement for that purpose.
  5. Inspection, Acceptance of Delivery. Buyer will inspect the Goods promptly after delivery. No claim for error or nonconformance of delivery, for damage, or for shortage may be asserted later than 30 days after delivery. Spectrum must consent in writing to any returns by issuing a Returned Goods authorization number prior to any product being returned. Concealed shortages must be reported to the delivering carrier to amend the Proof of Delivery within 14 days of the original delivery date. Buyer shall be deemed to have accepted the Goods unless such a claim is filed in writing by notifying Spectrum at: Spectrum Brands, Inc., 3001 Deming Way, Middleton, Wl 53562-1431, Attention: Credit Department. A copy of the delivery receipt must accompany all claims. Buyer also will be deemed to have accepted any Goods that Buyer alters.
  6. Limitation of Remedies. Spectrum's liability on any claim for damages under this contract shall be limited to direct damages, unless otherwise required by law. Notwithstanding any other provision of this contract or any provision contained in other documents related to the Goods, neither Spectrum nor its affiliates or subsidiaries or any of their respective officers, directors, employees or agents shall be liable to or through Buyer for any indirect, incidental, or consequential damages (including, without limitation, lost profits, lost revenue, and/or failure to realize expected savings) sustained or incurred in connection with the performance or nonperformance of any services, or the use or operation of the Goods, regardless of the form of action and regardless of whether or not such damages are foreseeable.
  7. Time for Bringing Suit. Any legal action for breach of this contract of sale or arising from or in connection with any defect or failure of any Goods or for the performance or nonperformance of any obligation of Spectrum hereunder (including any post-audit claims) must be brought within 24 months following acceptance of the Goods.
  8. Limitation of Warranties. Spectrum's warranty appears on the Goods or on the packaging containing the Goods. THE WARRANTY THAT APPEARS ON THE GOODS THEMSELVES IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Spectrum's warranty does not cover defects or damage caused by failure to provide a suitable storage environment for the Goods, use of the Goods for purposes other than those for which they were designed, damage during shipment, or any abuse or misuse by the Buyer or other third parties.
  9. Excusable Delays and Time of Delivery. Spectrum is not liable or responsible for delay or failure to perform any of Spectrum's obligations to make delivery of Goods occasioned by (a) any cause beyond its reasonable control, including, without limitation, a labor dispute, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation, governmental, regulatory or legal action, act of God or (b) by acts or omissions of Buyer, including, without limitation, Buyer's failure to promptly comply with the terms of payment ("Excusable Delays"). The date of delivery must be extended for a period equal to the time lost by reason of any of the Excusable Delays. Buyer's acceptance of the Goods shall constitute a waiver of any claim for late delivery.
  10. Indemnification. Buyer must defend and indemnify Spectrum and its employees and agents against all sums, costs, liabilities, losses, obligations, suits, actions, damages, penalties, fines interest and other expenses (including attorneys' fees) that Spectrum may incur or be obligated to pay as a result of Buyer's negligence, use, ownership, maintenance, transfer, transportation or disposal of the Goods.
  11. Governing Law: Jurisdiction. The validity, construction and performance of these terms are governed by, and must be construed in accordance with, the laws of the State of Wisconsin, without regard to its conflicts of law provisions. The U.N. Convention on Contracts for the International Sales of Goods does NOT apply to these terms. The Buyer hereby attorns to the non-exclusive jurisdiction of the courts of the State of Wisconsin and all courts competent to hear appeals there from in any action, suit, or proceeding related to or in or in connection with these Terms or the Goods.
  12. Severability: If any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable to the extent of its illegality, invalidity or unenforceability, and such provision will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity or enforceability of such provisions or of any other provisions of these Terms in any other jurisdiction.