A CONTRACT (“CONTRACT”) FOR THE SALE OF PRODUCTS ("PRODUCTS") BY SHOTSTOP® BALLISTICS, LLC OR ANY OF ITS SUBSIDIARIES ("SSB”) OR ANY OF ITS OFFICIAL PRODUCTS DEALERS (“DEALER”) TO THE PURCHASER OF THE PRODUCTSS (“CUSTOMER”) SHALL BE FORMED UPON WRITTEN ACCEPTANCE BY SSB OF CUSTOMER’S PURCHASE ORDER (“ORDER”), BY MEANS OF SSB’S “CONFIRMING SALES ORDER,” BUT NOT OTHERWISE. ALL SALES OF PRODUCTSS ARE SUBJECT TO THESE “TERMS AND CONDITIONS” WHICH ARE HEREBY INCORPORATED BY THIS REFERENCE, IN THEIR ENTIRETY, IN EACH CONTRACT. TERMS OR CONDITIONS IN ANY CUSTOMER PURCHASE ORDER THAT CONFLICT WITH OR CONTRADICT THESE TERMS AND CONDITIONS WILL NOT MODIFY THE CONTRACT OR ANY RIGHTS OR OBLIGATIONS THEREUNDER, UNLESS CONFIRMED IN A WRITING SIGNED BY SSB.

INTERPRETATION – For the avoidance of doubt, in the event of any conflict, ambiguity or inconsistency found in the terms of any of the following documents, the following order of precedence shallcontrol, notwithstanding any statements in Customer’s documents to the contrary: A. SSB’s Confirming Sales Order; B. These Terms and Conditions; C. Customer’s Purchase order.

PRICES – All prices shall be quoted and paid in U.S. dollars, unless otherwise agreed. SSB's quoted prices in its standard quotation form (“Quotation”) shall apply for thirty (30) days from the date of the Quotation, or as otherwise stated therein. Prices are otherwise subject to change at any time in the discretion of SSB. Prices are quoted for Products only and do not include applicable taxes,impositions and any other charges, fees, shipping charges and duties. Customer is responsible for all such amounts unless otherwise agreed in writing.

TERMS OF PAYMENT – All shipments will be accompanied by SSB’s invoice (“Invoice”) via Email. Credit purchases must be approved in advance by SSB, and payment of the total Invoice amount on a credit purchase, without offset or deduction, is due thirty (30) days from the Invoice date. On any past due Invoice, SSB may charge interest from the payment due date to the date of payment (at 1 1/2 % per month). If SSB initiates a collection action on any past-due Invoice, it shall be entitled to collect reasonable attorney fees and collection costs in addition to the amount of the Invoice and accrued interest. SSB may change the terms of Customer's credit prospectively at any time effective immediately upon notice to Customer.

DELIVERY AND TITLE – Unless otherwise agreed in writing, all Products will be shipped prepaid from SSB’s designated facility in Stow, Ohio USA. Shipment beyond such point will be arranged by SSB in accordance with the Contract. Title and risk of loss pass to Customer upon delivery of the Products to the carrier. Unless otherwise specified in the Contract, SSB will choose the appropriate carrierand shipping and freight payment methods to ship Products to Customer. The carrier is the agent of Customer. Customer shall be responsible for all shipping costs and any applicable surcharges. SSB is not responsible for any damages or loss which may occur during shipment of SSB Products from SSB to Customer. In the absence of agreement, SSB may prepay the freight costs and add all costs to the Invoice for the order. SSB is not liable for any loss or damage during transit. SSB's delivery dates are estimates only and SSB is not liable for delays in delivery.

INSPECTION; ACCEPTANCE OF PRODUCTSS AND PRODUCTS EXCHANGES – All Products shall be subject to SSB’s “Return and Credit Policy” which is as follows:

1. Definition of “Purchasing Location”: The Purchasing Location is the website, store or seller that Customer has placed their Order for SSB Product with. If Customer has purchased SSB Products directly from SSB’s retail website (shotstop.com) then Customer may directly reach out to SSB for assistance. If Customer has purchased SSB Products anywhere else other than SSB’s official retail site, (i.e., an authorized reseller (“Dealer”)) then Customer cannot contact SSB directly for assistance with their Order and must reach out to Dealer from whom Customer purchased SSB Products from for assistance on all matters. The Dealer shall then communicate to SSB on Customer’s behalf. SSB cannot assist any Customer directly that has purchased SSB Products from anywhere except SSB’s Direct official retail site, without exception. All of the terms found in this Contract shall apply to all new SSB Products sales, whether a Direct sale or Dealer sale.

 

1. Definition of Sold Products: SSB defines a sold plate once the permanent label is applied to the back of the plate, even if it has not been shipped or picked-up. Thereafter, any changes to the order shall incur a $15 processing fee applied to each Products to Customer with no exceptions.

 

1. Inspection Period: Shipping damage/loss claims, or Exchange requests must be submitted to the Customer’s Purchasing Location within ten (10) calendar days from the date of delivery for the Products. SSB reserves the right to not authorize any return and/or subsequent credit if the request is not made within this time period. Customer shall not ship back any Products to SSB without a Returned Material Authorization Number (“RMA Number”).

 

1. Damage or Loss in Transit: If Customer suspects there is damage or loss caused by the carrier during transit, Customer shall provide photographic or video images of sufficient quality of the damaged Products, as well as the package that the Products arrived in, to allow reasonable review of the Products by SSB quality personnel. Customer shall submit required information to their Purchasing Location. If Customer suspects loss of SSB Products, Customer shall contact Purchasing Location immediately and provide reason of loss suspicion as well as the order number and shipment tracking number. Customer shall not contact the carrier regarding the damage or loss of SSB Products. Upon receiving the images or notification of order damage or loss, SSB may, at its sole discretion, send a return label to Customer for SSB quality control personnel to more closely inspect the damage. If damage is found, SSB will ship a replacement to the “Ship To” address at SSB’s cost. If no damage is found, no further action will be taken, and the Products will be shipped back to Customer at Customer’s expense. If package is lost in transit or delivery, SSB shall initiate a claim with the carrier upon timely notification by Customer. Upon approval of the claim by the carrier, SSB shall reship the affected Products at SSB’s cost. If the claim is denied by the carrier, no further action will be taken. SSB is not responsible for any damages or loss which may occur during shipment of SSB Products.

 

1. Return Policy: No returns are accepted. All sales are final.
2. Exchange Policy: Exchanges may be requested if the request is not relating to any warranty items or damage/loss claims. A $15 per individual Products exchange fee shall be due prior to shipment of exchanged plates, plus any applicable shipping costs. Cost of shipping from Customer to SSB is the responsibility of Customer. All SSB Products sent back to SSB must be in new, resalable condition with no visible abnormalities or signs of use and conform to all SSB quality tolerances. If SSB determines, within its sole discretion, the received Products to not be in Resalable Condition, the Products shall be shipped back to the Customer at the Customer’s expense. All exchanges will be resent to the original “Ship To” address found on the original order. SSB reserves the right to withhold all Products until all applicable invoices, fees, duties or shipping costs are paid in full by Customer prior to reshipping new exchange Products or original Products. SSB reserves the right to deny any Exchange request at any time. Exchanges are not permitted for International purchases outside of the United States.

 

1. How to Start an Exchange: Customer shall contact its Purchasing Location and provide the following information: original order number; and full part numbers of the requested exchanged Products. If SSB approves the exchange, an RMA number will be issued to Customer. Customer shall write this RMA number on the original packing slip and include the slip in the returning package. SSB or Dealer may issue a return label to be later billed to Customer or Customer may safely package then ship Products back to the address provided at the time of RMA issuance. Once the RMA has been issued, Customer must deliver the exchange Products back to SSB within 15 calendar days or the RMA is considered abandoned and will be cancelled.

 

1. Exchange Processing: Once SSB receives the exchange Products, SSB shall: inspect the received SSB Products to ensure compliance with SSB Quality Tolerances; ensure Customer is in compliance with the Return and Credit Policy; issue an invoice to Customer for all processing fees, upcharges or shipping costs; ship the exchanged Products once invoice is paid in full. SSB shall only ship the exchanged Products to the original “Ship-to” address found on the Order. Exchange processing time is 10-15 business days from the date the Products is received back from Customer.

 

1. What Constitutes a Warranty Claim: Every SSB Products is hand finished and variances in appearance, shape and weight are expected and do not constitute a warranty claim. SSB Products are inspected by SSB’s ISO:9001 quality control standards prior to shipment. The full terms of SSB’s limited warranty are found in “SSB’s Limited Warranty” statement found in this Contract.

 

1. How to Start a Warranty Claim: Customer shall provide photographic or video images of sufficient quality to allow reasonable review of the Products by SSB quality control personnel to Customer’s Purchasing Location. Customer shall provide photos of the possible defect as well as a picture of the full Products label.
2. Warranty Claim Processing: SSB shall carefully review Customer’s pictures and may send a shipping label to Customer in order for SSB to review the plates at SSB HQ to determine the nature of the warranty claim. If SSB determines that the Products conform to SSB quality and manufacturing specifications, then no further Warranty action will be authorized, and Customer will be notified accordingly. If SSB has possession of the Products, it will send the Products back to Customer, at Customer’s expense. If SSB determines that a return is justified under the Warranty, then SSB will provide Customer with an RMA. SSB may then elect, at its option, to have the Products sent back to SSB for replacement or repair, at SSB’s expense. Warranty replacement or repair processing time is 10-15 business days from the date the Products is received back from Customer. Replacement Products may not be of the same model number as the original SSB Products but will be of the same threat protection level; this may occur due to superseded or discontinued models after the issue date and Customer will be notified if a change of Products model is required.

 

SSB'S LIMITED WARRANTY – SSB warrants the Products against defects in material and workmanship from the date found on the “Issue Date” line on the Products label. The warranty length is determined by the warranty length period stated on the SSB Products label. Any alterations made or appearing to be made to the SSB label found on the SSB Products will automatically void any and all warranties. Any discrepancies found with the serial number found on the SSB label on the SSB will automatically void any and all warranties for that serial number. This Warranty shall be null and void to any Product which has been subjected to misuse, abuse, negligence or accident by Customer. Variances in coating finish, texture, or evenness are to be expected and does not constitute a warranty claim. Damage caused by shipment of SSB Products is not covered under this Warranty. If Customer discovers a defect covered by this Warranty during the time period listed on the Product’s label following the date of original sale, subject to SSB’s “Return and Credit Policy,” SSB may, in its sole discretion, either: (1) repair and return the Products, (2) replace the Products at no cost to Customer; or (3) refund Customer's purchase price. Warranty claims must be made to SSB in accordance with the SSB “Return and Credit Policy.” This Warranty is conditioned on SSB receiving notice of any defect subject to this Warranty within (10) days of the Customer’s discovery of the defect. THIS IS THE COMPLETE SSB WARRANTY (“WARRANTY”). SSB MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND REJECTED.

LIMITATION OF LIABILITY – SSB’S LIABILITY TO CUSTOMER IS LIMITED TO ITS OBLIGATIONS CONTAINED IN ITS LIMITED WARRANTY (ABOVE). SSB IS NOT LIABLE FOR, AND CUSTOMER IS NOT ENTITLED TO COLLECT, ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, COSTS OF REWORK, MANUFACTURING EXPENSE, LOSS DUE TO INJURY TO REPUTATION, OR LOSS OF CUSTOMERS OR BUSINESS. UNDER NO CIRCUMSTANCES SHALL THE AMOUNT OF DAMAGES COLLECTED BY CUSTOMER EXCEED THE PRICE OF THE PRODUCTS AT ISSUE.

INDEMNITY – CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD SSB AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS HARMLESS FROM ANYAND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES, COSTS, LIABILITIES, SUITS, ACTIONS, AND PROCEEDINGS, INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES, ARISING OUTOF OR RELATED TO CLAIMS BASED ON: (i) BREACH OF THE CONTRACT BY CUSTOMER, (ii) CUSTOMER’S NEGLIGENCE, (iii) CUSTOMER’S STORAGE, PREPARATION, INSTALLATION, USE, OR MAINTENANCE OF ANY OF THE PRODUCTSS, (iv) CUSTOMER DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (v) CUSTOMER’S MODIFICATION OF ANY OF THE PRODUCTSS, OR (vi) USE OF ANY OF THE PRODUCTSS IN COMBINATION WITH OTHER PRODUCTSS. SSB is not responsible for material losses incurred during the toll impregnation process of Customer-supplied goods. Customer will be billed on input fabric quantity and not pre- impregnation yield quantity for all toll impregnation purchase orders.

FORCE MAJEURE – SSB is not liable or responsible and will not be deemed to have defaulted under or breached this Contract for any failure or delay to perform its obligations under the Contract orfor any other loss due to causes beyond its control or unforeseen circumstances, including without limitation, acts of God, acts or omissions of the Customer, labor actions or strikes, material or transportation shortages or delays, inability to obtain labor or materials through regular sources, epidemics, pandemics, or other medical crises, threats or acts of terrorism, governmental laws orregulations or orders, required governmental authorizations, governmental actions, embargoes or blockages, national or regional emergency, war, invasion, hostilities, fire, flood, earthquake, explosion, disasters and riot or other civil unrest.

SSB’S MATERIALS – All of Customer’s tooling, goods and other property in SSB’s possession shall be fully insured by Customer, and Customer releases SSB from all liability for loss of or damageto such items. At any time after twenty-four (24) months following completion of any order requiring the use of such items, SSB may use, return or dispose of such items, in its sole discretion, without liability to Customer.

TERMINATION – SSB may terminate the Contract immediately at any time upon any material breach by Customer. In addition, if Customer ceases to conduct its operations in the normal course ofbusiness or is unable to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Customer, or a receiver for Customer is appointed or applied for, or Customer makes an assignment for the benefit of creditors, SSB may promptly terminate this Agreement without liability. No such termination by SSB shall relieveCustomer of Customer’s obligation to pay for Products delivered through the date of termination or to compensate SSB for damages caused by Customer’s breach.

NON-ASSIGNMENT – Customer shall not assign a Contract or any rights or obligations under a Contract, directly or indirectly, without the prior written consent of SSB and any attempted assignment shall be void.

EXPORT CONTROLS AND IMPORT LAWS AND REGULATIONS –

SSB’s Products and technology may be subject to export controls, economic sanctions and anti-bribery laws and regulations of the United States and other countries in which SSB operates. Customer will comply with all applicable laws, executive orders, regulations, ordinances, rules, proclamations, demands and requisitions of national governments or of any state, local or other governmental authority, including, but not limited to: (i) U.S. Export Administration Regulations (EAR); (ii) U.S. International Traffic in Arms Regulations (ITAR); (iii) regulations and executive orders administered by the Department of the Treasury’s Office of Foreign Assets Control (OFAC); (iv) U.S. Foreign Corrupt Practices Act (FCPA); and (iv) relevant export controls, economic sanctionsand anti-bribery laws and regulations of other countries.

In the event of re-export or transfer, Customer will ensure that all required permissions (i.e., export licenses, permits, etc., as applicable) will be obtained by the exporter. Customer warrants that it shall not directly or indirectly export, transfer, or in any way distribute or divert any of SSB’s Products, or parts thereof, or technology to any country or territory that is prohibited from receiving such materials under any applicable law or regulation of the United States without the express permission of the appropriate U.S. governmental agency, if applicable. Customer warrants that it shall not directly or indirectly, export, transfer or in any way distribute any of SSB’s Products, or parts thereof, or technology to persons or entities named on any United States denied or restricted party list, including, but not limited to, the Entity List at Part 744 of the U.S. Export Administration Regulations(EAR), persons or entities designated by the U.S. government as Specially Designated Global Terrorists (SDGTs), Specially Designated Terrorists (SDTs), Foreign Terrorist Organizations (FTOs) on the Specially DesignatedNational (SDN) list; or  other  applicable  government   denied   or   restricted   party   list. Customer understands that it is responsible to obtain any licenses to export, re-export, or transfer as may berequired by applicable law.

Customer certifies that it will comply with all applicable import laws and regulations, including those administered by U.S. Customs and Border Protection.

For the purposes of this EXPORT CONTROLS AND IMPORT LAWS AND REGULATIONS clause, Customer agrees that it will provide all necessary information and transactional data required forreview and, as necessary, for export authorization as determined by SSB. SSB reserves the right to refuse and/or cancel any order if, at any time, it believes that any export control and import lawsand regulations may be violated.

COMPLIANCE WITH LAW – Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Contract.

CONFIDENTIAL INFORMATION – All non-public, confidential or proprietary information disclosed by SSB to Customer is confidential, solely for the use of performing the Contract, and may not bedisclosed or copied unless authorized in advance by SSB in writing. Upon SSB’s request, Customer shall promptly return all documents and other materials received from SSB. SSB shall be entitledto injunctive relief for any violation of this Section.

RELATIONSHIP OF THE PARTIES – The relationship between the parties is that of independent contractors. Nothing contained in the Contract shall be construed as creating any agency,partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

NO THIRD-PARTY BENEFICIARIES – The Contract is for the sole benefit of the parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended toor shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Contract.

GENERAL – The laws of the State of Ohio will exclusively govern any dispute between SSB and Customer, without reference to Ohio’s conflict or choice of laws principles. Any action, suit, or proceeding arising out of or related to the Contract shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio in each case located in the City of Cleveland and County of Cuyahoga, and each party irrevocably submits to the exclusive jurisdiction of such courts in any action, suit, or proceeding. The United Nations Convention for theInternational Sale of Goods shall not apply. A Contract can only be modified by a writing signed by the authorized representative of the party against which it will be enforced. The unenforceability of anyof these terms or conditions, or any other terms and conditions of the Contract, will not affect the remainder of the terms or conditions of the Contract.

www.ShotStop.com

Ph: +1-330-686-0020

Fax: +1-330-686-0922

E-mail: Customer@ShotStop.com

 

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ADM-006 Rev. Dec. 2022.