1. Acceptance of Terms and Conditions. 
Unless otherwise agreed in a writing signed by the parties, acceptance of the terms and conditions contained herein (the "Terms and Conditions") is an essential prerequisite to any contract made by Seller and Buyer pertaining to goods sold or services provided by Seller ("Contract").  Any offer or acceptance by Seller is made subject to and expressly conditioned upon the Terms and Conditions and no additional or different terms offered by Buyer shall become a part of the Contract unless such terms have been expressly approved in writing by an authorized agent of Seller. If the Terms and Conditions are included with an offer, acceptance of the offer is expressly limited to the terms hereof, and Seller reserves the right to withdraw the offer at any time before its acceptance by Buyer.  If the  Terms and Conditions  are included by Seller in response to a written offer made by Buyer, Seller's acceptance of Buyer's offer is expressly conditioned on Buyer's assent to the additional or different terms contained herein.  If the Terms and Conditions are not acceptable to Buyer, Buyer shall notify Seller in writing within three (3) business days after Buyer views and/or receives the Terms and Conditions.  Buyer's action in (a) accepting any goods or services, or (b) not timely notifying Seller in writing of an objection to the Terms and Conditions, shall constitute Buyer's unqualified acceptance of the Terms and Conditions.  For purposes of the Terms and Conditions, "Seller" shall mean Bobst Group USA Inc. and its affiliates and subsidiaries and "Buyer" shall mean the person or entity that orders and/or receives the goods and/or services from Seller.

2.  Purchase Price and Terms of Payment.
Terms of payment are net thirty (30) days from date of invoice.  The price for goods and services shall be payable in U.S. dollars.  If Buyer fails to pay any amount when due, Seller shall also be entitled to interest thereon from the due date at the lesser of 2% per month or the maximum permitted by law.  Seller reserves the right to modify, change or withdraw credit terms at any time without notice and to require guarantees, security or payment in advance of the amount of credit involved.  Seller may increase the price for goods or services by giving Buyer notice of any such increase prior to delivering the goods or providing the services.  Unless Buyer shall, within five (5) business days after receipt of the notice, notify Seller that it objects to the increase, the increased price shall be paid by the Buyer.  If Buyer notifies Seller of its objection, Seller shall have the right to cancel the order.  In such event, Seller's only obligation shall be to refund any amount previously paid by Buyer.  Seller reserves the right to make changes to or substitute goods provided the foregoing does not adversely affect the goods.  The purchase price for goods includes standard packing for normal shipment.  Special packing or shipping shall be undertaken at Buyer's expense.  Any tax which Seller may be required to pay or collect shall be for the account of Buyer and may be added to the price for the goods or services.

3.  Delivery, Risk of Loss and Acceptance. 
Seller's obligation is to deliver goods Ex Works (Incoterms 2000) Seller's factory of origin. plant, warehouse or such other place as Seller may specify in writing. Delivery dates given to Buyer in any manner, are approximate.  Seller will attempt to establish delivery schedules as closely as possible in accordance with the Buyer's expressed needs.  Seller shall not be liable for any delay in the performance or for damages suffered by Buyer by reason of such delay.  Goods shall be deemed accepted within ten (10) days after delivery to Buyer unless notice of claim is given in writing to Seller within that period. 
 
4.  Confidentiality. 
Buyer shall keep confidential and not disclose or make available to any third party any confidential and/or proprietary information of Seller. 

5.  Limited Warranty.
Seller warrants that it will perform services in a workmanlike manner and that goods manufactured by Seller shall, under normal use, be free of defects in material and workmanship for a period of one (1) year from the date the goods are delivered to Buyer.   Seller does not provide a warranty for goods that are not manufactured by Seller but will, if permitted, assign the manufacturer's warranty to Buyer.  THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.  If goods or services fail to meet the warranty, Seller's sole obligation is to perform the necessary adjustments or other repairs required to complete the work, repair or replace the defective goods or, in Seller's election, return to Buyer any amount paid by Buyer to Seller for the non-conforming services or goods without interest. 

6.  Limitation of Liability and Indemnification.
Buyer's remedies with respect to any claim arising out of any order or Contract, or Seller's performance in connection therewith, including any claim arising out of any defect or alleged defect in any goods or services furnished by Seller, shall be limited exclusively to the remedies specified herein.  Seller's liability shall in no event exceed a refund of the purchase price paid by the Buyer for the non-conforming goods or services.  In no event shall Seller be liable for direct, indirect, incidental, special or consequential damages including lost profits, even if Seller has been advised of the possibility of such damages, or of any claim by Buyer or any other party.   Buyer agrees to indemnify, defend and hold harmless Seller of, from and against any and all claims, liabilities, damages and expenses, including attorney's fees and costs(collectively "Claim(s)") of any nature, including any Claim related and/or incident to Buyer's purchase  and/or use of any goods, or any act or omission by Buyer, its  agents  or employees, except where a Claim results from the sole negligence of  the Seller.

7. Applicable Law/Disputes. 
Any transaction between Buyer and Seller shall be governed by and construed in accordance with the laws of the State of New Jersey.  The parties specifically exclude the provisions of the United Nations Convention On Contracts For the International Sale of Goods. For the purpose of resolving any controversy or claim between the parties, the parties agree to submit to the jurisdiction of the state courts of New Jersey unless Seller elects a different jurisdiction or if Seller directs that any such controversy or claim shall be resolved by arbitration.  The parties waive their right to a trial by jury.  If Seller elects arbitration, the following conditions shall apply: the arbitration shall be administered by and resolved in accordance with the rules and procedure then obtaining of the New Jersey office of the American Arbitration Association; the arbitration shall be conducted by one arbitrator at a location in New Jersey selected by Seller; the decision of the arbitrator shall be binding and conclusive on all parties involved; and judgment on the decision of the arbitrator may be entered in the highest court of any forum, federal or state, having jurisdiction.  If Seller is the prevailing party, Seller shall be entitled to recover all expenses, including attorney's fees and costs.  Any action or proceeding by Buyer arising out of or in connection with any transaction, including any claim for Seller's breach of contract or Seller's breach of warranty, must be commenced within one (1) year after the first to occur of the following:  delivery of the goods to Buyer or accrual of the cause of action.  

8.  Miscellaneous.
Unless otherwise agreed to by the parties in writing, the Terms and Conditions shall apply to all sales of Seller's goods or services.   Whenever the word "including" is used herein, it shall mean "including but not limited to". The Terms and conditions constitute the entire agreement between the Seller and Buyer relating to the subject matter hereof.  Except as otherwise expressly provided for herein, the Terms and Conditions may be amended only by a writing executed by the authorized representatives of both parties.  No course of prior dealings, no usage of the trade and no course of performance shall be used to modify, supplement or explain any of the provisions contained herein.  Any order accepted by Seller shall not be assigned, sold or otherwise transferred by Buyer without Seller's prior written consent.  If any provision contained herein shall be held to be invalid under any applicable statute or rule of law, such provision shall to that extent be deemed omitted and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.  Seller shall not be responsible for failure to fulfill any of its obligations or damages resulting therefrom due to causes beyond its control, including any act of God, labor disruption, lack of facilities, lack of transportation, embargo, riot, act of public enemy, war national emergency or terrorism.  Seller's failure at any time to insist upon strict performance of any term or condition contained herein shall not be construed as a waiver of any subsequent breach of any term or condition. All notices and consents required hereunder shall be in writing and sent to the other party by certified mail, return receipt requested, or by recognized overnight courier.