Terms and Conditions

WRITING CONSTITUTES SELLER'S OFFER

This writing, including the terms and conditions attached, constitutes Seller's offer to sell solely in accordance with the exact terms set forth and supersedes all prior proposals made with respect to the subject matter. No reference herein to Buyer's inquiry shall in any way modify the terms and conditions hereof. If, in lieu of acknowledging acceptance hereon Buyer shall issue its purchase order or if Buyer's purchase order shall have been issued first, Buyer's receipt hereof or of the equipment ordered shall in all cases constitute Buyer's unqualified acceptance of this offer, and no different or additional terms and conditions contained on such purchase order which are hereby objected to by Seller shall in any way be incorporated herein unless specifically agreed to in writing by Seller's authorized representative.

The sales personnel of the Seller are not authorized to make warranties about the merchandise described in this contract. Seller's employees' ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES, shall not be relied upon by the Buyer and are not part of the contract for sale. The entire contract is embodied in this writing and NO OTHER WARRANTIES are given beyond those set forth in this written contract. This writing constitutes the final expression of the parties' agreement and is a complete and exclusive statement of the terms of that agreement.

LIMITED WARRANTY

The Seller warrants that the merchandise to be delivered will be of the kind and quality described in the order contract and will be free of defects in workmanship or material. Should any failure to conform to this warranty appear within one (1) year after the initial date of delivery, the Seller will, upon notification thereof and substantiation that the goods have been stored, installed, maintained and operated in accordance with the Seller's recommendations and standard industry practice, correct such defect by suitable repair or replacement F.O.B. Seller's factory or at its option refunding the purchase price.

All labor on the Buyer's premises or any premises other than the Seller's factory or repair station either by the Buyer's own personnel or by any contractor employed by the Buyer for the purpose of removing the defective material or replacing material furnished by Seller under this warranty or otherwise, shall be borne by the Buyer.

THE WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANT OF QUALITY, WHETHER EXPRESSED OR IMPLIED, EXCEPT THE WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT. Correction of nonconformity in the manner and for the period of time provided above, shall constitute fulfillment of all liabilities of the Seller to the Buyer with respect to the goods, whether based on contract, negligence, strict liability, or otherwise. Obligations created by this Limited Warranty shall be suspended for such time that Buyer is past due in payments due the Seller, or for other reasons of default by Buyer.

LIMITATION OF LIABILITY

The Seller shall not under any circumstances be liable for special or consequential damages such as, but not limited to, damage or loss of other property or equipment, loss of profits or revenue, loss of capital, cost of purchased or replacement goods, or claims of customers of the Buyer. The remedies of the Buyer set forth herein are exclusive, and the liability of the Seller with respect to any contract, or anything done in connection therewith such as the performance or breach thereof, or from the manufacture, sale, delivery, resale, installation or use of any goods covered by or furnished under this contract whether arising out of contract, negligence, strict liability or any warranty or otherwise, shall not, except as expressly provided herein, exceed the price of the goods upon which such liability is based. The design and furnishing of machine guards, by Seller, reflecting Seller's interpretation of OSHA regulation compliance at the time of shipment, does not relieve User of User's sole responsibility for workplace safety.

FACTORY SERVICE

Services provided by Seller's Field Representative include consultation on application, installation and operation of equipment manufactured by Seller. Service from the factory is not included in stated prices, but is available and rates will be quoted upon request.

DELIVERY

Delivery of equipment or parts shall be made F.O.B. Seller's factory or other point of shipment. Seller will exercise reasonable diligence to ship on dates indicated on Proposal Form or Order Verification; however, it should be understood that shipping dates are approximate and are based upon prompt receipt of all necessary information. Seller shall not be liable for delay in delivery, or failure to manufacture, due to causes beyond its reasonable control such as acts of God, acts of the Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantines, restrictions, war, riot, delay in transportation, car shortages and inability due to causes beyond its reasonable control to obtain necessary components, labor, materials or manufacturing facilities. Notwithstanding any previous shipping commitments, Seller may withhold shipment until all prior-to-ship commitments of Buyer, including payments, have been fulfilled.

PRICE CHANGES

Quoted prices pertaining to motors, generators, turbines, starters and other components not of Seller's manufacture shall be subject to adjustment by the full increase made to Seller by the outside supplier of such equipment during the period between the date of quotation and the date of shipment.

Quoted prices on equipment of Seller's manufacture shall remain firm after the Buyer has signed and accepted this Warranty and Standard Conditions of Sale.

PAYMENTS

Payments shall become due and payable within ten (10) days from the earlier of (i) date of shipment, or (ii) date of invoice. If shipments are delayed by act of omission of the Buyer, payment shall be made based on the purchase price and the percentage of completion. Unpaid balances, after the agreed terms, will bear interest at the maximum legal rate. Equipment held for the Buyer shall be at the risk and expense of the Buyer.

If the financial condition of the Buyer at any time does not, in the judgment of the Seller, justify continuance of the work to be performed by Seller hereunder on the terms of payment originally specified, Seller may require full or partial payment in advance. In the event of bankruptcy or insolvency of the Buyer, or if any proceeding is brought by or against the purchaser under the bankruptcy or insolvency laws, Seller may cancel any order then outstanding and shall receive reimbursement for its work and expenditures.

TITLE AND SECURITY

The title to goods and risk of loss will pass to the Buyer at the time of delivery of the shipment to the carrier. The right to possession to the goods to secure the payment of the purchase price shall remain with the Seller until payment has been made in full. Buyer agrees to execute a security agreement and financing statement.

SALES AND SIMILAR TAXES

Unless expressly stated, Seller's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price, the amount of any present or future sales, use, excise or similar tax applicable to the sale of the equipment hereunder shall be paid by the Buyer, or in lieu thereof, the Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.

CANCELLATION

The Buyer may cancel his order only upon written notice and upon payment to Seller of reasonable and proper cancellation charges.

GENERAL

The Buyer shall not assign his order or any interest therein or any rights hereunder without written consent of Seller. No waiver, alteration, or modification of any of the provisions hereof shall be binding unless in writing and signed by a duly authorized representative of the Seller.