Terms and Conditions

SELLER'S TERMS AND CONDITIONS

The terms and conditions herein shall supercede the terms and conditions in Buyer's purchase order, or elsewhere, in the event of contradiction or inconsistency herewith. Acceptance of services rendered or delivery of any shipment hereunder shall constitute acceptance of Seller's terms and conditions.

WARRANTY

No warranty, express or implied, and no representations, promises or statements, have been made by seller unless endorsed hereon in writing, except that if the equipment is new equipment, seller adopts the warranty against defective materials and workmanship as set forth in the manufacturer's current warranty applying to such new equipment, seller warrants that service work rendered hereunder shall be performed in a workmanlike manner, with such service warranty extending for a period of 30 days from the shipping date. There is no implied warranty of merchantability or of fitness for a particular purpose for the equipment and/or service work

EXCLUSIVE REMEDY

Seller's sole liability and Buyer's exclusive remedy is expressly limited to repair or replacement of such of the equipment as is defective in workmanship or materials and/or the correction of any service work not done in a workmanlike manner. In the event Seller's repair or replacement of the equipment or except as stated above, Buyer assumes all risks incident to defective equipment and service work. Without limiting the foregoing, Seller shall in no event be liable for prospective profits or special, incidental or consequential damages whether on theories of negligence, breach of contract, breach of warranty, misrepresentation or any other legal theory, regardless of whether the loss resulted from any general or particular requirement or need which Seller knew about or had reason to know about at the time of the sale of such equipment or the performance of such service work. It is further agreed and understood that the price of the equipment and/or service work is a consideration for all provisions of this paragraph 3.

PRICES

All prices stated herein are subject to change in the event of any alterations in specification. Prices do not include installation and erection charges, freight, transportation, insurance, shipping, storage, handling, demurrage, or similar charges unless specified otherwise herein. Prices also do not include Federal, State, or other governmental taxes or license fees, or import licenses, permits, import duties or customs fees, all of which shall be the sole responsibility of Buyer.

PAYMENT TERMS

Terms of payment for the equipment and/or services shall be cash at the time of sale unless otherwise agreed between parties. If more than one delivery is made, each may be separately invoiced. Buyer shall pay to Seller the amount of all Federal, State, and other governmental sales or use taxes or license fees applicable to the sale covered hereby which Seller is liable for or is required by law to collect. If Buyer is given written notice that equipment ordered herein is completed and ready for shipment and shipment is delayed at the request of Buyer, then from and after the original shipment date specified, Seller may invoice such equipment and Buyer shall make payments due upon shipment as provided on the face of quotation or as may be amended by any rider attached.

CREDIT SALES

Seller may, in its sole discretion, sell the equipment and/or services to Buyer on credit. Credit sales shall be subject to the following terms, unless otherwise specified: (A) Net 30 days from date of invoice. (B) All credit sales shall be subject to a finance charge of one and one-half percent (1½%) per month, or the highest amount allowed by applicable law, whichever is less on past due amounts. (C) Seller retains a purchase money security interest in all equipment and/or fixtures sold under this agreement until such equipment and/or fixtures have been fully paid for.

SHIPMENT AND PERFORMANCE

Seller will exert reasonable efforts to adhere to the approximate shipment dates specified in this agreement or in any amendment thereto; but Seller shall not be responsible for any delay or variation in performance caused, or contributed to, by current or future events beyond it's reasonable control and, without limiting the generality of the foregoing, shall not be responsible for any delay or variation in performance caused, or contributed to, by completion of contracts accepted prior to the acceptance of this contract, delay in or absence of receipt of necessary instructions from Buyer, accepted changes in specifications, accidents, strikes, fires, floods, embargoes, civil commotion, epidemics, conditions arising from war (declared or undeclared), government acts or regulations, or shortage of any of the following or inability to secure any of the following from it's normal sources and in it's normal manner: Labor, materials, fuel, power, transportation facilities. Seller will exert reasonable efforts to make shipment after causes for delay have been removed. Buyer agrees to accept such delayed shipments. After delivery to carrier the goods shall be in all respects at the risk of Buyer and any claim for damage or shortage shall be made by Buyer against carrier. Without limiting the generality of the preceding, performance tendered or rendered by Seller under this contract shall be deemed full and timely performance of it's obligations though delayed or in any degree varied in compliance with any present or future law or in compliance with any present or future rule, regulation, order, requirement or official request, and it reserves the right to make partial deliveries under, or to cancel, without liability in either case, any portion of this contract performance of which is or would be required or permitted only at reduced prices or delayed or rendered more costly or onerous to it by any such compliance.

TRANSPORATION AND ROUTING

Unless otherwise specified herein, Seller may determine the transportation facilities and the routing of shipments.

RELATED WORK

Labor, materials and outside services for installation, alignment, electrical, concrete, blacktop or sewer work, surveys, soil testing and other similar services are not included in the contract unless specified.

LIEN RIGHTS

To protect the rights of Seller, notice of Seller's mechanic's lien rights or other similar filings may be filed if payment is not received according to the terms herein. Buyer agrees to pay all costs, filing fees, and reasonable attorney's fees incurred by Seller in connection with any such filings.

CANCELLATION

After acceptance by Seller, this contract may not be cancelled in whole or in part by Buyer without the consent in writing of Seller. In case of default by Buyer in the performance of any obligation contained in this contract on it's part to be performed, or in case of receivership or bankruptcy by Buyer, or in case Buyer shall make an assignment for the benefit of creditors, or shall go out of business, Seller, at it's election, may forthwith cancel this contract or any part thereof, without prejudice to or waiver of any other rights or course of action open to Seller. It is understood that on cancellation of this contract, or any part thereof, for any reason, Seller, at it's election, may retain the down payment, or any balance thereof on hand at the time of such cancellation, as liquidated damages.

CLAIMS

Claims for shortages of or damage to equipment should be made to the transportation company making delivery. Should any piece of equipment prove defective, it will be repaired or replaced under the applicable manufacturer's warranty, if any, as provided therein. Under no circumstances shall any item be returned to Seller or the manufacturer from which Seller procured the item without first obtaining shipping instructions. Seller and it's associated manufacturers shall not be responsible for the cost of repairs made in the field unless such repairs are made pursuant to the written agreement of or written instructions from Seller or the affected manufacturer. Claims in connection with service work rendered hereunder must be made directly to Seller within the 30-day period set forth in Paragraph 2 herein.

RESPONSIBILITY

Except as set forth in Paragraph 3, Buyer assumes all risks and responsibility for it's use of any equipment or service hereunder, irrespective of the fact such use is in accordance with any description, advice or suggestion of Seller.

PATENTS

Seller warrants that at the time of sale it has no knowledge that any equipment sold infringes any patent. Seller does not warrant that the use by Buyer of any equipment sold, alone or in combination with other equipment, will not infringe any patent.

INDEMNIFICATION

Buyer agrees to defend, indemnify and hold harmless Seller from any and all claims of whatsoever nature, including, but not limited to, injuries to employees of Buyer or Seller or to third parties (including death) or for damages to the property of Seller or Buyer or third parties arising or occurring directly or indirectly from Buyer's use of any equipment hereunder. This indemnification does not apply to or otherwise affect in any manner Seller's warranty of the equipment under Paragraph 2 herein.

ATTORNEYS' FEES

Buyer agrees to pay Seller on demand all expenses, including reasonable attorney's fees, incurred by Seller in protecting or enforcing any of it's rights hereunder, and in collecting any amounts owed by Buyer to Seller hereunder.

GENERAL PROVISIONS

(A) This contract is binding on the heirs, executors or administrators, and successors and assigns of the parties; (B) Waiver of any default shall not be deemed a waiver of any other default; (C) Timing is of the essence in the payment obligations of Buyer to Seller hereunder; (D) Buyer may not assign this contract without the prior written consent of Seller. Seller may assign this contract without Buyer's consent; (E) The State of Tennessee shall govern this contract and Buyer consents to the venue and in personam jurisdiction of any state or federal court of competent subject matter jurisdiction in Hamilton County, Tennessee for the adjudication of any claim or controversy relating to this contract. (F) If any provision hereof or any hereunder is invalid or unenforceable under any applicable law, such provision shall be inapplicable and deemed omitted to the extent of such invalidity and/or unenforceability, but the remaining portion of such provision, if any, and the other provisions hereof shall continue to be valid and fully enforceable.

BUYER'S ACCEPTANCE OF ABOVE TERMS AND CONDITIONS

This document contains the entire agreement between the parties and there are no oral or written understandings, terms or conditions and Buyer has not relied upon any conditions or representations not contained herein. No waiver, alteration or modification of the terms and conditions on this and attached quote shall be binding unless in writing and signed by an executive officer or by a duly authorized representative of Seller.