TERMS AND CONDITIONS OF SALE

Quotations and Acceptances

Any and all terms of the proposal shall be accepted by Purchaser upon the issuance of a purchase order, payment of any amount of the purchase price or acceptance and/or down payment. By the issuance of a purchase order, Purchaser assents completely and exclusively to the terms and conditions herein. Any other terms and conditions of Purchaser, whether in the purchase order, order acknowledgement or other form or correspondence of Seller, are null and void and explicitly rejected. All proposals and acceptances of orders are made with the mutual understanding that purchase orders are not subject to cancellation and no purchase order previously accepted and acknowledged may be cancelled by purchaser except with the prior written consent of Seller and upon payment by purchaser of reasonable cancellation charges.

Installation and Training

The cost for installation and training is $1,500 per day or as otherwise set forth in the purchase order.

Payment terms

Unless otherwise mutually agreed upon in writing, or established company credit, payment in full must be made prior to shipment for purchases.

Unless otherwise set forth in the purchase order, (i) purchases over $25,000 will require a 30% down payment; (ii) purchases over $50,000 will require a 30% down payment, 60% payment prior to shipment from factory and 10% at the completion of installation; and (iii) purchases over $100,000 will require a 30% down payment, 30% at the halfway point in production, 30% upon shipment from factory and 10% upon completion of installation.

Unless otherwise set forth in the purchase order, a service charge of 1½% per month will be assessed on accounts over thirty (30) days past due. Purchaser shall have no right of setoff or recoupment.

Seller reserves the right to require Purchaser to issue a letter of credit in the amount of the purchase price in accordance with terms and conditions and in form and substance reasonably satisfactory to Seller.

Taxes

All sales are subject to applicable federal, state, and local use, sales and excise taxes which may be billed as part of the purchase price, or separately, if the seller is required by any taxing authority to collect and pay such a tax. If Purchaser obtains a tax exempt certificate, Purchaser shall submit a copy of this certificate to seller prior to the execution of the purchase order.

Applicable Laws

Purchaser shall comply with any and all federal, state, and local government laws, rules, orders, regulations and other standards (“Applicable Laws”) and shall be responsible for developing and enforcing proper safety procedures with respect to the use of the machinery, which procedures shall conform to all Applicable Laws, including all industry safety standards.

Title

Seller remains the owner of and has all rights, title and interest in and to the equipment until Purchaser has paid the entire purchase price, regardless of whether the equipment has been shipped and/or installed. If the equipment has been resold, Seller shall have beneficial entitlement which shall attach to the proceeds of the resale, and Seller will claim and be entitled to the full purchase price of the proceeds received.

Seller may, without notice and for the purpose of recovering the equipment, enter upon any premises where such equipment is stored and repossess the equipment.

Purchaser grants to Seller a security interest in the equipment, including all tools, machines and other merchandise sold therewith, as security for payment of the invoice price, and Purchaser agrees that Seller may file a financing statement to perfect such security interest which shall be governed by the Uniform Commercial Code of the State of Tennessee.

Software License

The purchase of the equipment grants Purchaser, and only Purchaser, to a temporary limited nonexclusive, nontransferable and revocable license to (i) use the equipment, any applicable programming software, and Seller’s websites, trademark names, service marks and logos, and (ii) to access, download and use promotional banner hypertext links, video, sound, photo content and any other form of intellectual property provided by any applicable programming software on Purchaser’s website(s) for the exclusive purpose of advertising, marketing or promoting ONLY. The license to access, download and use any applicable programming software herein granted shall automatically and immediately cease upon the termination or breach of any term of these terms and conditions.

Inspection and Risk of Loss

Purchaser shall have the right to inspect the equipment at the place of shipment prior to shipment. Purchaser shall also inspect the equipment upon receipt thereof and prior to installation or use. Notice of any defect or deficiency must be given to Seller within ten (10) days after delivery.

It is Purchaser’s responsibility to ensure that all equipment is fully insured against any eventuality or casualty including, but not limited to, fire, theft and flooding until such time that goods are paid for in full.

Risk of loss passes to Purchaser upon Seller’s delivery of the equipment to the carrier. All claims by Purchaser for damage or shortage occurring after delivery of goods to carrier must be made directly against carrier. Before accepting goods from carrier, Purchaser must have carrier acknowledge any damage or shortage on the freight bill.

Warranty

The following is in lieu of all warranties expressed, implied, or statutory, including but not limited to any expressed, implied or statutory of merchantability or fitness for a particular purpose, or any other obligation on the part of Seller. There are no warranties which extend beyond the description on the face hereof. This is the one and only warranty (“Warranty”).

Seller agrees to furnish free of charge any part or parts necessary, solely selected at the discretion of Seller, to make good any defect directly traceable to a fault in workmanship of Seller, provided that the defective part or parts are promptly returned to Seller’s factory, freight prepaid by Purchaser.

Seller warrants that the equipment, subject to this quotation, when in good repair, properly adjusted and operated in accordance with the operating manual, is capable of performing within the specifications set forth in the quotation.

Seller further warrants the equipment to be free from defects in material and workmanship, which appear within a period of one (1) years from the date of shipment from Seller, or after 2,000 operating hours, whichever period is the lesser.

Period of Warranty

This Warranty shall be effective from the date of the initial installation; provided, in no event shall this Warranty extend beyond twelve (12) months from the date of shipment by Seller to Purchaser. Seller will provide any components free (except as limited in the case of wear parts) of charge, F.O.B. 2833 Huffman Blvd., Rockford, IL 61103 or F.O.B. third party vendor if dropped shipped, which fail due to breach of Warranty.

Warranty Limitations

Operation of the equipment outside of the parameters outlined in the equipment manual provided with the equipment could void the Warranty.

This Warranty does not apply to defects due, directly or indirectly, to misuse, abuse, negligence, accident, repairs, or alterations outside of Seller facilities or to lack of or   in appropriate maintenance.

This Warranty only applies to goods in the ownership of the first purchaser.

Technicians performing service work on Roper Whitney manufactured equipment that is not factory certified by Roper Whitney, will void all warranties.

This Warranty does not apply to items which have a use life under normal usage which is inherently shorter than the period indicated above for the applicable equipment, or part or component thereof (e.g. filters, lights, or any other item replaceable in the course of ordinary scheduled maintenance.) This Warranty does not apply to rubber goods or other consumable items. No warranty shall apply with respect to machinery or part not manufactured by Manufacturer, including but not limited to motors, accessories, electrical and hydraulic components, if such machinery or part is subject to warranty by the manufacturer of such machinery or part. No warranty claims by Customer will be honored with respect to any machinery or part from which the name and date plate has been removed or is otherwise no longer located or exhibited on such machinery or part.

Warranty Remedies.

If, in the opinion of Seller, on-site work is necessary to repair the defective equipment and the repair required to remedy the defective equipment would, in the opinion of Seller, exceed the skill level of a normal competent operator of the equipment, then Seller will perform the labor for the repairs in Purchaser’s facility.

If Seller is required to make repairs at Purchaser’s facility in accordance with these terms and, upon arrival, Seller determines that the nature of the problem is not a warranty related issue, then Purchaser shall pay the costs and expenses incurred by Seller in attempting to make repairs, including costs and expenses associated with Seller’s technician’s travel time, work time, and other expenses at Seller’s normal per diem rates.

Upon replacement of any original part with a replacement part from Seller, the original part shall become the property of Seller and shall be returned by Purchaser within thirty (30) days. If the part is not returned within thirty (30) days, Seller will invoice Purchaser for the commercial value of the part.

Purchaser’s remedy for breach of Warranty is limited to repair or replacement in the discretion of Seller.

Return of Warranty Parts

In all cases of a Warranty claim against a part or component, whether manufactured by Seller or a supplier to Seller, Purchaser shall notify Seller in writing of the Warranty claim and return the defective part or component to Seller freight pre-paid within thirty (30) days from the date of discovery of the defect.

Non-Seller Service

Prior to performing any repair work, replacing any part or component which may be considered under Warranty, or supplying any parts or components which may be missing, Purchaser must notify Seller in writing of the defect and receive authorization from Seller in writing for such repair, replacement or supply. Failure to do this could, at Seller’s discretion, void the Warranty on that equipment, including the parts and components thereof. No allowance will be made for any expenses incurred by Purchaser in repairing, replacing or supplying any defective or missing parts or components without the express written permission of Seller.

Exclusivity of Warranty

This Warranty is expressly made in lieu of all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Seller does not warrant the finished products of the equipment in any way.

Limitation of Liability

Seller has no liability for any damages which may result from delays in delivery. Purchaser shall review the production of the equipment regularly and stop operating the equipment should there be any issue with the equipment. Seller is not liable for scrap created by poor monitoring of the equipment.

Seller is not liable for scrap loss, nor is it responsible for performance of Purchaser’s employees, which results in scrap product or performance less than quoted.

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS AND CONDITIONS, THE TOTAL LIABILITY OF SELLER, ON ALL CLAIMS OF ANY KIND ACCRUING DURING ANY CALENDAR YEAR, WHETHER IN CONTRACT (INCLUDING LIQUIDATED DAMAGES), WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OR BREACH OF THE PURCHASE ORDER OR THESE TERMS AND CONDITIONS OR THE USE OF ANY EQUIPMENT OR THE PROVISION OF ANY SERVICES, SHALL NOT EXCEED THE AMOUNT TO BE PAID BY PURCHASER UNDER THE PURCHASE ORDER. In no event shall Seller be liable for special, incidental or consequential damages, including but not limited to, loss of good will, loss of profit or loss of use, for any breach of the provisions of the Warranty or otherwise with respect to the supply, manufacture, sale, purchase, use, performance or operation of the Equipment. In no event shall Seller be liable for the merchantability or fitness for a particular purpose, or any other obligation with regard to finished product produced by the machine.

Shipment dates are estimates only, and all deliveries are subject to unforeseen delays caused by accidents, fires, weather, strikes, riots, government action, supplier delays or shortages and other contingencies beyond Seller’s reasonable control.

Dispute Resolution

Purchaser will pay to Seller on demand all fees, costs and expenses incurred by Seller in enforcing its rights under the order and this policy, including without limitation reasonable attorneys’ fees.

The remedies provided in favor of Seller are cumulative and in addition to all other rights and remedies provided in these terms and conditions or existing at law or in equity.

Any legal action or arbitration proceeding by purchaser under the order or in connection with this policy must be commenced no later than 1 year after the breach or other event giving rise to purchaser’s claim occurs, or purchaser becomes aware of the existence (or facts and circumstances giving rise to the existence) of such claim, whichever occurs first.

Miscellaneous

No action taken by Seller pursuant to this policy will release Purchaser from Purchaser’s covenants, obligations and indemnities provided under this policy, including but not limited to Purchaser’s obligation for the price provided for in the purchase order.

No modification of these terms and conditions or any part of the purchase order shall be binding unless made in writing and signed by an executive officer of Seller. Except as otherwise expressly stated in a writing signed by both parties, the purchase order, together with these terms and conditions or other terms of Seller specifically referenced therein, constitute the final, entire, and exclusive agreement between the parties with respect to the subject matter hereof.

The parties have agreed and it is their intent that the battle of the forms described in Section 2-207 of the Uniform Commercial Code shall not apply to the purchaser order or this policy or to any other purchase order, acknowledgement or other correspondence of Purchaser relating to the order or this policy. It is the parties’ intent that this policy shall exclusively control the relationship of the parties, and in the event of any inconsistency between any purchase order, acknowledgment or other correspondence from Purchaser to Seller and these terms and conditions, these terms and conditions shall control.