JOLIET Equipment Corporation
STANDARD TERMS AND CONDITIONS
(Revised November 2003)

OFFER AND ACCEPTANCE: Purchaser has offered to purchase from JOLIET Equipment Corporation (“Seller”) the products (“Goods”) agreed to.. Seller’s acceptance of this offer is expressly conditioned upon Purchaser’s assent to the terms and conditions set forth herein. If these terms are submitted in response to a purchase order or other written or oral offer of the Purchaser to purchase the Goods, to the extent that there are any material differences or additions in the terms contained in the Purchaser’s offer, the terms listed herein shall be considered a counteroffer to sell the Goods to Purchaser under the terms and conditions herein contained. Purchaser’s acceptance of any such counteroffer is limited to the terms and conditions set forth herein which may be accepted by Purchaser’s failure to make written objection within five (5) days. This Acknowledgement supersedes all previous quotations and agreements relating to the Goods and shall expire thirty days after its date. Purchaser’s offer, Seller’s counteroffer (if any), and any acceptance thereof shall be governed by the laws of the State of Illinois. Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this agreement shall be commenced and prosecuted only in a court located in Cook County, Illinois, and Buyer consents to the jurisdiction of such a court.

DELIVERY AND TITLE: Except as may be otherwise specified by Seller, delivery will be FOB point of shipment. All shipping dates are estimated and under no circumstances does Seller guarantee date of shipment. Seller shall not be liable for any delay in delivery of any Goods or any other default due to occurrences or contingencies, including, but not limited to, fire, flood, embargo, strike, failure to secure materials or labor from usual sources of supply, governmental restrictions considered “force majeure”, delays occasioned by any sub-contractors, acts of God, acts of governmental or military authorities, delay in transportation, labor difficulties or any other circumstances beyond Seller’s control which shall prevent Seller from performing in the normal and usual course of its business.

Risk of loss and title to all goods furnished by Seller shall pass directly to Buyer at the FOB point of shipment.

WARRANTIES: THERE ARE NO EXPRESS WARRANTIES HEREUNDER, EXCEPT THAT ALL GOODS SHALL BE FURNISHED IN ACCORDANCE WITH THE DESCRIPTION AND SPECIFICATIONS FURNISHED BY SELLER SUBJECT TO THE STANDARD MANUFACTURING VARIATIONS AND PRACTICES OF SELLER. ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT BY WAY OF LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS) ARE HEREBY EXCLUDED. ANY OUTSTANDING INVOICE BALANCES BEYOND THE COMPANY’S PAYMENT TERMS WILL VOID ALL WARRANTIES. ANY WARRANTY SHALL EXPIRE TWELVE (12) MONTHS FOLLOWING THE DATE OF SHIPMENT OF SUCH PRODUCTS OR PARTS TO THE PURCHASER.

BUYER’S REMEDIES: Claims respecting the condition of Goods or their non-compliance with specifications must be made by Buyer promptly after receipt of such Goods, and Seller must be given reasonable opportunity to investigate. Buyer shall set aside and hold such Goods, without further processing or installation, until Seller advises Buyer regarding the disposition to be made of it, which advice Seller hereby agrees to furnish within a reasonable time. Any transportation charges involved in such disposition shall be borne by Buyer. SELLER’S LIABILITY FOR ANY BREACH OF WARRANTY WITH RESPECT TO GOODS SHALL BE LIMITED TO REPLACEMENT OR REPAIR OF NON-CONFORMING GOODS, OR, AT SELLER’S OPTION, CREDIT OF THE PURCHASE PRICE THEREOF. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR CLAIMS FOR LABOR, PROCESSING OR INSTALLATION BY REASON OF ANY SUCH BREACH OR WARRANTY. BUYER SHALL HAVE NO RIGHT TO “COVER” BY PROCURING SUBSTITUTE GOODS AT THE COST OR EXPENSE OF SELLER. PURCHASER FURTHER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, OBLIGATIONS, LIABILITIES, SUITS AND CAUSES OF ACTION ARISING FROM ANY BREACH OF WARRANTY UNDER THIS SECTION.

Any action for breach of this contract arising out of the sale of Goods must be commenced within one year after the cause of action has accrued, or shall thereafter be forever barred.

PRICES: Prices are those in effect at the time of shipment. In the event of a published increase or reduction in prices by Seller, the new price will become effective immediately on the unshipped portion of the order at the time of the change. In no event, however, will a reduction in price be retroactive to shipments made prior to the date of the price change. Upon acceptance by Seller, Purchaser’s order will not thereafter be subject to cancellation nor to deferment of deliveries without Seller’s written consent.

TAXES: Purchaser shall reimburse Seller for any sales, use, occupation, excise, or other tax arising out of sales of products or services to the purchaser upon receipt of Seller’s invoice for the amount of the tax. At the option of the Company, Purchaser shall provide Seller with a tax exemption certificate acceptable to the appropriate taxing authorities.

TERMS OF PAYMENT: Payment terms are net cash, in United States Dollars, thirty (30) days after the date of invoice unless otherwise agreed to in writing by Seller. Credit card payments are accepted. All orders are subject to the approval of the Company’s Credit Department and the Company may require full or partial payment in advance. In the event of late payments or Seller’s insecurity with respect to Buyer’s credit standing, Seller in its sole discretion, may change its credit terms, terminate its obligations hereunder and/or require full or partial payment in advance of delivery. Pro rata payments shall become due as invoiced. When shipments are delayed by Buyer for any reason, payments shall become due from the date on which Seller is prepared to make shipment. If manufacture is delayed by Buyer, Seller may elect to require payment based on the contract price and percentage of completion. Any property held for Buyer shall be at the risk and expense of Buyer, and is subject to warehouse rental charges as may be invoiced by Seller.

TECHNICAL ADVICE: It is expressly understood that any technical advice furnished by Seller with respect to the use of its goods or services is given without charge and that Seller assumes no obligation or liability for advice given or results obtained, all such advice being given and accepted at Buyer’s risk.

CANCELLATION OR REVISIONS: Any order may be cancelled or revised by Buyer only upon written approval of Seller in its sole discretion, and upon payment of cancellation or revision charges specified in said approval which shall take into account expenses previously incurred, commitments made by or in reliance upon such order, whether or not such commitments are legally binding on Seller and any other factors considered relevant by Seller. In the event Seller does not approve cancellation or revision, Buyer shall remain liable to Seller for the full price of articles ordered.

LIMITATION ON LIABILITIES: The sole and exclusive remedies of the Purchaser shall be those specifically set forth above. Seller’s maximum liability for any and all claims arising directly or indirectly from the performance of its obligations hereunder, whether resulting from Seller’s negligence or otherwise, shall not in the aggregate exceed the purchase price of the Goods. Under no circumstances shall Seller be liable to the purchaser or any third party for loss of business or profit or any other economic loss, or any incidental indirect, special or consequential damages.

NON-WAIVER BY SELLER: Waiver by Seller of a breach of any of the terms and conditions of any contract shall not be construed as a waiver of any other breach.