TERMS AND CONDITIONS OF SALE
ACCEPTANCE OF ORDERS
1. All orders are subject to acceptance by the Seller. Telephone orders are processed at the risk of the Buyer and shipments made prior to the
receipt of written confirmation are for Buyer’s convenience and shall be subject to all of the terms and conditions contained herein.
CANCELLATION OR CHANGES
2. Orders cannot be cancelled or modified without Seller’s written consent.
3. Unless otherwise agreed, prices are subject to change without notice to reflect the price in effect at the time of shipment. Seller reserves the
right to revise the price if there is any change in quantity, size, analysis, finish, or method in timely shipment different from those contained
in the original order.
4. All/any taxes which may be imposed by federal, state or local government upon the sale or delivery of the products contained in any order,
or any increase in the rate of any such tax shall be billed as a separate item in addition to the invoice price.
5. Delivery dates are quoted in good faith, but are not guaranteed. Seller shall not be liable for damages of any kind on account of its failure to
deliver products in accordance with delivery dates specified. Delivery of the products to the carrier shall constitute delivery to Buyer and such
delivery shall transfer all risk of loss or damage to the Buyer as of such time. In the absence of explicit shipping instructions from Buyer, Seller
will use its discretion in selecting carriers and/or routes. Claims for damages to or loss of products in transit shall be filed by Buyer directly
with the carrier.
6. Buyer shall promptly inspect the products and notify the Seller in writing within ten (10) days after the receipt thereof if the goods are not in
conformity with the applicable specifications. Seller and/or the manufacturer shall be given a reasonable opportunity to inspect the same, and
if any products shall be found to be not in conformity with the applicable specifications, then Seller shall replace such products at the original
point of delivery. No products may be returned without Seller’s prior written consent. Seller shall furnish instructions regarding the disposition
of rejected products. All claims for shortages, shipping or clerical errors shall be made in writing no later than ten (10) days after Buyer’s
receipt of the products.
7. Unless otherwise expressly provided, Seller’s payment terms are net thirty (30) days from date of invoice. A cash discount is offered consistent
with industry practice for payment within ten (10) days from the date of the invoice. Interest at the rate of 21% per annum, or the maximum
lawful rate, shall be assessed on all amounts that remain unpaid after the date on which payment is due. Buyer shall pay all reasonable
attorney’s fees and costs and expenses incurred by or behalf of Seller for any actions taken to collect monies due by Buyer to Seller.
8. All products are sold subject to the manufacturer’s regular tolerances and variations. Seller’s only obligation under this warranty shall be to
issue credit for, or to repair or replace any item or part thereof, which is proven to be other than as warranted, when such goods are in the
hands of the original purchaser. Seller’s maximum liability hereunder shall not exceed the contract price received by the Seller. Seller shall
not be liable for any incidental or consequential damages arising out of the breach of any term or provision hereof. This warranty does not
extend to any products which have been altered or have been subjected to misuse or neglect, damage by accident, rendered defective by
reason of improper assembly and/or installation. Every claim for breach of the warranty herein contained shall be deemed to be waived by
the Buyer unless made in writing to Seller within ten (10) days of receipts of the goods. All/any materials which are alleged to be defective
shall be retained for Seller’s inspection.
THE ABOVE WARRANTY COMPRISES SELLER’S SOLE AND ENTIRE WARRANTY OBLIGATION AND LIABILITY TO BUYER, ITS
CUSTOMERS AND ASSIGNS, IN CONNECTION WITH THE PRODUCTS SOLD HEREUNDER. ALL OTHER WARRANTIES, EXPRESSED
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE EXPRESSLY EXCLUDED. FURTHER, SELLER SHALL HAVE NO LIABILITY FOR ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES ARISING FROM DEFECTS IN THE PRODUCTS SOLD HEREUNDER OR ANY OTHER SUCH LOSSES,
WHETHER THE SAME ARE BASED UPON CONTRACTUAL, TORT OR EQUITY THEORIES OF LIABILITY.
9. Seller shall not be liable for damages for any delay or failure in the performance of this Agreement resulting from any cause beyond its
reasonable control. Such causes shall include, but not be limited to, acts of God, strikes, riots, sabotage, war, fire, explosion, snow, ice,
floods, accidents, epidemics, governmental order or regulations or inability to secure any necessary governmental or other permits, court
orders, breakdown in machinery or, despite Seller’s due diligence, the failure of its suppliers to provide materials in a timely manner.
10. The terms and conditions set forth herein shall constitute the sole terms and conditions of the agreement between Seller and Buyer. Terms
and conditions, whether contained in purchaser’s confirmation, purchase or shipping release forms, or elsewhere, inconsistent with or in
addition to the terms and conditions stated herein are expressly objected to by Seller unless specifically agreed to by Seller in writing,
and purchaser’s acceptance of delivery of all or any part of the goods shall constitute purchaser’s acceptance of the terms and conditions
of the sale contained herein. All proposals, negotiations and representations, if any, made prior to the date of Seller’s confirmation
are merged in the terms and conditions stated herein. The authority of Seller’s salesmen or sales representative or agents extends only
to the solicitation of orders. All orders are subject to acceptance by Seller. The authority of Seller’s salesmen, sales representatives
or agents is expressly restricted by the conditions contained herein. The validity, interpretation and performance of this agreement shall
be governed by the laws of the State of Illinois and any disputes arising hereunder shall be referred to and adjudicated by the courts of
Illinois. The invalidity in whole or in part of any term or condition contained herein shall not affect the validity or enforceability of
any other term or condition. The right of Seller to require strict performance of the terms and conditions herein shall not be affected by
any delay in such request or by any prior waiver or course of dealing.