STANDARD TERMS AND CONDITIONS OF SALE

1. SHIPPING. Unless otherwise expressly provided on the front of this document, the goods (“Goods”) that are the subject of the agreement (“Agreement”) created by Buyer’s acceptance of this Quotation/Invoice shall be shipped FOB, place of manufacture. Seller shall have the right to select the carrier unless the carrier is designated by Buyer, and upon delivery of the Goods by Seller to the carrier, the carrier shall be deemed to be the agent of Buyer, and risk of loss shall from that time onward be on Buyer.

2. TERMS
 a. Net 30 Days. Unless otherwise expressly provided on the front of this document, an invoice will be issued under date of shipment and the total amount shown due on the invoice will be payable in full on or before the 30th day after date of shipment.
b. Security Interest. Until Seller receives payment in full for all Goods sold under this Agreement, Seller shall retain a purchase money security interest in all such Goods (and in the proceeds from any disposition of such Goods). Upon Seller’s request, Buyer shall promptly execute any financing statement or other document as may be required to perfect Seller’s security interest.

3. TAXES. All federal, state, municipal and other governmental excise, sales, use, occupational, export, import or like taxes or governmental charges (other than those based upon Seller’s net income) resulting directly or indirectly from this Agreement shall be paid by Buyer.

4. SERVICE/INSTALLATION. Unless otherwise expressly stated, the prices for Goods stated on the front of this Quotation/Invoice DO NOT include the services of a field engineer furnished by Seller to supervise the installation of Goods ordered or to instruct Buyer’s operator(s) in the proper use of such Goods.

5. WARRANTIES
a. General. If any of the Goods, under normal operating conditions, proves defective in material or workmanship within the applicable warranty period specified in this Agreement, then Seller shall, at its option and subject to the other terms and conditions in this Agreement, repair or replace the defective Goods at no cost to Buyer. Subject to Subparagraph 5.b below, the warranty period for the Goods shall be one year from Seller’s shipment date with respect to both defective workmanship and defective material. This warranty shall be null and void if: (1) the Goods are not properly installed, maintained and operated within the limits of rated and normal usage; or (2) there shall be any addition to, removal from or modification of the Goods without Seller’s prior written consent.
b. Restrictions. The warranty period provided in Subparagraph 5.a. above does not apply to any Goods that have a life, under normal usage, that is inherently shorter than one year, as to which Goods, the warranty period under this Agreement shall be 90 days.
c. EXCLUSION OF OTHER WARRANTIES. The foregoing warranties and any additional written warranties or representations that are expressly made part of this Agreement are in lieu of all other warranties express or implied with respect to the Goods.
NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FO R A PARTICULAR PURPOSE, SHALL APPLY.
d. Claims. Any claim for breach of Seller’s warranty under this Agreement must be made in writing, providing sufficient detail to permit identification of the defect and indicating the date on which Buyer discovered the claimed defect. Such written claim must be sent to Seller (at its address shown on the front of this Quotation/Invoice) by registered or certified mail (return receipt requested), within 30 days after Buyer’s discovery of the claimed defect, but in no event after the expiration of the applicable warranty period. Any claim not made in accordance with the foregoing shall be conclusively deemed to have been waived by Buyer. Subject to the foregoing, any Goods that are claimed to be nonconforming must be shipped to Seller at Buyer’s risk and expense. Seller’s acceptance of any Goods so shipped shall not be deemed an admission that such Goods are nonconforming. If Seller finds that any Goods so returned are both nonconforming and covered by the warranties provided under this Agreement, such Goods shall be repaired or replaced, and then returned to Buyer, at Seller’s risk and expense, within a reasonable time; if, however, Seller finds that any of the Goods so returned are either not defective or otherwise not covered by the warranties under this Agreement, such Goods shall be reshipped to Buyer at Buyer’s risk and expense.

e. Exclusive Remedies. Buyer’s remedies for any claim relating to the Goods shall be limited to the repair or replacement of defective Goods as provided above unless circumstances cause such limited remedies to fail of their essential purpose, in which case, Buyer’s sole alternative remedy shall be to recover the purchase price of the defective Goods. The foregoing remedies for breach of warranty under this Agreement shall be exclusive.

6. LIMITATION OF LIABILITY. Under no circumstances shall Seller be liable for any special, consequential or incidental damages for any cause whatsoever arising from or related to any of the Goods even if Seller has been advised in advance of the possibility of any such damages including, but not limited to, loss of revenue, loss of profits, failure to realize savings, expenses in connection with or by reason of the use of or inability to use the Goods, transportation, installation, adjustment or other expenses (including, without limitation, recall expenses) that may arise in connection with the Goods, and any liability of Buyer to another party. Under no circumstances shall Seller’s liability for damages for any cause whatsoever exceed the purchase price of the Goods. Seller shall not be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond the reasonable control of Seller.

7. LIMITATION OF ACTIONS. Any action for any cause whatsoever arising from or related to the Goods must be commenced within one year from the time the cause of action accrues unless the period for action shall be extended by Seller in writing. In the interpretation of this limitation of actions as it relates to Seller’s warranties under this Agreement, it is expressly agreed that there are no warranties of future performance of the Goods that would extend the period of limitation under this Agreement for bringing an action.

8. PROPERTY AND PATENT RIGHTS. Buyer agrees that Seller shall retain for itself all property rights in all designs, engineering details and other data pertaining to the Goods and to all rights of discovery, invention or patent rights arising out of the work done in connection with this Agreement. Seller will defend any action brought against Buyer based on a claim that any of the Goods infringes a United States patent, and Seller will, subject to Paragraph 7 above, pay those costs and damages, if any, finally awarded against Buyer, but only on condition that: (a) Seller shall be notified promptly in writing of any such claim or action; (b) Seller shall have the sole control of the defense and final settlement of such claim or action, and Buyer shall render to Seller whatever information and assistance may be reasonably required for such defense or settlement; and (c) should any of the Goods become, or in Seller’s opinion be likely to become, the subject of a claim of infringement, Buyer shall permit Seller, at Seller’s sole option and expense, to: (i) procure for Buyer the right to continue using the Goods, (ii) replace or modify the same to become non-infringing, or if neither (i) nor (ii) is reasonably feasible, then (iii) grant Buyer a credit for the purchase price of such Goods and accept the return of such Goods. Seller shall have no liability to Buyer with respect to any claim of patent infringement that is: (a) compromised or settled by Buyer without the prior written consent of Seller; (b) based upon the use of the Goods with other goods not furnished by Seller; or (c) based upon the modification of the Goods other than with the prior written consent of Seller. The foregoing states the entire liability of Seller with respect to infringement of patents. Buyer shall indemnify and hold Seller harmless from any damages or expenses (including reasonable attorneys’ fees) resulting from infringement of patents arising from Seller’s compliance with Buyer’s designs or specifications.

9. RESERVATION OF RIGHTS WITH RESPECT TO SELLER’S OTHER PRODUCTS. Seller reserves the right to make improvements and changes in design upon its products without any obligation to make such changes or improvements upon the Goods or any other products previously manufactured and sold by Seller.

10. CANCELLATION. In the event that Buyer requests Seller to stop work under this Agreement or to cancel this Agreement, in whole or in part, Buyer shall pay cancellation charges to Seller as follows: (a) for all work that is complete or scheduled for completion within 30 days of the date of Buyer’s request to stop work or to cancel, Buyer shall pay, upon invoicing, the full purchase price pursuant to this Agreement; and (b) for all work in process that is not scheduled for completion within that 30-day period, and for all materials and supplies that have been procured or for which definite commitments have been made by Seller in connection with this Agreement, Buyer shall pay Seller’s actual costs and overhead expenses determined in accordance with Seller’s normal accounting practices, plus fifteen percent, upon invoicing. Buyer shall promptly instruct Seller as to the disposition of all goods involved, and Seller shall, if requested, hold such goods for Buyer’s account. All costs of storage, insurance, handling, boxing or other costs in connection with such cancellation shall be borne by Buyer.

11. DEFAULT. If Buyer defaults in payment to Seller, Seller shall have the right to enter the premises where the Goods are located and peaceably retake possession of such Goods without posting security as a condition to regaining such possession. Furthermore, after Buyer’s default in any payment due Seller or after any other breach by Buyer under this Agreement, Seller shall be entitled to: (a) declare all amounts unpaid under this Agreement immediately due and payable; (b) receive interest on all unpaid amounts under this Agreement at the rate of two percent per month or the highest rate permitted by law, whichever rate is lower; and (c) recover administrative expenses, reasonable attorneys’ fees, costs of suit and all other expenses incurred by Seller as a result of Buyer’s default or other breach. Such payment may be deducted from any deposit paid to Seller. The foregoing shall not be construed as limiting, in any manner, any of the remedies available by law to Seller because of any default or other breach by Buyer, and all remedies available to Seller shall be cumulative, and recourse to one remedy shall not preclude recourse to others.

12. INSOLVENCY. Until Seller is paid in full for the Goods, Seller may, in its sole discretion, cancel this Agreement (and recover possession of any Goods shipped to Buyer under this Agreement) immediately after the occurrence of any of the following events: (a) insolvency of Buyer; (b) Buyer’s filing of a voluntary petition in bankruptcy; (c) the filing of an involuntary petition to have Buyer declared bankrupt (provided such petition is not vacated within 30 days from the date of filing); (d) the appointment of a receiver or trustee for Buyer (provided such appointment is not vacated within 30 days from the date of such appointment); or (e) the execution by Buyer of an assignment for the benefit of creditors.

13. HOLD HARMLESS/INDEMNITY. Buyer agrees to indemnify and hold Seller harmless from and against all damages and expenses (including reasonable attorneys’ fees) that may ever be sought as a result of any injury to person or property caused by the improper use of the Goods.

14. ADVERTISING. Seller shall be entitled at any time, without cost to Seller and without notification to Buyer, to advertise or otherwise publish the fact that Buyer entered into this Agreement to acquire the Goods.

15. COMPLETE AGREEMENT. This Agreement shall constitute the final, exclusive and complete expression of the agreement between Buyer and Seller pertaining to the subject matter of this Agreement and shall supersede all proposals, oral or written, and all other communications between the parties on or before the date of this Agreement relating to the subject matter of this Agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement, and Seller’s acceptance of, or acquiescence in, a course of performance rendered by Buyer under this Agreement shall not be relevant to determine the meaning of the Agreement even though Seller has knowledge of the nature of the performance and an opportunity to object. No alteration of or addition to this Agreement, and no waiver with respect to this Agreement, shall bind Seller unless expressly assented to in writing by a duly authorized officer of Seller. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired by such invalidity, illegality or unenforceability. This Agreement shall be interpreted and administered for all purposes under the laws of the State of Michigan.