TERMS AND CONDITIONS OF SALE

1. CONTRACT TERMS
Only the terms and conditions set forth or incorporated herein shall be binding on Buyer and Seller. Acceptance of this Contract is subject to approval and acceptance by Seller at Seller’s general office and is expressly conditioned on acceptance of the terms and conditions contained herein. Any terms and conditions contained in any purchase order, or accompanying payment for delivery of the equipment specified herein, which are different from or in addition to these Terms and Conditions of Sale shall not be binding on Seller, whether or not they would materially alter this Contract, and Seller hereby object thereto. There are no understandings or agreements other than as set forth herein. The price included herein is subject to raw material prices in effect at time of award. Any quotation made by Seller either directly or by a sales representative shall expire no later than sixty (60) days after its date.

2. DRAWINGS AND DESIGNS; PERMISSIVE VARIATIONS
All drawings submitted by Seller, if any, with the quotation are approximate and are submitted only to indicate the general style, arrangement, and approximate dimensions of the equipment quoted. Except as otherwise provided in the quotation, no detail shop drawings of any part of the equipment will be furnished to Buyer. Drawings remain the proprietary property of Seller.

If goods are to be procured and/or manufactured in accordance with Buyer’s specifications, Buyer represents that the drawings, prints and parts, if any, submitted in connection with its order reflect Buyer’s latest revisions of specifications. Any drawings, prints, specifications and information furnished to Buyer by Seller in connection herewith is confidential for use of Buyer only and Buyer will be responsible to Seller for any loss or damage caused by wrongful use or disclosure of any such matters by the Buyer.

Buyer shall timely make available to Seller all information reasonably necessary for Seller to complete the work specified herein, including drawings, diagrams, specifications of all electrical, mechanical and structural interfaces.

Except in the particulars specified by Buyer and expressly agreed to in writing by Seller, all material shall be produced in accordance with Seller’s standard practices. All material, including that produced to meet an exact specification, shall be subject to tolerances and variations consistent with usages of the trade and regular industry practices concerning: dimension, weight, straightness, composition and mechanical properties: variations in surface, internal conditions and quality, deviations from tolerances and variations consistent with practical testing and inspection methods; and regular industry practices.

Equipment and machinery ordered hereon are of the specified capacity and range, designed and built for operation with good commercial accuracy. Capacity of the equipment is contained in the proposal or quotation with gauge references per the Standard Gauge for Sheet and Plate Iron and Steel, 15 U.S.C. §206. Design of machines, roller dies, attachments and auxiliary equipment shall be based upon information furnished by Buyer with the order for the specifications and conditions of material and gauge according to terms of proposal. No governmental or other specification other than the Seller’s shall be incorporated by reference herein unless a copy of said specification is attached to the proposal. Any deviation from the conditions as provided shall be at Buyer’s risk, and Seller does not warrant that goods covered by this order are fit for any particular purpose except as otherwise expressly stipulated herein.

3. PAYMENT
Progress payments may be required based upon the value of the order and subject to credit approval in accordance with the payment terms specified in Seller’s quotation or acknowledgement.

Payments are due 10 days from date set forth in the applicable invoice, quotation or acknow-ledgement. If shipment or installation of the equipment is delayed by Buyer beyond the scheduled date, and the equipment is ready for delivery or installation, final payment shall be due 30 days after such scheduled date. Payments that are outstanding more than sixty (60) days from the their respective due date shall bear an interest rate of one and one-half percent (1 ½%) per month (eighteen percent (18%) annually) until fully paid, including any interest payments thereon. In the event Buyer does not pay within the terms of this Contract, all collection costs incurred by Seller, including attorneys’ fees, will be paid by Buyer. If the order is placed ‘on hold’ by Buyer, Seller may invoice Buyer for all prior work performed upon the re-release of the order.

Payment for the sale of equipment furnished under this Contract shall not be subject to offset or deduction by Buyer, unless such offset or deduction is expressly accepted by Seller. Any sums that have been deducted by Buyer in violation of this paragraph shall be considered overdue and are subject to the above interest charge.

4. CHANGES
Changes to the design, specifications, delivery schedule or shipping instructions of the equipment may only be made upon execution by Buyer and, unless Seller elects to cancel the contract, acceptance in writing by Seller of a Change Order, stating their agreement on (i) change in the specifications, designs, delivery schedule or shipping instructions for the equipment, (ii) an adjustment to the purchase price, and/or (iii) an adjustment in Seller’s period of performance. In the event Buyer has communicated changes to Seller, Seller shall not be required to continue performance of the Contract and may cease work on the equipment until an acceptable change order has been issued by Buyer. Seller may determine in its sole discretion whether it will undertake to make such changes. This Contract may be cancelled by Seller or Buyer upon issuance of an executed Change Order and if so cancelled, Buyer will make payment of reasonable cancellation charges, which shall include all incurred costs (direct material, labor and burden, plus G&A, sales and engineering overhead) on the completed work plus twenty percent (20%) of the Contract Price (ten percent (10%) of the Contract Price if no engineering work has commenced).

5. DEFAULT
If Buyer fails to perform any of its obligations hereunder, including without limitation, failure to make payments as provided in Section 3, or if Buyer fails to give reasonable assurances of future performance when requested by Seller, then Seller may, upon five (5) days written notice to Buyer, declare Buyer to be in default and Seller may suspend performance of the obligation hereunder without liability and retain all rights and remedies Seller may possess at law, in equity or as provided in this Contract.

6. TAXES, PERMITS, FEES, LAWS
Unless expressly stated in Seller’s invoice, the Purchase Price for the equipment furnished hereunder excludes all federal, state, or local taxes. Except to the extent expressly assumed by Seller, Buyer shall secure and pay for all permits and fees necessary for the delivery and installation of the equipment. Seller may elect to add any such taxes or fees to the invoice amount payable to Seller or Buyer. Buyer must provide Seller with acceptable documentation of any exemptions claimed from taxes, permits or fees.

It is Buyer’s duty to ascertain that the equipment proposed by Seller are in accordance with applicable local laws, statues, ordinances and building codes (“laws”). Seller shall not be responsible for compliance of the equipment to such laws, but shall promptly notify Buyer of any discrepancies that come to Seller’s attention between the specifications and laws.

7. DELIVERY; DELAYS
The scheduled dates for shipment and/or installation of the equipment are estimated based on production loading at the time of quotation and may be quoted as a range of weeks after receipt of order, down payment and timely supply of necessary information, engineering or otherwise.

If Seller is delayed at any time by the acts or omissions of Buyer, its agents, subcontractors or material suppliers, or by modifications of the Contract as specified in Section 4, or by causes beyond Seller’s control including strikes, civil disturbances or acts of God, then the period of performance shall automatically be extended to accommodate Seller’s revised engineering and production schedules, material purchases and/or labor remobilization. Seller shall not be liable for any actual or consequential damages related to or arising out of said delay.

8. TRANSPORTATION
The equipment shall be shipped F.O.B. Seller’s factory with freight routing at the discretion of the shipper unless otherwise specified by Buyer. All equipment will ship when completed by Seller, which may result in partial shipments on orders requiring multiple components. If a single shipment of multiple component orders is required, Buyer must notify Seller in advance of such requirement. The filling of gearboxes and hydraulic reservoirs with required contents shall be the responsibility of Buyer.

9. INSTALLATION
Buyer is responsible for the costs of installation of the equipment including, without limitation all civil engineering work and foundations, unloading and proper positioning of equipment, pre-aligning and anchoring of equipment, and connecting all electrical wiring and utility services required for the equipment. It is highly recommended that an Engel service technician supervise final alignment and anchoring of equipment

The machinery covered by this quotation may require special footings, foundations or floor surfaces, which may be required depending upon the depth and condition of the existing concrete slab, foundation, or floor surface.

10. SUPERVISION / TRAINING
One of our service representatives can be made available to supervise and train the operator at the time of start up of the equipment for the machinery specified in this proposal. Pricing for this service is available upon request.

11. LAWS/STANDARDS PRODUCT
The equipment furnished hereunder conforms to the applicable ANSI B11 standards. However, the end user is the party responsible under the terms of the Occupational Health and Safety Act of 1970 to ensure the equipment meets such requirements, and Seller hereby disclaims any liability for any violations of the Act that may be imposed respecting the equipment furnished hereunder.

12. DEMONSTRATION AND ACCEPTANCE
Seller will demonstrate the equipment, only to the extent that the equipment purchased hereunder allows. If material is to be run, Buyer is responsible to furnish, freight prepaid, a required amount of material for this purpose.

If Buyer requires a demonstration of the equipment at Seller’s plant prior to delivery, then the successful demonstration of the equipment shall constitute acceptance by Buyer of the equipment.

Buyer’s receipt of any goods delivered hereunder shall be an unqualified acceptance of and shall also constitute a waiver of any defect which reasonable inspection would have revealed unless Buyer gives Seller notice of rejection of such goods within thirty (30) days after such receipt. In the event that Buyer gives such notice of rejection, Buyer shall afford Seller (1) reasonable opportunity to inspect any alleged non-conforming goods and (2) a reasonable opportunity to provide substitute conforming goods. Buyer shall not return any goods without Seller’s written consent.

13. ARBITRATION
Upon thirty (30) days prior written notice provided by Buyer or Seller to the other party, any claim arising out of or related to this Contract or the performance hereof, or the default thereof, which has not been resolved by mutual agreement of the parties shall be settled by arbitration, which shall be conducted at Hartford, Connecticut in accordance with the rules of the American Arbitration Association then in effect unless the parties mutually agree otherwise. Notwithstanding the rules of the arbitral body, the Parties agree (a) that any arbitration shall be presided over by a neutral arbitrator selected by the parties who shall have been admitted to the practice of law, and be in good standing or on retirement status, (b) that the arbitrators shall base his/her decision on the facts as presented into evidence and (c) that the arbitrators shall prepare a written memorandum of decision setting forth the findings of fact and conclusions of law. Any claim for relief made pursuant to this Agreement shall be made within one (1) year from the date upon which the party claiming relief knew or should have known of the cause of action constituting such claim. The award rendered by the arbitrator or arbitrators shall be final, and judgment nay be entered upon it in accordance with applicable law in any court having jurisdiction thereof. This Section shall not be deemed a limitation of rights or remedies which the Seller may have under applicable law, or under applicable material payment bonds, unless such rights are expressly waived by Seller.

14. WARRANTY
Seller warrants to the original purchaser that the equipment provided hereunder shall be free from defects in material or workmanship for the period set forth in the quotation, measured from the date of shipment. The foregoing warranty will become void, and Seller will have no obligation whatsoever under this warranty, with respect to any equipment that is not used or maintained in a normal and proper manner, in accordance with all manuals and instructions or which are modified, altered or repaired without the prior written approval of Seller, or if Buyer fails to make any payments when due under Section 3, above. Seller will repair or replace at its option components, which upon inspection it finds to be defective, based on claims made in writing to Seller within a reasonable time after discovery. Components alleged to be defective must be returned, freight prepaid, within thirty (30) days to Seller with the return authorization number, obtained from Seller, clearly marked on the outside of the return container for repair or replacement by Seller. Replacement components may be shipped from Seller upon customer request and receipt of a valid purchase order number. Any labor or equipment rental costs incurred in the dismantling and reassembly of the equipment shall be at Buyer’s sole expense. This warranty excludes components such as motors, drives, shears, levelers, edge trimmers, etc. not manufactured by Seller, which may be incorporated in a processing system sold by Seller. Such components shall be covered by warranties of their respective manufacturers.
SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE EQUIPMENT FURNISHED HEREUNDER AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

If Buyer removes or permits anyone to remove any safety equipment or warning signs or fails to observe any condition in this Section 13, or if any injury or damage is caused, in whole or in part, by end-user’s failure to comply with applicable federal, state or local safety requirements, Seller shall have no obligation to Buyer, and Buyer shall indemnify and hold Seller harmless against any claims, loss or expense for injury or damage arising from the use of the equipment. Seller specifically disclaims any and all liability arising out of the operating of the goods other than the warranty liabilities to the original Buyer.

15. LIMITATION OF LIABILITY
The above warranty shall constitute Buyer’s exclusive remedy with respect to the equipment furnished hereunder. Buyer understands and acknowledges that Seller shall not be liable for any special, direct, indirect, consequential, labor, expenses, lost profits, lost opportunities, punitive or incidental damages of any kind and regardless of the legal theory or causes of action by which claims for such damages are advanced, whether or not Seller has been advised of the possibility of such damages.

16. INDEMNITY
Buyer agrees to indemnify and hold harmless Seller and its vendors of and from any and all claims or liabilities asserted against Seller or its vendors in connection with the manufacture, sale, delivery, re-sale, or repair or use of any equipment covered by or furnished under this Contract arising in whole or in part out of or by reason of the failure of Buyer, its agents, servants, employees or customers to follow instructions, warnings or recommendations furnished by Seller or its vendors in connection with such equipment, or by reason of the failure of Buyers, its agents, servants, employees or customers to comply with all applicable federal, state and local laws applicable to such equipment, including the Occupational Safety and Health Act of 1970, or by reason of the negligence of Buyers, its agents, servants, employees or customers.

17. PATENT INDEMNITY
Buyer shall indemnify and hold Seller harmless from and against any and all claims, demands, actions, lawsuits, proceedings, liabilities, losses, costs, expenses (including without limitation attorneys’ fees) arising from or related to any actual or alleged infringement of any United States patents of any third party resulting from the methods, directions, specifications or design of the equipment supplied or required by Buyer for the equipment. The provisions of this section shall survive the performance or termination of this Contract.

18. INDEMNIFICATION–SAFE OPERATION
Buyer shall comply with and require its employees to comply with directions set forth in documented inspections and maintenance instructions, manuals, drawings, safety notices and warnings and other instructions, furnished by Seller and shall use and require its employees to use reasonable care and all safety equipment in the operation and maintenance of the goods. Buyer shall not remove or permit anyone to remove any safety equipment or warning signs.

19. SOFTWARE
If any software programs are deliverable, Buyer shall have a temporary license only, until full payment has been made whereupon Buyer shall receive a full license in accordance with its terms and conditions.

20. MISCELLANEOUS
This Contract may not be modified except in writing and signed by the Parties’ authorized representatives.

Waiver of a breach or of any of the provisions of the Contract shall not constitute a waiver of any other breach or provision, nor shall such waiver constitute or a continuing waiver, unless otherwise specifically provided. The terms of this Contract shall be interpreted in accordance with the procedural and substantive laws of the state where Seller’s facility is located, excluding its conflict laws.

MACHINE INSTALLATION
Upon receipt of the equipment at your facility you have the following responsibilities:

1. Roughly position the equipment on your floor according to the floor layout drawing provided.
2. Remove all packing and shipping materials and any protective coatings from metal parts.
3. Fill hydraulic reservoirs per provided specifications.
4. Connect main 3-phase power to control console per provided layout drawing.
5. Connect air supply lines (if required) per provided layout drawing.
6. Reconnect interconnect wiring per the electrical drawings provided.
7. Have material on-hand for machine start-up and training.
8. Provide the means for safe coil handling and loading into the machine.
9. Have the necessary personnel available to receive training.

The Engel Industries Service Department can make an Engel Industries service technician available for consultation on site to assist you with the responsibilities listed above. This will be priced at our normal rates.

Please note the details of our warranty in the General Conditions section of this quote. Basically, we provide for the repair or replacement of any parts that fail due to defects in either material or workmanship during the warranty period. If a part fails, we will ship a replacement part either at no charge or on a full credit on return basis. The buyer is responsible for shipping charges and also for the removal of the defective part and the installation of the replacement part.

Our warranty also includes the labor of Engel service personnel for major issues. Travel, meals, and lodging expenses in this case will be charged to the buyer. During the warranty period we will provide any telephone support and assistance at no charge. The only items not covered by the Engel warranty are standard purchased components, such as air compressors, drives, power supplies, etc. These items carry the warranty of the original manufacturers.

We realize the high cost of downtime. To serve you better we maintain a large inventory of both purchased and manufactured parts to keep downtime to a minimum. If an item is not in stock, we make every effort to expedite its delivery. We deal with local vendors whenever possible and we receive excellent service from them. We maintain our own steel inventory and have a full machine shop in-house, including five CNC machining centers, grinding facilities and heat-treat ovens.

Our service staff consists of a Service Manager, an assistant, and several service technicians. The service technicians do not work at our facility. Their sole responsibility is to service our customer's equipment. It is a rare occurrence when we cannot respond immediately to a customer's request for service assistance.

If you have any questions or require any additional information on any of our policies, please feel free to contact our service department.

Sincerely,
Service Manager
ENGEL INDUSTRIES, INC.