Producers Supply Company, Inc. Terms and Conditions of Sale

Quotations

Subject to the terms set forth herein, including those on the face hereof, this will serve as the quotation of Producers Supply Company, Inc. (“Seller”) to Buyer in response to Buyer’s offer to purchase the products identified hereon (the “Products”), effective for a period of 30 days after the date indicated, unless noted otherwise. This quotation is for the price of the Products only and does not include any sales, excise or use taxes, or any tariffs, customs duties, imports, demurrage, packaging, crating, royalty, freight or insurance charges or expenses to be incurred in the sale of the Products to Buyer, all of which taxes, charges or expenses shall be for the account of and paid or reimbursed by Buyer.

Prior to accepting an order occurring beyond the validity date of the quotation, Seller reserves the right to review, confirm or adjust product pricing to offset any unforeseen increases in raw material or other increases in related production costs from the time of quotation to the time of order placement.

These terms and conditions shall be deemed to be included in their entirety in any agreement between Buyer and Seller and no other form purchase order or delivery by Buyer will in any manner change or modify these terms and conditions without the express written consent of Seller. Seller hereby objects to any such proposal, and any such proposal shall not form a part of the contract between the parties.

Payment Terms

Unless credit is granted by Seller to Buyer as stated on the face hereof, payment for the Products in full is due from Buyer 30 days after the date of invoice.

Credit

Shipments will be made on open account to Buyer, if Buyer has established a credit rating with Seller. If credit is so granted by Seller to Buyer: (i) Seller reserves the right at any time to suspend, limit or otherwise modify the terms of such credit whenever, in Seller’s opinion, Buyer’s financial condition so warrants; and (ii) Buyer hereby grants Seller a security interest in the Products sold on credit and the proceeds thereof. Buyer will execute and deliver, in form and substance satisfactory to Seller, any instruments and documents as Seller may reasonably require in order to perfect Seller’s security interest in the Products. Buyer authorizes Seller to file or record a Uniform Commercial Code financing statement or other instruments in order to perfect Seller’s security interest in the Products.

Product Returns for Credit

Product may not be returned for credit without obtaining a Return Goods Authorization (RGA) from Seller. The normal restocking charge for standard inventory items is 15% of the purchase price, plus shipping and handling costs incurred with return of Product. The Products must be returned prepaid, unused and in new condition. If the Products are not standard inventory items or have been used, the exact amount of credit will be dependent upon the current demand of the item to be returned and its as-received condition. Special order materials cannot be returned for credit.

Maximum allowed value for all returns is $10,000.00 net per year, per company.

Product Repairs

Product may be returned for repair or warranty by obtaining a Customer Repair Authorization (CRA) from Seller. If the Products are accepted, they will be put in operating condition at the lowest possible cost. Charges for the repair will include the cost of transportation back to Buyer’s location. All shipments sent to Seller must be prepaid. If the Product is deemed unrepairable, they will be returned to Buyer at Buyer’s expense.

Cancellations

Orders for Products which are canceled prior to completion are subject to a cancellation charge. The amount of the charge will be dependent on the extent of work performed and the type of Product. Orders for special materials may not be canceled.

Transfer of Title and Risk of Loss

All shipments are made F.O.B. point of shipment. Whether or not Seller pays or bears the expense of shipment, risk of loss shall pass to Buyer upon Seller’s delivery of the Products to the first carrier or shipper. At its own expense, Buyer may elect to insure the Products, and any claims for loss or damage in transit must be made by Buyer. A copy of the original bill of lading and paid freight bill will be furnished to Buyer on request if occasion to file a claim arises.

Warranty

Except as otherwise stated, the only warranties applying to materials sold are those, if any, specifically provided by the manufacturer to be honored by the manufacturer. Except as set forth herein, Seller makes no warranties, whether written or oral, express or implied. Seller disclaims any express or implied warranties of performance, merchantability, fitness for a particular purpose, workmanship, quality, durability, suitability, or non-infringement including without limitation in those instances where changes, alterations or modifications are made in materials at the request or instruction of the Buyer, and the Buyer agrees not to claim or commence suit against Seller based on any such disclaimed warranties or such manufacturer’s warranties.

The customer recognizes that Seller is a distributor and not a manufacturer, fabricator or packager, and all applicable product specifications, representations and warranties are solely those of the fabricator, manufacturer or packager of the products sold. Seller’s liability hereunder for any claim of loss or damage of any kind whatsoever by the Buyer arising from a breach of any such specifications, representations or warranties by the manufacturer, fabricator or packager shall be limited to reimbursement of the price paid for the specific item sold, and other than such reimbursement, as between the Buyer and Seller, the Buyer’s sole and exclusive recourse for such loss or damage is to the manufacturer, fabricator or packager of the products. Buyer waives any right of set-off or cover under the Uniform Commercial Code or otherwise.

THE FOREGOING WARRANTY APPLIES ONLY IF NONCONFORMING PRODUCTS HAVE BEEN PROPERLY HANDLED, INSTALLED AND MAINTAINED, AS THE CASE MAY BE. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. SELLER MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SELLER WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, COST OR EXPENSE (WHETHER GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL) SUFFERED OR INCURRED BY BUYER AS A RESULT OF OR IN CONNECTION WITH THE PRODUCTS.

Limitations of Liability

Any action for breach of any warranty, representation, guarantee, specification, condition, covenant or other provision, express or implied, typed or printed, oral or written, made herein or otherwise, must be commenced within one (1) year after the cause of such action arises, and the maximum recovery by Buyer shall not exceed an amount equal to the purchase price of the Products, or if the installation consists of several pieces of Products, that portion of the purchase price fairly allocable to the pieces of Products claimed to be defective; and Seller shall be entitled to retain the purchase price paid or to offset any unpaid portion of said purchase price against any such recovery. Under no circumstances shall Seller be liable for anticipated or lost profits or any incidental, consequential, special, exemplary, punitive or contingent damages of any kind. This section is intended, and shall be construed, as a limitation on Seller’s liability, and as the statute of limitations on an action arising out of this transaction, and not as conferring any additional right upon Buyer which it would otherwise not have.

Force Majeure

Neither party shall be deemed to be in default of or to have breached any provision in these terms and conditions or the quotation or order acknowledgement to which they are attached, as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, acts of terrorism, strikes or other labor disputes, acts or orders of any government or agency thereof or other occurrences beyond the party’s reasonable control

Jurisdiction

This transaction shall in all respects be governed by the laws of the State of Pennsylvania. The parties hereby consent to the exclusive jurisdiction of the federal and state courts located in the State of Pennsylvania and waive any contention that any such court is an improper venue for enforcement of these terms and conditions or the quotation or order acknowledgement to which they are attached.

Entire Agreement

These terms and conditions and the quotation or order acknowledgement to which they are attached supersede all prior and contemporaneous understandings between Buyer and Seller concerning the Products and constitute their sole and exclusive agreement with respect to the sale by Seller and purchase by Buyer of the Products.