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Terms and Conditions of Sale

1. Payment Terms: Terms of payment are net cash in United States dollars, prior to delivery, unless otherwise specified on the accompanying "quote/invoice" form. Purchaser shall pay Liberty Machinery Company ("LMC") a late penalty on all amounts over 30 days past due computed on an interest rate equal to 18% per annum. Purchaser shall also be liable for any and all costs and expenses incurred by LMC arising out of or in connection with efforts by LMC to collect any unpaid amounts hereunder including, without limitation, attorney or collection agency fees and expenses. No forbearance, indulgence, or delay by LMC in taking any action hereunder shall be deemed a waiver of any rights of LMC under this contract. Title to this equipment shall not pass to Buyer until payment of the purchase price is made in full. Prior to said payment, Seller shall retain title.
2. Taxes: Prices do not include any federal, state or local taxes, which are in addition to the purchase price and must be paid by Purchaser. Any and all foreign duties and taxes are the responsibility of Purchaser. Unless Purchaser furnishes LMC with a tax exemption certificate, any sales, use, excise or other similar tax, where applicable, shall also be the responsibility of Purchaser and may, at the election of LMC, be added to the quoted purchase price and invoiced by LMC to Purchaser. The failure of LMC to invoice such taxes does not excuse the Purchaser from responsibility for paying same.
3. Acceptance by Purchaser: 30 Day Return Privilege: Purchaser agrees that its acceptance of the machinery or equipment tendered shall constitute an acknowledgment by Purchaser that such merchandise or equipment satisfies any and all obligations of LMC hereunder. Purchaser may not revoke its acceptance for any reason whatsoever, provided, however, that subject to any contrary provision on the face of this form, every machine offered from the stock of LMC is guaranteed to be mechanically satisfactory for a period of 30 days from date of delivery. If any mechanical defects arise within said 30 days, then said machine is returnable for a complete refund provided that the machinery is returned in the same condition as shipped, freight prepaid by Purchaser, within 30 days of the date on which said machinery was shipped to Purchaser. Buyer shall not return any machinery without prior written permission of seller.
4. Freight and Insurance: All freight and insurance charges are the responsibility of Purchaser unless otherwise agreed by LMC and Purchaser in writing.
5. Inspection: Upon reasonable notice to LMC, Purchaser shall have the right to inspect the merchandise and equipment at LMC’s location during normal business hours prior to time of shipment.
6. No Warranty: The equipment or merchandise sold by seller hereunder is sold "as is" and without warranty. Seller neither makes nor assumes any liability under any warranty, whether contractual, statutory, by operation of law or otherwise. The warranties disclaimed hereunder include, but are not limited to, implied warranties of merchantability and fitness for a particular purpose. Seller does not warrant that the merchandise and goods will not infringe any patent, trademark or other rights of a third party, or that such equipment or merchandise conforms with any plans or specifications of purchaser or others, or meets any requirements of any federal, state, or local laws, regulations or ordinances, pertaining to safety or insurance requirements. No salesman or other representative of seller has authority to make any warranties. The disclaimers of warranties set forth in this agreement may only be modified or supplemented in a writing duly signed by an officer of LMC. It is Buyer’s responsibility to inspect the goods and to ascertain if the specifications, descriptions and condition of the goods conform to the Buyer’s requirements. Any warranty concerning said goods made by any third party is enforceable only against the third party and not against LMC.
7. Purchaser’s Responsibility and Indemnity: It shall be the Purchaser’s responsibility to ensure that any merchandise or equipment purchased from LMC is installed and operated in a proper and safe manner. The purchaser also acknowledges that it may have to install or change guards, safeties, warnings, or other components to ensure that the merchandise or machines purchased hereunder will conform to all laws, regulations, ordinances, codes, insurance requirements and industry standards. Purchaser shall bear and pay all expenses, losses, and damages that may arise from the transportation of the merchandise or equipment, and all losses, damages, debts and liabilities incurred by the Purchaser in connection with its purchase of the merchandise or equipment and every other expense relating or incidental thereto, except such costs, damages, or expenses as may arise from any action or proceeding brought against the Purchaser with respect to the title of LMC to the merchandise or equipment and LMC’s right to sell and advertise the same. Purchaser agrees to defend, indemnify and hold harmless LMC from and against all suits, claims, costs, damages and expenses, including, but not limited to, reasonable attorney’s fees, arising out of, or in connection with, the transportation, purchase, ownership, or use of the merchandise or equipment sold hereunder.
8. Non-Liability of Seller: LMC shall not be liable for its failure to perform hereunder, due to any contingency beyond its reasonable control, including acts of God, fires, floods, wars, sabotage, accidents, labor disputes or shortages, government laws, regulations, ordinances or codes, inability to obtain material or equipment and any similar or different contingencies. In no event, whether as a result of breach of contract, delay in shipment, or express or implied warranty, tort (including negligence) or otherwise, will LMC be liable to Purchaser, its successors or assigns, for any incidental or consequential damages including, but not limited to, damages for loss of revenue or profits, cost of capital, claims or customers for service interruptions or failure of supply, or costs and expenses incurred in connection with labor, overhead, transportation, installation or removal of products or substitutes facilities or supply sources, even if LMC has been advised of the possibility of such damages.
9. Modifications: Purchaser acknowledges that these are the only terms and conditions of sale, and is intended by the parties as a complete and exclusive statement of the terms of their agreement. This supersedes all prior agreements, written or oral, and upon issuance of LMC’s invoice or acknowledgment will become part of that invoice or acknowledgment. No course of prior dealings between the parties, no usage of trade, nor any form preferred by Purchaser containing different or conflicting terms, shall be part of the parties’ agreement, nor shall they be relevant to determine the meaning of any agreement with LMC even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code ("Code") is used herein, the definition contained in the Code shall control. Any variation from the terms hereof contained in the Purchaser’s acceptance is hereby rejected. The agreement of which these terms are a part can be modified or rescinded only in writing signed by LMC.
10. Quotations: All quotations are made for immediate acceptance and are subject to withdrawal or change at anytime and without notice. Purchaser requests that LMC continue to provide Purchaser with information on the availability and cost of machinery LMC may offer for sale in the future, and agrees to accept such information by telefacsimile, mail or such other means as LMC may employ.
11. Limitations of Remedies: No claim arising out of or relating to this agreement shall be greater in amount than the purchase price of the merchandise or equipment in respect of which such damages are claimed. Failure to give notice of claim within thirty (30) days from the date of delivery or the date fixed for delivery (in the event of non-delivery) shall constitute a waiver by buyer of all claims in respect of such merchandise. The remedy hereby provided shall be the exclusive and sole remedy of Buyer and any right to consequential and incidental damages is excluded.
12. Waiver or Right to Jury Trial/Submission to Jurisdiction/Designation of Law and Forum: In any action brought by Purchaser, any successor or assignee or Purchaser arising out of or related to this agreement, merchandise or goods sold hereunder, Purchaser hereby waives its right to a trail before a jury. The parties agree that the law of the state of Illinois shall control in construing and in any such dispute and that all such actions brought arising out of or related to this agreement shall be brought in a court of competent jurisdiction located in Lake County, Illinois.
13. Bankruptcy: In the event any one or more of the following shall occur, any and all obligations of LMC hereunder, including without limitation, any obligation to deliver merchandise or goods to Purchaser, shall terminate immediately and without further action by LMC: Purchaser files a petition in bankruptcy or is adjudicated a bankrupt, or a petition in bankruptcy if filed against Purchaser. Purchaser becomes insolvent or makes an assignment for the benefit of its creditors or makes an arrangement pursuant to any bankruptcy law; or Purchaser discontinues its business or a receiver is appointed for it or its business.
14. Time for Bringing Action: Any action by Purchaser for breach of agreement of which these terms are a part shall be commenced, and LMC must be served, within one (1) year after the cause of actions has accrued.

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