GENERAL:  The following terms and conditions are an integral part of the sale of merchandise and services offered listed herein between Machinery Systems, Inc. (herein referred to as MSI) and Purchaser (herein referred to as BUYER).

A. PRICES:  All prices are exclusive of federal, state, local, excise, sales, use, property, transportation, occupational and other taxes unless specifically stated herein. BUYER shall be responsible for any and all such taxes unless otherwise specified.

B. TERMS OF PAYMENT:  Unless otherwise stated, upon execution or irrevocable offer to purchase, Buyer shall pay 30% of the purchase price as a non-refundable deposit to be applied against the purchase price of goods. Buyer shall pay balance of the purchase price, plus applicable sales tax, if any, net ten days from date of shipment or date of availability for shipment, whichever is earlier. Any unpaid balance thereafter shall be subject to a service charge of 1-1/2% per month. MSI reserves the right to require payment in advance of any shipment or satisfactory security for such payment. There shall be no extension or change in the time for payment due to delays in installation and/or delays in operation of the equipment caused by damage, warranty service or warranty replacement of parts. In the event the terms and conditions of sale must be enforced by legal means, BUYER agrees to pay the reasonable value of attorneys fees and all related costs. Transfers of title to goods that are the subject of this sale are retained by MSI until payment is made in full.

C. SHIPMENT:  Subject to prior sale and confirmation by factory at time of acceptance of order. Unless otherwise mutually agreed upon in writing, all Products shall be shipped F.O.B. point of origin, except that (i) Products, shipped from outside the continental United States shall be shipped F.O.B. Port of Entry and (ii) Products assembled or manufactured in the United States shall be shipped F.O.B. point of manufacture. “Port of entry” shall mean any port at the borders of the continental United States at which a customs-house of revenue office is established for the execution of U.S. laws imposing duties on vessels and imported goods. Reasonable effort will be made by MSI to ship within the time estimated. However, notice is given that no liability shall attach or accrue for delayed performance or shipment. MSI assumes no liability for failure of performance of any order due to any event or condition beyond its control (including but not limited to fire, strike, labor disputes, accidents, government regulations and restrictions or events which render performance difficult or impossible).

Where the scheduled delivery of Products is delayed by BUYER, products may be delivered by moving them to storage, and BUYER shall be liable for any and all storage charges from the date of delivery to storage location. Should the carrier designated by BUYER fail to pick up the Products within two (2) days after being given notice, MSI reserves the right to select and make shipment by an alternate carrier and charge BUYER for such shipment.

D. RISK OF LOSS:  Notwithstanding Section C hereof, all risk of loss or damage shall pass to BUYER, and delivery shall be deemed to be completed, upon delivery of the Products to the carrier, its agent or designee, or upon moving the Products into storage, whichever shall occur first, at the point of shipment.

E. CANCELLATION:  MSI has the right to cancel this order if the BUYER does not comply with the terms and conditions of sale or becomes bankrupt or insolvent. In the event of such cancellation, MSI will be compensated for any loss resulting therefrom. Acknowledged orders are not subject to cancellation by BUYER except upon written approval of MSI and upon terms will indemnify MSI against any loss to MSI resulting from such cancellation. Unless otherwise stated, BUYER’S right to cancel purchase of merchandise listed herein and any charges associated with cancellation are dictated by the policies stated and enforced by product manufacturers. Cancellation policies of product manufacturers are included in MSI proposals and BUYER acknowledges acceptance of policy(s) related to products listed herein.

F. CANCELLATION BY BUYER OF MAZAK PRODUCT (MAZAK’S CANCELLATION POLICY):  (a) BUYER may, by prior written notice to MAZAK, (i.) if within 30 days of MAZAK’s Acceptance of BUYER’s order, cancel an order for Non-customized Products, subject to cancellation charges to be paid to Mazak equal to ten percent (10%) of the purchase price of such Products or (ii.) if more than thirty (30) days have elapsed from the date of Mazak’s acceptance of BUYER’s order, cancel an order for Non-customized Products, subject to a cancellation charge to be paid to Mazak equal to fifteen percent (15%) of the purchase price of such products plus payment of any costs incurred by Mazak in performing its obligation hereunder that are not reimbursed by the fifteen percent (15%) cancellation charge. (b) BUYER shall not cancel any order with MAZAK for Customized Products (or any order for NON-Customized Products) which includes any customized or specialized modification, tooling, options, parts or accessories or added services or runoff that MAZAK has agreed to provide without MAZAK’S prior written consent. If MAZAK authorizes the cancellation of any such order, then BUYER shall be liable to MAZAK as follows: (i.) for cancellation of an order for such products for which Mazak’s production is within thirty (30) days of the scheduled completion date, Mazak shall complete such production and hold such Products for BUYER’s disposition, with BUYER liable to MAZAK for full payment within thirty (30) days after completion, and (ii.) for cancellation of an order for such Products for which MAZAK’s production is not within thirty (30) days of the scheduled completion date, BUYER shall pay MAZAK (i.) the actual costs and overhead expenses, determined in accordance with generally accepted accounting principles, for work in progress, order entry expenses, engineering process expenses and costs of materials and supplies procured or for which definite commitments have been made by MAZAK in connection with BUYER’s order and (ii.) fifteen percent (15%) of the contract price of the order. Notwithstanding the foregoing, MAZAK Terms and Conditions may change from time to time without prior notice and Buyer agrees to accept MAZAK’s Terms and Conditions that are in force at any given time.

G. WARRANTY:  There are no warranties express or implied by MSI in connection with this sale. The goods that are the subject of this sale have been manufactured by others and all such warranties, express or implied, are those extended and are hereby expressly limited to the warranty of the original manufacturer of the goods. MSI EXTENDS TO BUYER, AS TO PRODUCTS MANUFACTURED AND SUPPLIED BY A MANUFACTURER TO MSI, ONLY THOSE WARRANTIES EXPRESSLY EXTENDED BY THE MANUFACTURER IN MSI'’S CONTRACT OF SALE WITH MANUFACTURER ON FILE AT THE OFFICES OF MSI. THIS WARRANTY IS THE ONLY WARRANTY EXTENDED BY MSI IN CONNECTION WITH ANY SALE MADE HEREUNDER AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. There are no warranties, express or implied, that extend beyond the warranty of the manufacturer of the goods and any other statements, oral or written, inconsistent with such warranty, are not binding on MSI. Performance and production data, including accuracy, capacity and capability of machinery, equipment, tools, and MSI associates are estimates only and not guarantees since they are dependent upon varying future production factors and conditions not within MSI’s control. No agent, employee or representative of MSI has any authority to bind MSI to any affirmation, representation or warranty concerning the goods. MSI shall have no obligation to install or provide improvements or changes in design adapted by the manufacturer or MSI for similar goods subsequent to acceptance of BUYER’S order. MSI assumes no liability for any consequential damages or loss of profits arising from the breach of any warranty or from any delay in delivery or from any other cause or causes whatsoever.

H. BUYER’S USE:  User shall require all personnel operating the product to use any and all proper, safe operating procedures set forth in operator’s manuals and instruction sheets relating to products and any and all available feasible and practical point of operation safety devices consistent with BUYER’S use of the product. BUYER SHALL NOT REMOVE OR MODIFY ANY DEVICE, WARNING SIGN, OPERATOR’S MANUAL OR WORK HANDLING TOOLS INSTALLED THEREON OR ATTACHED THERETO UNLESS EXPRESSLY AUTHORIZED BY THE MANUFACTURER IN WRITING. It is the user’s responsibility to provide all devices, tools and means that may be necessary to effectively protect all personnel from serious bodily injury which otherwise may result from the method of particular use, operation, setup, or service of the machinery. BUYER shall hold harmless and indemnify MSI for any personal injury claims or lawsuits resulting from modification by BUYER of any product sold by MSI. BUYER bears responsibility for operation of all equipment and its operational condition throughout activity with MSI associates, including but not limited to activities related to Training, Application Engineering Assistance, Service, Installation, or any other activities. Any damage requiring repairs associated with operation of the equipment is the sole responsibility of the BUYER.

I. SECURITY OF TITLE:  Buyer grants to MSI or its assigns a purchase money security interest in and to all equipment sold to buyer pursuant to the Order Contract for the purpose of collateralizing any and all sums owed by Buyer to MSI pursuant to the Order. This Security Agreement between MSI and Buyer incorporate by reference the provisions of the Uniform Commercial Code, as adopted in the State of Illinois, and MSI shall have all rights and remedies of a secured party set forth in those provisions. Title to all equipment sold pursuant to the Order shall be retained by MSI until such time as Buyer shall have performed all obligations required by the Order. BUYER hereby authorizes MSI to file any and all UCC financing statements without BUYER’S authentication, to the extent permitted by applicable law.

J. REPRESENTATIONS:  The Buyer acknowledges that MSI is not the manufacturer of any equipment purchased by the Buyer and that no representations regarding the condition, operation and fitness for any particular purpose have been made by MSI. All time study and production calculations are estimates only. All weights, measures and power specifications provided are estimates stated as correctly as possible. Brochures, photographs and other illustrations representing the equipment are non-binding in detail.

K. MISCELLANEOUS:  There are no understandings, agreements or representations, express or implied, not specified herein respecting this sale, and this instrument constitutes the entire agreement between us. This sale may not be modified except in writing signed by both MSI and BUYER or their duly signed agents. In the event of breach or repudiation by MSI, BUYER shall not be entitled to consequential damages or damages for loss of use. The transaction described herein shall be governed by the laws of Illinois. No agent or salesman has any authority to obligate MSI to any terms, stipulations or conditions not herein expressed. BUYER SHALL ADVISE MSI IMMEDIATELY OF ANY TERMS AND CONDITIONS WHICH BUYER DOES NOT ASSENT TO AS A TERM OR CONDITION OF THIS SALE. Any clerical errors are subject to correction and must be brought to the attention of MSI as soon as suspected.

Accepted by: _______________________________________________ Title: ____________________________________________________ Date:__________________