CONDITIONS OF SALE

ALL PROPOSALS ARE BASED ON,  AND  ALL PRODUCTS  ARE SOLD ON  THE  FOLLOWING TERMS, CONDITIONS AND PROCEDURES.

1.   THIS PROPOSAL PRICE is firm if Purchase order is placed within thirty (30) days from the date of the proposal and providing release to fabricate and ship “when ready” is given within ninety (90) days.

2.   TERMS – Subject to approval of credit and as specifically stated on this proposal.  All invoices not paid in full within the agreed upon terms, will be assess finance charges at the rate of 1.5% monthly from the due date of the invoice until paid in full, including any accrued interest.  S & K Equipment Company, Inc.  is an equipment manufacturer and is not, nor is to be considered, a sub-contractor; as such S & K may not agree to and are not bound by the contractual requirements of the purchaser where they are different from these Conditions of Sale.  Account must be current, including finance charges, before start-up is performed or O&M manuals are provided.  Standard terms if not listed on proposal:

a. Terms of payment with payment bond are Net 30 days from the date of invoice or as stated on face of the proposal.  A copy of the payment bond shall be made available to S & K prior to acceptance of the order.  All other condition of sales stated hereof apply.

b. Terms of payment on projects without a payment bond indemnifying S & K Equipment Company, Inc. (REFERRED HEREINAFTER AS S & K) against loss must be arranged at the time of order or will be as follows: 60% of sale price payable prior to procurement of material and balance due prior to shipment.  All other condition of sales stated hereof apply.

c. Retainage S & K will not accept withholding of retainage.  Any retainage withheld will be considered a non-payment and a breach of the conditions of sale listed hereof and amount withheld will be subject to interest charges at the rate of 1.5% monthly assessed from the due date of the original invoice until paid in full, including interest accrued. All other condition of sales stated hereof apply.

In the event that purchaser fail to comply with any of the terms and conditions hereof, then purchaser shall reimburse S & K for all attorney’s fees, court costs, and interest due which may be paid, or incurred, by S & K in an effort to enforce the terms & conditions hereof or to obtain damages on account of the breach hereof by purchaser.  S & K retains the right to revoke credit terms to purchaser, at S & K sole discretion, for breach of any part or all of the terms & conditions hereof and require pre-payment for future orders or deliveries of equipment, services, warranties, and manuals.

3.     DELIVERY – The equipment & services covered by this proposal and any parts thereof shall be delivered to the Purchaser, f.o.b. the project site, or nearest passable road, or as directed in writing by the purchaser.  Deliveries of the various units of this order may be made as completed.  Purchaser’s account must be current and in good standing before equipment will ship including any and all interest due on past due accounts.  S & K retains the right to withhold further equipment deliveries, services, warranties, and manuals for any breach hereof by the purchaser.  Acceptance of any goods or merchandise delivered to the purchaser as described herein shall constitute an agreement by the purchaser to all the terms & conditions hereof.

4.     DELIVERY TIME – The time of delivery stated on this proposal is Seller’s best estimate and begins with the date all information necessary to fabricate properly the apparatus ordered in its final desired state is received by the Seller. While Seller will diligently attempt to meet this date, it shall not be liable for any delay in shipment from any cause whatsoever and Purchaser agrees not to make any such claim.

This equipment will ship to the job site within 7 to 10 days after fabrication is complete if purchaser is not in breach of any part of the conditions of sale. If S & K is required to hold finished equipment for longer than thirty (30) days, storage fees will be assessed at the rate of 5% of the sale price per month to cover insurance, trailer rental and maintenance of the equipment while it is in storage. It shall be the Purchaser’s responsibility to notify S & K thirty {30) days prior to anticipated delivery if a delay in receipt of equipment is anticipated.

5.    TAXES – No federal, state or local or any applicable taxes that may be imposed on this transaction have been included in the prices quoted on the proposal face. All applicable taxes are to be paid by the Purchaser.  If purchase is tax exempt, a valid certificate of exemption must be submitted at the time of order.

6.     INSURANCE – S & K carries General Liability Insurance, Automobile Liability  and Workers  Compensation insurance. A copy of our certificate is available upon request. Unless otherwise stated herein, additional insurance is not included in the proposed price.  Any costs associated with additional insurance required will be the responsibility of the purchaser.  S & K Equipment, Inc. shall effect and/or maintain the following insurance:

a.  General and products liability insurance covering its legal liability for bodily injury and damage to third party physical property (including Buyer’s property), arising out of performance this Agreement.  The limit of insurance shall be One Million US Dollars ($1,000,000.00) per occurrence and Two Million US Dollars ($2,000,000.00) in the aggregate.

b.  Automobile liability insurance in accordance with local laws or custom to the extent that Company’s employees use owned, non-owned or rented automobiles whilst performing services at Buyer’s site.

c.   Excess liability (“Umbrella”) coverage with a limit of One Million US Dollars ($1,000,000.00) per occurrence.

               d.  Workers Compensation and Employer’s Liability coverage in accordance with local laws or custom.

e.  Riggers coverage in the amount of One Million US Dollars ($1,000,000.00) in the aggregate

7.     WARRANTY – S & K warrants that its representations accurately reflect the terms and conditions of the manufacturer of the property.  Company will make available the manufacturer’s warranty, if available, and hereby assigns and transfers any and all rights thereunder to Buyer.  COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.  Company’s sole responsibility for any claim arising hereunder is the repair or replacement of the item, or a credit for the price at the sole discretion of the manufacturer of the equipment and it’s applicable warranties. S & K shall not be liable for loss, damage or expense directly or indirectly from the use of its products or from any other cause.

Any products, components, or parts not supplied by S & K are excluded from this warranty.  No start-up services on these components are included in this proposal.  Expenses incurred by S & K attributable to the misapplication or malfunction of components not supplied by S & K will be the responsibility of the Purchaser.  This warranty is conditional and does not apply to any of the following items:

a.   Items that must be replaced because of normal usage such as pump seals, packing, grease, oil, light bulbs, etc.

b.   Items that have been started up by person not authorized by S & K or that have been altered or repaired by persons not authorized by S &K

8.     LAWS, ORDINANCES, and REGULATIONS – S & K shall utilize reasonable efforts to cause the equipment to comply with its interpretation of federal safety, health and environmental regulations and insurance codes of a national scope.  However, S & K shall not be responsible for the compliance by the equipment with local interpretations of such federal regulations or insurance codes, nor with any local laws or ordinance codes which may exist at any location where the equipment is to be installed or utilized, unless such responsibility shall be expressly assumed by S & K in writing.

9.     CHANGES IN DESIGN and DETAILS -Field wiring, equipment installation, start-up services, and field assembly of components are not included unless specific notation of each is made in the proposal.  Start-up, where included in the proposal, shall include a reasonable amount of time to place the equipment in service, as well as fulfill all specified testing and instructional services.

10.    CANCELLATIONS – In the event the PURCHASER cancels at any time following its written acceptance of the bid quotation, the PURCHASER agrees to pay any sums due to S & K or third parties as a result of the PURCHASER’S cancellation (e.g. vendors for equipment purchases) and hold the Company harmless. The PURCHASER also agrees to pay as a cancellation charge an amount equal to the sum of all out-of-pocket expenses (including e.g. engineering costs, raw materials, work in process, outside/contract labor, materials and supplies) incurred by the Company along with a sum equal to 15% of the overall bid price to compensate the S & K or it’s third party for its loss of profit and the consulting services provided to the PURCHASER which were included in such bid quotation price. Custom fabricated systems are not returnable as they are project specific.

11.     START-UP –Unless otherwise stated, this proposal includes one trip for factory start-up services.  It shall be the purchaser’s responsibility to have all site conditions (e.g., electrical installation, water connection, required machinery for equipment handling, all appropriate personnel, etc.) prepared for S & K technician in advanced.  Subsequent trips are not included in the purchase price if start-up cannot be performed due to inadequate preparations by the purchaser.  Additional days required due to inadequate preparation will be bill at $750.00 per day plus travel and lodging expenses incurred by S & K.  Purchaser’s account must be current and in good standing before start-up services will be performed.  S & K requires at least two (2) week notice of proposed start-up date and will be scheduled at S & K sole discretion.

12.     LIMITATIONS of LIABILITY – Notwithstanding anything to the contrary in the agreement, including all documents making part thereof, and to the maximum extent permitted by law, in no event shall S & K Equipment Company be liable to the buyer, by way of indemnity, or by reason of any breach of contract or of statutory duty or by reason of tort (including but not limited to negligence) for any loss of profit, loss of contracts or earnings, delay damages, interruption or loss of production, loss of use, loss of opportunity or business, indirect, punitive, special, incidental or consequential damages whatsoever that may be suffered by buyer.  Buyer further agrees to defend, indemnify and hold harmless company from any claim made by end user or buyer’s customers for such losses.  The remedies of buyer set forth herein are exclusive, and company’s liability with respect to any contract, indemnity, tort (including negligence), under any warranty, strict liability or otherwise shall not exceed one hundred percent (100%) of the contract price or portion thereof upon which such liability is based, unless claims arise from gross negligence or willful misconduct of the company.