Southern Material Handling Company TERMS AND CONDITIONS OF SALE

Conditions:

Delivery of the material quoted herein is contingent upon strikes, fires, prior sales, government action and other causes unavoidable or beyond our control. All orders are subject to acceptance by Southern Material Handling Company. All quotations are subject to change without notice. Specifications are subject to change without notice in the course of production. Cancellations will not be accepted except on terms that will indemnify us against any loss. Terms of sales are subject to credit approval. Prices quoted are those in effect at the time of quotation and are for immediate acceptance. Prices may be changed prior to delivery of any order in whole or in part at any time such changes are made necessary by changing costs. The conditions of this quotation become a part of any order resulting herefrom, and any purchase order submitted in response to this quotation modifying, altering or adding to these conditions shall not be binding unless accepted by us in writing. There are no agreements, understandings or stipulations relative to this quotation other than those expressed herein.


WARRANTIES:

THE ATTACHED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE) EXPRESSED OR IMPLIED, AND THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES. USED PRODUCTS ARE SOLD ON AN "AS IS" BASIS AND THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE UNLESS OTHERWISE EXPRESSLY STATED ON THE FACE OF THE FORM. With respect to tires, ignition apparatus, horns, starting devices, generators, batteries or other trade accessories, manufacturer makes NO WARRANTY OF MERCHANTABILITY OR OTHERWISE AND Buyer shall rely solely upon existing warranties, if any, of the respective manufacturers thereof.


ACCEPTANCE:

This quotation, when signed by Buyer, shall constitute an order by Buyer, but shall not become a binding contact until it is accepted by Southern Material Handling company at Tulsa, Oklahoma, (herein referred to as "Seller") such acceptance being shown when Seller mails to Buyer its standard form of acknowledgement. Seller reserves the right, in its acknowledgement, to change prices and specifications herein to Seller's prices and specifications in effect on the date of the acknowledgement. If the prices or specifications in the acknowledgement differ from those herein, Buyer may cancel this order by a written notice, certified mail, to Seller within ten (10) days after receipt of acknowledgement. In the case of such cancellation, Seller shall refund to Buyer all payments previously made on account of the purchase price, without interest, if a written notice is not received from Buyer, as above provided, then such changes shall be deemed to be accepted by Buyer. This order, together with the acknowledgement above mentioned, shall constitute the entire contract between the parties and shall be changed only by written agreement of the parties. This contract shall be governed by the laws of the State of Oklahoma. Delivery. Unless otherwise specifically agreed, all prices are for material packed for domestic shipment and for delivery f.o.b. factory or point of shipment. Shipping dates are approximate and based on prompt receipt of all necessary information. All risks of loss shall be upon the Buyer from point of shipment. Buyer shall pay all transportation and delivery charges to final destination. Price. Prices quoted herein are based on present costs. Such prices are subject to increase by Seller at any time prior to delivery in respect of all or any portion of the equipment, on order for scheduled delivery more than six (6) months from order date to the extent necessary to cover Seller's increased costs applicable thereto. Partial shipments may be made and payments therefor shall become due in accordance with the terms hereof. Finance charges and interest on late payments will be assessed at the maximum lawful rate. The terms of sale herein are subject to credit approval by Seller and Seller may at any time prior to delivery modify the terms of payment originally specified to assure payment for the equipment ordered. Taxes. the amount of taxes stated on the reverse side hereof, if any, is approximate only Buyer shall pay, or upon receipt of invoice from Seller, shall reimburse Seller for all sales, use, occupation, gross, income, excise or other taxes or charges levied or imposed on Buyer, or required to be collected by Seller, or imposed on the equipment or on Seller resulting from this transaction or any part thereof, irrespective of whether included on the face hereof at the time or entry of this order, exclusive of franchise taxes and taxes measured by the net income of Seller.


SECURITY INTEREST, REMEDIES AND DEFAULT:

Buyer hereby grants to Seller a security interest in the equipment delivered hereunder till the total selling price, including taxes, delivery and other charges, has been paid in full by Buyer. Buyer agrees to sign and deliver to Seller an additional security agreement and such other forms as may be reasonably required by Seller to perfect its security interest granted herein. If Buyer shall fail or refuse to accept delivery of the equipment and parts ordered hereunder or shall default in the performance of any of the terms, covenants, and conditions of this agreement, including but not limited to payment of any installment when due, Seller, at its own option, may retain the cash deposited or paid to it and the equipment accepted by it on account of the sales price, if any, and apply the same toward payment of its damages. If equipment ordered has been delivered to Buyer by Seller at the time of default, Seller may declare the full amount due and payable and may repossess the equipment without legal process. In the event this contract is placed in the hands of an attorney for collection, or suit is brought thereon or same is collected through probate or bankruptcy proceedings, then customer agrees to pay a reasonable attorney's fee equal to twenty five percent (25%) of the unpaid sums due under this contract. In the alternative and at Seller's option, a minimum of fifteen percent (15%) of the contract price as a cancellation and restocking charge shall be made on all orders of goods which are cancelled as an agreed upon reasonable minimum charge for liquidation damages, and not as a penalty, it being recognized and agreed that it is extremely difficult to determine actual damages in the event of a cancellation. The remedies provided herein in favor of Seller shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other remedies in Seller's favor existing at law or in equity


CONFLICTING TERMS:

It is agreed that only this document and the terms and conditions of Seller's acknowledgement shall constitute the entire agreement between the parties. All contracts, documents, purchase orders or change orders submitted in connection herewith by Buyer shall be deemed to be with the acceptance of and subject to the terms and conditions set forth in this quotation, including the face and reverse side hereof. If there is any conflict or discrepancy between the terms of this quotation and any other contract, document, purchase order, writing or change order submitted by purchaser, or any provisions contained in other literature by Seller, then and in that event, unless an exception has been indicated, specifically reserved by Buyer, and agreed to in writing by an authorized representative of the Seller, the instructions, specifications and terms and conditions contained in this quotation shall be conclusively presumed to have been accepted by the Buyer and shall prevail over and supersede all such conflicts or discrepancies and shall in no respect be deemed to have been waived by the Seller's commencement of work on Buyer's order or by Seller's taking of any other affirmative action in relation to the purchaser's order, including the receipt and deposit of money, after the receipt of such conflicting document, instructions, specifications, terms and conditions contained in this quotation shall further be deemed to have been included in and made a part of purchaser's contract, purchase order, change order or other document, whether referred to therein or not. There are no agreements, understandings or stipulations relative to this quotation other than those expressed herein.


INSPECTION AND ACCEPTANCE:

Unless otherwise expressly agreed, Buyer agrees that it shall inspect the equipment at the place of manufacture and shall notify Seller prior to shipment of any objections thereto. Such inspection without objection or the failure to inspect within ten (10) days after notification by Seller that the work is complete shall constitute acceptance thereof as being in conformity with the order. In the event Seller ships without providing notice to Buyer to inspect, Buyer shall have ten (10) days after delivery to inspect the equipment and Buyer waives any defects not reported to Seller within said ten (10) day period.


ENTIRE AGREEMENT AND APPLICABLE LAW.

The rights and obligations of Seller and Buyer under any order placed pursuant hereto shall be governed by the laws of the State of Oklahoma.


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