Terms of Service

1. These terms and conditions of purchase set forth herein confirms the offer of GPI Equipment Group Inc. (Buyer) to purchase and shall constitute the complete and exclusive statement of the agreement between Seller (as named on the reverse side hereof) and Buyer which shall not be supplemented, varied or amended except as set forth in the provisions on the face hereof (which provisions shall govern where inconsistent with these Terms and Conditions) or by a separate written agreement signed by both parties. If this document shall be deemed an acceptance of a prior offer by Seller, such acceptance is expressly conditional upon Seller’s assent to any additional or different terms contained herein.

2. Prices are stated in U.S. Dollars and do not include any federal, state or local taxes. All purchases are for resale only.

3. All freight and insurance charges are the responsibility of the Seller unless otherwise agreed between the Seller and Purchaser.

4. Unless otherwise stated on the front of this form, the purchase price is F.O.B. place of shipment.

5. The Seller shall, without limitation, be in default if the Seller becomes insolvent or is adjudged bankrupt, or if at any time the property and assets of the Seller are in liquidation, or if the Seller’s financial responsibility becomes impaired; but the Seller shall not be in default for nonperformance due to fire, flood, earthquake, tornado, labor difficulties, riot, federal or state laws or regulations, acts or defaults of common carriers, or act of God, or the public enemy. In case of default by the Seller, the Buyer may within thirty (30) days notice thereof by written notice sent by email, registered or certified mail to the Seller at its office cancel the contract. If the default consists of a failure by the Seller to ship at the time required, the Buyer may cancel or terminate the contract as above provided only after giving the Seller preliminary written notice of its intention to cancel or terminate, by email, registered or certified mail addressed to the Seller’s office. If the Seller does not ship within ten (10) days after mailing of such notice, then the Buyer may, within three (3) days after the expiration of such ten (10) days, cancel or terminate the contract as above provided.

6. In the event Buyer is required to institute a legal action for any reason whatsoever, including but not limited to the failure of Seller to pay the entire Purchase Price, Buyer shall be responsible for Seller’s reasonable attorney’s fees and costs in connection with any action Seller shall commence arising out of the terms and conditions of this Agreement.

7. Purchaser acknowledges that these are the only terms and conditions of sale and the terms and conditions can be changed only by a writing signed by the parties or their representatives.

8. These terms and conditions of sale and any agreement, of which they are a part, shall be construed in accordance with the laws of the State of New York and any proceeding arising out of this transaction shall be commenced in the State of New York, County of Westchester in the Supreme Court of the State of New York or the Southern District of New York in a Federal Court located in White Plains.

9. All rights of the Seller hereunder are separate and cumulative, and no one of them, whether or not exercised, shall be deemed to be an exclusion of any of the other rights and shall not limit or prejudice any other legal or equitable right which the Seller may have.

Terms of Service

As used below, the word “Equipment” means all equipment, machinery, accessories, attachments, spare or replacement parts, tools, supplies, merchandise or goods that are the subject of the parties transaction.

QUOTATIONS

All quotations are made for immediate acceptance and are subject to withdrawal, change and prior sale of disposition without notice.

ACCEPTANCE

Sale of any equipment by GPI Equipment is expressly conditioned upon the terms and conditions set forth below. Any order
for or statement of intent to purchase Equipment or services, or any direction to proceed with engineering procurement, refurbishing, or shipment, will continue assent to said terms and conditions and a representation that the Buyer is solvent. Any additional or different terms of conditions set forth in any such communication from the Buyer are hereby objected to by GPI Equipment, and will not be effective or binding unless assented to in writing signed by an authorized GPI Equipment representative at GPI Equipment’s New York office. If there is any inconsistency between this document and the terms of a purchases order, the terms and conditions of this document will prevail.

PAYMENT.

Unless otherwise stated in writing by GPI Equipment, full payment in U.S. Dollars is due before shipment and deposits are nonrefundable.

TAXES

Prices are stated in U.S. Dollars and do not include any Federal, State or local taxes, which are in addition to the purchase price and must be paid by the Buyer. All foreign duties and taxes are the responsibility of the Buyer. Unless Buyer furnishes GPI Equipment with a tax exemption certificate, Buyer will pay to GPI Equipment any tax on the Equipment or the Equipment’s use, however designated, levied or based by any taxing authority, whenever GPI Equipment must pay the tax for the Buyer according to the applicable law.

SHIPMENT

Unless otherwise agreed in writing by GPI Equipment and Buyer, all crating, skidding, rigging, customs, freight and insurance charges are the responsibility of the Buyer. Unless otherwise stated in GPI Equipment’s invoice or revised invoice, shipment will be F.O.B. Location of Equipment, with all risks of loss and damage passing to the Buyer upon delivery of the Equipment to the common carrier.

DISCLAIMER OR WARRANTIES

USED EQUIPMENT IS SOLD “AS IS”, AND GPI EQUIPMENT NEITHER MAKES NOR ASSUMES ANY WARRANTY, WHETHER STATUTORY, BY OPERATION OF LAW, OR OTHERWISE, EXPRESS OR IMPLIED, WITH RESPECT TO ANY EQUIPMENT, NEW OR USED, OR WITH RESPECT TO THE MERCHANTABILITY OR FITNESS OF SUCH EQUIPMENT FOR ANY PURPOSE OR ANY OTHER WARRANTIES, UNLESS GPI EQUIPMENT HAS SO PROVIDED IN WRITING. GPI EQUIPMENT DOES NOT WARRANT THAT SUCH EQUIPMENT CONFORMS WITH ANY PLANS REGULATIONS OR ORDINANCES PERTAINING TO SAFETY OR INSURANCE REQUIREMENTS, AND THERE IS NO OBLIGATION OF GPI EQUIPMENT AS TO CONFORMITY OF THE EQUIPMENT. THE EMPLOYEES OR REPRESENTATIVES OF THE SELLER ARE NOT AUTHORIZED TO MAKE ANY STATEMENT OR REPRESENTATION AS TO THE QUALITY, CHARACTER, SIZE, CONDITION, QUANTITY, ETC., OF THE GOODS OFFERED FOR SALE CONSISTENT WITH THESE TERMS AND CONDITIONS HEREIN. ANY SUCH STATEMENTS MADE WILL NOT BE BINDING ON THE SELLER OR BE GROUNDS FOR ANY SUBSEQUENT CLAIM.

BUYER’S RESPONSIBILITY AND INDEMNITY. BUYER’S ACKNOWLEDGE THAT IT WILL BE RESPONSIBLE FOR ENSURING THAT ALL EQUIPMENT PURCHASED FROM GPI EQUIPMENT IS INSTALLED AND OPERATED IN A PROPER AND SAFE MANNER. THE PURCHASER IS WARNED AND ACKNOWLEDGES THAT IT MUST CONTACT THE ORIGINAL MANUFACTURER TO OBTAIN UP-TODATE INSTALLATION AND OPERATION MANUALS AND OTHER INFORMATION TO INSURE THE SAFE OPERATION OF GOODS SOLD. BUYER ALSO ACKNOWLEDGES THAT IT MAY HAVE TO INSTALL OR CHANGE GUARDS, SAFETIES, WARNINGS OR OTHER COMPONENTS TO ENSURE THAT THE EQUIPMENT WILL CONFORM TO ALL LAWS, REGULATIONS, ORDINANCES, CODES, INSURANCE REQUIREMENTS AND INDUSTRY STANDARDS. AS OF THE DATE OF DELIVERY OF THE EQUIPMENT TO THE COMMON CARRIER, BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS GPI EQUIPMENT AND ITS AFFILIATES FROM AND AGAINST ALL SUITS, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND COSTS OF INVESTIGATION), FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE (“LOSSES”) ARISING OUT OF, RESULTING FROM OR CONNECTED WITH, THE EQUIPMENT OTHER THAN LOSSES THAT RESULT FROM CLAIMS ARISING PRIOR TO DELIVERY OF THE EQUIPMENT TO THE COMMON CARRIER. SELLER STRONGLY RECOMMENDS PURCHASER’S ON-SITE INSPECTION OF GOODS. SOLD HEREUNDER, THE SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF PURCHASER’S FAILURE TO INSPECT THE GOODS FOR ANY INACCURACIES, INSUFFICIENCIES, OR OMISSIONS IN SUCH DESCRIPTIONS, SAMPLES AND/OR SPECIFICATIONS. LIMITATIONS OF GPI EQUIPMENT’S LIABILITY. GPI EQUIPMENT’S LIABILITY, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), UNDER ANY WARRANTY, OR OTHERWISE, WILL NOT EXCEED THE RETURN OF THE AMOUNT OF THE

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