TERMS & CONDITIONS OF SALES

Sale of any equipment or services described herein at the prices indicated is expressly conditioned upon the terms and conditions set forth below. Any order for or any statement of intent to purchase any such equipment or services, or any direction to proceed with engineering, procurement, manufacture or shipment, shall constitute assent to said terms and conditions and a representation that the Purchaser is solvent. Any additional or different terms or conditions set forth in any communication from the Purchaser are not agreed to by Chopper Industries LLC, hereinafter referred to as "Seller", and shall not be effective or binding unless agreed to in writing by an officer of the Seller. Purchaser is defined as the person, either directly or through an agent, accepting this proposal. Sellers receipt, acknowledgement or acceptance of Purchasers forms are for Sellers internal use and shall not alter the terms of Sellers forms, including this proposal.

PROPOSALS

All proposals for sales and/or services, unless otherwise specified upon the face, must be accepted within thirty days or the proposal will no longer be valid. Any numerical, clerical or stenographic errors appearing in Seller’s proposal may be corrected at any time by Seller.

DELIVERY

Shipping dates are approximate and are based upon shipping promises given Seller by the manufacturer and are contingent upon prompt receipt of all necessary information from Purchaser. Seller shall not be liable for delays in delivery or in performance or failure to manufacture or deliver, due to (1) causes beyond its control, including errors or delays in manufacture or by the manufacturer or (2) acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fires, strikes, or other labor disturbances, floods, pandemics, epidemics, war, riot, delays in transportation or car shortages, or (3) inability on account of causes beyond Seller’s reasonable control to obtain necessary labor, materials, components or manufacturing facilities. In the event of any such delay, the date of delivery or of performance shall be extended for a period equal to the time lost by reason of delay.

FIELD SERVICE & STARTUP

Services of factory authorized field service personnel for installation supervision, startup and adjustment and for subsequent technical assistance shall be billed at rates determined by Seller; which rates may be flat rate or hourly, plus travel. If not specifically quoted, rates shall be hourly. Field Service (“Service”) is provided upon a "best efforts" basis and Seller assumes no responsibility and shall not be liable for any direct, incidental, consequential, special or contingent damages or expenses arising directly or indirectly from such Service. Purchaser agrees to defend and indemnify Seller and its employees, officers and owners and to hold them harmless against all claims, losses, demands, liabilities and expenses (including reasonable attorneys’ fees) resulting from claims arising from such Service, regardless if such claims, losses demands liabilities and expenses (including reasonable attorneys’ fees) are caused in part by Seller, except that Purchaser will not be liable under this section for claims, losses, demands, liabilities and expenses (including reasonable attorneys’ fees) caused or resulting from the sole negligence, or willful or wanton act or failure to act, of Seller.

ELECTRICAL EQUIPMENT

Equipment includes only the electrical components referred to in the Proposal. Charges arising from any local, state or provincial regulations necessitating changes to electrical equipment shall be paid by the Purchaser unless such equipment has been specifically quoted to meet these regulations.

CLAIMS

Any claim of defects, shortages, nonconformities, or errors must be made in writing to Seller by Purchaser within five (5) days after receipt of shipment. The notice must specifically describe the errors, nonconformities, defects or shortages in the goods or delivery thereof. Failure to deliver the writing establishes delivery, acceptance and responsibility for prompt payment and waiver of all claims against Seller and expressly waives Purchaser’s right to revoke acceptance. No back charge or retention of monies by Purchaser shall be permitted without prior written approval from Seller.

PAYMENT AND TERMS TAXES

Any tax or other governmental charge now or hereby levied upon the production, sale, use of shipment of goods ordered or sold will be charged to and paid by Purchaser. Such taxes are not covered in the Seller's price unless expressly so quoted.