Terms & Conditions of Sale

PARTIES:
McLanahan Corporation, Hollidaysburg, Pa., is hereinafter referred to as "Manufacturer." The buyer of equipment, parts or services is hereafter to as "Purchaser."
QUOTATIONS:
All quotations, estimates, prints, drawings, sketches, models, samples, tools, computer or other apparatus programs, technical or business information, or any other written or oral data are submitted on the condition that the property and author rights are reserved and that the said items shall remain the property of the Manufacturer and will be held in strictest confidence by the Purchaser. The Purchaser shall not disclose or permit its employees or any other party to disclose such confidential items to any third party without the Manufacturer's written consent. In the event that no written contract is concluded or if the contract is cancelled and if requested by the Manufacturer, said items shall be returned to Manufacturer promptly at the Purchaser's expense.
CONTRACTS:
It is understood that a written order accepted and agreed to in accordance with this quotation by Purchaser and Manufacturer shall not be cancelled except by a mutually satisfactory written agreement between Purchaser and Manufacturer. It is further agreed that if there shall be a cancellation, breach or default by Purchaser without a mutually satisfactory written agreement between Manufacturer and Purchaser, then and in such event Purchaser shall be liable to Manufacturer for the greater of the following: (a) fifteen (15%) percent of the original agreed price; or (b) the labor and material expended by Manufacturer plus an allowance for overhead expenses and lost profits incurred by the Manufacturer as a result of the Purchaser's breach. In addition, the damages authorized by (a) or (b) hereof, the Manufacturer shall be entitled to collect incidental expenses, including court costs and attorneys' fees incurred in recovering any such damages and including any incidental expenses otherwise authorized by the Pennsylvania Uniform Commercial Code or other applicable law. A contract between the Manufacturer and the Purchaser shall come into existence only upon the written acceptance of the order from the Purchaser by an executive of McLanahan Corporation at Hollidaysburg, PA, which written acceptance shall supersede all previous quotations and correspondence and all prior or contemporaneous presentations and understandings, except that any particular documents or specified part of parts thereof may be made part of a contract by reference in the Manufacturer's written confirmation of the order. All figures pertaining to weight and dimensions are approximate unless certified by a qualified official of the Manufacturer.
PRICES & TERMS OR PAYMENT:
Manufacturer’s prices are free on board (f.o.b.) at the plant of the Manufacturer unless otherwise agreed upon. If delivered prices are quoted they are based on carrier rates to the delivery point of the Purchaser in affect at the time. Should rates be changed, the increase or decrease will be for the account of Purchaser.
Manufacturer reserves the right to increase or decrease prices at any time to allow for changes in the cost of labor, materials and/or other manufacturing costs. Prices quoted are those which are in effect at the date of quotation and are firm for acceptance within 30 days after date of quotation unless otherwise stated. If prices quoted are subject to any Sales or Excise taxes, use or Manufacturer's tax imposed by Federal, State, Municipal or other Government authority upon the sale, use, and/or manufacture of the materials mentioned herein the amount of such tax shall be added to the prices contained herein with the same effects as if originally included in the prices quoted whether or not the statute imposing the tax places the tax on Manufacturer or Purchaser.
Manufacturer reserves the right to ask and expect a partial advance cash payment with any order. Terms, net cash 30 days from date of invoice unless otherwise stipulated, except that Manufacturer reserves the right to make progress billing up to 90% on all contracts exceeding $50,000.00 and the terms on such invoices shall be 10 days net. A service charge of one (1-1/2%) percent per month will be added after net date of the invoice. Any note or notes or checks offered and accepted will be as evidence of the debt only and not as payment on account until these tenders have been converted into cash by Manufacturer.
RESERVATION OF TITLE:
The title to the equipment, machinery and materials sold shall not pass from the Manufacturer to Purchaser until all payments in cash have been fully made in accordance with the terms of the contract and all other obligations arising out of it have been settled. The Purchaser must agree to do all acts and execute all papers necessary including without limitation security agreements, financing statements, conditional sales, chattel mortgages, notes, and/or any other papers which may be required to protect and maintain such retention to title with the Manufacturer and not to sell any such equipment, machinery or materials, and not to contest Manufacturer's title thereto or rights thereunder, or the validity or scope thereof. If the equipment sold is located on land not wholly owned and in clear title by the Purchaser, this sales contract must also be signed by any other party or parties who own the land in whole or in part. Purchaser shall, prior to delivery if requested by Manufacturer, deliver to latter a Landlord's Waiver and a Mortgagee's Waiver, if the same are applicable.
In default of payment on any sales contract, or upon failure of Purchaser to comply with any one or all conditions of any sales contract, the Manufacturer may at any time, either personally or by its agent, using as much force as may be necessary, enter in or upon the premises where said machinery or materials may be with or without the issuance of any writ of replevin or the undertaking of any legal process whatsoever, and take possession of said machinery and materials wheresoever they may be found. And for so doing the Manufacturer shall not be liable in any action at law or in equity on the part of the Purchaser for such reclamation of its property, nor for the repayment of any money or monies which have been paid by the Purchaser in part for said machinery or materials. It is further agreed that machinery or materials shall not become a fixture by reason of being attached to real estate, but may be separated from the real estate and reclaimed or sold by Manufacturer in accordance with the terms of this sales contract and without liability on the part of Manufacturer or its agents for such sale or removal.
It is further understood and agreed that the attaching of said machinery and materials to real estate, shall give the Purchaser, owner, mortgagee, or prior encumbrancer of said real estate no right, title, claims or interest in the said machinery and materials whatsoever, and removal from said real estate shall not be made without written permission of Manufacturer. Purchaser acknowledges that Manufacturer may assign this contract to a third party; in the event that there is such an assignment, Purchaser agrees that Manufacturer shall not be deemed the agent of assignee for any purpose whatsoever, and all payments shall be made to the assignee absolutely. The Purchaser hereby waives all rights now or hereafter existing in favor of the Purchaser against Manufacturer to make any defense, counterclaim, or cross complaint to any demand or action brought by the assignee to recover payments due under a contract or to recover possession of the chattels. The Purchaser agrees that all claims or demands on the part of the Purchaser against the Manufacturer shall be independent of any action by the assignee against the Purchaser.
The Purchaser agrees to insure at its expense for the benefit of Manufacturer all of the products of the Manufacturer in the Purchaser's possession to the extent that the title is still with the Manufacturer under this agreement or any other agreement between the Purchaser and the Manufacturer. The said insurance shall cover all casualties and hazards including, but not necessarily limited to fire, flood, tornado, collision, upset, riot, or other civil disturbance, or vandalism. Recognizing Manufacturer's reservation of title for security purposes, Purchaser irrevocably authorizes Manufacturer to execute and deliver in the name and in behalf of the Purchaser all documents necessary and proper to identify, secure and perfect said reservation of title and security interest.
DELIVERY:
Material which is sold free on board (f.o.b.) at manufacturing point is considered delivered when loaded on truck or car at manufacturing point. Material sold cost-insurance-freight (c.i.f.) is considered delivered upon arrival at the point stated in the contract, when Purchaser has been duly notified of arrival. Any claim for loss or damage in transit after such delivery must be entered and prosecuted by the Purchaser. Claims for shortages and errors will be considered by Manufacturer only if such claims are made in writing within 10 days after receipt of shipment.
If, after such delivery, Manufacturer undertakes further transportation or handling of the consignment than as originally specified. Manufacturer acts only as agent for Purchaser.
If shipment is delayed by Purchaser for any reason whatsoever, all risks are transferred to Purchaser upon notification by Manufacturer that the material is ready for shipment, and payment shall be due in accordance with the terms of the contract regardless of whether shipment has or has not been made. All expenses, if any are incurred, for storage or floor space, or for alterations made during the process of completing the order at the request of the Purchaser, shall be paid for by Purchaser.
DELAYS BEYOND CONTROL:
Manufacturer shall not be held responsible or liable for any loss or damage resulting from failure to make delivery or resulting from delay in delivery caused by reason of the direct or indirect effect of priorities or other regulations or orders of any governmental authority, agency or instrumentality, or failure to obtain labor, or strike, or other labor dispute, by riot, or other civil disturbance or insurrection, by fire, by act of God, or of Public enemy or by any other cause beyond control of Manufacturer whether the same affects Manufacturer directly or some one or more of the suppliers of Manufacturer. Unless previously agreed upon, Manufacturer shipping dates given in advance of the actual shipment are best estimates based upon current shipping schedule and promises received by suppliers and shall not be deemed to represent fixed or guaranteed shipping dates.
AUTHOR AND PATENT RIGHTS:
The reservation of author is extended to the contract. Purchaser agrees not to violate or infringe the patent rights relating to any equipment sold.
GUARANTY:
Manufacturer guarantees that the material or machines sold will be free from defects in material and workmanship, and that they will perform in accordance with the statements as outlined in the Purchaser's order to the extent agreed to in the Manufacturer's acknowledgment of order. However, the Manufacturer does not guarantee component parts, which are subject to normal wear and tear or are designed to be replaced or renewed as part of the routine maintenance of the machinery.
Obligations of the Manufacturer under this guarantee shall be expressly limited, however, to replacing but not installing, free on board at the points of manufacture, the replacement part or parts in which substantial defects in material or workmanship shall appear under normal use and service within one (1) year of the date of shipment, provided that the machinery is kept properly lubricated and is operated in accordance with established engineering practice and instructions of Manufacturer, and provided further that the Manufacturer is notified in writing of the existence of such defect within ten (10) days after the same shall appear. Replaced parts shall become the property of Manufacturer at the option of the Manufacturer.
Manufacturer will guarantee workmanship and materials, but accepts no responsibility for equipment design if it is specified to the design of Purchaser.
In case Purchaser is unable to make equipment perform as stipulated, written notice, by registered letter or telegram shall be immediately given Manufacturer, stating difficulties encountered and a reasonable time shall be allowed Manufacturer, as well as friendly assistance given, to the end that the machinery shall be made to work satisfactorily. Further, Manufacturer shall not be charged with, or held responsible for any alterations or repairs made to machinery, as specified herein, except with the written consent and approval obtained in advance from Manufacturer. If the equipment cannot be made to fulfill the warranty, Purchaser shall reload the same on the carrier from which received, and Manufacturer will pay the freight for returning the shipment but shall not be held liable for any damages, expenses of unloading and reloading, or for freight from works of Manufacturer. Purchaser agrees that under no circumstances will Manufacturer be liable for any contingent, incidental, or consequential damages including but not limited to any loss of time, any damage to goods being produced, or any other costs or expenses of any kind or nature resulting from a breakage, breakdown or malfunctioning of any of the products or equipment sold to Purchaser by Manufacturer.
DISCLAIMER OF WARRANTY:
MANUFACTURER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, OR PARTICULAR PURPOSE OR WARRANTIES BY AFFIRMATION, PROMISE, DESCRIPTION, SAMPLE, OR ANY OTHER TYPE OF WARRANTY EXCEPT AS SET FORTH HEREIN. THERE ARE NO WARRANTIES EXTENDING BEYOND THE DESCRIPTION SET FORTH IN THIS CONTRACT.