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<br /> GENERAL TERMS AND CONDITIONS 4
<br /> FROM GREGORY POOLE EQUIPMENT COMPANY
<br /> 1.CONTRACT.Unless otherwise stated,all sales transactions are expressly subject to these Terms and Conditions.Credit sales likewise are
<br /> subject to credit approval and the standard credit agreement terms of Gregory Poole Equipment Company which are incorporated herein by
<br /> reference as if fully set forth herein and can be found at www.gregorypoole.com.All Terms and Conditions set forth herein are deemed
<br /> acknowledged and accepted by Buyer upon Buyer's written or verbal order.No understanding,promise or representation,and no waiver,
<br /> alteration or modification of any of the provisions hereof shall be binding upon Gregory Poole Equipment Company('Company')unless
<br /> assented to expressly in writing by an authorized representative of Company.Buyer shall not rely on any statement or representation of any
<br /> party(including,without limitation,any Company sales representative)that alters,adds to or differs from these Terms and Conditions,and
<br /> no such statement or representation shall be recognized by or be binding upon Company.Any and all provisions of Buyer's Purchase Order
<br /> or other documents that add to or differ from these Terms and Conditions are EXPRESSLY rejected. No waiver of these Terms and
<br /> Conditions or acceptance of others shall be construed from any failure of Company to raise objection.Customer agrees to be bound by
<br /> electronic communications relating to transactions with Gregory Poole Equipment Company.
<br /> 2.QUOTATIONS AND PUBLISHED PRICES.Quotations automaticallly expire forty-five(45)calendar days from the date issued unless
<br /> otherwise stated in the Quotation and are subject to withdrawal by notice within that period.Company reserves the right unilaterally to extend
<br /> such Quotation up to six(6)months from the date of issuance.Prices shown on the published price list and other published literature issued
<br /> by the Company are not unconditional offers to sell,and are subject to change without notice.Company's price for equipment,unless
<br /> otherwise specified,does not include an allowance for installation and/or final on-site adjustment.Prices shall be subect to adjustment to
<br /> those in effect at time of shipment.
<br /> 3.TAXES AND INSURANCE.Company's prices do not include any applicable sale,use,excise or similar taxes;and the amount of any such
<br /> tax which Company may be required to pay or collect will be added to each invoice unless Buyer has furnished Company with a valid tax
<br /> exemption certificate acceptable to the taxing authorities.Where a Buyer fails to furnish the required documentation,the previously unpaid
<br /> sales,use,excise or similar tax will be billed to the Buyer.If upon subsequent sales,use,excise or similar tax audit,an exemption certificate
<br /> provided to Company by Buyer is,through no fault of Company,determined to be invalid,Company will attempt to acquire a valid exemption
<br /> certificate,notarized affidavit of exempt use,or other necesssary documentation from Buyer. If Buyer fails timely to furnish a valid exemption
<br /> certificate,notarized affidavit,or other necessary documentation,the previously unpaid sales,use,excise or similar tax will be billed to
<br /> Buyer. Buyer,at its sole cost and expense,shall keep any and all equipment delivered hereunder insured to the extent of its full insurable
<br /> value with a standard all-risk Inland Marine Insurance Policy covering physical damage to the equipment,with any loss payable to Company.
<br /> Insurance coverage shall commence on or before the time at which title to such equipment passes to Buyer.Buyer shall be responsible for
<br /> obtaining at its sole cost and expense any other insurance coverage that may be necessary or appropriate.
<br /> 4.TERMS.Except as otherwise provided herein,TERMS ARE CASH, NET THIRTY(30)DAYS,from date of invoice.Amounts past due are
<br /> subject to a service charge of 1.5%per month(or fraction thereof),or maximum contract rate permitted by law,which rate shall also apply
<br /> after judgment pursuant to N.C.G.S.24-5,and any payments will be applied first to service charges due.If Company deems that,by reason
<br /> of the financial condition of the Buyer or otherwise,the continuance of production or shipment on the terms specified herein are not justified,
<br /> Company may require full or partial payment in advance.The terms provided herein supersede any customer or trade practice regarding
<br /> service charges,time of payment or any other term of payment.
<br /> 5.DELIVERY.Delivery dates indicated in the contract documents are approximate and are based on prompt receipt of all necessary
<br /> information regarding the equipment covered by the contract.Company will use reasonable efforts to meet the indicated delivery dates,but
<br /> cannot be held responsibe for its failure to do so.Company shall not be liable for delays in delivery or in performance or failure to
<br /> manufacture or deliver,due to:causes beyond its reasonable control;acts of God,acts of Buyer,acts of civil or military authority,priorities,
<br /> fires,strikes or other labor disturbances,floods,epidemics,war,riot,or delays in transportation;or inability on account of causes beyond its
<br /> reasonable control to obtain the necessary labor,materials,components or manufacturing facilities.In the event of any delay caused by
<br /> Buyer,Company will store and handle all items ordered at Buyer's risk and will invoice Buyer for the unpaid portion of the contract price,plus
<br /> storage,insurance and handling charges,on or after the date on which the equipment is ready for delivery,payable in full within thirty(30)
<br /> days from invoice date.Title to the equipment and risk of loss shall pass to Buyer upon delivery to a carrier.
<br /> 6.DELIVERY AND HANDLING CHARGES. Unless otherwise specified,shipments are F.O.B.Company's premises.Delivery and handling
<br /> charges will be prepaid and billed as a separate item on the equipment invoice on the basis of Company's current freight policies.Buyer may
<br /> also specify and use a designated freight carrier. In the absence of such specification,goods will be shipped by the method and via the
<br /> carrier chosen by Company.
<br /> 7.SHIPPING AND PACKING.All material shall be carefully packed for shipment and Company will not be responsible for loss,delay or
<br /> breakage after having received'in good order'receipts from the carrier.All claims for breakage,loss,delay and damage should be made to
<br /> the carrier.Shipping weights and dimensions given in Company's materials are as close to actual as practicable,but are not guaranteed.No
<br /> claims will be allowed because of any discrepancy between actual weight or dimensions shipped and listed data.
<br /> 8.SUBSTITUTIONS.Unless specifically restricted on a purchase order,Company reserves the right to substitute the latest superseding
<br /> design and manufactured equivalent product where the interchangeability of the product is based on form,fit,and function,in place of the
<br /> product offered.
<br /> 9.CHANGES.Buyer may with the express written consent of Company make changes in the specifications for equipment or work covered by
<br /> the contract.In such event,the contract price and delivery dates shall be equitably adjusted.The Company shall be entitled to payment for
<br /> reasonable profit plus costs and expenses incurred by it for work and materials rendered unnecessary as a result of such changes,and for
<br /> work and materials required to effect said changes.
<br /> 10.NONCONFORMITY.All equipment sold by Company is to be inspected before shipment,and should any of such equipment prove
<br /> defective due to faults in manufacture,or fail to meet the written specifications accepted by Company,Buyer shall not return the goods,but
<br /> shall notify Company immediately,stating full particulars in support of its claim,and Company will either replace the goods upon return of the
<br /> defective or unsatisfactory material or shall adjust the matter fairly and promptly,but under no circumstances shall Company be liable for
<br /> consequential or other damages,losses or expenses in connection with or by reason of the use of or inability to use materials purchased for
<br /> any purpose.
<br /> 11.CANCELLATION. Undelivered parts of any order may be canceled by the Buyer only with the written approval of Company. If Buyer
<br /> makes an assignment for the benefit of creditors or in the event that the Company for any reason feels insecure about Buyer's willingness or
<br /> ability to perform,then Company shall have the unconditional right to cancel this transaction. In the event of any cancellation of this order by
<br /> Buyer, Buyer shall pay to Company the reasonable costs and expenses(including engineering expenses and all commitments to suppliers
<br /> and subcontractors)incurred by Company prior to receipt of notice of such cancellation,plus Company's usual rate of profit for similar work.
<br /> In the event Company agrees to accept equipment for restocking,a minimum charge of twenty-five percent(25%),based on the sales price
<br /> to Buyer of said equipment,will apply.
<br /> 12.SECURITY INTEREST.Buyer agrees to pay for the equipment according to the Company's payment terms and does hereby grant to the
<br /> Company a purchase money security interest in the equipment until such time as it is fully paid.Buyer hereby appoints Company as its
<br /> Attorney-in-Fact and authorizes Company,at Buyer's expense,to take such action as may be necessary to perfect and protect Company's
<br /> security interest,including the filing and/or recording of Uniform Commercial Code Financing Statements,and grants Company the right to
<br /> execute Buyer's name thereto. In the event of a default by Buyer,Company shall be entitled to any of the rights and remedies provided by
<br /> law.Buyer hereby authorizes Company,at Buyer's expense,to file or record any statement,memorandum or other instrument showing the
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