TERMS OF SALE

1. DEFINITIONS: As used herein, the following terms have the following meanings:

“Goods” means all equipment or products of any kind described or referred to in this Invoice.

“Buyer” means the person or entity purchasing the Goods from Seller, and its successors.

“Seller” means Poreba Machine Tool Company LLC

2. CONTRACT; ASSIGNMENT: This Invoice is an offer by Seller to sell the Goods to Buyer on the terms and conditions indicated and is not an acceptance of any offer by Buyer. Buyer may accept this offer orally, in writing or by accepting delivery of any of the Goods. No terms stated by Buyer in any purchase order, proposal or other document, or in accepting or acknowledging this Invoice, shall be binding unless expressly included herein by Seller, and Buyer is hereby notified of Seller’s objection to and rejection of any additional or different terms in any document provided by Buyer. SELLER’S INVOICE IS EXPRESSLY LIMITED TO ACCEPTANCE ON THE TERMS HEREOF. Buyer may not assign this Invoice or any part of its interest herein whole or in part, without the prior written consent of Seller. Any attempted assignment without Sellers consent will be void.

3. TITLE; RISK OF LOSS; TAXES: Unless otherwise expressly stated in this Invoice, Buyer is solely responsible for all loading, shipping, delivery, and insurance costs and arrangements. Risk of loss shall pass to Buyer upon the earlier of payment in full of the purchase price or upon delivery, but title shall pass to Buyer only upon payment in full of the of the purchase price for the Goods. Unless otherwise expressly stated in this Invoice, the purchase price indicated for Goods does not include any relevant taxes, all of which shall be the Buyer’s sole responsibility.

4. WAIVER; LATE PAYMENTS: Seller’s waiver of any breach or default by Buyer shall not constitute a waiver of any other breach or default. Seller’s rights and remedies under this Invoice are in addition to any other rights and remedies available to Seller under applicable law. Amounts not paid by Buyer when due will bear interest at a rate equal to the lesser of 1% per month or the maximum rate allowed by law.

5. WARRANTIES; DAMAGES: Seller warrants only that it has good title to the Goods. Seller does not represent that any of the Goods comply with any EPA, OSHA or other governmental safety or environmental standards or regulations and Buyer represents to Seller that Buyer will be solely responsible for ensuring that the Goods comply with any such safety or environmental standards or regulations. Buyer shall defend and hold Seller harmless from any claim, liability or loss of any kind, including attorney’s fees (including any that may be incurred by Seller in a suit between the parties), resulting in whole or in part, from (i) any breach of any representation made by Buyer, or (i) any claim of death or injury to persons or property arising out of any use or ownership of the Goods after delivery to Buyer. OTHER THAN STATED, SELLER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUESTIAL OR INCIDENTAL DAMAGES, LOST PROFITS OR LOST SAVINGS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

6. INSPECTION: Buyer has been given the opportunity to inspect all Goods prior to shipment from Seller. In the event Buyer rejects or declines the opportunity to inspect the Goods then Buyer accepts all responsibility for any and all imperfections and/or faults in the purchased Goods. Buyer agrees to inspect all Goods at the time of delivery. Buyer’s final payment shall constitute its final acceptance of such Goods and Buyer hereby waives all rights to revoke such acceptance.

7. GOVERNING LAW, ETC.: This invoice is to be interpreted and enforced in accordance with the substantive laws of the State of Illinois without regard to its rules regarding the conflict of laws and any action, suit or proceeding relating to or arising out of or under this Invoice or any of the transactions or relationships contemplated hereby may only be instituted and maintained in the federal or state courts located in the Counties of Lake or DuPage, State of Illinois. Each of the parties irrevocably consents to the jurisdiction of such courts in connection with any such action, suit or proceeding.

8. Aftermarket Replacement Parts & Accessories for “Poreba” Branded Machines Only: Replacement parts and accessories for “Poreba” machines are provided under the following terms: All parts or accessories are sold as-is and all sales are final. Buyer may not cancel a Parts Order – Verbal or in Writing once it has been acknowledged verbally or in writing by seller. Parts that are mechanically defective as determined by the factory may be exchanged for identical products. No returns or exchanges on electrical components. Purchaser is responsible for all shipping, duty and taxes.

9. New “Poreba” Branded Machines Only:

All new Poreba machines shall be covered by a 1 Year warranty from the Manufacturer as specified by the Warranty Certificate from the date of delivery. All New “Poreba” machines sales are final. Buyer may not cancel an Order – Verbal or in Writing once it has been acknowledged verbally or in writing by seller. Buyer Acknowledges acceptance of the Terms and Conditions by the remittance of its Deposit.

Seller warrants only that it has good title to the Goods. Seller does not represent that any of the Goods comply with any EPA, OSHA or other governmental safety or environmental standards or regulations and Buyer represents to Seller that Buyer will be solely responsible for ensuring that the Goods comply with any such safety or environmental standards or regulations. Buyer shall defend and hold Seller harmless from any claim, liability or loss of any kind, including attorney’s fees (including any that may be incurred by Seller in a suit between the parties), resulting in whole or in part, from (i) any breach of any representation made by Buyer, or (i) any claim of death or injury to persons or property arising out of any use or ownership of the Goods after delivery to Buyer. OTHER THAN STATED, SELLER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUESTIAL OR INCIDENTAL DAMAGES, LOST PROFITS OR LOST SAVINGS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

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