These terms and conditions apply to the sale of goods by Headco Industries company and its subsidiaries, referred to below as the “Company.” The Company and subsidiaries are doing business as Bearing Headquarters, Bronze Headquarters, Gear Headquarters, Gears and Sprockets, Headco Machine Works, Highland Hydraulics, and Industrial Parts and Repair.

1) General: Buyer shall not assign any order or rights to another party without the prior written consent of the Company. These Terms and Conditions shall be governed by the laws of the State of Illinois. Upon acceptance by Company of a purchase offer, request, or order, these Terms and Conditions shall apply as a part of the sale contract, and any differ-ing terms and conditions tendered by buyer shall not apply, but buyer shall be deemed to have agreed that buyer’s differing terms and conditions shall not apply unless buyer timely withdraws the purchase offer, request, or order.

2) Pricing: Unless otherwise agreed to before the goods are ordered, the price at time of ship¬ment shall prevail. All material and services may be assessed a special charge for pack-ing, packaging, kitting, marking, handling, documentation of origin, documentation for tracing, documentation as required by the product supplier or government, and freight and additional costs in consummating the order. Surcharges from the Company’s product or material sources may be included in the buyer’s cost. A delivery fee or gas surcharge may apply to any and all orders or deliveries.

3) Payment Terms: The Company’s standard payment terms are Net Cash 30 Days from the date of the invoice, plus interest at a reasonable rate thereafter. All adjustments, pay¬ments, and debits must be spelled out in detail with buyer’s remittance to ensure proper posting to buyer’s account.

4) Delivery: Unless agreed to in advance, all goods will be FOB Shipping Point. The selection of the method of delivery rests with the Company unless specified by the buyer. All delivery dates given for deliveries of product and/or services are estimates, and are not final. The risk of loss passes to the buyer when material is delivered to the carrier in good condition. Because buyer assumes the risk of loss in transit, buyer should file with the carrier if material is received in damaged condition.

5) Notice of Claim of Nonconformity: Buyer shall, within ten business days after receipt of the goods, give written notice to the Company of any claim that the goods do not conform with the terms of the contract. A failure to give such notice waives any right the buyer may have to contend that the goods do not conform to the contract, or that buyer may revoke accep¬tance of the goods.

6) Delays: Company will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of goods, or for any damages suffered by the buyer by reason of such delay, when such delay is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, governmental interference or embargoes, strikes, or labor difficulties; shortage of labor, fuel, power, materials, or supplies; transportation delays; or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond its control.

7) Shortages and Over-shipments: All shortages and over-shipments must be identified and reported in writing to the Company within two business days after the buyer receives the material. All OEM purchases are subject to an under- or over-shipment of ten (10) percent. OEM shipments will be considered complete with any under- or over-shipment of less than ten (10) percent.

8) Cancellations or Reschedules: All cancellations and reschedules are to be made in writing and subject to approval by the Company. The Company reserves the right to refuse cancel-lations and reschedules if there is a financial burden on the Company or it causes extra expense to the Company.

9) Limited Warranty and Liability: All products purchased from Company are warranted against defects in workmanship and material for one year from the date of shipment. The Company will replace or, at its option, repair, without charge, any products purchased which are proven to be defective due to workmanship or materials within one year subse-quent to shipment, provided it is furnished with timely written notice of the alleged defect. This warranty will not be extended or enlarged by any warranty of a manufacturer. No products purchased from the Company carry any other warranty, either express or implied, unless in writing and signed by an officer of the Company on or before the time of ship-ment. The Company will not be responsible for consequential or special damages of any nature, whether based on tort or contract, caused by alleged defects. The Company shall not be responsible for any injury, loss, or damage, direct or consequen¬tial, from the use of a product or service the Company sold to the buyer and that the buyer used on its own equipment or sold as part of its product. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUD¬ING THE WARRANTIES OF MERCHANTABILITY AND FITNESS.

10) Title: Title to the product or service shall pass to the buyer once the product leaves the shipping point, free and clear of any liens, claims, or assessments.

11) Credit Balances: All credit balances of the buyer with the Company over one year old may be canceled by the Company. Unless the Company, at its sole discretion, reinstates the credit, the buyer will have no recourse against the Company for credits after the one-year period.

12) Returned Goods: For all material that a buyer seeks to return to the Company, buyer must first obtain written “Return Authorization” from the Company. All material returned must have the authorized Returned Goods Number on the outside of the shipping container. Material must be returned in like-new condition, with no damage to the material or pack-aging or marking on the packaging or material. Material over one year old will not be eligi-ble or accepted for return. All returned material is subject to a fifteen-percent (15%) re-stock charge or higher if required by the manufacturer.

13) Penalties, Delay, and Damages: No penalty clause or understanding of any kind will be part of the buyer’s agreement unless the Company approves in writing in advance of the order. The Company expressly states that it will not accept nor be responsible for any damage, both monetarily or physical, for a delay in shipping the material or defective mate-rial or defective workmanship.

14) Force Majeure: The standard terms and conditions as related to Force Majeure will apply to all products and services sold.

15) Disputes Resolutions: Any transaction dispute or claim relative to the products or services sold will first be submitted to an impartial mediator selected by the Company. If the matter is not resolved with the assistance of the mediator within fifteen business days after it is submitted to a mediator, either party may withdraw from mediation and pursue any other available remedy. The mediator’s expense shall be shared equally by the parties, and each party shall be responsible for any other costs or charges incurred by the party, such as attor-neys’ fees, in connection with the dispute.

16) Confidentiality: Any agreed-to terms and conditions that are exceptions to these listed Terms and Conditions are to be held as Confidential by all parties. This includes pricing, payment terms, arrangements, concepts, and specially manufactured items.