Terms and Conditions

THIS DOCUMENT IS SUBJECT TO THE TERMS AND CONDITIONS NOTED BELOW

ACCEPTANCE-ADDITIONAL AND DIFFERENT TERMS. Seller’s acceptance of Purchaser’s order is expressly conditioned on Purchaser’s assent to the terms and conditions set forth herein and to the terms and conditions, contained herein, if any, which are additional to or different from those contained in Purchaser’s order form. This form shall constitute the complete agreement between the parties with respect to the subject matter herein. Purchaser shall be deemed to have assented to the terms and conditions contained herein unless it notifies Seller of its objections in writing within 10 days of Purchaser’s receipt of this acknowledgement, whether or not, as an accommodation to Purchaser, Seller has previously shipped the goods. The terms and conditions contained herein may not be varied except by a written agreement signed by Seller. This document is not binding on the parties hereto to the extent it is inconsistent with any prior written agreement between the parties.

CANCELLATION/TERMINATION. Purchaser may terminate this agreement only upon submitting to Seller a written request for termination, which request must be consented to by Seller. Any such cancellation request shall be subject to Seller’s cancellation charges and a reimbursement by Purchaser to Seller of any costs incurred by Seller pursuant to the performance of this agreement.

SELLER’S LIABILITY. Whether or not the Purchaser is a merchant, in the event of Seller’s liability under this agreement, Seller’s liability shall be limited to the repair or replacement (F.O.B. Seller’s place of business) of non-conforming goods or the repayment of that portion of the purchase price attributable to the nonconforming goods. Seller shall have no liability, whether in contract or tort (including but not limited to negligence and strict liability) for any injury, loss, damage, direct or consequential (as defined in UCC 2-715) or otherwise arising out of sale of goods hereunder or arising out of the use of the goods. Before Purchaser sells or uses the goods, Purchaser shall determine the suitability of the goods for their intended use. In the event of resale or distribution by Purchaser, Purchaser agrees to issue or cause to be issued to all subsequent purchasers (a) the following written warning: “WARNING”: Use of these products contrary to specifications and directions may result in personal injury or property damage; and

(b) any other or additional warnings or instructions that may be affixed to, attached to or included with the product or packaging by Seller. The foregoing warnings or instructions, or both, shall be prominently and conspicuously affixed to, attached to or included with the product or its packaging upon resale or distribution by Purchaser or any subsequent purchasers. Purchaser assumes all risk and liability in connection with the use of the goods. Purchaser releases Seller from any and all liability for negligence with respect to any activity engaged in by Seller with respect to the goods sold hereunder and from all liability imposed on Seller under Section 402A of the Restatement of Torts or any similar theory. Purchaser acknowledges that it has determined that the goods purchased hereunder will suitably meet the requirements for their intended use.

WARRANTIES: SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES NOT EXPRESSLY PROVIDED HEREUNDER.

CLAIMS/NOTICE OF DEFECTS. In the event any of the goods shipped hereunder are defective, Seller shall be allowed to inspect such goods or upon request shall be furnished a sample of such goods. Seller is only liable to repair, replace, credit or repay the Purchaser (at Seller’s option) for any such defective goods. Seller is not liable for any transportation charges, installation charges, losses or damages of any kind or other expenses resulting from any delay, breach of warranty or any other cause whatsoever. All claims of Purchaser for defective goods must be made in writing within 30 days of Purchaser’s receipt of goods. Failure of Purchaser to object within 30 days shall constitute acceptance by Purchaser of such goods. If Purchaser and Seller cannot agree on any claim, Purchaser must institute an action against Seller within 1 year after the claim arises. All claims filed after such one-year period shall be barred, notwithstanding any statutory period of limitations to the contrary.

DELAYS. Seller shall not be liable for its failure to perform due to strikes, labor difficulties, judicial action, fire, flood, war, sabotage, riot, breakdowns or failure of plant or equipment, delays in or lack of transportation, government allocations, delays of supplies or unavailability of material or any other cause beyond Seller’s reasonable control. If Seller, in its discretion, determines that its performance would result in Seller’s incurring a loss because of causes beyond Seller’s control, Seller may terminate this agreement, without penalty or obligation to the Purchaser.

REFERENCES. Any references herein to additional documents or other information are for identification only and are not to be construed as part of this contract unless Seller specifically so agrees in writing.

CREDIT. All sales are subject to the approval of Seller’s credit department. Seller may suspend performance, or require cash payment or adequate security when, in Seller’s sole judgement, Purchaser’s financial condition or other reasonable grounds for insecurity on the part of Seller warrant such action. A finance charge equal to the highest amount allowed by law shall be added to the amount due on all invoices which are not timely paid.

PRICE. All prices previously quoted by Seller are subject to change, without notice, at any time prior to Seller’s acceptance of Purchaser’s order, to prices prevailing at the time of Seller’s acceptance. If there is a delay in the completion of shipment of said order due to any change requested by Purchaser or as a result of any delay on Purchaser’s part in furnishing information required for completion of the order, the price agreed upon at the time of acceptance of the order is subject to change. There will be added to the quoted price any sales tax or duty that Seller may be required to collect or pay upon the sale of the goods. If such amount is not included in the invoice herein, it may be invoiced separately at a later time.

RISK OF LOSS. Delivery occurs and the risk of loss passes to Purchaser upon the delivery of the goods by Seller to the carrier at the point of shipment. Transportation is a Purchaser’s sole risk and expense and any claim for loss during transit shall be against the carrier only.

DELIVERY. The promised delivery date is Seller’s best estimate, subject to delays as set forth in paragraph 6. Seller’s assumes no liability for loss or damage or consequential damages due to any delays in delivery. Standard terms are FOB origin/Ex works.

COMPLIANCE WITH LAWS. Purchaser shall comply with all applicable federal, state and local laws, rules and regulations and shall hold Seller harmless from liability resulting from failure of such compliance.

This agreement shall be construed under the laws of the State of Virginia. The parties agree that any legal action relating to the sale of goods hereunder shall be brought and tried in Virginia. All objections to venue are hereby waivered by Purchaser and Purchaser consents to service of process by certified mail mailed to the same address as designated for the delivery of goods purchased hereunder. The United Nations Convention on the International Sale of Goods is not applicable to this agreement.

WAIVER. Seller’s failure to insist on Purchaser’s timely performance of any obligation hereunder shall not be construed as a waiver by Seller of performance of such obligation or of timely performance of any other obligation of Purchaser hereunder.

SAMPLES. Purchaser is responsible for any items furnished by Seller for Purchaser’s use in connection with this agreement. Purchaser shall reimburse Seller for any such items which are lost, damaged or not returned to Seller within a reasonable time after the performance or breach of this agreement.

ASSIGNMENT. Purchaser may not assign, transfer or subcontract any of its rights or obligations under this agreement without Seller’s written consent. Any purported assignment, transfer or subcontract shall be void and ineffective.

CONFIDENTIAL INFORMATION. All drawings, diagrams, specifications and other materials furnished by Seller and identified as confidential relating to the use and service of articles furnished hereunder and the information therein are proprietary to Seller. Such materials have been developed at a great expense and they contain trade secrets of Seller. Purchaser may not reproduce or distribute such materials except to Purchaser’s employees who may use the articles as part of their duties. All such materials relating to the articles supplied directly by Seller, except information as may be established to be in the public domain, shall be received in confidence and Purchaser shall exercise reasonable care to hold such information in confidence.

PATENT OR TRADEMARK INFRINGEMENT. If the goods sold hereunder are to be prepared according to Purchaser’s specifications, Purchaser shall indemnify Seller against any claims or liability for patent or trademark infringement on account of such preparation and for legal expenses incurred by Seller contesting such claims. Seller shall have the right, but not the obligation, to defend at its own expense, any action brought against Purchaser to the extent such claim is based upon a claim that the goods sold hereunder infringe any patent.

THESE COMMODITIES, TECHNOLOGY, OR SOFTWARE ARE EXPORTED FROM THE UNITED STATES IN ACCORDANCE WITH THE EXPORT ADMINISTRATION REGULATIONS. DIVERSION CONTRARY TO U.S. LAW PROHIBITED.

WE CERTIFY THAT THE INFORMATION ON THIS DOCUMENT IS TRUE AND CORRECT AND THAT THE ORIGIN OF THESE GOODS IS THE UNITED STATES.

Schrader-Bridgeport International, Inc. d/b/a Schrader Pacific Advanced Valves 205 Frazier Road * P.O. Box 668 Altavista, Virginia 24517