AGREEMENTS AND LIMITATIONS.  The agreement between Seller and Buyer (the “sales contract”) with respect to he sale of goods (the “goods”) described in this website, and subsequent order, shall consist of the terms appearing herein and throughout the site, together with any additions or revisions of such terms mutually agreed to in writing and signed by Seller and Buyer.  Buyer agrees that by submitting an order to Seller for goods, Buyer agrees to the terms and conditions set forth herein.  Seller objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer’s purchase order, or in any other communication from Buyer to Seller, unless specifically agreed to in writing and signed by Seller.  NO REFERENCE TO BUYER’S PURCHASE ORDER OR OTHER COMMUNICATION SHALL BE DEEMED TO INCORPORATE BY REFERENCE ANY TERMS APPEARING THEREIN.  The sales contract shall be for the benefit of the Buyer and Seller, and not for the benefit of any other person.  Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by Seller, to the extent they modify, add to, detract from, supplant or explain the sales contract, shall not be binding by Seller.

TERMINATION OR MODIFICATION.  The sales contract may be modified or terminated only upon Seller’s written consent except that clerical errors are subject to correction by Seller or upon Seller’s written consent.  If Seller shall declare or consent to a termination of the sales contract, in whole, or in part, Buyer, in the absence of contrary written agreement signed by Seller, shall pay 15% restocking charge for all services rendered and any additional freight and handling charges incurred with the return of the goods.  All orders for customized equipment which are cancelled and where such equipment is not reusable, shall be paid for by Buyer in full to Seller.  Prices are based on delivery dates scheduled at the time of bid or quotation.

PRICE PAYMENT AND SHIPPING.  Prices are subject to increase by Seller, based on Seller’s prices in effect at the time of shipment in all instances where specified shipment date is later than 90 days from date of order.  Unless otherwise specified in the sales contract or Seller’s applicable price list, prices are F.O.B. Sellers point of shipment and the terms of payment are NET 30 days from the date of invoice.  If the sales contract is for more than one unit of goods, the goods may be shipped in a single lot or in several lots at the discretion of the Seller.  In such event each such shipment shall be paid for separately and Buyer shall be responsible for all transportation charges.  Seller may require full or partial payment or payment guarantee in advance of shipment whenever, in its opinion, the financial condition of Buyer so warrants.  Minimum billing per order is $50.00.

RISK OF LOSS.  The risk of loss of goods or any part thereof shall pass to the Buyer upon delivery thereof by Seller to the carrier.  Buyer shall have sole responsibility for processing and collection of claims of loss against the carrier.

TAXES.  Prices do not include taxes.  Buyer shall pay Seller, in addition to the price of the goods, any applicable excise, sales, and use or other tax (however designated) imposed upon the sale, production, delivery, or use of the goods ordered to the extent required or not forbidden by law to be collected by Seller from Buyer, whether or not so collected at the time of sale, unless valid exemption certificates acceptable to the taxing authorities are furnished to Seller before the date of invoice.

DELIVERY.  Product to be delivered from stock is subject to prior sale.  Delivery dates are not guaranteed but are estimated, in part, on the basis of immediate receipt by Seller of all information be furnished by Buyer.  Seller shall, in good faith, endeavor to meet estimated delivery dates but shall not be liable to Buyer for any damages including incidental, consequential, or loss of profits as a result of failure to meet such estimated delivery dates.

DEDUCTIONS AND RETURNS.  Deductions will not be honored unless covered by a credit memorandum.  Goods shipped to the Buyer may be returned to Seller for credit only upon the Seller prior written consent (such consent to be in the sole discretion of Seller) and upon terms specified by Seller, including prevailing restocking and handling charges.  Buyer assumes all risk of loss for such returned  goods until actual receipt thereof by Seller.  Agents of Seller are not authorized to accept returned goods or to grant allowances or adjustments with respect to Buyer’s account.

INSPECTION.  Buyer shall inspect the goods immediately upon the receipt thereof.  All claims for any alleged defect in Seller’s performance under this sales contract, capable of discovery upon reasonable inspection, must be fully set forth in writing and received by Seller within thirty days of Buyer’s receipt of the  goods.  Failure to make any such claim within said thirty day period shall constitute a waiver of such claim and irrevocable acceptance of goods by Buyer.

PATENTS.  Seller shall hold Buyer harmless, to the extent herein provided, against any rightful claim of any third person by way of infringement of any United States Letters Patent by such goods as are of Seller’s manufacture, but if Buyer furnished specifications to Seller, Buyer shall hold Seller harmless against any such infringement claims which arise out of or relate to such specifications.  Seller’s agreement in this paragraph to hold Buyer harmless shall not apply to any infringement consisting of the use of goods manufactured by Seller as part of any combination with goods manufactured by Buyer, or others.  In the event that any goods manufactured by Seller are in any suit held to constitute infringement and their use in enjoined, Seller, if unable within reasonable time to secure for Buyer the right to continue using such goods, either by suspension of the injunction by securing for the Buyer a license,  or otherwise, shall at its own expense, either replace such goods with non-infringing goods or modify such goods so that they become non-infringing, or accept the return of the enjoined goods and refund the purchase price theretofore paid by Buyer less allowance for any period of actual use  thereof.  Except as in this paragraph provided, Seller makes no warranty that the goods will be delivered free of the rightful claim of any third person by way of infringement or the like and Buyer’s remedies will be limited to those provided in this paragraph.

WARRANTY.  Seller warrants that such goods will be free from defects in material and workmanship, under normal use and service, for a period set forth in any individual warranties enclosed with the goods.  If no such warranty is enclosed, Seller warrants that such warranty shall be for a period of three months from the date of shipment of the goods.  No warranties shall apply to goods that have been subject to misuse, neglect, accident, damage, improper maintenance, or to goods altered or repaired by anyone other than Seller or its authorized representative.  No agent, employee, representative, or distributor of Seller has any authority to bind the Seller to any representation, affirmation, or warranty concerning the goods and any such representation, affirmation of warranty  shall not be deemed to have become a part of the basis of the sales contract and shall be unenforceable.  THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED.  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE PURCHASE OR USE OF THE EQUIPMENT.  These warranties shall not apply unless Seller shall be given reasonable opportunity to investigate all claims for allegedly defective goods.  Upon Seller’s written instruction, a sample only of allegedly defective goods shall be returned to Seller for its inspection and approval.  The basis of all  claims for alleged defects in the goods not discoverable upon reasonable inspection thereof pursuant to paragraph 9 hereof must be fully explained in writing and received by Seller within thirty (30) days after Buyer learns of the defect or such claim shall be deemed waived.

REMEDIES AND LIMITATIONS OF LIABILITY.  In the event Seller is claimed to have breached any of its obligations under the sales contract, whether of warranty or otherwise, Seller may repair any defective goods, request the return of the goods and tender, at Seller’s option, a replacement shipment of goods or the purchase price therefore paid to Seller.  Seller shall tender a refund of the purchase price at its option only upon actual receipt of the goods by Seller.  If Seller so requests the return of the  goods, the goods will be redelivered to Seller, transportation prepaid, in accordance with Seller’s instructions.  The remedies contained in this, and the preceding paragraph constitute the sole resource against Seller for breach of any of Seller’s obligations under the sales contract, whether of warranty or otherwise.  Seller’s liability for the breach of any obligation is limited to the amount paid to Seller for the goods.  IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, NOR SHALL SELLER’S LIABILTY ON ANY CLAIM FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR CONNECTED WITH THE SALES CONTRACT OR THE MANUFACTURE, SALE, DELIVERY, OR USE OF THE GOODS EXCEED THE PURCHASE PRICE OF THE GOODS.  Seller shall not be liable for failure to perform its obligations under the sales contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer; civil or military authority; priorities; fires; war; riot; delays in transportation; lack or inability to obtain raw materials; components, labor, fuel or supplies, or circumstances beyond Seller’s reasonable control, whether similar or dissimilar to the foregoing.

CLAIMS OR CONTROVERSIES.  Any claims arising out of the Warranty and policy statement, or any other claim whatsoever related to the subject matter of the agreement, shall be litigated in courts having sites in Ohio which Buyer and Seller agree are the most convenient forums for such purposes and Seller consents to service of process and submits to such jurisdiction Seller hereby waives any right to transfer or change the venue of any litigation brought in accordance with this paragraph.

STATUTE OF LIMITATIONS.  ANY CLAIM FILED FOR ANY BREACH ON THE PART OF SELLER AS  TO THE GOODS OR SERVICES DELIVERED HEREUNDER MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OR ACTION HAS ACCRUED.

ASSIGNMENT AND DELEGATION.  No right or interest in this sales contract shall be assigned by Buyer without Seller’s prior written consent, and no delegation of any obligation, or of the performance of any obligation, by Buyer shall be made without Seller’s prior written consent.  Any attempted, assignment or delegation shall be void and totally ineffective for all purposes unless made in conformity with this paragraph.  Not withstanding the foregoing, if Buyer is an authorized distributor, agent, or representative of the goods for Seller then Seller’s obligations.  Subject to limitations of this sales contract, shall be extended to the original purchaser of the goods from Buyer.

SEVERABLIITY.  If any term, clause or provision contained in the sales contract is declared or held invalid by a court or competent jurisdiction, such declaration or holding and shall not affect the validity of any other term, clause or provision herein contained.

INSTALLATION.  Installation shall be by Buyer unless otherwise specifically stated on the sales contract.

GOVERNING LAW.  The laws of the State of Illinois or Ohio govern this Agreement.

WAIVER.  Seller’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or Purchaser’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.