MK STYSTEMS

Leaders in Air Handling Equipment and Engineering

TERMS & CONDITIONS

All sales are subject to MK Systems standard terms and conditions, unless authorized in writing by MK Systems, Inc.

1. Acceptance: All orders placed by buyer are subject to acceptance by seller in Illinois and to all of seller’s standard terms and conditions as listed herein. Conditions stated by buyer in its purchase order form or otherwise shall not be binding on seller if in conflict with, or in addition, to any of the provisions of these Terms and Conditions, unless expressly agreed to in writing by seller.

2. Prices: Unless otherwise previously agreed upon in writing, the prices at which we invoice will be those in effect at the time of shipment. Prices are based upon continuous production in uninterrupted runs of the quantity or quantities specified, and the price for smaller runs shall be subject to a reasonable increase in price.

3. Taxes: Prices do not include Federal, State, or Local taxes, now or hereafter enacted, applicable to the goods sold, which tax or taxes will be added by seller to the sales price where seller has legal obligation to collect same, and will be paid by buyer unless buyer provides seller with the proper tax exemption certificate.

4. Terms and Method of Payment: Where seller has extended credit to buyer, terms of payment shall be net thirty (30) days from date of invoice except for orders over $50,000.00, then negotiated terms may apply. The amount of credit may be changed, or credit withdrawn by seller, at any time. On any order on which credit is not extended by seller, shipment or delivery shall be made at seller’s election. Cash with Order (in whole or part), C.O.D., Or Sight Draft attached to Bill of Lading or other shipping documents, with all costs of collection for the account of buyer. Pro rata payments are due from buyer as shipment is made. If shipment is delayed by buyer, payment is due when seller is prepared to make such shipments. Buyer is responsible for any fees or costs incurred by seller if an account is turned over to third parties for collections, including attorney costs and interest.

5. Delivery: The goods shall be delivered when ordered by buyer on reasonable notice to seller, f.o.b. seller’s plant, and title thereto and liability for loss and damage in transit or thereafter shall pass to buyer upon seller’s delivery of goods by a common carrier for shipment to buyer. Claims for damages in transit must be asserted against the carrier. Damage must be noted on delivery ticket.

6. Liability: In no event shall seller be liable for increased manufacturing costs, loss of profits or good will or any special, indirect, incidental or consequential damages.

7. Contingencies: Seller shall not be responsible for any failure to perform due to causes beyond its control.

8. Limitation of warranties and claims: All products manufactured by MK Systems, Inc. will be free from defects in material or workmanship for eighteen (18) months after date of shipment from our plant or twelve (12) months after startup, whichever occurs first. This warranty is subject to the buyer installing and maintaining the product in accordance with MK Systems, Inc.’s instructions and recommendations, and that the product is used under operating conditions considered reasonable and normal by generally accepted industry standards. This warranty is limited to the repair and/or replacing of any defective product which has been returned to MK Systems, Inc. or a designated repair facility. Components not manufactured by MK Systems, Inc. but installed by us (i.e. motors) shall carry the original manufacturer warranty. This warranty does not cover any field or customer labor charges unless such charges are authorized in advance by an authorized representative of MK Systems, Inc. In all cases, the limit of MK Systems, Inc. obligations shall be the purchase price of the equipment as to which a claim is made. This warranty is expressly in lieu of all other warranties, express or implied, whether statutory or otherwise, including any implied warranty of merchantability or fitness for a particular purpose. In no event shall seller be liable to buyer for indirect, incidental, collateral, or consequential damages of any kind. Buyer’s failure to pay the full amount due within sixty (60) days of date of invoice shall operate to release seller from any and all liability or obligations arising pursuant to any warranty, express or implied, whether statutory or otherwise, including any implied warranty or merchantability or fitness for a particular purpose, made in connection with any contract formed hereunder. Buyer agrees that such failure to pay shall constitute a voluntary waiver of any and all such warranties arising pursuant to such contract. Items sold by MK Systems, Inc. acting as a representative, are covered by the manufacturer’s warranty, not MK Systems, Inc’s.

9. Patents: When seller has manufactured any articles in accordance with specifications or drawings furnished by buyer, buyer at its own expense will defend any suit against seller for infringement of patents and will satisfy any final award of damages for such infringement, provided seller gives buyer notice in writing of any such suit for infringement, opportunity to conduct the defense thereof and assistance and cooperation in said defense. As to other articles furnished by seller, seller at its own expense, will defend any suit against buyer for infringement of patents by and such product purchased from seller when used or sold for its normal purpose and in such suit will satisfy any final award of damages for such infringement, but seller assumes no liability consequential or otherwise, for infringement of patent claims covering any other product, or any completed equipment, or any assembly, combination, method or process, in which, or in the manufacture or testing of which, any such product may be used (notwithstanding that such product may have been designed only for use in, or may be useful in, such other patented product or use). This guarantee by seller is upon the condition that buyer shall give seller a prompt notice in writing of such suit for infringement, full opportunity to conduct the defense thereof and full assistance and cooperation in said defense. NO cost or expense shall be incurred for the account of seller without its written consent. When buyer orders articles buyer is licensed to have made for buyer, seller is hereby authorized to manufacture said articles under buyers license and buyer will be responsible for such royalties as may be due for such notification to its licensor as buyer is obliged to make.

10. Changes: Buyer's order, after acceptance by seller, shall not be subject to cancellation, change or reduction in amount nor to any suspension by buyer of deliveries without seller’s prior written notice.

11. Non waiver of default: Each shipment made under any order shall be treated as a separate transaction, but in the event of any default by buyer, seller may decline to make further shipments without in any way affecting its rights under such order. If, despite any default by buyer, seller elects to continue to make shipments, its actions shall not constitute a waiver of any default by buyer or in any way affect seller’s legal remedy fur such default.

12. Termination: Seller may cancel this order if in seller’s judgement buyer’s financial condition does not justify the terms of payment specified, in which case, seller may cancel any unfilled orders unless buyer shall, upon written notice, immediately pay for all goods delivered or shall pay in advance for all goods ordered but not delivered, or both, at seller’s option. No termination by buyer for default shall be effective unless seller shall have failed to correct such alleged defect with fifteen (15) days after receipt by seller of a written notice specifying such default.

13. Law: The validity, performance and construction of these terms and conditions on any sale made hereunder shall be governed by the laws of the State of Illinois, and the parties shall submit to the jurisdiction of the State of Illinois.

14. Assigns: Any contract made hereunder shall be binding and shall inure to the benefit to the successors and assigns of the entire business and good will of either seller or buyer or of that part of the business of either used in the performance of such contract, but shall not be otherwise assignable.

15. Modification of standard terms and conditions; No addition to modification of any of the provisions upon the face or reverse of this form shall be binding upon seller, unless made in writing and signed by a duly authorized employee of seller.

16. Arbitration: Buyer agrees that all claims, demands, disputes, controversies and differences arising under any contract made hereunder shall be settled exclusively by arbitration in accordance with the rules then prevailing of the American Arbitration Association. Judgement on the award thus rendered shall be binding on the buyer and may be entered in any court having jurisdiction thereof. Unless the parties agree otherwise in writing, such arbitration will be conducted in Cook County, Illinois.

17. Integration: Any contract formed hereunder shall constitute the complete and final agreement between the parties. No promises, terms, conditions, or obligations, other than those contained in any contract formed hereunder, shall be binding upon seller, and such contract shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto or their respective agents.

18. Time for bringing action: Any actions for breach of this contract must be commenced within two (2) years after the cause of action has accrued.