Hitachi

Hitachi Maxco, Ltd. TERMS AND CONDITIONS OF SALE 1. Price and Payment Terms: (a) All prices set forth herein are FOB Seller's Shipping point and are payable net thirty (30) days after invoice date. A one percent (1%) cash discount from net invoice price (exclusive of all other charges) will apply to payments received within ten (10) days of invoice date. Shipments will be invoiced as of date of shipment. Accounts not paid within thirty (30) days of invoice date will bear interest from the invoice date at the rate of one and one-half percent (1 -1/2%) per month or the maximum rate allowed by law, whichever is less. In the event of failure of timely payment by Buyer, shall pay to Seller all costs of collection, including fifteen percent (15%) of the amount due hereunder as attorney's fees if collected by or through an attorney-at-law. (b) Prices on the goods are exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer. (c) In addition to the purchase price for the goods Buyer shall pay and be liable for all expenses incurred by Seller for insurance, freight, cartage, warehousing, and all other charges in connection with loading and shipping the goods to the Buyer. Seller will exercise reasonable efforts to route shipments to incur the lowest available transportation charges; any premium rate shipping shall be at the request and cost of Buyer. (d) The minimum net invoice charge on any order shall be $100.00. (e) Payment for the goods shall, if Seller so requires, be made in full prior to delivery and Seller shall be entitled to withhold delivery until such payment has been made and any check or other negotiable instrument given in payment has cleared. Seller shall have the additional right at any time to limit or cancel any credit extended or to be extended hereunder. Upon failure by Buyer to make payment to Seller within thirty (30) days after notice from Seller limiting or cancelling any credit extended or requiring Buyer to make payment before delivery, Seller shall have the option to cancel this and other contracts between Seller and Buyer. (f) Prices are subject to change without notice. The price for an order will be the price in effect at the time of shipment. 2. Title to and Reservation of Security Interest in the Goods: Until Buyer has completed payment for the goods, title and ownership to said goods shall remain with Seller and its assigns. In the event it is determined that, contrary to the foregoing, title has transferred prior to full payment, Seller hereby reserves and Buyer hereby grants to Seller a purchase money security interest in the goods. 3. Limitation Of Warranty, Remedy and Liability: (a) Seller warrants the goods to be free from defects in workmanship and/or materials for a period of ninety (90) days from the dale of shipment to Buyer. Seller or its authorized distributor must receive written notice of any warranty claim within two weeks of the date that the defect should have been discovered. To claim under this warranty, goods must be returned to Seller, freight prepaid by Buyer, for determination by Seller that such goods are detective because of poor workmanship or defective materials. Seller shall replace or repair, at its sole option and expense, any defective goods or parts thereof, and return such repaired/replacement material to Buyer, freight prepaid by Seller. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO BUYER. If Seller determines in its sole discretion that the defect is attributable to any cause other than poor workmanship or defective materials (including, but not limited to, misuse or abusive operation, faulty installation, unauthorized repair), then Seller shall have no obligation whatsoever with respect to repair or replacement of the defective goods, Seller shall return the goods to Buyer, freight to be paid by Buyer, and the warranty described herein shall be void. (b) All specifications, performance figures, drawings, and particulars of weights and dimensions made available by Seller and not included in this warranty are approximate only and the descriptions and illustrations contained in Seller's catalogs, price lists, or sales material are intended only to present a general idea of their subject matter, and none of the items referred to above shall form part of this warranty. Recommendations for the use of the goods are suggestions only and not directions and Seller makes no express or implied warranties with respect thereto. (c) EXCEPT AS N0TED IN PARAGRAPH (a), THERE IS NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY BY SELLER, EITHER EXPRESS OR IMPLIED. (d) BUYER AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, OR, INCIDENTAL OR CONSEQUENTIAL LOSS) IN CONNECTION WITH THE USE, PURCHASE, NON-USE OR OPERATION OF THE GOODS SHALL BE AVAILABLE TO IT UNDER ANY CIRCUMSTANCES, WHETHER BASED UPON NEGLIGENCE OR OTHERWISE AND IRRESPECTIVE OF WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF SELLER TO BUYER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO THE AMOUNT THEN PREVIOUSLY PAID TO SELLER BY BUYER. 4. Return of Goods/Cancellation: Once placed, orders may not be cancelled without the sellers consent. The seller may, at its sole discretion, accept returns of standard materials for credit. In this case the buyer shall obtain a RETURNED GOODS AUTHORIZATION (RGA) from the seller. No returns, of any kind, will be accepted by the seller, without a valid RGA. A copy of the RGA for shall be enclosed by the buyer with the shipment of authorized returned products to the seller. Goods returned for credit must be returned FREIGHT PREPAID to the sellers location. Such goods must also be in a resalable condition and are subject to a 20% restocking fee. Goods returned for warranty claim also require a valid RGA and must follow the shipping procedure detailed above. For additional information on how to file a warranty claim see "Limitation of Warranty, Remedy, and Liability" in our "Terms and Conditions of Sale". 5. Delay or Nonperformance: Seller shall not be liable for delay in shipment for any cause beyond its reasonable control, nor shall such delay entitle Buyer to cancel any order or refuse to accept delivery. Seller shall not be liable for failure or delay in shipment or other performance hereunder if such failure Is due in whole or in part to strikes, fires, accidents, wars; rebellions, civil commotion or public strike, acts of any government, whether legal or otherwise, acts of public enemies, force majeure, inability to secure or obtain or delay in securing or obtain transportation. machinery, materials, or sufficient qualified labor, or any other causes beyond Seller's reasonable control. Claims for shortage, damage or nondelivery shall be made directly to carrier, and request for proof of delivery must be made within ninety (90) days of invoice date. 6. Risk of Loss: Unless otherwise specifically agreed in writing, risk of loss of the goods shall pass from Seller to Buyer when the goods or any portion thereof, property packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport, are placed in the possession of the carrier, FOB Seller's shipping point for shipment to Buyer. The Seller may choose any reasonable carrier for delivery. Tender of delivery shall be deemed made at Sellers shipping point even when freight is prepaid to point of destination or Seller is required to deliver the goods to a particular destination. 7. Modifications: This document constitutes the entire agreement of the parties with respect to the terms and conditions of sale of the goods. No modification of this document shall be binding upon Seller unless in writing and signed by the party to be bound. Any terms and provisions contained in any document of Buyer which are inconsistent with the terms and provisions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the goods. No agent, employee, or representative of Seller other than its Officers has any authority to bind Seller to any affirmation, representation or warranty concerning the goods sold under this document and unless an affirmation, representation or warranty made by an Officer of Seller is specifically included in this document, it has not formed a part of the basis of this bargain and shall not in any way be enforceable. 8. Waiver: A waiver by Seller of a breach by Buyer of any provision of this document shall not be deemed a waiver of future compliance with the provision of the document breached. 9. Controlling Law: The validity and interpretation of this document shall be governed by the laws of the State of Georgia. 10. Jurisdiction: Buyer, to the extent it may lawfully do so, hereby submits to the jurisdiction of any state or federal court located In Cobb County, Georgia as well as to the jurisdiction of all courts from which an appeal may be taken from the aforesaid courts for the purpose of any suit, action or other proceeding arising out of any of the Buyer's obligations under or with respect to this document, and the Buyer expressly waives any and all objections that Buyer may have as to jurisdiction and/or venue in any of such courts. 11. Special Order Goods: On special order goods, Buyer will indemnity and hold Seller harmless from all costs and damages arising out of any intellectual property infringement claim relating to any goods manufactured by Seller pursuant to the designs or specifications furnished by Buyer as well as any claims arising out of or connected with an end product into which goods sold by Seller are incorporated, including but not limited to any claims relating to product liability, breach of warranty, breach of contract or otherwise. 123

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