ACCEPTANCE: All orders are subject to the approval and acceptance, in writing, by an authorized representative of the Seller.

CANCELLATION: No orders in process of production or shipment are subject to cancellation, deferment of delivery, or change of specifications without the approval, in writing, of an authorized representative of the Seller.

FREIGHT: All orders are F.O.B. shipping point except where it is specifically stated that they are freight allowed. When freight is allowed, the prices are F.O.B. point of shipment with freight pre-paid (allowed) to the customer site, in the United States. The point of origin of shipment, the method of transportation, and the routing of shipments are the option of the Seller.

RETURN GOODS: Buyer shall not return goods to Seller without first obtaining, in writing, an R.G.A. authorization form and shipping instructions. Goods returned for credit must be in like new condition and will be subject to a minimum restocking charge of 25% F.O.B. Kerco's shipping location. Only standard stocking items with an Kerco part number are eligible for return. Nonstandard items will not be accepted for return.

PERFORMANCE: All promises as to date of shipments are made in good faith, and the Seller will use its best efforts to keep such promises by taking every reasonable precaution in the placing of its orders and obligating the manufacturers in every way possible to insure their carrying out their agreements, but since all manufacturers in accepting orders specifically deny any liability for consequential damages this proposal is made with the distinct understanding that we are not to be held liable for damages of any kind whatsoever, resulting from delay due to defective materials or delays in shipment. In some particular cases where the measure of damages is covered by special written agreement, and in such cases delays due to strikes, fires, delays in transportation and other causes beyond our reasonable control must be understood as entitling us to corresponding extensions in time.

LIMITED WARRANTY: Products manufactured by us are warranted only to the extent that we will furnish replacement parts, free of charge, F.O.B. our plant, or, at our option, will refund the purchase price of any product which, when installed and used as recommended by us and in accordance with the best installation and operating practices and techniques, is proven to be defective in material or workmanship within (1) year from the date of shipment thereof, provided we are given immediate written notice of the defect and an opportunity to inspect the product, at the place of installation. Products sold by us which are manufactured by others are warranted only to the extent of, and are limited to, the warranty of the manufacturer.

THE WARRANTIES SET FORTH ABOVE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE SHALL NOT BE LIABLE TO THE BUYER OR ANY OTHER PARTY FOR NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER DELAY, ACT, ERROR, OR OMISSION ON OUR PART, FOR LOSSES OF ANY KIND. WE SHALL NOT BE LIABLE TO THE BUYER OR ANY OTHER PARTY FOR DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.

THE ABOVE STATED LIMITATIONS MAY BE WAIVED OR MODIFIED ONLY BY A WRITTEN DOCUMENT SIGNED BY AN EXECUTIVE OFFICER OF OUR CORPORATION, AND NO OTHER REPRESENTATIVES SHALL BE BINDING ON US.

TERMS OF PAYMENT: All credit is subject to the approval by the Sellers credit department. Unless otherwise noted the terms of sale are net 30 days from date of Invoice. A service charge in amount of one-and-half percent (1 ½%) per month (18% per year) or the greatest amount permitted by law, whichever is less, will be added to accounts 30 days past due. The Seller reserves the right to require full or partial payment in advance of shipment where the financial condition of the buyer does not justify continuance of shipment on the terms of payment specified. Orders from buyers with approved credit ratings may be shipped C.O.D. after buyer's approval.

PRICES: Unless otherwise noted prices are subject to change without notice.

TAXES: Prices do not include any present or future federal, state, or local sales taxes unless specifically stated. It is the responsibility of the buyer to bear all such taxes. Taxes where applicable may be added to the price shown hereon and shall be paid by the buyer unless the buyer furnishes a tax exemption certificate in a form agreeable to the respective authority.

WAIVER MODIFICATION; ETC.: Waiver by Seller of any breach of this contract shall not be construed as a waiver of any other breach. These terms and conditions of sale represent the complete agreement between Buyer and Kerco, Inc.. No terms or conditions in any way adding to or modifying by the provisions stated herein shall bind Kerco, Inc.. unless written, signed and approved by an officer or other authorized representative of Kerco, Inc..