HOERBIGER-ORIGA CORPORATION STANDARD TERMS AND CONDITIONS

THE FOLLOWING TERMS AND CONDITIONS GOVERN ALL SALES OF HOERBIGER-ORIGA CORPORATION PRODUCTS AND SERVICES

1. ORDER ACCEPTANCE, PRICES: Acceptance of order, whether oral or written, is based on the express condition that Buyer agrees to all of the terms and conditions expressed herein. All quoted prices are valid for 30 days from the date thereof unless otherwise specified. Thereafter, all prices are subject to change without notice. Verbal quotations must be acknowledged by HOERBIGER-ORIGA in writing to be valid.


2. TAXES: Quoted prices do not include local, state or federal taxes or any other such assessment related to the sale. All taxes are the sole responsibility of the Buyer.


3. TERMS OF PAYMENT: Standard Terms of Payment is Net-30 days from Invoice Date; unless otherwise agreed to in writing by HOERBIGER-ORIGA. If in Seller's opinion the Buyer is unable to meet the terms specified, Seller may require full payment in advance prior to shipment. In the event Buyer does not make payments when due, interest shall be payable on all unpaid amounts from due date until paid, at the rate of 1-1/2% per month (18% per annum); or at the maximum rate permitted by law.


4. DELIVERY: Seller will use its best efforts to adhere to the stated delivery terms. However, Seller shall not be liable for any loss or damage caused by delays which are reasonable or beyond Seller's reasonable control. Buyer shall not be entitled to any damage for Seller's failure to deliver timely. All sales are made F.O.B. point of shipment, transportation at Buyer's expense, with risk of loss passing to Buyer upon Seller placing the goods into possession of a common carrier at the place of shipment.


5. CLAIMS AND RETURNS: Any claims for errors, shortages, defective goods or allowances must be made in writing to HOERBIGER-ORIGA within ten (10) days after receipt of the goods. No products shall be returned to HOERBIGER-ORIGA without HOERBIGER-ORIGA return authorization. All returns must be properly packed, fully insured by Buyer, with transportation charges prepaid by Buyer. All returns are subject to inspection at our facility. A restocking charge may be made on merchandise accepted for return, except for defective material in accordance with our standard warranty or incorrect shipments.


6. WARRANTY: HOERBIGER-ORIGA warrants that its products are free from defects in material and/or workmanship for a period of one year from the original date of shipment, unless otherwise agreed to in writing by HOERBIGER-ORIGA. HOERBIGER-ORIGA's obligation under this limited warranty is limited to repair and replacement at HOERBIGER-ORIGA's facility of any part or parts thereof which shall be returned to our facility and which our examination shall disclose to our satisfaction to have been defective. This limited warranty shall not apply to any products or parts which have been repaired or altered outside of our facility so as, in our judgment, to affect serviceability or to products or parts which have been subjected to accident, negligence, damage in transit, misuse, mishandling, or which shall have been used or installed contrary to instructions.
   
   THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE FACE HEREOF, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HOERBIGER-ORIGA SHALL NOT BE LIABLE TO ANY PERSON FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, OR ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE MANUFACTURE, SALE OR USE OF THE PRODUCTS, AND IN NO EVENT SHALL HOERBIGER-ORIGA'S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCTS.


7. CHANGES IN DESIGN: In due course of our manufacturing procedure, HOERBIGER-ORIGA reserves the right to change or modify the design and construction of any of our products without incurring any obligation to notify any customer or furnish or install such changes or modifications on products previously or subsequently sold.


8. ATTORNEY FEES: Buyer shall be liable to HOERBIGER-ORIGA for any costs, expenses and legal fees incurred by HOERBIGER-ORIGA in enforcing any of its rights thereunder.


9. GENERAL: All sales are expressly conditioned on the terms and conditions set forth herein. Acceptance of or payment for any of the goods constitutes Buyer's agreement to these terms and conditions. This document contains the entire agreement of the parties, and no change or waiver of any such terms shall be effective unless expressed in writing and signed by Seller. Waiver by Seller of a breach of any of the terms and conditions of this Contract shall not be construed as a waiver of any other breach or any prior or subsequent breach.

The rights and obligations of all parties under these terms and conditions shall be governed by the laws of the State of Illinois.

THE FOLLOWING TERMS AND CONDITIONS GOVERN PURCHASE ORDERS ISSUED BY HOERBIGER-ORIGA CORPORATION

1. GENERAL: The purchase order is not an acceptance of any offer to sell, but is an offer to buy the goods described on the face thereof by HOERBIGER-ORIGA (Buyer) which may be accepted within ten (10) days. Upon acceptance, this order shall constitute the entire agreement between Buyer and Seller.


2. DELIVERY: Seller shall deliver the goods within the time and the prices specified. Failure by Seller to comply with this requirement will entitle Buyer to cancel this order and be relieved of any liability for any undelivered portion.


3. SHIPPING: Goods shall be suitably packed and marked, and shipped in accordance with the instructions specified herein; and if not, Buyer reserves to refuse the goods.


4. WARRANTY: In addition to its standard warranty, Seller warrants that any goods be free of any liens and encumbrances, and be free from any defects in design, material or workmanship and of good and of merchantable quality.


5. CANCELLATION: Buyer reserves the right to cancel the purchase order and in such event, Buyer's liability shall be limited to Seller's actual cost for work and materials, applicable solely to this order, which shall have been expended before cancellation.


6. CONFIDENTIAL INFORMATION: All information supplied by HOERBIGER-ORIGA to Seller is considered confidential and the property of HOERBIGER-ORIGA. Approval from HOERBIGER-ORIGA is required before any use or disclosure.


7. INDEMNITY: Seller warrants that the sale or use of goods furnished hereunder will not infringe on any patent, copyright or trademark, and Seller shall indemnify Buyer, its successors and assigns and its customers whether direct or indirect, against any and all loses, damages, and expense which they may sustain or incur as a result of this warranty or as a result of negligence, breach of warranty, or strict liability in connection with the goods furnished hereunder, except such as may be caused by the negligence of the Buyer.