1. Acceptance: Any order accepted by Midwest Conveyor Products, Inc dba Ashland Conveyor Products (Seller) for the purchase of goods shall be subject only to these Terms and Conditions. There are no understandings or agreements other than as set forth herein. No additions, deletions or modifications of these terms or any other matter set forth on the face hereof, proposed by Buyer in its printed forms or otherwise, shall bind Seller unless accepted in writing, regardless of whether such other terms would materially alter the terms hereof. In any event, any quotation made by Seller shall expire thirty (30) days after its date and may be reinstated only in writing by Seller. Stenographic and clerical errors are subject to correction. 2. Prices and Payments: Unless otherwise provided in writing, all prices are for goods with Seller's standard specifications, finish and color. Prices are F.O.B. Seller's plant and are subject to change without notice at anytime prior to Seller's acceptance of Buyer's order. Unless specifically provided, prices do not include any applicable sales, use, transfer or excise taxes or other similar taxes, tariffs or custom duties, for which Buyer will be charged. All payments should be sent to the following address: Ashland Conveyor Products P O Box 73491 Cleveland, OH 44193-0856 3. Terms: Unless otherwise expressly agreed in writing, Seller's terms are net 30, subject to credit approval. All payments shall be made in United States currency. Failure to comply with terms of payment may result in extra costs and delivery delays. All amounts which remain due past thirty (30) days will bear interest at the rate of one and one-half percent (1-1/2%) per month. Buyer shall be responsible to pay all of Seller's costs and reasonable attorney's fees to enforce the terms of this agreement. 4. Delivery: Estimated shipping time means the approximate time at which Seller anticipates shipping the goods and is calculated from the date any specifications necessary to manufacture to Buyer's requirements are received at Seller's plant. Seller is not responsible for delays or nonperformance resulting from (a) delays in receipt of final specifications from Buyer, (b) changes in specifications from those on which Seller's quotation was based, or (c) acts of god or occurrences outside of Seller's control, such as strikes, abnormal manufacturing conditions, fire, flood, accident, riot, war and invasion, or governmental priorities. In no event shall Seller be liable for incidental, consequential or special damages arising out of a delay or failure to deliver. All shipments hereunder shall be by truck, freight collect, or by UPS, unless otherwise agreed in writing. Seller does not estimate freight costs. Weight, if given, is the net shipping weight or Seller's best estimate thereof. Claims for damage in shipment should be made immediately to the subject carrier. Claims for shortage of quantity or improper manufacture should be made with Seller within five (5) business days after receipt. Risk of loss or damage during shipment shall be borne by Buyer, whether or not freight is prepaid by Seller. Any claim of Buyer for loss or damage during shipment shall only be made against the carrier. 5. Installation: Unless otherwise expressly specified on the face hereof, all costs of installation of the goods shall be borne by Buyer. Some goods, such as stands, are shipped unassembled and require assembly. Estimated assembly times are available upon request. 6. Cancellation: Orders placed for goods are not subject to cancellation or modification, in whole or in part, after Seller's acceptance, except with Seller's express written consent, and upon payment of a cancellation charge covering all costs incurred by Seller to time of cancellation. If Buyer cancels the order without Seller's express written consent, Buyer agrees to pay all costs incurred by Seller and to compensate Seller for any loss of profits that it may suffer. 7. Return: Products sold directly on-line may be returned, freight pre-paid, for credit, subject to a restocking charge of $50.00 or 25% of purchase price, whichever is greater. Such returns must be made within 30 days of shipment. Products are not returnable without Seller's prior written approval. 8. Drawings and Prints: Insofar as goods are to be procured and/or manufactured in accordance with Buyer's specifications, Buyer represents that the drawings, prints and parts, if any, submitted inconnection with its order reflect Buyer's latest revision of specifications. Any drawings, prints, specifications and information furnished to Buyer by Seller in connection herewith shall remain Seller's proprietary and confidential information and are for the use of Buyer only. All descriptive and shipping specifications, drawings, and particulars of weight and dimensions provided by Seller are approximate only. No descriptions or illustrations contained in Seller's catalogs, price lists or other advertising materials shall constitute a part hereof or of any contract between Buyer and Seller. Any prints and/or drawings created by Seller are the Seller's sole property and are proprietary and confidential. 9. Changes in Specifications or Design: If Buyer requests changes in specifications or design of any goods covered by any contract with Seller, Seller will determine in its sole discretion whether it will undertake to make such changes. If Seller determines not to do so, the contract will nevertheless remain in full force and effect. If Seller determines to undertake to make such changes, Seller may revise the delivery schedule and adjust the price of the goods to the extent necessary in Seller's sole discretion and reasonable judgment to take account of such changes. Subject to the foregoing sentence, all terms of the contract shall remain in full force and effect notwithstanding changes in the specifications or design of the goods. 10. Limited Warranty: Seller warrants the product against defects and workmanship for a period of one (1) year, commencing on the date of original purchase and will, at its option, repair or replace for the original purchaser, free of charge, F.O.B. Seller, any part found to be defective in material or workmanship. This limited warranty shall only apply if the product has been operated, maintained and assembled in accordance with the Technical & Assembly Instruction Manual and/or other instructions or specifications furnished with the product, and has not been subject to misuse, abuse, neglect, accident, improper maintenance, alteration, vandalism, theft, fire, water or damage because of other peril or natural disaster. Seller shall have no liability hereunder for claims made under this warranty which are not in writing and which have not been delivered to Seller within 30 days after termination of the warranty. If the product proves to be defective, Seller will bear the costs of materials for repair or replacement during the above specified warranty period. Seller shall have the option to replace any defective part(s) with new part(s) or with serviceable used parts that are equivalent to the new parts in performance. Seller shall have the option to replace any defective product(s) with functionally equivalent product(s). All claims for warranty service on a Seller approved claim will give you the name and location of the service provider to which you may ship or deliver, at your own expense, the defective product. Seller will not accept products returned directly to the factory unless prior written permission has been extended by Seller. This limited warranty does not provide coverage on component parts that carry a separate manufacturer's warranty or damage caused by said component parts. Please refer the applicable manufacturer's warranty on these items. SELLER DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ANY PRODUCT, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO EXPRESS WARRANTY OR GUARANTY, WHETHER WRITTEN OR ORAL, EXCEPT AS MENTIONED HEREIN, GIVEN BY ANY PERSON OR ENTITY, WITH RESPECT TO ANY PRODUCT SHALL BIND SELLER. THE PROVISIONS AS SET FORTH IN THIS LIMITED WARRANTY PROVIDE THE SOLE AND EXCLUSIVE REMEDY FOR THE ORIGINAL PURCHASER. SELLER SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS, DAMAGE OR EXPENSE INCLUDING, WITHOUT LIMITATION, EXPENSES INCURRED FOR SUBSTITUTE OR REPLACEMENT PRODUCTS, FOR TRANSPORTATION OR FOR RELATED EXPENSES, UNLESS THE SAME IS APPROVED IN WRITING BY SELLER, OR FOR RENTAL EXPENSES TO TEMPORARILY REPLACE A WARRANTED PRODUCT. IN NO EVENT SHALL RECOVERY OF ANY KIND BE GREATER THAN THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCT SOLD. YOU ASSUME THE RISK AND LIABILITY FOR LOSS, DAMAGE, OR INJURY TO YOU AND YOUR PROPERTY AND/OR TO OTHERS AND THEIR PROPERTY ARISING OUT OF USE OR MISUSE OR INABILITY TO USE THE PRODUCT. THIS LIMITED WARRANTY SHALL NOT EXTEND TO ANYONE OTHER THAN THE ORIGINAL PURCHASER. 11. Inspection: If an inspection is required by Buyer or a third party, all costs will be to Buyer's account. Seller will not be responsible for late shipments due to inspections of the goods. 12. Limitation of Actions: Any action for a breach of contract arising against Seller must be commenced within one (1) year after the cause of action has accrued. 13. Patent Infringement: Seller shall have no liability for infringing any United States or foreign patent resulting from any material or part supplied by or manufactured to the design or specifications of Buyer. Buyer will indemnify and save Seller harmless from any such claim of infringement including payment of Seller's reasonable attorney’s fees and costs. 14. Rights and Remedies, Waiver: The rights and remedies herein shall be in addition to any other rights and remedies available to Seller at law and in equity. Seller's failure or delay in the exercise of any rights or remedies shall not operate as a waiver of those rights or remedies. 15. Governing Law: All sales are deemed to occur in the State of Ohio. The rights and obligations of the parties hereto and the construction and effect of any contract formed pursuant hereto shall be governed by the laws of the State of Ohio. The sole and exclusive jurisdiction and venue for any dispute arising hereunder shall be in the Ashland County Court of Common Pleas, State of Ohio. 16. Indemnification - Safe Operation: Buyer shall comply with and require its employees to comply with directions set forth in all instructions furnished by Seller. Buyer shall use and require its employees to use reasonable care and all appropriate safety equipment in the operation and maintenance of the goods. If any injury or damage is caused, in whole or in part, by Buyer's failure to comply with applicable federal, state or local safety requirements, Seller shall have no obligations to Buyer and Buyer shall indemnify and hold Seller harmless against any claims, loss or expense for injury or damage arising from the use of the goods. Seller specifically disclaims any and all liability arising out of the operation of the goods other than the warranty liabilities to the original Buyer.