General Terms and Conditions for the Purchase of Goods and Services

These terms and conditions of purchase, together with the document to which these terms are attached or into which these terms are incorporated (collectively, "Order"), set forth the terms and conditions under which the buying party specified in the Order ("Buyer") offers to purchase the products described in the Order ("Goods") or the services (including, without limitation all related deliverables) described in the Order or ancillary to such Goods ("Services") from the selling party specified in the Order ("Seller").

1. Seller's Acceptance of Terms

Seller's express written agreement to the Order constitutes acceptance of the Order. Seller's acceptance is limited to acceptance of the express terms of this Order and does not include any additional or different terms proposed by Seller or Buyer. Any additional or different terms in any document or communication provided by Seller or Buyer are hereby deemed to be material alterations and are hereby objected to and rejected.

2. Delivery of Goods

Seller will prepare, label, and pack for shipment all Goods in accordance with good commercial practices and carriers' requirements. Seller will mark each container of Goods with the order number specified in the Order and include a packing sheet listing this number in each unit of shipment, and, if applicable, any necessary components and instructions. Buyer will not pay charges for packing, crating, shipping, or delivery unless explicitly stated in the Order. Seller will maintain manufacturing and shipment records for at least two years from the date of shipment. Seller will deliver to Buyer Goods and Services ("G&S") that meet all specifications described in this Order and those pertaining to quantity, and dates for delivery and performance (all such specifications and requirements, "Specifications"). With Seller’s prior approval, Buyer may change Specifications by providing Seller with written notice, and, if a change increases or decreases the cost or time required for performance, the parties will equitably adjust this Order in writing accordingly.

3. Risk of Loss

Title will pass to Buyer upon delivery of G&S to the delivery point designated by Buyer. Seller will be responsible and bear the risk of loss or damage for all G&S until delivered to such designated delivery point and accepted by Buyer (as provided by Section 4), regardless of the transfer of title.

4. Buyer's Inspection and Acceptance

Buyer may reject or revoke acceptance of any G&S that do not meet Specifications ("Non-conforming G&S"), in which case Buyer will have the rights set forth in Section 7. Buyer's count as to the quantity of Goods delivered will be accepted as final and conclusive on all shipments that are not accompanied by a packing slip indicating the quantity delivered.

5. Invoice

Seller will promptly invoice Buyer for G&S. Buyer will have no obligation to pay Seller for any G&S unless (a) Buyer has accepted such G&S; and (b) Buyer has received from Seller an undisputed invoice (including the order number) for such G&S.

6. Price Warranty

The price on this Order is firm and is the total amount due from Buyer for G&S (including, without limitation, any duties, taxes, and other charges).

7. Returns

Products must be in original condition to be returned, subject to a proven manufacturer defect acknowledged by Seller. Buyer must notify Seller within 60 days of the ship date, then return the item within 14 days of receiving a Return Authorization Number (RAN) from Seller. If the Product is approved for return, Seller will issue a RAN. Once the RAN is received, the Product must be returned within 14 days. All authorized returns must arrive at Seller with shipping cost prepaid unless otherwise agreed. Seller will provide Buyer with specific instructions on where to return Products with the RAN. Include the signed RAN in the return package stating the reason for the return and the original receipt. Unless otherwise agreed, returns are subject to a fifty percent (50%) restocking fee on stock items. Custom products and systems are subject to a seventy percent (70%) restocking fee. Seller will not refund the original shipping and handling paid on the order. Buyer must prepay the return freight charges and Seller will not accept COD shipments. Return Balances will be put on account for future IMCS equipment and service products.

8. Limited Warranty

Seller warrants to the original buyer that its product(s), without modification, will substantially conform and function in accordance with the Specifications (owner's manual), under ordinary intended use and service, for a period of twelve (12) months after delivery to the Buyer, except that the warranty period for augers shall be limited to ninety (90) days after delivery. Except as stated in this limited warranty, seller makes no warranties or representations, express or implied, with respect to the products, or related materials, including but not limited to warranties of merchantability or fitness for a particular purpose, quality, productiveness, capacity, or any other warranty implied at law or equity. Seller does not warrant that the products will meet buyer's requirements, any results to be achieved, or that the use or operation of the products will be uninterrupted. To the extent an implied warranty cannot be excluded, such warranty is limited in duration to the minimal period allowable by law. This warranty does not cover defects or malfunctions which result from causes beyond seller's control, including, without limitations (A) unusual physical or electrical stress; (B) accident, neglect, abuse, misuse, or other abnormal use; (C) failure to perform routine maintenance in accordance with seller's recommended procedures; (D) normal wear and tear; (E) repairs or attempted repairs by an unauthorized person; (F) modifications or alterations to the product; (G) improper servicing; (H) shipping damages; and (I) operation of products inconsistent with seller-provided instructions. This warranty shall extend only to the original buyer and shall be void if the product is altered or defaced. Buyer shall notify seller of any covered defect within the warranty period, and seller shall at its sole option, repair or replace the product which proves to be defective. This is buyer's sole and exclusive remedy under this limited warranty. If seller is unable to repair or replace the covered defect within a reasonable time, seller will, upon written request by buyer, refund any payment made for the product. Such remedy shall be buyer's sole remedy with respect to any particular defect in a product. The foregoing is the complete warranty for the products and supersedes all other warranties and representations, whether oral or written.

9. Limitation of Liability

To the fullest extent permitted by applicable law, seller's total liability to buyer or any other person or entity, for any cause or combination of causes, whether arising out of claims based upon contract, tort, negligence, strict liability, or otherwise, is in the aggregate, limited to an amount no greater than the purchase price paid for the product. In no event shall seller, its officers, employees, affiliates, contractors, suppliers, agents, and representatives, be liable to buyer, or any other entity or person, for any damages, expenses, loss of profits or revenue, promotional or manufacturing expenses overheads, business interruption cost, loss of data, removal or reinstallation costs, injury to reputation or loss of customers, or any other indirect incidental, special, reliance, punitive, consequential, or other damages arising out of a defective product, use or inability to use a product, or any other matter whatsoever, regardless of (A) the legal theory under which such liability is asserted, or (B) whether seller had been advised of the possibility of such damages, liabilities or claims.

10. Compliance

Seller and the G&S will comply with all federal, state, and local laws of any governmental body, including, without limitation, the Foreign Corrupt Practices Act (collectively, “Applicable Laws”. If required, Seller shall certify in such form as Buyer may require that the G&S were produced in compliance with all applicable requirements of the Fair Labor Standards Act.

11. Indemnification by Seller

Seller will defend, indemnify and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, agents, and vendors from and against all claims and all losses, damages, liabilities, and expenses (including attorneys fees) directly caused by (a) the breach of any term of this Order; (b) any act or omission by Seller or any Seller Personnel (including any subcontractors or agents employed or retained by Seller), whether such act or omission occurs on Buyer’s premises or elsewhere; or (c) any alleged infringement or misappropriation of third-party intellectual property rights caused by use of G&S. At Seller's expense, Seller will, upon notice from Buyer, assume the defense of a Claim. Buyer may elect to be represented by, and actively participate through, its own counsel with respect to any Claim. Seller will not settle any Claim without Buyer's prior written consent, not to be unreasonably withheld. If any judgment or lien is placed upon or obtained against Buyer's property as a result of any Claim, Seller will dissolve and discharge, if possible, the lien by giving bond or otherwise.

12. Indemnification by Buyer

Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, damages, losses, costs, expenses, and liabilities arising out of or in connection with (a) Seller’s compliance with Buyer’s designs, specifications, or instructions; (b) modification of any Products by anyone other than Seller; (c) use or possession of the Products; or (d) use of the Products in combination with other products.

13. Force Majeure

Seller is not liable for failure to fulfill its obligations for any accepted order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, protest, delay by carrier, acts or omissions of other parties, acts or omissions of civil or military authority,