About Grayhill \ Terms & Conditions                                                                                                                                                                                                                        
Sales Orders

1) These terms and conditions supersede the terms and conditions of the Buyer's Purchase Order. Any provision of the Buyer's Purchase Order which conflicts with these terms and conditions shall be ineffective and these terms and conditions shall govern unless the Seller shall subsequently agree otherwise in writing.
 
2) This contract may not be changed or terminated orally, and no change, termination or waiver of any of its provisions shall be valid unless in writing and signed by Seller.
 
3) Unless otherwise stated herein, all prices are F.O.B. Seller's plant in LaGrange, Illinois. Method of delivery and routing shall be at the Seller's discretion. Notwithstanding any agreement to pay freight, delivery of good purchased hereunder to a common carrier or licensed trucker shall constitute delivery to Buyer, and all risk of loss or damage in transit shall be borne by Buyer. In the event the Buyer requires special packing, Buyer shall pay an additional charge for the same, as determined by Seller.
 
4) Prices are based upon continuous production in uninterrupted runs of the quantity specified. The price for smaller runs shall be subject to a reasonable increase in price. On units classified as non-standard (regardless of whether or not catalogued), that is units fabricated to individual customer requirements, drawings, specifications or design as contrasted to standard items offered by the company for general sale, Seller reserves the right to fabricate the entire quantity ordered in one production run, although shipments will be made in accordance with any agreed delivery schedule. In the event of cancellation of such non-standard items, the cost of raw material, components, sub-assemblies or finished assemblies on quantities equivalent to the full production run for the entire quantity ordered plus normal overrun shall be considered as part of applicable cancellation charges.
 
5) Seller shall not be liable for failure to deliver or delays in delivery occasioned by strikes, lock-outs, inability to obtain materials or shipping space, breakdowns, delays of carriers or suppliers, governmental acts and regulations, acts of God and other causes beyond Seller's control; nor shall same because for cancellation of the order described herein. It is understood that delivery will be made in accordance with Seller's regular manufacturing schedule. Every effort will be made to meet the Buyer's required delivery dates but Seller will not be liable for any damages resulting from delays in delivery.

6) Delivery of ten (10%) percent more or less than quantity specified herein shall constitute fulfillment of this agreement. Buyer hereby promises to accept and pay for any excess not exceeding ten (10%) percent. Buyer agrees to pay any price increase of ten (10%) percent or less than the amount specified herein which Seller may impose if such increase reflects an equivalent increase in Seller's costs of components or raw materials between the date hereof and the scheduled delivery date. Catalogue or other specified weights are estimated but are not guaranteed.

7) Unless otherwise stated, Seller's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of an present or future sales, use, excise or similar tax applicable to the sales of the products hereunder shall be paid by Buyer, or in lieu thereof. Buyer shall provide seller with a tax exemption certificate acceptable to the taxing authorities.

8) Except as otherwise stated herein, Buyer may not cancel this contract except with the written consent of the Seller. In the event of unauthorized cancellation or other breach by Buyer, Seller's damages shall include but are not limited to the following:

a) Invoice price of all goods which have been identified to the contract, whether such goods have been delivered to Buyer or not.

b) Actual costs incurred by Seller for goods not completed, which are allocable to the balance of the contract, including the cost of discharging Seller's liabilities which are so applicable, and the costs of materials on hand which were acquired or produced in connection with this order, plus a reasonable allowance for profit in connection with this order, plus a reasonable allowance for profit in connection with partially finished work and materials.

c) A reasonable allowance for profit in connection with goods called for under the contract, but with respect to which production has not yet begun at the time of cancellation or other breach.

d) Reasonable costs of collection incurred by Seller, including accountants and attorneys' fees.

9) Seller reserves the right to make delivery in installments, unless otherwise expressly stated herein. All such installments shall be separately invoice and paid for when due, without regard to prior or subsequent deliveries. Delay in delivery of an installment shall not relieve Buyer of its obligations to accept
remaining deliveries.

10) Seller reserves the right at any time, to revoke any credit extended to Buyer because of Buyer's failure to pay for any goods when due or for any reason deemed good and sufficient to Seller, and in such event Seller shall have the right to demand that all subsequent shipments be paid for prior to delivery.

11) SELLER'S LIABILITY UNDER THIS CONTRACT SHALL BE LIMITED TO THE STATED SELLING PRICE PER UNIT OF ANY DEFECTIVE ARTICLES AND SHALL, IN NO EVENT INCLUDE BUYER'S MANUFACTURING COSTS, LOST PROFITS OR GOODWILL, OR ANY OTHER SPECIAL OR CONSEQUENTIAL
DAMAGES.

12) All prices, unless otherwise provided, are net thirty (30) days from date of invoice. No discount will be allowed on tool, die, jig, mold and fixture changes, if any.

13) Unless otherwise agreed specifically in writing, all tools, dies, jigs and fixtures made or furnished by Seller shall remain Seller's property, whether or not the cost thereof has, in any way been paid by Buyer. If any tools, dies, molds, jigs and fixtures employed by Seller in connection with this contract are Buyer's property, they shall be held at Buyer's risk. Seller shall have a lien on such items and on any other items of Buyer's property which are in Seller's possession to secure all indebtedness whatsoever due from Buyer to Seller, which lien may be enforced by sale or court action. Seller's assertion of such lien shall not constitute a default under this contract.

14) Buyer shall indemnify, defend and hold Seller harmless from and against all claims, suits, judgments, costs, losses, expenses (including attorneys' fees) and liabilities from infringement (actual or claimed) of patents or trademarks arising from compliance with Buyer's specifications or instructions.

15) If, pursuant to Buyer's request, Seller shall agree to postpone delivery beyond the date specified in its order, Seller shall have the right to demand payment when the items are completed. Such complete items shall be held at Buyer's risk, and Buyer shall pay reasonable storage charges during the period that the shipment is delayed.

16) The remedies herein reserved by Seller shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any portion of this contract shall constitute a waiver of continuing or future breaches of such provision or of any other provision hereof.

17) This contract represents the entire agreement of the parties and shall not be assignable by Buyer voluntarily or by operation of law or otherwise without Seller's consent.

18) This contract is made in an shall be governed by and construed according to the laws of the State of Illinois.

19) Anything herein to the contrary notwithstanding, any action for alleged breach by Seller of the contract between the parties, including, but not limited to an action for breach of the warranties herein set forth, shall be barred unless commenced by Buyer within one (1) year of the accrual of such cause
of action.

20) Claims for shortages in shipment must be made in writing and within ten (10) days of receipt by Buyer or shall be deemed waived.

21) Stenographic or clerical errors are subject to correction.

22) The parties agree that the law of The State of Illinois shall apply to the interpretation and enforcement of its contract and the transaction described herein, excluding, however, the United Nations Convention on contracts for the international sale of goods.

DISCLAIMER OF WARRANTY
Seller warrants the goods sold will conform in all material respects with all pertinent specifications including performance specifications, drawings and approved sample, if furnished. In the event that this contract includes a commitment by Seller to furnish goods of a certain rated output capacity, such commitment shall refer to the capacity of the goods when operated with materials of the same kind, quality and grade as any samples furnished to Seller in the development of the items, and to operation of such products under the same voltage and environmental conditions as in Seller's plant. Operation of such items to the quoted capacity in Seller's plant shall be conclusive proof of their capacity. Seller also warrants said goods to be free of defective material and factory workmanship. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. SELLER MAKES NO WARRANTY THAT SAID ARTICLES ARE FIT FOR ANY PARTICULAR PURPOSE; NOR ANY WARRANTY AS TO THE MERCHANTABILITY OR QUALITY OF ARTICLES SOLD EXCEPT AS HEREIN STATED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. All claims for alleged defects in goods under this warranty shall be deemed waived unless made in writing and delivered to Seller within thirty (30) days after receipt of goods by Buyer. This warranty shall not apply where goods sold are subject to misuse, neglect, accident, improper application or have been repaired or substantially altered by others. Should Seller determine that goods sold are non-conforming, Seller will, at its exclusive option, repair or replace such non-conforming goods or reimburse the Buyer for the cost thereof. Transportation charges covering returned goods will be borne by Seller only when such goods prove defective within the warranty period and are returned within the warranty period. No returns will be accepted unless authorized by the factory, and Buyer shall bear all risk of loss or damage to returned goods in transit.