Controlling provisions: These terms and conditions shall control with respect to any purchase order or sale of Premier Pump & Power, LLC (“Seller”)’s products. No waiver, alteration or modification of these terms and conditions whether on buyers purchase order or otherwise shall be valid unless the waiver, alteration or modification is specifically accepted in writing and signed by an authorized representative of Seller.

Delivery: Seller will make every effort to complete delivery of products as indicated on Seller’s acceptance of an order, but seller assumes no responsibility or liability, and will accept no backcharge for loss or damage due to delay or inability to deliver caused by God, war, labor difficulties, accident, delays of carriers, by contractors or
suppliers inability to obtain materials, shortages of fuel and energy, or by price increases of any kind or any other causes of any kind whatsoever beyond the sole control of Seller. Seller may terminate any contract of sale of its products without liability of any nature, by written notice to buyer, in the event that the delay in delivery or performance resulting from the aforementioned causes shall continue for a period of sixty (60) days. Under no circumstances shall Seller be liable for any special or consequential damages or for loss, damage or expense (whether or not based on negligence) directly or indirectly arising out of or related to, delays or failure to give notice of delay, contractors or suppliers’ inability to obtain materials, shortages of fuel and energy, or by price increases of any kind whatsoever.

Limited warranty: Seller warrants for one year from the date of shipment Seller’s manufactured products to the extent that Seller will replace those having defects in materials or workmanship when used for the purpose and in the manner which seller recommends. If Sellers examination shall disclose to its satisfaction that the products are defective, and an adjustment is required, the amount of such adjustment shall not exceed the net sales price of the defective products and no allowance will be made for labor or expense of repairing or replacing defective products or workmanship or damage resulting from the same. Seller warrants the products which it sells of other
manufacturers to the extent of the warranties of their respective makers. Where engineering design or fabrication work is supplied, buyer’s acceptance of Seller’s design or of delivery of work shall relieve Seller of all further obligation other than as expressed in Seller’s product warranty.

THIS IS SELLER’S SOLE WARRANTY. NO OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE MADE OR AUTHORIZED. NO AFFIRMATION OF FACT, PROMISE, DESCRIPTION OF PRODUCT OF USE OR SAMPLE OR MODEL SHALL CREATE ANY WARRANTY FROM MANUFACTURER, UNLESS SIGNED BY THE PRESIDENT OF THE MANUFACTURER.

Seller neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its engineering designs or products. This warranty shall not apply to any products or parts of products which (a) have been repaired or altered outside of Sellers facility, in any manner or (b) have been subjected to misuse, negligence, or accidents; or (c) have been used in a manner contrary to Seller’s instruction or recommendations. Seller shall not be responsible for design errors due to inaccurate or incomplete information supplied by buyer or its representative.

Seller’s liability: Seller will not be liable for any loss, damage, cost of repairs, incidental or consequential damages of any kind, whether based upon warranty (except for the obligation accepted by Seller under “warranty” above), contract or negligence arising in connection with the design, manufacture, sale, use or repair of the products or of the engineering designs supplied to buyer.

Returns: Seller cannot accept the return of any products unless its prior written permission has been first obtained, in which case same will be credited subject to the following: (a) All material must on its arrival at Seller’s facility, be found in first class condition; if not, cost of putting in first class or “like new” saleable condition will be deducted from credit memoranda, (b) A handling charge deduction of (20%) will be made for all credit memoranda issued
for material returned, (c) Transportation charges, if not prepaid, will be deducted from credit memoranda.

Cancellation or alteration: Cancellation or alteration of an order by buyer may not be made without advance written consent of Seller and shall be subject to a cancellation charge. The cancellation charge shall be a minimum of fifteen (15%) or actual cost incurred by Seller at the time of cancellation or alteration, whichever is greater.

Shipments: All products sent out shall be carefully examined, counted and packed. The cost of any special packing or special handling caused by buyer’s requirements or requests shall be added to the amount of the order. No claim for shortages will be allowed unless made in writing within ten (10) days of receipt of a shipment. Claims for products damaged or lost in transit should made on the carrier, as Seller’s responsibility ceases, and title passes, on delivery to the carrier.

Special products: Orders covering special or non- standard products are not subject to cancellation or return except on such terms as Seller may specify, in writing, on written application.

Quotations: All quotations are subject to approval, acceptance and correction at the home office. Any errors in quotations resulting in orders will be corrected and re-submitted to the customer for their acceptance or refusal. Subject to Seller’s rights to adjust the quoted price as set forth elsewhere herein, all quotations are valid for 30 days from the date on the quotation.

Prices and designs: Prices and designs are subject to change without notice. All prices are FOB point of shipment, unless otherwise stated. In light of the unprecedent increase in manufacturing costs since 2020, including, by way of example only, increase costs to Seller arising out of or related to any one, or more, of the following: costs for component parts, labor shortages, supply chain disruptions, increased vendor prices, etc., all prices quoted by Seller, whether by email, fax, verbal or included in a written price quote, invoice, or purchase
order, are hereby expressly subject to change by Seller as follows: Seller expressly reserves the right, in its sole discretion, to adjust, upward, in an equitable amount, any price quoted to Seller’s customer, but in no event more often than once per thirty (30) days, in the event of a “Significant Cost Increase”, as defined below, for so long as such Significant Cost Increase is occurring as determined by Seller, in Seller’s sole discretion. A Significant Cost Increase for purposes of any agreement, including, without limitation, any price quote, purchase order, invoice or similar, shall be an increase of (1) three percent (3%) or more of the then-prevailing cost to Seller of any raw material or component part used to manufacture the equipment, or, in Seller’s sole discretion, (2) three percent (3%) or more, of the then-prevailing aggregate cost to Seller of raw materials and component parts used to manufacture the equipment. In the event a Significant Cost increase is no longer occurring, the price of the
equipment hereunder will revert back to that of the applicable quote, purchase order or invoice agreed upon by Seller and its customer.

Taxes: The amount of any sales, excise or other taxes, if any, applicable to the products covered by this order, shall be added to the purchase price and shall be paid by buyer unless buyer provides Seller with an exemption certificate acceptable to the taxing authorities.

Terms of sale: For value received, buyer agrees to honor all terms of the sale, as outlined herein, including, but not limited to the following:
• Net 30 days unless specified in writing.
• Buyer agrees and understands that payments will be considered past due if payment is not received within thirty (30) days of the invoice date.
• Buyer agrees that all past due payments shall bear interest at the rate or 1.5% per month (18% per annum) until paid in full.
• Buyer agrees that it is the intention of buyer and seller to conform strictly to all usury laws now in forces and effect in the state of purchase.
• Buyer further agrees not to suffer or permit any charge, lien, security interest, adverse claim or encumbrance of any and every nature whatsoever against the equipment until the indebtedness secured thereby is satisfied in full.
• Minimum invoice amount will be no less than $25.00 plus transportation.

Use of equipment: Buyer agrees to maintain and use the equipment solely in the conduct of its own business, in a careful and proper manner, and in conformity with all applicable permits, licenses, statutes, ordinances, regulations and laws and in conformity with all instruction manuals, operator manuals or use instructions, if any, provided by Seller.

Insurance: Buyer shall have and maintain at all times with respect to all equipment insuring against risk of fire, theft and other risks as Seller may require..