Terms & Conditions of Sale

Purpose: To state the terms and conditions of sale by Sunair Co. hereinafter referred to as the Company.

1. ACCEPTANCE OF ORDERS: All sales and transactions are subject to Company’s Standard Terms and Conditions, and they shall prevail in the event of any conflict of variance with those of the Purchaser’s, unless otherwise agreed in writing. All previous agreements, either written or oral, which are subject matter hereof, are hereby cancelled. Stenographic or clerical errors are subject to correction.

2. PRICES: All prices are subject to change without notice and are subject to any increases, which may be in effect on the date of shipment of the goods. Prices are F.O.B Shipping Point, unless otherwise specified. When price includes transportation and other changes pertaining to the shipment of the goods, any increase in transportation rates and other charges will be for the account of the purchaser. There will be an extra charge for any test other than that which may be normally run by the company or for any test performed to suit the convenience of the purchaser.

3. PACKING: Equipment will be packed, boxed or crated in accordance with the Company’s standard commercial practice. For export/special packing an additional net charge will be incurred.

4. ROUTING: If routing of shipment is specified on customer’s order, it will be followed whenever practical. Otherwise, routing is subject to our choice.

5. TAXES: The Company’s prices do not include sales, use, excise or similar taxes. The amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the equipment shall be paid by the purchaser, or in lieu thereof the purchaser shall provide the Company with a tax exemption certificate acceptable to the taxing authorities.

6. TERMS: Except as otherwise indicated, payment is due in the United States of America currency 30 days after date of shipment on approved credit. Letters of credit are required to be of the irrevocable type and confirmed by an acceptable U.S. bank. A 1-½% monthly charge or the maximum legal rates, whichever is less, will be assessed on all past due items. The company may change, alter or modify the time of payment for merchandise or any agreement for extension of credit, or may require partial or full payment prior to manufacturing, assembling or shipping any merchandise, not withstanding any contrary conditions specified in any orders, contract or sale. Unless otherwise specifically provided, we will furnish invoices and shipping documents as specified on the customer’s order. Any of the terms and provisions on the customer’s order inconsistent in any way with our policy shall not be considered applicable to the sale. Title to the products and risk of loss with respect thereto shall pass to Buyer upon delivery thereof by the Company or the manufacturer to a common carrier.

7. SHIPMENT: Shipping dates are based on prompt receipt of full and complete information at the Company, credit approval and transportation availability. promised shipping dates are approximate, and are from point of manufacture. Such dates are estimated from (a) the date of receipt of order with complete manufacturing information to Company’s point of manufacture, and (b) the date of entry of such order by the manufacturer. Shipping dates are subject to revision at the time of the entry of order and the shipping schedule then given is approximate and subject to any action Company must take in connection with priorities or other orders or regulations issued by the United States Government, or any department thereof.

8. DESIGN: The company reserves the right to make changes in design for product improvement, without incurring any obligation to furnish or install the same on product previously furnished.

9. ORDER CHANGES: No changes in orders will be accepted except by special written arrangement with the Company.

10. CANCELLATION: Orders once placed and accepted by the Company can be cancelled only with Company’s consent and upon terms that will indemnify Company against loss. Cancelled orders are subject to 20% cancellation charge or charges equal to all cost incurred by the Company up to the date of cancellation, including a reasonable allowance for overhead, computed on the basis of accepted accounting methods. Company may forthwith cancel the order or contact without recourse: a) If the purchaser is in default with the company on this or any order or contract. b) the purchaser is or becomes insolvent, or if at any time Company is not fully satisfied with the credit of Purchaser, it may at any time after the order has been entered, or during the manufacturing period, or at the time the goods are ready for shipment, require payment in advance of shipment regardless of original terms, or if after shipment has been made and before actual delivery and acceptance at destination (regardless of F.O.B. point) it may recall the shipment and cancel this and all other orders and contract which may be outstanding, and shall be entitled to receive reimbursement for its reasonable and proper cancellation charges. c) If the order or contract is for the direct account of one of its employees and Company terminates or alters such relationship.

11. RETURN OF GOODS: Written permission from the Company must be obtained before returning any merchandise. A return material authorization (RMA) number must accompany all returns. All transportation charges must be borne by the customer. No items with a net value less than $25 will be authorized to return. All items accepted for return must have been invoiced within the past year. Only currently catalogued equipment of current design will be authorized for return. Special equipment built to a customer’s specifications cannot be returned. All new material authorized for return is subject to a minimum handling charge of 20% of the invoice value of the return. All returned goods must be packaged and marked properly. Impellers of less than maximum diameter, obsolete and special items manufactured to order are not returnable for credit. Manufacturer’s specific return charges may also apply.

12. CLAIMS: No claims for allowance will be entertained unless presented immediately on receipt of goods; nor will Company be held responsible for breakage or shortage after goods are delivered and accepted by the common carrier.

13. DELAYED DELIVERIES: The Company shall not be liable for any delay in shipping or delivery of merchandise for any cause whatsoever. The company will not be liable for loss, damage, detention, or delay in manufacture or delivery or necessity to substitute materials, resulting from causes beyond its reasonable control, including but not limited to casting failures, war, fire, strikes, lockouts, or to other labor difficulties civil or military authority, insurrection or riot, embargoes, cargo or ship shortages, acts of government, wrecks or delays in transportation, including any delays caused by inability to obtain necessary labor, materials or manufacturing facilities due to such causes or from action taken by the Company in connection with priorities or preference orders or other production permits issued by the United States Government or any department thereof, or from delay in obtaining or failure to obtain manufacturing, financing , export or other licenses required by the United States Government or any department thereof, or in any event for consequential damages. Acceptance of material by common carrier constitutes a waiver of any claim against the Company for delay or damage in transit or for lost goods.

14. CONSIGNMENT: The Company shall not furnish any consigned stock whatsoever. All shipments will be made in accordance with our regular terms of payment. Notations on the order such as “to be paid for when sold “, “on trial”, “when satisfactory” shall not bind the Company.

15. CONDITIONS: All sales made by the company are subject to these conditions unless otherwise agreed in writing, with a duly authorized officer of the Company. In all cases of conflict between these conditions and requirements of the purchase order, these conditions shall prevail.

16. WARRANTIES: The Company warrants its new Products to be free from defects in workmanship and material for a period of twelve (12) months from the date of startup or the eighteen (18) months from shipment, F.O.B. USA, whichever occurs first. The Company’s warranty obligation with regard to equipment not of its own manufacture (Procured Merchandise) is limited to the warranty actually supplied by the item’s manufacturer. The Company, after inspection by and to the satisfaction of the Company will, at our option, repair or replace at our expense F.O.B. our company headquarters, or give you proper credit for product determined by us to be defective. This product must have been returned transportation prepaid by the purchaser. The Company shall not be liable for alterations or repairs except those made with our written consent. Alterations or repairs made without our written consent rescinds all warranties. These warranties extend only to the original retail purchaser and only during the time in which the original retail purchaser occupies the site where the product was originally installed. This warranty does not apply to any product subject to negligence, alteration, accident, abuse, misuse, improper installation, vandalism, civil disturbance or acts of God. Exclusion of Warranties: The parties agree that the implied warranties of merchantability and fitness for particular purpose and all other warranties, express or implied, are excluded from this transaction and shall not apply to the goods sold. There are no warranties extended beyond the description on the face hereof. The Buyer’s sole and exclusive remedy against the Seller shall be for the repair or replacement of defective parts or the refund of the Buyer’s purchase price, at Seller’s discretion. No other remedy (including, but not limited to, incidental or consequential damages for lost profits, removal costs, installation costs, travel expenses, delays caused by defective material, lost sales, injury to personal property, or other incidental or consequential loss) shall be available to Buyer.

17. JURISDICTION and VENUE: All sales and offers or acceptance thereof made by or to the Company shall be governed by and construed in accordance with the laws of the State of Pennsylvania in the United States of America, excluding its conflict of laws, provisions and the International Convention on the sale of goods of 1980. Any legal action resulting from or otherwise related to such sales, offers or acceptance thereof shall be within the exclusive jurisdiction of the courts of the State of Pennsylvania except the Company shall be entitled, at its exclusive discretion, to commence any legal action with respect to sales, offers or acceptance thereof before any court possessing competent jurisdiction over the Company’s customer.

18. LIMITATION OF LIABILITY: Notwithstanding any other provision of this agreement, in no event shall either party's liability for incidental or consequential damages, arising out of or connected with the manufacture, sale, delivery, or use of the product exceed the purchase price of the product, provided that nothing herein shall relieve Supplier from its liability for personal injury, including death or property damage whether such liability arises in contract, including breach of warranty, or tort, including negligence.

Sunair Co. Standard Terms and Conditions of Sale Version: REV 1 Date: March 3, 2011