TERMS AND CONDITIONS

1.    Acceptance Governing and Cancellation — Quality Commercial Machines Corporation acceptance of Purchaser's order is conditioned upon Purchaser's assent that the terms and conditions set forth herein shall be deemed a part of such order. No modified or other conditions will be recognized by Quality Commercial Machines Corporation unless specifically agreed to in writing, and failure of Quality Commercial Machines Corporation is subject to provisions contained in any purchase order or other communication from a Purchaser shall not be construed as a waiver of these conditions nor an acceptance of any such provisions. No order accepted by Quality Commercial Machines Corporation may be canceled or altered by the Purchaser except upon the terms and conditions acceptable to Quality Commercial Machines Corporation.

2.     Delivery and Delay — Delivery of goods to a carrier at Quality Commercial Machines Corporation plant or other loading point shall constitute delivery to Purchaser and any further const and responsibility thereafter for claims, delivery, loss, or damage, including placement and storage at installation site, shall be borne by Purchaser unless otherwise stipulated. Quality Commercial Machines Corporation reserves the right to make delivery in installments unless otherwise expressly stipulated herein, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of his obligations to accept remaining deliveries. Claims for shortages or other errors in delivery must be made in writing to Quality Commercial Machines Corporation within ten (10) days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser.

All supervision and labor provided by Quality Commercial Machines Corporation shall be on the basis of eight (8) hours per day, Monday through Friday inclusive. If it is mutually agreed that other working periods are required, Purchaser will pay additional charges, allowances or any other cost resulting therefrom.

Quality Commercial Machines Corporation shall not be liable for any loss or damage as result of any delay in delivery or installation due to any cause beyond Quality Commercial Machines Corporation reasonable control, including without limitation, an act of God, act of the Purchaser, embargo or other governmental act or authority regulation or request, fire, theft, accident, strike, slow-down, a war, riot, delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities.

In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

If shipping, or progress of the work is delayed or interrupted by the Purchaser, directly or indirectly, the Purchaser shall pay Quality Commercial Machines Corporation for all additional charges resulting therefrom.

3.     Substitutes, Changes and Improvements — Quality Commercial Machines Corporation may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by government authority or unavailability of materials from suppliers. If changes in the layout or arrangement are desired or required by conditions of which Quality Commercial Machines Corporation was unaware or which were unforeseen at the time this order is accepted, the price is subject to revision.

4.     Storage — If the equipment is not shipped within five (5) days after notification has been made to Purchaser that is ready for shipping for any reason beyond Quality Commercial Machines Corporation's reasonable control, including the Purchaser's failure to give shipping instructions, Quality Commercial Machines Corporation may store machinery at the Purchaser's risk in a warehouse or yard or upon Quality Commercial Machines Corporation premises and the Purchaser shall pay all handing, transportation and storage costs at the prevailing commercial rates upon submission of invoices therefore.

5.     Insurance — Prior to full payment of the purchase price, Purchaser shall keep insured materials and equipment shipped to Purchaser by Quality Commercial Machines Corporation under policies with such provisions, for such amounts and with such insurers as shall be satisfactory to Quality Commercial Machines Corporation.

6.     Installation — When specified the services of a competent engineer to supervise the stating and/or installation or erection of the equipment and to instruct the Purchaser's representative in its operation are included. These services will be supplied for the specified number of days. If such services are required for a period in excess of that time, the Purchaser will pay for such additional services at the specified rate per day plus additional living expenses and travel expenses as may be incurred by reason of the extension of the period of services.

Surplus materials by Quality Commercial Machines Corporation remain Quality Commercial Machines Corporation property and will be disposed of by them.

Quality Commercial Machines Corporation will not responsible for work done or materials furnished by the Purchaser of Quality Commercial Machines Corporation benefit without written orders signed by authorized representatives of bother at agreed upon total rates. Back charges will not be recognized without Quality Commercial Machines Corporation approval.

7.     Payment — During engineering, manufacture, construction or installation of the goods, Quality Commercial Machines Corporation may require monthly progress payments by Purchaser by invoicing Purchaser for that part of the contract price equal to the percentage of work completed (as determined by Quality Commercial Machines Corporation) on the invoice date less a 10% hold back. Progress payment shall be due 10 days after invoicing. Final payment of the full contract price including all hold backs from previous progress payments, shall be due 10 days after Quality Commercial Machines Corporation notifies Purchaser that shipment of installation is complete. If any time after order receipt the financial condition of the Purchaser does not justify the terms of payment specified. Quality Commercial Machines Corporation may demand full or partial payment in advance before proceeding with the contract. If shipping or progress of the work is delayed or interrupted by or at the request of the Purchaser, or if the Purchaser defaults in any other lawful remedies, may defer delivery or cancel this contract. If delivery is deferred, the good may be stored as provided in paragraph 4 above and Quality Commercial Machines Corporation may submit a new estimate and cost for completion based upon prevailing conditions.

8.    Taxes and Other Charges — Any manufacturer's tax, retailer's occupational tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by the transaction between Quality Commercial Machines Corporation and the Purchaser shall be paid by the Purchaser in addition to prices quoted or invoiced in the event Quality Commercial Machines Corporation is required to pay and such tax, fee or charge. The Purchaser shall reimburse Quality Commercial Machines Corporation therefore, or in lieu of such payment, the Purchaser shall provide Quality Commercial Machines Corporation at the time the order is submitted with an exemption certificate or other document acceptable to authority imposing them.

9.     Return of Material — Equipment must not be returned without obtaining permission and shipping instruction from Quality Commercial Machines Corporation. Any material returned shall be subject to restocking and recondition charges and must be returned with all shipping charges prepaid by Purchaser.

10.   Warranties — Quality Commercial Machines Corporation warrants equipment and parts manufactured by it and supplied hereunder to be free from defects in materials and workmanship for LIFETIME [one year for electrical components] after shipment (or installation, if within such period any such equipment or parts shall be proved to Quality Commercial Machines Corporation's satisfaction to be defective, such equipment or parts shall be repaired or replaced, for installation at Purchaser's expense, at Quality Commercial Machines Corporation option and is subject to the following requirements: (a) the defect must be reported in writing to Quality Commercial Machines Corporation within ten (10) days of its discovery; (b) if so advised by Quality Commercial Machines Corporation, Purchaser must return the part or component with a statement of the observed deficiency no later than seven (7) days after the expiration date of the warranty to the address designated by Quality Commercial Machines Corporation, during normal business hours, transportation charges prepaid and (c) upon examination by Quality Commercial Machines Corporation the part or component must be found not to comply with the above warrant. Return trip transportation charges for the part or component shall be prepaid by the Purchaser.

The foregoing warranty is subject to the condition that the apparatus, part or component be properly operated under conditions of normal use and that regular periodic maintenance and service be performed or replacements made in accordance with instructions provided by Quality Commercial Machines Corporation. The foregoing warranty shall not apply to any apparatus, part or component that has been repaired other than by Quality Commercial Machines Corporation or an authorized Quality Commercial Machines Corporation representative or in accordance with written instructions provided by Quality Commercial Machines Corporation, that has been altered by anyone other than Quality Commercial Machines Corporation or that has been subject to improper installation or abuse, misuse, negligence, accident or corrosion.

THE FOREGOING WARRANTIES ARE IN LIEU ALL OTHER EXPRESS AND IMPLIED WARRANTIES EXCEPT TITLE INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, and no warranty shall be implied by law. Quality Commercial Machines Corporation shall not be subject to any other obligations or liabilities whatsoever with respect to equipment, parts or services, manufactured or furnished by it, quality or quantity of Purchaser's products or manufacturing processes or lines or any undertakings, acts of omissions relating thereto.

11.   Patents — INFRINGEMENT, Quality Commercial Machines Corporation agrees that it will, at its own expense, defend all suits or proceedings instituted against the Purchaser, insofar as they are based on any claim that the said equipment or any part thereof furnished under this contract constitutes and infringement of any patent of the United States provided that Purchaser gives to Quality Commercial Machines Corporation all needed information, assistance and authority in a timely manner to enable Quality Commercial Machines Corporation to do so, it being understood, however, that Quality Commercial Machines Corporation shall not be held responsible for infringements of combination patents or process patents covering the use of this equipment in combination with other equipment or materials not furnished by Quality Commercial Machines Corporation. In case the equipment furnished by Quality Commercial Machines Corporation is in such suit held in and of itself to constitute infringement and its use enjoined, Quality Commercial Machines Corporation within reasonable time, will, at its option, either secure for the Purchaser the right to continue using said equipment by suspension of the injunction by procuring for the Purchaser a license or otherwise, or will, at its own expense, replace such equipment with non-infringing or remove the said enjoined equipment and refund the sums paid therefore. These provisions, however, shall not apply to any patented equipment, device or part specified by the Purchaser but not manufactured by Quality Commercial Machines Corporation.

12.   Consequential Damages — IN NO EVENT SHALL QUALITY COMMERCIAL MACHINES CORPORATION BE LIABLE FOR DIRECT, INDIRECT, SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING FROM ANY SOURCE such as, but not limited to, the manufacture, use, deliver (including late delivery) or transportation of any apparatus, part or component sold to Purchaser, whether such damages are caused by Quality Commercial Machines Corporation's negligence or otherwise. Without limiting the generality of the foregoing sentence, Quality Commercial Machines Corporation shall not be liable for: the cost of capital; the cost of apparatus, services, repairs, components or parts; loss of profit of revenue; the cost of power whether purchased or produced by the consumer thereof; loss of use of the apparatus or any part thereof, or any other property owned by Purchaser; claims or costs of Purchaser's customers; injury to persons or death; or damages to any property. In the event that any limited warranty or disclaimer of liability is found to be unlawful or inapplicable, or to have failed or its essential purpose, Quality Commercial Machines Corporation's liability shall be limited to the amount paid by Purchaser for the apparatus.

13.  Drawings, etc. — All specifications, drawings, design, data, information, ideas, methods, patterns and/or inventions, made conceived, developed or acquired by Quality Commercial Machines Corporation incident to procuring and/or carrying out its contract will vest in and inure to Quality Commercial Machines Corporation sales benefit.

Purchaser agrees not to give, loan, exhibit or sell to any other party or interest, outside of its own company, any drawing, photograph or specification furnished by Quality Commercial Machines Corporation or reproduction thereof which will enable, other than Quality Commercial Machines Corporation to furnish similar equipment or parts thereof.

14.  Price Adjustment — (a) The prices quoted are subject to adjustment for increase in costs of materials and components, such as instruments, alloy, electrical gear, etc. In effect at the time of shipment. The increase would be the actual percent of increase, (b) the prices quoted are subject to adjustment for increase in material and labor costs at the time of shipment or installation. The increase would be the actual percent of increase.

15.   Assignment — No assignment of this contract may be made by the Purchaser without the written consent of Quality Commercial Machines Corporation.

16.   Title — The title and right of possession of any apparatus and material sold hereunder shall remain with Quality Commercial Machines Corporation and such apparatus and materials shall remain personal property until all payments hereunder (including deferred payments, whether evidenced by notes or otherwise) shall have been made in full in cash and the Purchaser agrees to all acts necessary to perfect and maintain such right and title in Quality Commercial Machines Corporation, and to protect the interest of Quality Commercial Machines Corporation by adequately insuring the apparatus and material against loss or damage from any external cause with Quality Commercial Machines Corporation named as insured or co-insured.

17.   OSHA — Quality Commercial Machines Corporation will supply apparatus as closely in compliance with the requirement of the Occupational Safety and Health Act (OSHA) as possible. However, since (a) the apparatus is to be installed by others; (b) the piping, buildings, foundations and operations, all of which are beyond the control of Quality Commercial Machines Corporation, directly effect the operation of the apparatus; and (c) there are numerous alternate methods for complying with certain OSHA requirements relating to matters such as noise levels that do not necessarily relate to the apparatus, Quality Commercial Machines Corporation cannot accept responsibility for compliance with OSHA.

18.   Limitation of Suits and Claims — No action or suit shall be brought by Purchaser against Quality Commercial Machines Corporation for damages arising out of the purchase, manufacture, use, delivery (including late delivery), or transportation of the apparatus, whether such suit or action is for breach of contract, breach or warranty, tort or otherwise, unless such action is commenced within one year after the cause of action has accrued. No suit, action or claim shall be made or filed against Quality Commercial Machines Corporation by the Purchaser unless the Purchaser has paid the entire purchase price or all installments due thereon, is strict accord with the terms of the purchase order, at the time the claim is made or the suit or action is filed, and failure to make such payments shall be an absolute defense to any such suit, action or claim.

19.   Applicable Law — This order shall be governed by the law of the Commonwealth of Illinois.  

20.   Captions — The captions of the paragraphs contained herein are only for the convenience and reference and are in no way to be constructed as part of the agreement between the parties or as a definition, limitation or description of the scope of said agreement or of the particular paragraphs to which they refer.