ENTIRE AGREEMENT   Special Service & Supply Inc. (the Seller or Special Service & Supply) agrees to sell the goods covered herein (the “Goods”) to Buyer on the following terms and conditions of sale (the “Terms and Conditions”) which supersede any other or inconsistent terms of Buyer. This contract constitutes the entire agreement between the parties with respect to the Goods, and this Agreement may not be modified, amended or waived in any way except in writing by an authorized representative of the Seller. No representation, promise or term not set forth herein has been nor may be relied upon by Buyer. All references by seller to Buyer’s specifications and similar requirements are only to describe the products and work covered hereby and no warranties or other terms herein shall have any force or effect. All prices on the Seller’s price list are subject to change by the Seller without notice.

QUOTATIONS   Where this form is used by Seller to place a bid, the quotation stated herein is for prompt acceptance and is subject to change and/or withdrawal without notice. Prompt acceptance of all quotations and adherence to delivery schedules are material terms of the bid and any subsequent agreement. In cases where freight allowance is included in the quotation, Buyer is liable for any rate increase and/or additional expense over the calculated allowance resulting from Buyer’s shipping instructions.

ACCEPTANCE   Orders shall not be binding on Seller until accepted by an authorized representative of the Seller at its sales office. Acceptance of orders, whether oral or written , is based on the express condition that Buyer agrees to all of these terms and conditions. Acceptance of delivery by Buyer will constitute Buyer’s assent to these terms and conditions in their entirety.

DELIVERY       All prices are F.O.B. Seller’s warehouse, unless otherwise specified by Seller. All shipping dates are approximate, any time period indicated for a shipment shall not commence until receipt of materials at Seller’s plant. Acceptance of shipment by designated shipper, allocation of Goods to Buyer at premises other than Seller’s, delivery to Buyer’s representative or designee, or mailing of an invoice to Buyer, whichever first occurs, shall constitute tender of delivery. Upon tender of delivery, title shall pass to the Buyer, subject to the Seller’s right to stoppage in transit and to any interest the Seller reserved to secure Buyer’s payment or performance, irrespective of any freight allowance or prepayment of freight . Goods held subject to Buyer’s instructions, or in any case where Seller, in its sole discretion, any part of the Goods shall be held for Buyer’s account. Seller may invoice the Goods and Buyer agrees to make payment at the maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason shall be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance, storage and other expenses incident to such delay at its prevailing rates. Partial deliveries shall be accepted by Buyer and paid for at contract prices and terms. When Buyer has declared or manifested an intention shall be necessary but Seller may, at its option, give notice in writing to Buyer that Seller is ready and willing to deliver and such notice shall constitute a valid tender of delivery. In no event shall Buyer be entitled to make any deduction from any payment due hereunder by reason of loss or damage in transit. Upon the written request of the Buyer, Seller, at its sole discretion, may agree as a service to Buyer to process Buyer’s claim against the carrier for any loss or damage in transit, provided that such claim is received by Seller within five (5) days of the receipt of Goods. Any such claim must be accompanied by a delivery receipt, signed by carrier’s agent at time of delivery, on which receipt the loss or damage has been noted. In the absence of directions, Goods shall be shipped by the method and via carrier Seller believes dependable. Delivery by truck will be made to the nearest points reasonably accessible by truck as determined by the driver. Buyer will furnish and pay for necessary labor to unload and store Goods. Buyer shall note loss or damage on truck shipments upon delivery ticket returned to Seller, or such claims shall be waived, Buyer must report any shortages within three (3) days of receipt of initial shipment.

TERMS OF PAYMENT   Terms to BUYERS whose credit has been approved in writing by Seller are net cash 30 days after date of invoice, unless otherwise agreed to in writing by Seller. Credit will not be extended to buyers whose account is in arrears as determined by the Seller. If at any time or for any reason, Seller shall have cause to question Buyer’s ability to perform, Seller may demand such assurances of buyer’s performance as Seller shall deem necessary in its discretion, including payment in advance for all shipments. If Buyer fails within ten (10) days of Seller’s demand to provide Seller with assurance, Seller shall be entitled to cancel any order then outstanding, receive reimbursement for its reasonable and proper cancellation charges and may proceed to collect, without limitation, any sums due and owing, its reasonable cancellation charges and all damage resulting from buyer’s default. In the event of bankruptcy, insolvency of Buyer, or in the event of any proceeding brought against Buyer, voluntarily or involuntarily, under bankruptcy or any insolvency laws, Seller shall be entitled to cancel any order then outstanding at ant time and shall receive reimbursement for its reasonable and proper cancellation charges. If Buyer fails to make payment for the Goods when due, Buyer’s account shall be deemed delinquent and Buyer shall loose any previously discount(s) previously extended under the terms of the Dealer Agreement, and Buyer shall be liable for the full price of the Goods, and shall be liable to Seller for a service charge of twenty four percent (24%)  per annum or the maximum allowed by law, whichever is greater, on any unpaid amount. Buyer shall be liable to Seller for full collection, including court costs and reasonable attorney’s fees.

CANCELLATION, CHANGES AND RETURNS   This order is not subject to cancellation, change or return unless agreed to in writing by an authorized representative of Seller. At Seller’s option, Buyer may be charged for any costs incurred by Seller prior to or as a result of such cancellation, change or return. In the event of any change, Seller shall be entitled to revise its prices and delivery dates to reflect such change. When Seller’s agreement is obtained, Seller will accept returned material for credit if, in its sole discretion, it finds such material to be standard stock in good condition. Such credit shall be the invoice price less 30% on acceptable goods and less all shipping and handling charges. In all other cases, the credit in the Seller’s sole discretion shall be the scrap value of the Goods less shipping and handling charges. All returns must be accompanied by a Special Service & Supply Inc.-issued RMA (Return Materials Authorization). Please contact the Special Service & Supply Inc.’s Sales Department in writing and explain the nature of the problem. The RMA may be faxed or mailed to you in response.

DELAY IN OR PREVENTION OF PERFORMANCE.   Seller shall not be liable for any expense, loss or damage resulting from delay in delivery or prevention of performance caused by fires, floods, acts of God, strikes, labor disputes, labor shortages, lack of or inability to obtain materials, fuels, supplies or equipment, riots, accidents, transportation delays, acts or failures to act of any government or of the Buyer, or any other cause whatsoever, provided that such cause is beyond the reasonable control of the Seller, and Seller shall have such additional time for performance as may be reasonably necessary under the circumstances and may adjust prices to reflect increases occasioned by such delay. Acceptance by Buyer of any Goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such Goods. If delivery is delayed or interrupted for any such cause, Seller may store the Goods at Buyer’s expense and risk, and Seller may charge Buyer therefore a reasonable storage rate. If Seller is delayed in proceeding with production or Buyer’s approval or acceptance of designs, drawings, prints, engineering or technical data, or is waiting Buyer’s acceptance of the Goods, Seller shall be entitled to an adjustment in price commensurate with any increase in Seller’s cost of production and any other losses and expenses incurred by Seller attributable to such delays

DEFERRED DELIVERY   Any deferred delivery request by Buyer shall be subject to Seller’s written approval. If such approval is given, Seller shall have the right to charge Buyer for the completed portion of the order and to warehouse all completed Goods at Buyer’s expense and risk of loss. Seller also reserves the right, at its option, as to any uncompleted portion of the order to cancel the uncompleted portion in accordance with paragraph 6 above, or to revise its prices and delivery schedules on the portion not completed to reflect its increased costs and expenses attributable to the delay.

WARRANTY AND LIMITATION OF LIABILITIES ABD BUYER’S REMEDIES   All warranty information is contained in the Seller’s current catalog Warranty Notice which is incorporated as a part of this agreement by reference.

CONTROLING LAW AND FORUM SELECTION   This Agreement and all rights and obligations hereunder shall be governed by the laws of the State of Colorado. The venue for the resolution of all disputes arising out of this agreement shall be the federal and state courts of Colorado, to which the Buyer hereby submits.

ARBITRATION: DISPUTE RESOLUTION: PRESERVATION OF FORCLOSURE REMEDIES: Paragraph 11 notwithstanding, at the election of the Seller, any dispute, claim or controversy (“Dispute”) between Seller and Buyer relating to transactions contemplated by this agreement, including but without limitation, any claim based on or arising from an alleged tort shall be resolved by binding arbitration, in accordance with Title 9 of the U.S. Code and the Commercial Arbitration Rules of the American Arbitration Association (the ”AAA”). Defenses based on statutes of limitation and similar doctrines shall be acceptable in any such proceeding, and the commencement of an arbitration proceeding under this Agreement shall be deemed commence of an action for such purposes. The arbitrator shall be selected in accordance with the Commercial Arbitration Rules of the AAA.  The AAA shall designate a panel of ten (10) potential arbitrators knowledgeable in the subject matter of the Dispute. Each of the Seller and Buyer shall designate within thirty (30) days of receipt of the list of potential arbitrators, one of the potential arbitrators to serve and two arbitrators so designated shall select a third arbitrator from the eight remaining candidates.

WAIVER   No delay or failure by the Seller to exercise any right or remedy under these Terms and Conditions shall be construed to be a waiver thererof. Waiver by Seller of any breach shall be limited to the specific breach so waived and shall not be construed as a waiver of any subsequent Agreement and the Terms and Conditions contained herein, are enforceable, however, against the successors and assigns of Buyer.

TAXES   Seller’s prices do not include sales, use, excise or other similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future such tax shall be paid by Buyer, or in lieu thereof, Buyer shall provide Seller with all tax-exemption certificates required by the taxing authorities, at the time of sale.


CUMULATIVE NATURE OF REMIDIES   All remedies of Seller set forth herein shall be cumulative and shall be in addition to any other remedies available to the Seller, whether by law equity or otherwise.


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