Legal Disclaimer

1.Certain Definitions-“Purchaser”, “Products”, “Price”, and “Payment Terms” are defined on the front page of the Purchase Order and Contract. “Seller” or “Company”, as used in these Terms and Conditions, shall include Continental Machinery Service, Inc. and/ or any related parent, sister, subsidiary or affiliate corporation, supplier or business entity and the producers, manufacturers, sellers or distributors of the Products or their agents, successors or assigns. “Agreement” or “Contract” means the Purchase Order and Contract (including these Terms and Conditions) once accepted in writing by Seller.

2.Acceptance-Purchaser agrees to purchase from Seller the Products for the Price subject to these Terms and Conditions. Once accepted by Seller, this Purchase Order shall be irrevocable unless the Purchaser’s written notice of revocations expressly accepted in writing by 

the Seller and upon terms that will indemnify Seller against any loss. Any errors may be corrected by Seller at any time. Any Purchaser that is not the end user of the Products shall provide to its purchaser or customer these Terms and Conditions, all applicable operating  instructions, manuals, safety instructions, warning, labels, training recommendations, and other relevant information and said Purchaser, 

customer or subsequent user shall be bound by these Terms and Conditions.

3.Applicable Contract-All present and future sales, deliveries, operations, claims and liabilities concerning the Products are subject exclusively to these Terms and Conditions that: [a] are not contrary to these Terms and Conditions; and [b] that are contained in other applicable documents prepared by Seller, such as a Purchase Order, Invoice, Service Report, Safety Alert, warnings, manuals or instructions. Any Terms and Conditions in any other document that are contrary to or in addition to these Terms and Conditions are deemed rejected and shall not apply. In no event shall Purchaser’s terms apply to, nor shall Purchaser’s proposed additional or different terms modify, these Terms and Conditions. The Purchaser, Broker, Sales Representative, Customer, subsequent purchaser, user or end user of the Products, by its acceptance or use of any Products, goods, parts, attachments, software, processes, services or systems furnished by the 

Seller, agrees to be bound by all of these Terms and Conditions. Any Purchaser that is not the end user of the Products shall provide to its purchaser or customer these Terms and Conditions, all applicable operating instructions, manuals, safety instructions, warnings, labels, training recommendations, and other relevant information and said purchaser, customer or subsequent user shall be bound by these 

Terms and Conditions.

4.Taxes and Duties-The Price does not include any sales, use, personal property, excise, transfer or other tax, duties or assessments  related to the Products or their purchase and sale which may be imposed by any governmental authority, all of which shall be the obligation of, and paid by, Purchaser. In the event that Seller pays any such tax or assessment, Purchaser shall reimburse Seller in accordance with the Terms of Payment, but no discount shall apply to such tax or assessment. Purchaser is responsible for obtaining and 

providing to Seller any certificate of exemption or similar document required to exempt any sale from sales, use or similar tax liability.

 5.Deliveries-Unless otherwise stated in Seller’s order confirmation, all deliveries of Products are F.O.B. Seller’s warehouse. All risks of loss or claims for damages to Products sold shall pass to Purchaser upon delivery by Seller of such Products to a common carrier. Seller shall not be responsible for any damage to the Products caused by a carrier and Purchaser’s sole recourse for such damage shall be against the 

carrier. Delivery of title is conditional on the timely receipt by Seller of all documents necessary for the completion of the order, the required payment[s], and Purchaser’s compliance with these Terms and Conditions. Delivery schedules represent Seller estimates only, and Seller will not be liable for any delay in shipment, delivery, installation, set-up, operation or performance of Products, or for any 

damages suffered by Purchaser by reason of such delays or claims. Purchaser shall carefully inspect and examine the packaging and the Products at the time of delivery and immediately report any damages, defects, deficiencies, nonconformity or problems to the common carrier and to the Seller.

 6.Payment Terms-The Payment Terms are set forth on the front page of the Agreement. If Purchaser fails to make any payments when due, then(i) interest shall accrue from the date the payment was due until received at the lower of 1.5% per month or the maximum amount allowed applicable by law, (ii) Purchaser shall pay Seller’s reasonable attorneys’ fees and other costs of collection of any past due amounts, and (iii) Seller may, at its sole discretion, take any of the following actions: suspend performance; terminate the Contract for default; require Purchaser to pay the full Price; and take any other actions or pursue any other remedies under applicable law. Failure by Seller to charge interest on late payments or to exercise its right to suspend its performance shall not be construed as a waiver of any other legal or equitable remedies. Purchaser shall not hold back, off set or set off any amounts owed to Seller regardless of the basis for 

same.

 7.Software-The programs and accompanying documentation and subsequent supplements confer upon the Purchaser a non-exclusive and non-transferable right to use them internally with the Products for which the programs are supplied. Title to all software and firmware will remain with Seller or its applicable licensor(s). All other rights attaching to the programs and documentation, including copies and 

subsequent supplements are and shall remain the exclusive property of the Seller. The Purchaser shall ensure that the Product, programs and documentation are not made available to third parties without the written permission of the Seller. Purchaser acknowledges and agrees that portions of the firmware, including, without limitation, the source code and the licensors. Accordingly, Purchaser shall not 

disassemble, reverse engineer, copy or modify the firmware, in whole or in part, nor permit or authorize any third party to do so (except to the extent that such a prohibition would violate applicable law). In addition, Purchaser shall not disassemble, reverse engineer, copy or modify the Seller hardware, in whole or in part, nor permit or authorize any third party to do so (except to the extent that such a prohibition 

would violate applicable law).

 8.Time Limitation on all Claims-Purchaser shall thoroughly examine and test all Products promptly upon the completion of the set up of same and before any part of the Products have been changed or modified from their original condition. Within forty-five [45] business days after set-up, Purchaser must give written notice to Seller of any dissatisfaction, defect or claim relating to the condition, design, safety, or 

operation of the Product, which notice must indicate the basis of Purchaser’s dissatisfaction or claim in detail. The failure of Purchaser to comply with this paragraph shall constitute a waive and release of any such claims and an irrevocable acceptance by Purchaser of the Products as delivered. Any action or proceeding by Purchaser arising out of or relating to this Contract or the Products will be forever 

barred unless it is commenced within the earlier of; (a) one year after the claim or cause of action has accrued; (b) one year from the date of delivery; or (c) the period prescribed by applicable statute of limitation or repose. Purchaser must give Seller prompt written notice of any claim regarding this Contract or the Products. 

 9.Exclusive Limited Warranty-THE FOLLOWING WARRANTIES ARE THE ONLY WARRANTIES PROVIDED AND ARE GIVEN AND ACCEPTED IN LIEU OF, AND SELLER DISCLAIMS, ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF “MERCHANTABILITY”OR“FITNESS FOR PURPOSE”OR “NON-INFRINGEMENT”OR WARRANTIES RELATING TO THE DESIGN, PRODUCTION, SALE, PERFORMANCE OR DURABILITY OF THE INDIVIDUAL, PRODUCTS, PARTS, PROCESSES, SYSTEMS, ELEMENTS, SOFTWARE OR ADDITIONS. Seller provides this limited and non-transferable warranty directly to and only to the first Purchaser of the Products and only if it is the end user. 

Seller warrants to Purchaser that (a) Seller will convey good title to the Products sold upon receipt of payment in full of all amounts due; and (b) at the time of delivery, the Products are free from any defect in material, design or workmanship. Any specifications, descriptions, rates, speeds, numbers, proposals or quotes are merely estimates or approximations of what the Products are capable of doing under 

optimum conditions and there are no warranties whatsoever, express or implied, relating to the performance or production capabilities of the Products.

 10.Purchaser’s Remedies for Seller’s Warranties-This is a repair and replacement warranty and it is provided only to the original end user purchaser. Seller shall not be liable in any manner to any Purchaser who is not the first Purchaser purchasing directly from the Seller and as the end user under this warranty. Seller shall not be liable to any Purchaser that has not agreed to be or is not legally bound to these 

Terms and Conditions. Seller’s liability and Purchaser’s remedies are hereby limited to the removal of any defect in title or, at the election of Seller, to the repair or replacement of the Products or any parts there of which are defective in title, material, design or workmanship. 

The warranty period with respect to any defects in design, material and workmanship of new Products shall extend from the date of delivery and expire in twelve (12) months, in the case of single shift operation, six (6) months in the case of a double shift operation, and three (3) months in the case of a more than double shift operation (the “Warranty Period”). Any claim for warranty must be made in writing 

to Seller before the expiration of the Warranty Period. If Seller is provided notice of a claim during the Warranty Period, Seller shall repair or replace such defective Product or Part in so far as it can be proved to the Seller’s satisfaction that said defects occurred as a result of faulty materials, design or workmanship. Seller shall have no liability for claims made after the expiration of the Warranty Period. Any decision to repair or replace shall be solely within Seller’s discretion. Replacement shall include reasonable dismantling and reassembly costs. Purchaser expressly waives any future claims(including for contribution, indemnification, strict liability, breach of warranty, express or implied, negligence or Seller liability) for problems, damages or liabilities relating to: normal wear and tear; damage caused by 

nature, force, fire, misuse or the use of unsuitable materials, parts, adhesives, lubricants, solvents, components, additions or other elements; non-compliance with prescribed machine care or instructions for use; incorrect assembly or putting into commission; incorrect or inadequate maintenance, repair or cleaning; problem relating to improper or unsafe set-up, adjustments, settings, training, supervision, 

the use of “push sticks”, “reach in” accidents, wearing gloves or the negligence or contributory negligence of others; unsuitable location, repairs, modifications or alterations; elemental influences or ambient conditions, e.g. extremely high humidity, abnormal fluctuations in the power supply or the use of parts, materials or elements not manufactured or approved by Seller, whether the fault of Purchaser or 

third parties.

11.Limitations on Damages, Remedies and Seller’s Liability-Seller shall not be liable for any monetary damages to Purchaser. Seller shall not be responsible for any direct, special, indirect or consequential damages in any way related to the Products including such damages arising out of or in connection with the installation, use, stoppage or unsatisfactory performance or production of the Products, nor shall it 

be liable for any property damage, personal injuries, economic loss, lost business or lost profits or for any other damages, claims or demands against the Seller by Purchaser or any other party even if Seller has been advised of the possibility of such claims or damages. The risk of loss or damage for all such claims shall be borne exclusively by the Purchaser and the Purchaser hereby expressly waives any 

such claims. Should any court of law or arbitration determine that the Purchaser is entitled to monetary damages or any other form of relief, the Purchaser hereby stipulates and agrees that said damages or relief shall not exceed the cost or value of the Seller’s repair or replacement of any product or part there of that has been determined to be defective in design, material or workmanship. Not withstanding the foregoing, and except with respect to Seller’s obligation to repair or replace in paragraph 10 above, SELLER’S MAXIMUM AGGREGATE LIABILITY RELATED TO THE PRODUCTS (WHETHER UNDER THE WARRANTY, CONTRACT, TORT, STRICT LIABILITY, INDEMNIFICATION, CONTRIBUTION OR OTHERWISE), SHALL NOT EXCEED FIVE PERCENT (5%) OF THE AMOUNT BUYER PAID TO SELLER FOR THE PARTICULAR PRODUCTS AT ISSUE.

12. Purchaser Operational Obligations-Purchaser assumes the sole responsibility for determining whether the Products and available processes, systems, software, scanning, technology, applications, materials, parts, brakes, antikick-back devices, hoods, covers, guards, switches, safety devices, adhesives, lubricants, exhaust systems, handling equipment or other components, elements or additions are 

satisfactory, necessary or appropriate for their contemplated use(s), whether or not such use is known to Seller. Purchaser assumes all risks and liabilities arising from the operation, performance or use of the Products or from the Purchaser’s or the Product’s failure or inability to achieve any particular performance, production or goal. Purchaser acknowledges and agrees that: (a) many of the Products, which include high speed, rotating cutters, spindles, saws, grinders, moulders, rollers, gears, chains, belts and woodworking and metalworking operations, can be extremely dangerous and can cause serious injuries or death if all safety precautions are not taken or if the Products are used improperly or are accessible to unqualified, untrained, unsupervised, inexperienced or careless personnel; (b)Purchaser will allow only fully and properly trained and alert personnel to work with or near these Products; (c) Purchaser will cause all 

personnel to be constantly alert to possible safety hazards on or around said Products; (d) Before and after any of the Products are put into operation, Purchaser shall thoroughly review and follow, and cause its employees working with the Products to thoroughly review and follow, all recommendations , warnings, and safety, maintenance and operating instructions; (e)Purchaser shall cause all machinery to be 

turned off at the first sign of any potential problem and all moving parts shall be allowed to come to a complete stop before any maintenance, cleaning, clearing, service or adjustment is attempted; (f) Purchaser shall install, use and maintain all safety devices, including, but not limited to, brakes, anti-kickback devices, hoods, covers, guards, barriers, switches and lock-out/tag-out procedures, as 

its specific operation and safe use of the Products might require and/or as recommended by Seller; (g) Purchaser is solely responsible for the guarding of the Products and the safety of all personnel during the critical set-up phase of any operation acknowledging that potentially dangerous moving parts may be more exposed or accessible at that time; (h) Purchaser shall be responsible for the safety of all 

employees in the area of the machine during the set-up phase; and (i) Purchaser shall not allow employees to wear gloves, loose clothing or use push sticks around the Products.

13.Indemnification-Purchaser acknowledges that Seller and the producers, manufacturers, sellers or distributors of the Products do not warrant against and shall not be liable for any economic loss, property damage, product liability, personal injury or any other claim by Purchaser, its agents, employees, insurance carriers, subrogees, successors, assigns or third parties, related to the use of the Products except as expressly provided for herein. Purchaser shall have the sole responsibility for the proper and safe use, maintenance, operation, set-up and adjustment of the Products; for the use of all appropriate additions and available safety equipment and options; for the proper safety training and supervision of its employees; and for complying with all requirements or recommendations of Seller, OSHA, ANSI and of 

any other state or federal safety laws or regulations as they may pertain to operation of the Products. Purchaser acknowledges, warrants and agrees that it shall maintain adequate insurance against all risks and to cover its obligations herein and that Seller shall be covered as named additional insured and shall not be liable in any manner for and that Purchaser shall defend, indemnify and hold Seller harmless 

from and against any and all risks or claims relating to the use of the Products or any additions thereto. Said risks shall specifically include all claims, causes of action, suits, proceedings, costs, fees, damages, penalties, losses, expenses, liabilities, stoppages, lost business or profits, physical damage, destruction, breakage, casualty loss, fire, theft and expenses ( including attorney’s fees); claims for breach of warranty (express or implied) or misrepresentation, personal injury, property damage, patent infringement; or breach of contract claim; or claims for any intentional or negligent act or omission, including without limitation; failure to warn; unsafe or defective product, design or manufacture; or product liability claim, in any form whatsoever by Purchaser or its agents, employees, insurance carriers, workers compensation insurance carrier, successors, assigns or third parties, whether such claim or cause of action is based 

upon tort, strict liability, negligence, comparative negligence, indemnification, common law or statutory basis, UCC, subrogation or any other theory of recovery, and whether or not the acts or omissions of the Seller, its employees or agents are alleged to be negligent and regardless of whether or not Seller might otherwise be liable. The Purchaser further agrees that it shall be solely liable for and will defend, indemnify and hold Seller harmless, as stated above, if Purchaser, its agents, employees, successors, assigns or third parties have undertaken or authorized any alterations, interventions, modifications, additions or repairs of any kind to any part of the Products, or have been contributorily negligent or have failed to implement and abide by all applicable operating, safety and training instructions and recommendations, manuals, warnings, laws or regulations or any of these Terms and Conditions.

14.Governing Law-All claims, rights and obligations between Seller and Purchaser shall be governed exclusively by the laws of Colorado, U.S.A., without regard to any choice of law rule that would direct the application of the law of some other jurisdiction. Should a non-Colorado court determine for any reason that attorney’s fees are not recoverable from the Purchaser under Colorado law then said court 

shall order that the Purchaser shall pay Seller’s attorney’s fees to the fullest extent allowed by the law of that court’s Jurisdiction.

15. Consent to Forum, Venue, and Jurisdiction-Any and all claims or causes of action shall and must be filed by Purchaser exclusively in the Colorado Court of Justice, Superior Court Division, Denver, Arapahoe County, Colorado. This includes all claims, including but not limited to all claims arising out of the contract and/or Product(s) which is (are) the subject of the contract. Purchaser hereby expressly agrees, consents and stipulates to the exercise of personal jurisdiction over it and subject matter jurisdiction over any claims or causes being solely with such court (regardless of any conflict of laws); however, Seller may in its sole discretion elect to bring an action to enforce or protect any right or obligation created hereunder against Purchaser in any competent court it might choose. Purchaser shall be liable to Seller for all costs, including but not limited to reasonable attorney’s fees, related to any actions brought by Purchaser or Seller. If for any 

reason this consent to jurisdiction and mandatory forum selection clause shall be determined by a competent court of law to be invalid or unenforceable, then the parties shall submit all such claims or causes of action to arbitration under the rules of the American Arbitration Association in Denver, Colorado.

16.Entire Agreement-Purchaser and Seller acknowledge that these Terms and Conditions constitute a material part of any contract, agreement or invoice which relates to the sale, delivery, payment, servicing or use of the Products and that the signed Contract and attachments constitute the entire and only agreement between the parties. Purchaser is not relying on any promise, agreement or representation which is not expressly stated in writing in the Contract and these Terms and Conditions. These Terms and Conditions 

supersede any commercial documents issued previously by Seller or Purchaser. The applicable terms of the latest Sales Documents shall control over such terms in any prior Sales Documents. No other terms or changes, modifications, amendments or waivers of any terms in the Contract shall apply to Seller unless in writing and signed by an authorized officer of Seller. Only the President of Seller is authorized to modify these Terms and Conditions or the Contract, and then, only in writing. No supplier, salesman, agent or person other than the President of the Seller is authorized to waive, modify, add to or alter any of these Terms and Conditions or the Contract or make any additional representations or, promises. The provisions of these Terms and Conditions are severable, and the invalidity or unenforceability of one provision shall not affect the validity or enforceability of any other provision.