WEIGHT
CONVERTOR

Agreement and Limitations.
The agreement between Seller and Buyer (the "sales contract") with respect to the sale of goods described on quote hereof (the "goods") shall consist of the terms appearing hereon and on the quote (or sales order) together with and additions or revisions of such terms mutually agreed to in writing by Seller and Buyer. Seller shall not be bound by any additions or different terms, whether printed or otherwise, in Buyer's purchase order or in any other communication from Buyer to Seller unless specifically agreed to by Seller in writing. The sales contract shall be for the benefit of Seller and Buyer and not for the benefit of any other person. Prior courses of dealing, trade usage and verbal agreements not reduced to writing signed by Seller, to the extent they modify, add to or detract from the sales contract, shall not be binding on Seller.

Quotations subject to change without notice. All agreements and/or contracts/sales orders made by salesmen or representatives are subject to approval by the President of AAA Weigh, Inc.

Termination or Modification.
The sales contract may be modified or terminated only upon Seller's written consent. If all or part of the sales contract is terminated, Buyer, in the absence of contrary written agreement with Seller, shall pay termination charges based upon expenses and costs incurred in obtaining the goods to the date such termination is accepted by Seller plus a reasonable profit, except that any such goods completed on or prior to Seller's acceptance of such termination shall be accepted and paid for in full by Buyer. If seller makes arrangements allowing buyer to return any goods, a minimum 15% restocking fee will be applied.

Price and Payment.
Unless otherwise provided on the sales contract, price is F .O.B. Seller's point of shipment, and terms of payment shall be COD or Prepaid unless buyer is approved for other terms. If the sales contract is for more than one unit of goods, the goods may be shipped in a single lot or in several lots at the discretion of Seller, and each such shipment shall be paid for separately. Seller may require full or partial payment or payment guarantee in advance of shipment whenever, in its opinion, the financial condition of Buyer so warrants.

Taxes.
All taxes and other governmental charges upon the production, sale or use of the goods, to the extent required or not forbidden by law to be collected by Seller from Buyer, shall be paid by Buyer to Seller unless Buyer furnishes Seller with exemption certificates acceptable to taxing authorities. Prices subject to change without notice.

Delivery and Quantities.
Promises of delivery from stock are subject to prior sale. Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller's reasonable control. Seller shall in good faith endeavor to meet estimated delivery dates. Seller may ship overages or underages to the extent of 10% of quantity ordered. Quantities of smaller items may be determined by weight. If the BUYER delays performance or shipment, the items shall be paid for when they are ready to be shipped.

Claims For Incorrect Items, Shortages or Damages.
Claims for incorrect items, shortages, or damages must be made within 24 hours of receipt.

Machine Safety.
It is the user's responsibility to provide proper safety devices and equipment to safeguard the operator from harm for any particular use, operation or set up, and to adequately safeguard the machine, or machines, to conform to all Federal, State and Local Government Safety Standards and All Industry Safety Standards.

Indemnification.
User agrees to indemnify and hold harmless Seller of and from any and all
claims or liabilities from accidents involving these machines caused by failure of user, his employees, or agents to follow instructions, warnings, or recommendations available from the original manufacturer, or by failure of user to comply with Federal, State and Local laws applicable to such equipment including the Occupational Safety and Health Act of 1970

Risk of Loss.
Buyer assumes all risk of loss of goods upon delivery by Seller to carrier.

Warranties.
Seller warrants to Buyer for a period of 14 days from date of shipment that the goods at the time of shipment will be free from defects of material and workmanship and will be in accordance with specifications which are made a part of the sales contract by reference thereto. BUYER assumes all responsibility and expense for removal, reinstallation and freight in connection with the forgoing remedies.

Seller's sole obligation under the foregoing warranties will be limited to either, at Seller's option, replacing or repairing defective goods or refunding the purchase price for such goods theretofore paid by Buyer, and Buyer's exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. These warranties will not extend to goods subjected to misuse, neglect, accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY FITNESS FOR PURPOSE AND OF ANY OTHER TYPE WHETHER EXPRESS OR IMPLIED.

Products warranties on parts and labor vary. They are based on Manufacturer and type of product. Look for specified warranty on product information pages.

Specifications.
No specifications or changes in specifications pertaining to this order
which are made after the date of this order will be considered binding on SELLER unless so
agreed in writing. SELLER shall have no responsibility for the suitability of the applications intended. The BUYER shall pay all additional costs as determined by SELLER arising from erroneous specifications and/or information supplied to SELLER. Preparation, submission and applicability of component specifications is solely BUYER's responsibility.

Remedies and Limitation of Liability.
In the event Buyer claims Seller has breached any of its obligations under the sales contract, whether of warranty or otherwise, Seller may request the return of the goods and tender to Buyer the purchase price theretofore paid by Buyer, and, in such event, Seller shall have no further obligation under the sales contract except to refund such purchase price upon redelivery of the goods. If Seller so requests the return of the goods, the goods will be redelivered to Seller in accordance with Seller's instructions and at Seller's expense. The remedies contained in this and the preceding paragraph shall constitutes the sole recourse of Buyer against Seller for breach of any of Seller's obligations under the sales contract, whether of warranty or otherwise. In no event
shall Seller be liable for consequential damages nor shall Seller's liability on any claim for damages arising out of or connected with the sales contract or the manufacture, sale, delivery or use of the goods exceed the purchase price of the goods. Seller shall not be liable for failure to perform its obligations under the sales contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer; civil or military authority; priorities; fires; strikes or other labor disputes; accidents; floods; epidemics; war; riot; delays in transportation; lack of or inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances beyond Seller's reasonable control, whether similar or dissimilar to the foregoing.

Installation.
Installation shall be by Buyer unless otherwise specifically stated on the sales contract.

Governing Law and Limitation.
The formation and performance of the sales contract shall be governed by the Uniform Commercial Code as adopted in the State of California. Whenever a term defined by said Uniform Commercial Code is used in these standard provisions, the definition contained in said Uniform Commercial Code is to control. Any action for breach of the sales contract or any covenant or warranty must be commenced within one year after the cause of action has accrued.

Returns.
No returns accepted after 7 days and must be approved by Sales Manager. All returns, defective equipment or otherwise, must be accompanied by a Return Merchandise Authorization number. No credit will be issued under any circumstances for returned merchandise until the equipment arrives and is determined to be in new condition.

Arbitration.
Any dispute between the parties shall be resolved by arbitration before a neutral arbitrator selected by the parties. The arbitration hearing shall be conducted before three neutral arbitrators. For all prehearing matters (motions, etc.) a single arbitrator, who shall be an attorney authorized to practice law in California, shall preside and make all rulings.
The provisions of California Code of Civil Procedure, 1280 through 1289 as enacted as of
January 1, 1992, and as thereafter amended, together with subsequently enacted provisions
relating to the subject matter therein contained shall govern all arbitration proceedings. If the parties cannot, within 20 days of initial demand, select an arbitrator, then arbitration shall proceed before the American Arbitration Association pursuant to Commercial Arbitration Rules. The foregoing shall not apply to actions for collection of unpaid accounts that do not involve substantial defenses available to the defendant in the action. The trial court shall initially determine whether the defendant has, in good faith, raised substantial defenses, with respect to Plaintiffs claim that money is owed Plaintiff, before referring any action to arbitration.