Disclaimer to Customer

1. Scope and Definitions

These Terms and Conditions are an integral part of any Quotation attached hereto or received by Purchaser from Seller. Together, they constitute an offer to contract that may be accepted by Purchaser, upon which they shall constitute the “Contract.” The definition of terms used, interpretation of this Contract, and rights of the Parties shall be construed under and governed by the Uniform Commercial Code of the State of Illinois. “Seller” means Mechanical Products Company; “Purchaser” means the person, firm or corporation to whom the Quotation is addressed; “Equipment” means those articles, materials, supplies, circuit breakers, circuit protection devices, drawings, data, computer software programs and other property described in the Quotation together with all services performed incidental to the sale thereof; and “Party” and “Parties” mean Seller and Purchaser, individually and collectively, respectively. Captions are for convenience only and are not part of the Contract.

2. General

When accepted, the Quotation, of which these Terms and Conditions are an integral part, supersedes all prior documents, agreements or understandings, and all subsequent writings by Seller. The Quotation and these Terms and Conditions contain the complete agreement between the Parties, and their terms may not be modified, explained or waived by Purchaser's acceptance or purchase order, a course of dealing, Seller's performance, or in any other manner unless approved in writing by a duly authorized representative of Seller. Any reference in the Contract to Purchaser's specifications or purchase order is solely for the purpose of describing the Equipment to be provided or the services to be performed, and no terms contained therein shall be binding on Seller unless agreed to in writing by a duly authorized representative of Seller. If any provision of the Contract is determined to be unenforceable by a court of competent jurisdiction, that provision shall be deemed severed, leaving the balance of the Contract in full force and effect.

3. Pricing, Taxes and Payment Terms

Unless otherwise stated in the Quotation, all prices are valid for thirty (30) days from the date of the Quotation. Prices are exclusive of all sales, use, excise, value-added, customs, duties, tariffs and similar taxes or governmental charges imposed upon the sale, delivery or use of the Equipment, all of which shall be paid by Purchaser, excluding taxes imposed on Seller's net income. Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Purchaser. Seller reserves the right to correct typographical, clerical and administrative errors in quotations, acknowledgements and invoices. Seller's acceptance of any order is subject to Seller's approval of Purchaser's creditworthiness. Seller may modify payment terms and product prices, require advance payment, suspend performance, or revoke credit at any time in its reasonable discretion. Unless otherwise stated in the Quotation, payment is due within thirty (30) days after shipment. Any amount not paid when due shall accrue interest at the lesser of (a) one and one-half percent (1.5%) per month or (b) the maximum rate permitted by applicable law. If partial shipments are requested or allowed, Seller must receive payments within the allowed terms for any partial shipments received. Purchaser shall reimburse Seller for all costs incurred in collecting overdue amounts, including reasonable attorneys' fees, court costs and collection agency fees. Non-sufficient funds checks received by Seller from Purchaser are subject to a $50.00 service charge. Purchaser shall timely pay all undisputed amounts when due and may not withhold, offset, recoup or deduct any amounts allegedly owed by Seller unless finally determined by a court of competent jurisdiction. Unless other terms have been agreed to, buyer will be charged a minimum charge of two hundred fifty dollars ($250.00) for all orders placed. Additional charges like freight and expedited fees are in addition to this minimum order charge.

4. Non-Solicitation

Purchaser shall not solicit the services of any person who is an employee of Seller, nor solicit any employees of Seller to terminate employment, nor agree to hire any employee of Seller into employment or engagement with Purchaser or any other company, individual or entity.

5. Delivery

Unless otherwise stated in the Quotation, delivery of the Equipment will be F.O.B. Seller's plant or Seller's vendors' plants. Equipment delivered by Seller shall remain Seller's property until the purchase price, including all invoiced costs, has been paid in full. During the period Seller retains title, Purchaser may not pledge or grant a security interest in the delivered Equipment. Quoted delivery times are tentative. Seller retains, and Purchaser hereby grants to Seller, a purchase money security interest in the Equipment until all amounts owing to Seller have been paid in full. Purchaser shall execute and deliver such financing statements and other documents as Seller may reasonably request to perfect or protect such security interest. Seller's exercise of any rights or remedies with respect to its security interest in the Equipment, including repossession of the Equipment, shall be cumulative and shall not limit, waive or otherwise prejudice any other rights or remedies available to Seller under this Contract, the Uniform Commercial Code or applicable law. Purchaser shall maintain commercially reasonable records regarding the identity of third parties to whom the Equipment is transferred and, upon Seller's reasonable request, shall provide Seller with available information regarding such third parties. The Quotation states all other delivery, invoicing, shipment and payment terms.

6. Limited Warranties to Original Purchaser

(a) Limited Warranty. Seller warrants that all Equipment of its own manufacture will meet all expressly guaranteed performance characteristics stated in the Quotation for the warranty period specified in the Quotation or, if none is specified, for one (1) year from the date of shipment of the Equipment (the "Equipment Warranty Period").

(b) Equipment Not Manufactured by Seller. Equipment, parts, software and accessories manufactured by third parties and supplied by Seller are warranted only to the extent of the original manufacturer's warranty to Seller, if any.

(c) No Other Warranties. PURCHASER EXPRESSLY AGREES THAT THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES. SELLER MAKES NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND NO OTHER WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SELLER MAKES NO WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(d) No Reliance. Purchaser is entering into the Contract solely on the basis of the commitments expressly set forth herein. Purchaser has not relied upon any representation, warranty, statement or promise not expressly set forth in the Contract.

(e) Commencement of Actions. Seller shall have no liability for breaches of warranty discovered outside the Equipment Warranty Period. Notwithstanding any statute of limitations to the contrary and irrespective of when the breach is discovered, any action for breach of warranty relating to the subject matter of the Contract must be commenced within two (2) years after delivery of the Equipment. Any claim not made within such period shall be deemed waived. Purchaser expressly agrees to this limitation and acknowledges that it is an essential part of the Contract.

(f) Repair and Replacement. Seller's obligation and Purchaser's sole and exclusive remedy for any breach of warranty discovered during the applicable warranty period shall be limited, at Seller's sole option, to (i) repair of the nonconforming Equipment, (ii) replacement of the nonconforming Equipment, or (iii) refund of the purchase price attributable to the nonconforming Equipment. Purchaser shall pay all transportation charges associated with the return or replacement of Equipment unless otherwise agreed by Seller.

(g) If repair, replacement or re-performance is insufficient to cure the breach of warranty, Purchaser's sole and exclusive remaining remedy shall be a refund of the purchase price paid for the nonconforming Equipment upon return of the Equipment if requested by Seller.

(h) All warranties under this Section shall be void, and Seller shall have no obligations thereunder, if any party other than Seller modifies, repairs, alters, improperly stores, installs, removes, integrates, uses or operates the Equipment after delivery to Purchaser.

7. Limitation on Seller's Liability and Damages

(a) Purchaser agrees that, except for claims for bodily injury caused directly by the gross negligence or intentional misconduct of Seller, Seller's liability to Purchaser or any third party for any losses or damages, whether direct or otherwise, relating to this Contract, the Equipment, or any services performed by Seller shall not exceed the total amount actually paid by Purchaser for the Equipment or services directly giving rise to the damages.

(b) Without limiting any other provision of this Contract, and to the fullest extent permitted by applicable law, IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, NOR FOR LOSS OF ANTICIPATED PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF USE, COST OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY.

8. Inspection, Acceptance and Waiver of Revocation

The Parties agree as follows:

(a) Purchaser shall inspect all Equipment promptly upon receipt and shall notify Seller in writing within five (5) business days after delivery of any shortages, shipping errors or nonconformities reasonably discoverable upon inspection. Purchaser shall notify Seller in writing within five (5) business days after discovery of any latent nonconformity. Packing slips, inspection reports and other documents necessary to support Purchaser’s claims, shall accompany all notifications. Failure to provide such notice set forth in this Section 8(a) shall constitute waiver of the applicable claim.

(b) Acceptance shall occur when Purchaser fails to reject the Equipment within thirty (30) days after delivery thereof, or within fourteen (14) days after visual inspection of the Equipment, whichever occurs first. Purchaser may not reject Equipment that substantially conforms to the Contract. Unless otherwise expressly agreed in writing by Seller, quantities delivered may vary by up to ten percent (10%) above or below the quantities ordered for any line item, and Purchaser shall accept and pay for the quantities actually delivered. Closer quantity tolerances may be available only if expressly agreed by Seller in writing prior to production and may be subject to additional charges.

(c) After acceptance pursuant to this Section 8, Purchaser waives its right to revoke acceptance, it being the intent of the Parties that Purchaser's remedies for any nonconformity detected after acceptance shall be limited exclusively to those expressly provided in this Contract for breach of warranty.

9. Cancellation

If Purchaser cancels or modifies any purchase order or other acceptance of this Contract, in whole or in part, and unless otherwise agreed in writing, Seller may retain all payments received through the date of cancellation or modification as liquidated damages and not a penalty, and Purchaser shall further reimburse Seller for all applicable costs then incurred in performing under this Contract, including costs of purchased materials, engineering costs, tooling costs, development costs and a reasonable allowance for profit. Purchaser shall have no right to cancel a purchase order for Equipment made to Purchaser's custom specifications, custom-designed Equipment, specially manufactured Equipment, or other non-standard Equipment that cannot, in Seller's reasonable discretion, be resold ("Custom Order"). Without limiting the foregoing, Custom Orders shall become non-cancellable upon commencement of engineering work, procurement of materials, creation of tooling, or commencement of production. In the event Seller agrees to the cancellation of a Custom Order, Seller may charge, and Purchaser shall pay, all costs and charges incurred, including costs of purchased materials, engineering, design, development, tooling, manufacturing and assembly costs (including labor and overhead), shipping, receiving, storage, cancellation charges imposed by suppliers, and any additional costs incurred as a result of the cancellation. Any non-recurring engineering charges, design charges, development fees, tooling charges or similar charges incurred by Seller shall be non-refundable once incurred.

10. Intellectual Property Ownership

Seller retains all right, title and interest in and to all drawings, designs, specifications, prototypes, engineering work product, manufacturing methods, processes, know-how, software, test data, documentation and other intellectual property developed, created, conceived or utilized by Seller in connection with the Equipment or the performance of this Contract, including any modifications, enhancements and improvements thereto (collectively, "Seller Intellectual Property"). No ownership rights in any Seller Intellectual Property are transferred to Purchaser by virtue of the sale of Equipment, the performance of services, or the payment of engineering charges, tooling charges, development fees or similar amounts. Except as expressly provided herein, no license or other rights in any Seller Intellectual Property are granted to Purchaser by implication, estoppel or otherwise.

11. Intellectual Property Indemnity

(a) Subject to Section 11(c), Seller shall defend, indemnify and hold harmless Purchaser, its officers, employees, agents, successors and assigns, from and against all claims based on alleged infringement of a third party's patent, trademark, copyright or other proprietary rights arising out of the purchase of Equipment of Seller's own manufacture. Purchaser shall permit Seller to assume the full direction and control of the defense of such claim and shall provide, at Seller's expense, all reasonable authority, information and assistance requested by Seller in connection therewith.

(b) Seller may, in its sole discretion, notify Purchaser in writing that Seller chooses not to contest such claim of infringement, and shall have the right, at its own expense, either (i) to procure for Purchaser the right to continue using the Equipment without liability for infringement; (ii) to replace the Equipment with non-infringing Equipment that accomplishes substantially the same purpose as the replaced Equipment; (iii) to modify the Equipment so that it becomes non-infringing; or (iv) to remove the Equipment and refund to Purchaser the purchase price thereof. Purchaser's remedies for damages arising from such infringement or alleged infringement shall be exclusively limited to those set forth in this Section 11(b).

(c) Purchaser shall notify Seller in writing of any claim for indemnification under this Section 11 as soon as practicable and no later than thirty (30) days after receipt by Purchaser of notice of an indemnifiable claim. Purchaser's failure to provide such notice shall relieve Seller of its obligations under this Section 11.

(d) Notwithstanding the foregoing, and to the fullest extent permitted by law, Seller shall have no obligation under this Section 11, and Purchaser shall defend, indemnify and hold harmless Seller in the same manner set forth above, to the extent any claim arises out of or relates to: (i) the manufacture, sale or use of Equipment conforming to Purchaser's designs, drawings, specifications or instructions; (ii) Purchaser-provided components, materials, software or content; (iii) modifications to the Equipment made by or at the request of Purchaser; (iv) Purchaser's use of the Equipment in combination with any equipment, software, machine, process or method not supplied by Seller; (v) Purchaser's use of the Equipment for a particular application or purpose not expressly identified in the Quotation; or (vi) Purchaser's continued use of allegedly infringing Equipment after being notified of, or provided a remedy for, the alleged infringement.

12. Indemnification

Purchaser shall defend, indemnify and hold harmless Seller, its officers, directors, employees, agents, affiliates, successors and assigns, in the same manner set forth in Section 11(a), (b) and (c), from and against all claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) any injury, whether fatal or non-fatal, to any person, or any damage to the property of any person, incident to Purchaser's possession, use, installation, integration, resale, marketing or distribution of the Equipment; (ii) Purchaser's violation of applicable law; (iii) Purchaser's negligence, recklessness or willful misconduct; or (iv) Purchaser's breach of this Contract, except, in each case, to the extent arising directly from Seller's gross negligence or intentional misconduct.

13. Installation and Technical Services

Unless otherwise expressly stated in the Quotation, Purchaser shall be responsible for the installation, integration, testing and use of the Equipment and shall furnish all necessary supervision, labor, supplies and facilities. By mutual agreement, Seller may provide engineering support, technical assistance, installation guidance, troubleshooting assistance, training or other services. Unless otherwise agreed in writing, Purchaser shall reimburse Seller for Seller's then-current charges for such services, together with reasonable travel, lodging and related expenses incurred by Seller personnel. Any technical assistance, recommendations, specifications, drawings, application guidance or other information provided by Seller are based upon information supplied by Purchaser and Seller's experience with similar applications. Purchaser remains solely responsible for determining the suitability of the Equipment for Purchaser's intended application and for the installation, integration and operation of the Equipment within Purchaser's systems. Seller's provision of technical assistance or other services shall not expand Seller's warranties or create any additional warranty, guarantee or performance obligation not expressly set forth in this Contract. Any services performed by Seller under this Section shall be deemed accepted when performed. Seller may invoice Purchaser for such services and associated expenses as incurred, and payment shall be due in accordance with the payment terms set forth in this Contract.

14. Purchaser's Drawings and Specifications

Seller is furnishing only the Equipment specified in the Quotation and does not assume any responsibility for equipment, materials, products, systems or components not supplied by Seller, nor for the effect thereof on the overall operation, performance or safety of any system into which the Equipment may be incorporated. Seller shall be entitled to rely upon all drawings, specifications, requirements, performance criteria, designs, instructions and other information supplied by Purchaser. Any comments, recommendations, reviews or assistance provided by Seller regarding Purchaser's drawings, specifications or requirements are responsive only and shall not relieve Purchaser of responsibility therefor. Seller shall not be responsible for any defect, failure, regulatory issue, performance issue, incompatibility, or intellectual property infringement arising from or relating to Purchaser-provided drawings, specifications, designs, instructions, requirements or other information. The confidentiality of Purchaser's drawings and specifications shall be protected as provided in Section 20.

15. Seller Drawings and Engineering Data

Prints, drawings, specifications, molds, fixtures, models, data, prototypes or other materials representing Seller's application of the Equipment to the requirements of the Contract may be submitted for Purchaser's review or approval. Upon return of such materials within fifteen (15) working days, any requested changes necessary to correct Seller's misinterpretation of Purchaser's stated requirements will be made without additional charge. All other changes requested by Purchaser shall be subject to additional charges and corresponding adjustments to delivery schedules. Final drawings, specifications and engineering data may be furnished by Seller after completion of the applicable work, after which any Purchaser-requested changes shall be subject to additional charges and delivery considerations. All Seller drawings, engineering data and other Seller materials submitted for review or approval are considered Seller Intellectual Property and shall remain the property of Seller and are subject to the ownership provisions set forth in Section 10. Such materials may not be reproduced, disclosed, reverse engineered or distributed by Purchaser except as reasonably necessary to use the Equipment for its intended purpose and without Seller's prior written consent.

16. Design Changes

While Seller reserves the right, where practicable, to incorporate changes in design, materials or manufacturing methods that constitute improvements to the Equipment, Seller shall not be responsible for incorporating improvements developed after production of the Equipment has commenced. Any design changes requested by Purchaser after commencement of engineering, development or production shall be subject to Seller's written approval, additional charges and appropriate adjustments to delivery schedules. All designs, modifications, enhancements, improvements, developments and other engineering work product developed, conceived or implemented by Seller in connection with any design change shall constitute Seller Intellectual Property and shall be owned exclusively by Seller, subject to the ownership provisions set forth in Section 10. Purchaser hereby assigns to Seller any intellectual property rights Purchaser may acquire in any designs, modifications, enhancements, improvements, developments or other engineering work product developed, conceived or implemented by Seller in connection with any design change.

17. Delay

In the event of delay by Purchaser in furnishing complete information, approvals, specifications, drawings or other materials required for Seller's performance, delivery dates may be extended for a reasonable period depending upon production schedules and manufacturing conditions, and Seller shall be reimbursed by Purchaser for the costs and expenses resulting from such delay. Seller shall not be responsible for de minimis or excusable delays in performance, nor shall Purchaser refuse to accept delivery on account of such delays.

18. Force Majeure

Seller shall not be liable for any delay, failure to perform, suspension of performance or inability to perform resulting, directly or indirectly, from causes beyond Seller's reasonable control. Such causes include, without limitation, accidents, pandemics, epidemics, labor shortages, strikes or other labor disputes, fire, flood or other casualty, acts of God, war, terrorism, civil unrest, governmental actions, governmental controls, import or export restrictions, tariffs, trade restrictions, transportation delays, utility interruptions, cyberattacks, supply chain disruptions, shortages of labor, materials or components, delays of suppliers or subcontractors, and any other cause beyond Seller's reasonable control. Upon the occurrence of any such event, Seller's affected obligations shall be suspended for the duration of the event and for such additional period as may be reasonably necessary to overcome its effects. Seller's time for performance shall be extended accordingly, and Seller shall not be deemed in breach of this Contract or otherwise liable to Purchaser by reason of any such delay, failure, suspension or inability to perform.

19. Software License

To the extent any software, firmware, embedded code, documentation or other software-related materials (collectively, "Software") are provided by Seller in connection with the Equipment, Seller grants Purchaser a limited, non-exclusive, non-transferable, non-sublicensable license to use such Software solely as incorporated in, or solely in connection with, the Equipment and solely for Purchaser's internal business purposes. Except as expressly permitted by applicable law, Purchaser shall not, and shall not permit any third party to, copy, modify, distribute, sublicense, transfer, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any Software. All Software and all intellectual property rights therein shall remain the exclusive property of Seller or its licensors. Except for the limited license expressly granted in this Section, no rights or licenses are granted to Purchaser by implication, estoppel or otherwise.

20. Confidentiality

Each Party shall maintain in confidence all proprietary or confidential information furnished by the other Party relating to the Equipment or the performance of this Contract, including, without limitation, computer software, engineering drawings, specifications, designs, manufacturing methods, test data, technical information, business information, pricing, quotations and other product or process information (collectively, "Confidential Information"), and shall not use such Confidential Information except as necessary to perform its obligations under, or exercise its rights pursuant to, this Contract. The obligations set forth in this Section shall continue for a period of five (5) years following disclosure; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations shall continue for so long as such information remains entitled to trade secret protection. The foregoing obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was lawfully known to the receiving Party without restriction prior to disclosure by the disclosing Party; (c) is lawfully obtained by the receiving Party from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

21. Termination; Survival

Either Party may terminate a purchase order or other Contract entered into hereunder upon written notice if the other Party materially breaches its obligations under such Contract and fails to cure such breach within thirty (30) days after receipt of written notice thereof. In addition, if either Party petitions for relief under state or federal bankruptcy laws, if any involuntary bankruptcy petition is filed against such Party and is not dismissed within sixty (60) days, if such Party is adjudicated bankrupt or insolvent, if a receiver is appointed for its business or assets, if such Party makes an assignment for the benefit of creditors, or if Purchaser defaults in the payment of any amount due to Seller, then the non-defaulting Party may, without further notice, immediately terminate any outstanding Contract. Any termination shall be without prejudice to any rights or remedies available to either Party under the Contract, the Uniform Commercial Code or applicable law. Without limiting the foregoing, Seller's exercise of any rights with respect to its security interest in the Equipment, including repossession of Equipment not paid for in full, shall be without prejudice to any other rights or remedies available to Seller. Obligations to pay amounts accrued prior to termination shall survive termination. In addition, all provisions of this Contract which by their nature should survive termination or expiration, including without limitation provisions relating to payment obligations, warranties and warranty limitations, limitations of liability, indemnification, intellectual property, confidentiality, governing law and dispute resolution, shall survive such termination or expiration.

22. Assignment

Purchaser may not assign any of its rights or obligations under this Contract without the prior written consent of Seller. Seller may assign this Contract, in whole or in part, without Purchaser's consent. This Contract shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

23. Governing Law and Venue

This Contract shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. The Parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois, for the resolution of any dispute, claim or controversy arising out of or relating to this Contract, the Equipment or the transactions contemplated hereby. Purchaser hereby waives any objection based upon lack of personal jurisdiction, improper venue or forum non conveniens and agrees not to commence any action arising out of or relating to this Contract except in such courts.

24. Full Understanding

Each Party confirms that it has the necessary experience and knowledge to enter into and evaluate the Quotation and these Terms and Conditions. The Parties hereby expressly agree and acknowledge that: (a) the Contract does not constitute an adhesion agreement, (b) they have received legal advice of their choosing in relation to the Contract, and (c) they have had the opportunity to negotiate and agreed upon all provisions of this Contract and such provisions do not constitute either standard provisions or unusual provisions. Purchaser hereby expressly acknowledges that it has read, understood and accepted each and every provision of these Terms and Conditions.