Terms and Conditions of Sale

This document is an offer by CHASE COOLING SYSTEMS LLC of Washington, PA to supply the products, equipment and/or parts that are identified in this document (“Equipment”) to the purchaser identified in this document (“Purchaser”) in accordance with these terms and conditions of sale (“Terms and Conditions”), is not an acceptance or confirmation of any offer made by Purchaser, and is expressly made conditional on Purchaser’s assent to these terms and conditions. CHASE COOLING SYSTEMS LLC objects to any additional or different terms or conditions in any request for quotation, request for proposal, purchase order or other document or communication previously or hereafter provided by Purchaser to CHASE COOLING SYSTEMS LLC. No such additional or different terms or conditions will be of any force or effect, unless specifically agreed to by an executive officer of CHASE COOLING SYSTEMS LLC in writing. These Terms and Conditions and the additional terms contained in this document, as supplemented by agreed-upon prices, quantities and shipping dates (collectively, the “Agreement”) shall be the entire agreement between CHASE COOLING SYSTEMS LLC and Purchaser on the subject of the transactions described herein; and there are no conditions to this Agreement that are not expressed herein.

Unless otherwise provided in this document, all Equipment will be delivered F.O.B shipping point. In the event that scheduled delivery of Equipment is delayed by Purchaser, CHASE COOLING SYSTEMS LLC may store such Equipment for the account of and at the risk of Purchaser. CHASE COOLING SYSTEMS LLC guarantees no delivery dates, as such dates are estimates only, and reserves the right to make delivery in installments in order to fill an order. Delay in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries. CHASE COOLING SYSTEMS LLC shall not be liable for any losses or damages as a result of any delay or failure to deliver due to any cause beyond CHASE COOLING SYSTEMS LLCs’ reasonable control, including but not limited to any act of God, act of Purchaser, embargo or other government act, regulation or request, fire, flood, hurricane, accident, strike, slowdown, war, act of terrorism, riot, delay in transportation, equipment failure, or 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 because of the delay. Purchaser’s exclusive remedy for other delays and for CHASE COOLING SYSTEMS LLCs’ inability to deliver for any reason shall be rescission of the underlying order.

Risk of loss or damage shall pass from CHASE COOLING SYSTEMS LLC to Purchaser, and delivery shall be deemed to be complete, upon delivery by CHASE COOLING SYSTEMS LLC to a private or common carrier, or upon moving into storage, whichever occurs first. Notwithstanding the foregoing provision, the Equipment sold shall remain the sole and exclusive property of CHASE COOLING SYSTEMS LLC and shall remain personal property, regardless of mode of attachment to realty or other property, until full and final payment has been made therefore. Purchaser agrees to execute any security agreements and financing statements or other commercially acceptable document and to perform all acts that may be necessary to perfect and assure retention of title to such equipment by CHASE COOLING SYSTEMS LLC. Purchaser agrees to do upon request all things and acts necessary or desirable to adequately insure the Equipment against loss or damage, including without limitation obtaining and maintaining casualty insurance policies that are acceptable to CHASE COOLING SYSTEMS LLC and naming CHASE COOLING SYSTEMS LLC as an additional insured under such insurance policies. Neither party may assign or transfer this Agreement without the prior written consent of the other party.

All invoices shall be paid within thirty (30) days after shipment. Credit terms may be changed or withdrawn at any time at the sole discretion of Seller. If Purchaser fails to pay any invoice when due or, if, in the judgment of CHASE COOLING SYSTEMS LLC, the financial condition of Purchaser at any time prior to shipment does not justify the extension of credit, then CHASE COOLING SYSTEMS LLC may require payment in advance or otherwise modify the payment terms upon notice to Purchaser. All delays occasioned by acts of Purchaser shall be at the expense of Purchaser. CHASE COOLING SYSTEMS LLC reserves the right to assess reasonable charges for its expenses resulting from such delays. All shipments shall be separately invoiced and paid for without regard to subsequent deliveries. Interest at the rate of one and one-half percent (1 ½%) per month or at the highest rate allowed by law, whichever is less, shall be charged to all overdue accounts. Purchaser will reimburse CHASE COOLING SYSTEMS LLC for all costs and expenses (including attorneys’ fees and the costs of bringing any action) incurred in collecting any amounts past due.

Equipment and parts are covered by the warranty of the manufacturer(s). Used Equipment (if any) is sold AS IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

SELLER warrants that the Products sold to Purchaser will be free from defects in material or workmanship for a period of twelve (12) months from date of delivery. SELLER’s sole obligation for any nonconforming Products shall be to repair, or in its sole discretion, replace, any Products found by SELLER to have been defective at the time of delivery if (i) Purchaser sets forth in writing to SELLER information describing the defective Product, including the type of Product, invoice number, shipment date, installation date and the product into which Product was installed, and a full description of any defect, sufficient for SELLER to determine if Product is defective and (ii) such Product is returned (at Purchaser’s expense and risk) and received by SELLER within fifteen (15) days after this Limited Warranty Expires. Failure to comply with these requirements shall nullify and void this warranty. SELLER shall have a reasonable time to make repairs or replace a defective Product Specifications, limitations, and recommended applications and uses for Products may be established by SELLER from time to time. Only those specifications, limitations and recommended applications and uses expressly identified as such by SELLER shall be binding upon SELLER. Samples, descriptions, representations, and other information concerning Products contained in SELLER’s catalogs, advertisements, or other promotional materials or statements or representations made by SELLER’s employees or sales representatives are for general informational purposes only and are not binding upon SELLER. No employee, agent or sales representative of SELLER shall have any authority whatsoever to alter, expand, or otherwise modify this Limited Warranty or SELLER’S products specifications, limitations, or recommended applications without SELLER giving its prior express written consent to Purchaser. This Limited Warranty does not cover normal maintenance or items consumed during normal operation, normal wear and tear, use under circumstances exceeding specifications, abuse, unauthorized repair or alteration, lack of proper maintenance or damage caused by natural causes such as fire, storm, or flood. Except as otherwise provided, SELLER shall not be liable for transportation, labor or other charges for adjustments, repairs, replacements, installation, or other work which may be done upon or in connection with the Products sold. This warranty covers only standard catalog items. This Limited Warranty is Purchaser’s exclusive remedy. It shall not be deemed to have failed of its essential purpose so long as SELLER is willing and able to repair or replace defective Products in the manner specified. Except as herein provided, SELLER shall not be liable to Purchaser in any manner with respect to the Products. In no event shall SELLER’s liability to Purchaser ever exceed the purchase price of the allegedly defective Product. EXCEPT AS EXPRESSLY PROVIDED IN THIS LIMTED WARRANTY, SELLER DISCLAIMS ALL WARRANTIES AND PREPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE PRODUCTS, INCLUDING ALL REPRESENTATIONS AND WARRANTIES (A) AS TO THE DESIGN, QUALITY OR CONDITION OF THE PRODUCTS; (B) AS TO THE MATERIAL, EQUIPMENT OR WORKSMANSHIP IN THE PRODUCTS; (C) AS TO THE MECHANTABILITY OR FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE; (D) AS TO THE SUITABILITY OF THE PRODUCTS FOR PURCHASER’S PURPOSES OR THE IMPACT OF THE PRODUCTS ON PURCHASE’S OPERATIONS. SELLER MAKES NO WARRANTIES OR GUARANTIES REGARDING THE PRODUCTION OR PERFORMANCE PURCHASER OR ANY OTHER PERSON OR ENTITY MAY OBTAIN FROM THE PRODUCTS.

CHASE COOLING SYSTEMS LLC’s liability, with respect to equipment sold here under, shall be limited to the manufacturer’s warranty. These terms and conditions and, with respect to any breach of its contract with purchaser, shall be limited to the contract price of equipment that is the subject of the breach. In no event shall CHASE COOLING SYSTEMS LLC be liable for special, indirect, incidental, consequential, or punitive damages. Expenses incurred by purchaser, purchaser’s customers or any third party, whether arising from breach of contract, warranty, negligence, strict liability, or other theories of law or equity, including but not limited to loss of profits or revenue, loss of use of equipment or any associated equipment, cost of capital, cost of substitute facilities or services, downtime costs or claims of customers or purchaser for service interruption, or any other types of economic loss, whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability or otherwise.

Purchaser is solely responsible for proper selection and application of Products, as well as the incorporation of Products into other equipment or products. Purchaser agrees that it will use and apply Products only for their intended uses and according to specifications and limitations established by SELLER from time to time. Purchaser shall indemnify and hold SELLER harmless from and against any and all damages, claims, or expenses (including reasonable attorneys’ fees) arising out of or relating to improper selection, application, use or incorporation of Products or abuse of Products.

Purchaser shall, at its expense, indemnify and hold SELLER harmless from and against any claim liability, expense (including reasonable attorneys’ fees) or loss resulting from any infringement of any patent, trademark , copyright or other property interest of a third party arising out of SELLER’s compliance with any of Purchaser’s designs, specifications, or instructions. If SELLER requests, Purchaser shall defend SELLER at Purchaser’s expense, in any suit brought against SELLER alleging such infringement, provided that SELLER gives Purchaser prompt notice of such suit, and SELLER gives Purchaser information reasonably requested by Purchaser relating to such suit, and gives reasonable assistance, at Purchaser’s expense, to Purchaser with such suit.

All prices are quoted and payable in U.S. dollars. Quoted prices shall remain open for thirty (30) days’ acceptance only. All orders are subject to acceptance by an authorized representative at CHASE COOLING SYSTEMS LLC headquarters in Washington, PA. The prices quoted do not include any taxes. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transactions between CHASE COOLING SYSTEMS LLC and Purchaser shall be paid by Purchaser in addition to the prices quoted or invoiced. In the event CHASE COOLING SYSTEMS LLC is required to pay any such taxes or other charges, Purchaser shall reimburse CHASE COOLING SYSTEMS LLC therefore on demand.

Any design, manufacturing drawings or other information or materials submitted to Purchaser shall remain the sole and exclusive property of CHASE COOLING SYSTEMS LLC and shall not be copied or communicated to any third party without the express prior written consent of CHASE COOLING SYSTEMS LLC.  Immediately upon termination of this Agreement, all such designs, drawings, information and materials, together with any and all copies thereof, shall be returned to CHASE COOLING SYSTEMS LLC.

Since the compliance with the various federal, state and local laws and regulations concerning occupational health and safety and pollution are affected by the use and operation of Equipment and other matters over which CHASE COOLING SYSTEMS LLC has no control, CHASE COOLING SYSTEMS LLC assumes no responsibility for compliance with those laws and regulations whether by way of indemnity, warranty or otherwise.

The rights and obligations of CHASE COOLING SYSTEMS LLC and Purchaser shall be governed by the laws of the Commonwealth of Pennsylvania (without reference to principles of conflicts of laws). If any provisions herein shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity of the remainder of the provisions herein. No accepted offer may be cancelled or altered by Purchaser except upon terms and conditions accepted by an executive officer of CHASE COOLING SYSTEMS LLC in writing, and no changes to this document will be binding unless set forth in writing and manually signed by an executive officer of CHASE COOLING SYSTEMS LLC.

The provisions contained in the document(s) attached hereto are incorporated into these Terms and Conditions of Sale by reference. Purchaser and SELLER acknowledge that these Terms and Conditions of Sale, together with SELLER’s invoice, constitute the entire agreement between the Purchaser and SELLER with regard to the Products and supersede all prior oral or written statements of any kind made by the parties or their representatives. These Terms and Conditions of Sale may not be amended, modified or supplemented except by written agreement executed by the Purchaser and SELLER. The provisions of these Terms and Conditions of Sale and SELLER’s invoice are severable and the invalidity or enforceability of one provision shall not affect the validity or enforceability of any other provision.