About Grayhill \ Terms & Conditions                                                                                                                                                                                                                            
Quotations

1) This Quotation is for informational purposes only and is subject to change or withdrawal without notice. Your order will constitute an offer in accordance with the terms and conditions herein stated and such offer, upon acknowledgement by Seller on its Sales Order Acknowledgement Form or acceptance at LaGrange, Illinois, will constitute an agreement between us. Your oder after such acceptance by us will not be subject to cancellation, change or reduction in amount, or suspension by you of deliveries, unless prior to such action you have obtained our written consent.

2) Any of the terms and provisions of Buyer's order which are inconsistent with these conditions of sale or the Terms and Conditions stated in the Seller's Acknowledgement of Buyer's offer shall not be binding on this Seller. No waiver, alteration or modification of any of the provisions on either side of this Quotation shall be binding unless in writing and signed by an executive officer of the Seller.

3) Prices are based upon continuous production in uninterrupted runs of the quantity specified. The price for smaller runs shall be subject to a reasonable increase in price at Seller's discretion. Orders for other than standard catalog items are accepted on the basis of the Buyer accepting and paying for ten (10%) percent more or less than the quantity specified herein. Quantity prices are based on the shipment of the entire quantity within any given ninety (90) day period.

4) Unless otherwise stated, Seller's prices do not include sales, use excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or similar tax applicable to the sales of the products hereunder shall be paid by Buyer, or in lieu thereof, Buyer shall provide Seller with a tax exemption certificate acceptable to the taxing authorities.

5) On goods fabricated, manufactured or produced to individual customer requirements, drawings, specifications or design, Seller reserves the right to fabricate, manufacture or products the entire quantity ordered in one production run, unless shipments will be made in accordance with Buyer's requested schedule. In the even of cancellaton or such non-standard goods, any raw material components, sub-assemblies or finished assemblies on quantities equivalent to the full production run for the entire quantity ordered plus normal overrun shall be as part of applicable cancellation charges.

6) Seller reserves the right to change prices on goods schedules for delivery to Buyer later than ninety (90) days following the date of acceptance of the order therefore, including any installment of goods to be delivered even though a prior installment was delivered within the said ninety (90) day period. Seller hereby agrees that any such increase in price under this paragraph shall be based upon the increase in the cost of material or labor incurred by the Seller.

7) All prices unless otherwise stated are net with balance due 30 days from date of invoice.

8) Unless otherwise stated herein, all prices are F.O.B. Seller's Plant. Method of delivery and routing shall be at Seller's discretion unless specifically designated by Buyer. Nothwithstanding any agreement to pay freight, delivery of goods purchased hereunder to a common carrier or licensed trucker shall constitute delivery to Buyer, and all risk of loss or damage in transit shall be borne by Buyer.

9) It is understood that every effort will be made to deliver product in accordance with Seller's regular production schedule. Seller shall not be liable for failure to deliver or delays in delivery occasioned by strikes, lock-outs, inability to obtain materials or shipping space, breakdowns, delays of carriers or suppliers, governmental acts and regulations, acts of Godand other causes beyond Seller's control, nor shall same be cause for cancellation of any order. Seller shall not be liable for any damages resulting from delays in delivery. Delivery shall be deemed timely if made within ten (10) working days of the scheduled delivery date.

10) Seller reserves the right, at any time, to revoke any credit extended to Buyer because of Buyer's failure to pay for goods when due or for any other reason deemed good and sufficient by Seller, and in such event, all subsequent payments shall be made in advance of shipment or on delivery at Seller's discretion.

11) Seller reserves the right to make delivery in installments unless otherwise expressly stated herein. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of an installment shall not relieve Buyer of its obligations to accept remaining deliveries.

12) Seller warrants the goods sold will conform with all pertinent specifications including performance specifications, drawings, and approved sample, if furnished. Seller also warrants said goods to be free of defective material and workmanship, but unless agreed to by Seller in writing. Seller will not inspect one hundred (100%) percent of all goods delivered to Buyer. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. SELLER MAKES NO WARRANTY THAT SAID GOODS ARE FIT FOR ANY PARTICULAR PURPOSE, NOT ANY WARRANTY AS TO THE MERCHANTABILITY OR QUALITY OF GOODS SOLD EXCEPT AS HEREIN STATED. All claims for alleged defects in goods under this warranty shall be deemed waived unless made in writing and delivered to Seller within thirty (30) days after date of shipment, and on any such claims the Seller has the option of inspecting the goods claimed defective at Buyer's place of business or having them reshipped to Seller for inspection. This warranty shall not apply where goods have been subject to misuse, neglect, accident, improper application or have been repaired or substantially altered by others. Transportation charges covering returned goods shall be borne by Seller only when said goods are determined by Seller to be defective and covered by the warranty. No returns will be accepted unless authorized by Seller in writing.

13) SELLER'S LIABILITY SHALL BE LIMITED TO SELLER'S STATED SELLING PRICE PER UNIT OF ANY DEFECTIVE GOODS AND SHALL IN NO EVENT, INCLUDE BUYER'S MANUFACTURING COSTS, LOSS OF PROFITS OR GOODWILL, OR ANY OTHER SPECIAL OR CONSEQUENTIAL DAMAGES. SELLER MAY AT ITS DISCRETION REPAIR AND/OR REPLACE, OR AT ITS OPTION, ISSUE THE BUYER CREDIT FOR SUCH DEFECTIVE GOODS RETURNED BY THE BUYER.

14) Buyer shall indemnify, defend and hold Seller harmless from and against all claims, suits, judgements, costs, losses, expenses (including attorney's fees) and liabilities from infringement (actual or claimed) of patents, copyrights or trademarks arising from compliance with Buyer's design, specifications or instructions and the fulfillment of Buyer's order.

15) Unless otherwise agreed specifically in writing, all tools, dies, molds, jigs or fixtures made or furnished by Seller shall remain Seller's property, whether or not the cost thereof has, in any way, been paid by Buyer. If any of the above items used by Seller in connection with this contract are Buyer's property, they shall be held at Buyer's risk and Seller shall not be responsible or liable for damage thereto or loss or destruction thereof; and Buyer agrees that Seller shall have a lien thereon while in Seller's possession to secure all indebtness whatsoever due from Buyer to Seller, which lien may be enforced by sale or court action. Seller's assertion of such lien shall not constitute a default under this Agreement.

16) Except as otherwise stated, any contract between Buyer and Seller shall be non-cancellable except with the written consent of Seller. In the event of cancellation, Buyer shall pay Seller, at Seller's option, the following as liquidated damages:

(a) Invoice price of all goods which have been identified to the contract, whether such articles have been delivered to Buyer, or not.

(b) Actual costs incurred by Seller for goods not completed, which are allocable to the balance of the contract, including the cost of discharging Seller's liabilities which are so applicable, and the costs of materials on hand which were acquired or produced in connection with this order, plus a reasonable allowance for profit in connection with partially finished work and materials.

(c) A reasonable allowance for profit in connection with goods called for under the contract, but with respect to which production has not yet begun at the time of the cancellation.

(d) Reasonable costs incurred by Seller inducing accountants' and attorneys' fees, if any, for making termination settlement hereunder.

17) Seller shall not be responsible or liable for damage to or loss or destruction of drawings, artwork, samples or other items provided by Buyer or prepared by Seller at Buyer's expense, not called for within thirty (30) days after the completion of the order for which they are used.

18) The remedies herein reserved by Seller shall be cumulative and in addition to any other legal remedies. No waiver of a breach of any portion of this contract shall constitute a waiver of continuing breach of such provision or of any other provision hereof.

19) Claims for shortages in shipment must be made within ten (10) days of receipt by Buyer or shall be deemed waived.

20) Any Contract, including the terms and conditions of Seller's Acknowledgement of Buyer's order, constitutes the entire agreement of the parties, and shall not be assignable by Buyer voluntarily or by operation of law or otherwise without Seller's consent.

21) Any contract between the parties shall be governed by and shall be construed according to the laws of the State of Illinois.

22) Anything herein to the contrary notwithstanding, any action for alleged breach by Seller of a contract between the parties, including, but not limited to an action for breach of the warranties herein set forth, shall be barred unless commenced by Buyer within thirty (30) days from the date of the occurrence giving rise to such cause of action.

23) Stenographic or clerical errors are subject to corrections.