Conditions of Sale
1. Prices: Prices for the equipment sold (the "Goods") are F.O.B. point of origin unless otherwise specified by Seller in writing. Any taxes are in addition to the prices and shall be paid by Buyer.

2. Offer and Acceptance: Seller's quotation to Buyer shall constitute an invitation for an offer by Buyer, open for a period of thirty (30) days from the date thereof (unless otherwise specified by Seller in writing) but subject, nonetheless, to change by Seller during such thirty (30) day period. SELLER'S ACCEPTANCE OF ANY OFFER MADE BY BUYER SHALL BE EXPRESSLY CONDITIONAL ON BUYER'S ASSENT TO THESE CONDITIONS OF SALE. If Seller's quotation to Buyer is deemed to be an offer made by Seller to Buyer to sell the Goods as specified herein, Buyer's acceptance of such offer shall be expressly limited to Buyer's acceptance of these Conditions of Sale and Seller hereby objects to and rejects any terms contained in any of Buyer's documents which are in addition to or in conflict with any of these Conditions of Sale. Buyer acknowledges receipt of these Conditions of Sale prior to placing an order with Seller and expressly represents and affirms unto Seller that Buyer has read, understands and accepts Seller's Conditions of Sale as herein set forth.

3. Changes and Cancellations: All orders accepted by Seller shall be firm and no changes or cancellation shall be allowed without the mutual written consent of Buyer and Seller. If Buyer attempts to cancel or repudiate an order previously accepted by Seller, all work on the order or part thereof cancelled or repudiated will be stopped as promptly as is reasonably possible and Buyer will pay Seller a cancellation charge as reasonable and liquidated damages. For completed Goods, the cancellation charge will be equal to the price specified for such Goods in the cancelled or repudiated order. Except for Goods specially manufactured, the cancellation charge for Goods not completed will be equal to 120% of the full cost of their production as determined by Seller, less a credit for the balance of the material as scrap. The cancellation charge for Goods specially manufactured will be equal to the price specified for such specially manufactured Goods in the cancelled or repudiated order regardless of whether such specially manufactured Goods are completed or not. The cancellation charge shall include burden and overhead costs incurred by Seller or by any of Seller's affiliates.

4. Specially Manufactured Goods: Seller's quotation, acceptance and performance of any order for Goods specially manufactured to Buyer's specifications assume timely receipt of all required information.

5. Delivery: The shipping schedule is Seller's current estimate of delivery dates and Seller agrees to use reasonable efforts to comply with such schedule. Buyer's acceptance of delivery of the Goods from the carrier shall constitute a waiver of any claim for delay. Delivery dates are specified only as Seller's best estimate from the date of final order, based on complete drawings, specifications and other information required to be furnished by Buyer. Title to the Goods passes to Buyer upon Buyer's signing of a Delivery Certificate. Buyer agrees to sign the Delivery Certificate tendered by Seller, or promptly give Seller in writing its objections thereto. Buyer agrees to promptly sign said Delivery Certificate when Seller has reasonably satisfied Buyer's written objections. If Buyer does not promptly sign a Delivery Certificate, Buyer shall be deemed to have refused delivery of the Goods and Seller, in addition to any other remedies available herein (in law or equity) shall be entitled at any time to immediately remove the goods from their then location and to retain the same. If Buyer fails to take delivery promptly, Seller shall not be deemed responsible for the eventual delivery of the Goods unto buyer. Risk of loss shall pass to Buyer upon Seller's putting the Goods in the possession of the carrier. Seller shall not be responsible for the storage, protection or insurance of the Goods after the risk of loss passes to Buyer. Until the Goods are fully paid for, Buyer agrees to keep the Goods fully insured against all losses. Buyer may obtain a delay in scheduled shipment by notifying the Seller in writing of the revised shipping date and paying Seller a delayed shipment fee equal to 2% of the price per month for each month, or part thereof, that the revised shipping date exceeds the original scheduled shipping date hereunder.

6. Force Majeure: Seller is not responsible for any delay or failure in shipment, transportation or delivery due to or arising from shortage of raw materials, fires, strikes, lockout, labor troubles of any kind, floods, droughts, severe weather, earthquakes, civil commotions, accidents, acts of God, insurrections, war or consequences of war, breakdown of machinery, embargoes, perils of the sea, railroad embargoes, governmental acts, restrictions, or failure of sub-suppliers to deliver, suspension of shipping facilities, acts of omission, commission, negligence or default of any carrier or any other contingencies of whatsoever nature beyond Seller's reasonable control or any other unavoidable causes.

7. Payments: All terms of payment shall be as specified by Seller in writing and shall be made in good funds (U.S. Dollars) without set off or deduction. If the Goods are ready for shipment on or after the scheduled shipping date and the Goods cannot be shipped because of Buyer's request for delayed shipping, or for any other reason beyond Seller's reasonable control, payment shall be made upon notification to Buyer that the Goods are ready for shipment or as otherwise specified by Seller in writing. Seller may decline at any time either to accept an order or to ship the same, until Seller has received payment. Unpaid balances shall bear interest from the due date at the rate of 1.5% per month not to exceed the applicable legal rate. Seller reserves, and Buyer hereby grants to Seller, a purchase money security interest in the Goods, all additions, attachments, accessions, parts, replacements, substitutions and renewals thereof, wherever situated, and the proceeds and products of all of the foregoing (the "Collateral") to secure payment of any and all indebtedness of Buyer to Seller, including the purchase price and the performance of all obligations of Buyer herein. The parties intend for the Agreement (as defined in Paragraph 15(a) ) to constitute a security agreement under the Uniform Commercial Code. Until the full amount owed to the Seller by Buyer is paid, the Collateral shall remain at the place of delivery, shall not be relocated, shall be insured against all losses in an amount not less than the purchase price (with Seller as a named insured) shall be properly maintained, and shall be accessible at all reasonable time for inspection by Seller or Seller's agents on the premises where the Collateral is located. Buyer shall reimburse Seller for all expenses, including reasonable attorney fees and legal expenses, incurred by Seller in seeking to collect any amounts owed to Seller from Buyer, in defending the priority of Seller's security interest in the Collateral, or in pursuing any of the Seller's rights or remedies hereunder. Upon request, Buyer will execute a financing statement (UCC-1) or other documents evidencing Seller's security interest in the Collateral. A carbon, photographic or other reproduction of the Agreement shall be sufficient as a financing statement under the Uniform Commercial Code and may be filed by the Seller as such in any filing office.

8. Specifications & Drawings: Specifications, statements, drawings and descriptions regarding weights, dimensions, rate of speed and / or capacity and other details supplied by Seller are approximate and descriptive only and not intended or designed as warranties. After Buyer's order has been accepted by Seller one set of accurate outline drawings will be supplied to Buyer free of charge on request. Seller retains the right of ownership of copyright in respect to all drawings. No drawings may be made available unto any third parties whomsoever without Seller's prior written consent.

9. Limited Warranty: Seller warrants that the Goods shall be free from defects in material and workmanship for a period of twelve (12) months from the date of start-up or eighteen (18) months from the date the Goods are delivered to Buyer, whichever occurs first. This warranty is contingent upon the following: that Seller promptly receives written notice of any defect; that Buyer establishes that the Goods have been properly installed, maintained and operated within the limits of related and normal usage as specified by Seller; and that upon Seller's request, Buyer will return to Seller at Buyer's expense any defective Goods or parts thereof. If Buyer, after delivery, shall modify, alter, substitute or change any of the Goods acquired from Seller, then Seller's warranty with respect thereto shall be null and void and of no force and effect whatsoever. This Warranty of Seller does not extend to: (i) damage caused by corrosion; (ii) damage to parts subject to wear, including but not limited to, defects in motors, controls, timers or valves; (iii) damage caused by Buyer's improper selection of materials of construction; (iv) damage caused by Buyer's failure to provide a suitable installation environment for the Goods; (v) damage caused by the use of the Goods for purpose other than those for which they were designed; (vi) damage caused by disasters such as fire, flood, wind and lightening; (vii) damage during shipment; and (viii) parts or components not manufactured by MGS Mfg. Group, Inc. (but any manufacturer's warranties of such accessory equipment will be passed through Seller to Buyer). The conditions of actual production in each end user's plant vary considerably. Therefore, description of the production or performance capabilities of the Goods are estimates only and are not warranted.

10. Warranty Disclaimer: The warranties set forth in these conditions of sale are in lieu of all other warranties, expressed or implied, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose.

11. Exclusive Remedy: Buyer agrees that Buyer's sole and exclusive remedy against Seller with respect to any claim of any kind relating to the Goods shall be limited to the repair and / or replacement of nonconforming or defective Goods, F.O.B. Seller's plant. This Exclusive Remedy shall not be deemed to have failed of its essential purpose provided Seller is willing and able to repair and / or replace the nonconforming or defective Goods.

12. Limitation on Liability: Buyer assumes all risk and liability arising from, growing out of or connected with the operation and / or use of any and all of the Goods and Buyer shall be deemed exclusively responsible for the proper and safe operation of the Goods within the normal range of specifications of operations for which the Goods have been designed and sold by Seller. Buyer agrees that Seller shall not be liable for any loss, damage or injury resulting from delay in delivering or installation of the Goods. The maximum liability, if any, of Seller for all damages, including without limitation contract damages and damages for injuries to persons or property, whether arising from Seller's breach of the Agreement (as defined in paragraph 15 (a)), breach of any warranty, negligence, strict liability or other tort, shall be limited to an amount not to exceed the sum of all payments (without interest thereon) made by Buyer to Seller with respect to the Goods at issue in the dispute. In no event shall Seller or any affiliate of Seller be liable for incidental, consequential or special damages, including without limitation, lost revenues and profits or claims arising from contracts between Buyer and its customers or suppliers, even if Seller has been advised of the possibility of such damages.

13. Limitation of Period to Commence Action: Any action brought by Buyer against Seller relating to the Goods, including without limitation any action for breach of the Agreement (as defined in paragraph 15(a)) or breach of any warranty, must be commenced within two (2) years following the date the Goods at issue are delivered to Buyer.

14. Indemnification: Buyer agrees to protect, defend, indemnify, and save Seller harmless from any and all expenses, attorney's fees, claims, demands or causes of action relating to any alleged infringement of a U.S. or foreign patent arising out of:

Seller's compliance with Buyer's specifications for specially manufactured Goods sold by Seller to Buyer to meet Buyer's particular needs (and not a part of Seller's standard line offered to the industry generally); or

a. Buyer's use of any of the Goods.


a. Entire Agreement. Seller and Buyer expressly stipulate and agree that Seller's quotation to Buyer, Buyer's purchase order to Seller (excluding any terms which are in addition to or in conflict with these Conditions of Sale), Seller's Order Confirmation, and these Conditions of Sale, all in writing, shall constitute the entire agreement and understanding between Buyer and Seller relating to this transaction (collectively, the "Agreement") and that there are no other agreements or understandings, expressed or implied, verbal or written, between them concerning the same.

b. Modification. No modification of the Agreement shall be effective unless made in writing and signed by both parties.

c. Severability. If a provision of the Agreement is held to be invalid or unenforceable, the Agreement shall continue in full force and effect and shall be construed as if the invalid or unenforceable provision was omitted.

d. Waiver. No waiver of any breach of the Agreement shall be construed as a waiver of any prior, concurrent or subsequent breach hereof.

e. Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

f. Arbitration. Any controversy or claim, legal or equitable, arising out of or relating to the Agreement, or the breach thereof, shall be settled by an arbitration procedure agreed to by the parties, or absent such an agreed arbitration procedure, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration proceeding shall take place and the arbitration award shall be given in writing in Washington County, Wisconsin unless the parties agree otherwise.

g. Assignment. Neither the Agreement nor any rights or benefits hereunder are assignable by Buyer without the prior written consent of Seller. Any such prohibited assignment shall be null and void.

h. Attorney's Fees. In the event that Seller is the prevailing party in any action, proceeding or arbitration between Buyer and Seller concerning the interpretation and / or enforcement of any of the terms or provisions of the Agreement, Buyer shall be liable to Seller for all costs, including reasonable attorney's fees, incurred by Seller with respect to such action, proceeding or arbitration.