C.C. Dickson Terms Of Sale

C.C. DICKSON COMPANY TERMS AND CONDITIONS OF SALE

1. Terms; Price; Payment. Buyer's purchase of goods, equipment or parts (collectively, "Goods") or services from C.C. Dickson Company (Dickson) shall be governed solely by these Terms and Conditions of Sale and the terms in Dicksons invoice (collectively, "Terms"). No term of any purchase order or other document issued by Buyer, other than Buyer's acceptance of these Terms, shall become a part of the agreement between the parties or bind Dickson. Dickson's sale of the Goods or services is expressly conditioned on Buyer's acceptance of these Terms, and Dickson objects to all different and additional terms in Buyer's purchase order and other documents. The purchase price of the Goods and services is specified in Dickson's invoice; provided that if delivery occurs more than 30 days after the invoice date, Dickson reserves the right to increase the price to its current list price as of the delivery date. The purchase price does not include any sales, use, revenue, excise or other taxes or governmental charges. If Dickson is required to collect those taxes or charges, Dickson will add them to the purchase price and invoice Buyer (in the original invoice or separately), and Buyer will pay them. Unless Dicksons invoice provides otherwise, the purchase price of Goods does not include installation, training, setup or other similar services. If Dickson agrees to provide those services, the services and the additional charges Buyer shall pay shall be specified in Dicksons invoice. Unless Dickson's invoice specifies a different payment schedule, the total purchase price of the Goods shall be due and payable on delivery of the Goods. No partial payment by Buyer shall constitute an accord and satisfaction or otherwise satisfy the entire outstanding balance of any invoice of Dickson, notwithstanding any notation or statement accompanying that payment.

2. Delivery. All prices are net of any delivery charges, all of which Buyer shall pay. Delivery shall occur and title and all risk of loss shall pass to Buyer upon the earliest to occur of the following: (a) Buyer takes possession of the Goods; (b) the Goods leave Dickson's premises to be delivered to Buyer; or (c) the Goods are placed in the possession of a common, contract or other carrier to be delivered to Buyer. Dickson shall not be responsible for any damage to the Goods caused by a carrier, and Buyer's sole recourse for that damage shall be against the carrier. All delivery schedules and dates given by Dickson are estimates only.

3. Warranty. As to Goods that are new and unused, Buyer shall have the warranty offered by the manufacturer. As to Goods that are not new and unused, there is no warranty, and Buyer shall take the Goods AS IS. Dickson makes no warranties as to any Goods. As to services, Dickson warrants to Buyer that they will be performed in a professional manner. No agent, sales representative or employee of Dickson shall have any authority to modify or expand this warranty in any way. This warranty is limited to the original Buyer and may not be transferred. This warranty shall be null and void if (a) the Goods are abused, misused, damaged by accident, used contrary to the manufacturers instructions, or modified by anyone not authorized by the manufacturer, (b) the Goods are not maintained in accordance with the manufacturers instructions or are given inadequate care, power, air or lubrication, (c) Buyer does not pay the purchase price for the Goods as and when due, (d) replacement parts other than those authorized by the manufacturer are installed in or on the Goods, or (e) Buyer does not allow the manufacturer or Dickson access to the Goods for purposes of inspection, repair or replacement. Buyer shall give Dickson immediate written notice of any warranty claim, shall allow Dickson access to the Goods on Buyers premises to inspect, repair or replace the Goods, and shall return the Goods to Dickson, freight and insurance prepaid, at Dickson's request, for inspection, repair or replacement. Buyer shall not ship Goods to Dickson for warranty service without first obtaining Dicksons approval and instructions. Buyer's sole and exclusive remedy shall be for the manufacturer to repair or replace, at the manufacturers sole discretion, any Good that does not comply with this warranty, or to re-perform any service that does not comply with this warranty, if Buyer reports the problem to Dickson in writing within three months after the Goods were delivered or the services were performed.

4. DISCLAIMERS; LIMITATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, DICKSON DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND AS TO THE GOODS AND SERVICES, EXPRESS AND IMPLIED, INCLUDING ALL REPRESENTATIONS AND WARRANTIES AS TO MERCHANTABILITY, THE FITNESS OF THE GOODS OR SERVICES FOR ANY PARTICULAR PURPOSE, INFRINGEMENT, THE SUITABILITY OF THE GOODS OR SERVICES FOR BUYER'S PURPOSES, OR THE IMPACT OF THE GOODS OR SERVICES ON BUYER'S OPERATIONS. Dickson makes no warranties or guarantees regarding the production or performance Buyer or any other person or entity may obtain from the Goods or services. Buyer must give Dickson written notice of any claim that it has regarding the condition, quantity or quality of the Goods or services or the nonconformity of the Goods or services within 30 days after the delivery of the Goods or the performance of the services. The notice must specify the basis of Buyer's claim in detail and identify the Goods or services at issue. Dickson shall have a reasonable opportunity to inspect the Goods or work at issue and a reasonable time to cure any nonconformity. Buyer's failure to comply with this paragraph shall constitute Buyer's acceptance of the Goods and services and shall bind it to pay Dickson the full purchase price of the Goods and services. DICKSON SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. In no event shall Dickson be liable for any amount arising out of or relating to these Terms, the Goods or the services, whether in contract, tort, strict liability or otherwise, in excess of the purchase price of the Goods or services at issue. Any action or proceeding by Buyer arising out of or relating to these Terms, the Goods or the services will be forever barred unless it is commenced within the earlier of: (a) one year after the claim or cause of action has accrued; or (b) the period prescribed by applicable statute of limitation or repose. These Terms contain Buyer's sole and exclusive remedies relating to these Terms, a breach of these Terms, the Goods or the services, regardless of the theory of recovery.

5. Cancellation. Within the earlier of 10 days after the date of Dicksons invoice or the delivery of the Goods, Buyer may cancel an order for Goods, but only if Buyer gives Dickson written notice of cancellation within that time period and pays Dickson a cancellation charge of ____% of the purchase price of the Goods concurrently with the notice.

6. Software. Dickson and its licensors, if any, shall retain title to all software integrated in or accompanying the Goods. Buyer shall only have the limited, nonexclusive right to use the software in object code form only as specified by Dickson or its licensors in order to operate the Goods. Buyer shall not, and shall not allow any person or entity to, (a) remove, modify, copy, reverse engineer, decompile or disassemble the software, (b) merge the software with other programs, or (c) install any other software on the Goods. Buyer may transfer this limited right to use the software to a third party only if it does so together with the Goods and only if the transferee executes and delivers to Dickson before the transfer a written agreement to be bound by these Terms.

7. Insurance. Buyer shall maintain at all times until the purchase price for the Goods is paid in full, with an insurer reasonably satisfactory to Dickson, property damage insurance on the Goods for their full insurable value and shall provide to Dickson upon Buyers delivery of its purchase order, and from time to time thereafter upon Dickson's request, a current insurance certificate showing Dickson as loss payee and providing that Dickson shall receive at least 10 days prior written notice of any modification or cancellation of the insurance policy.

8. Default; Remedies. The occurrence of any of the following shall constitute an event of default by Buyer: (a) Buyer's failure to pay any sum to Dickson as and when due; or (b) Buyer's default under any other provisions of these Terms which is not cured within 10 days after Dickson gives Buyer written notice of default. Upon the occurrence of an event of default, and in addition to any other rights and remedies that Dickson may have, Dickson shall have the right, at its option, to take one or more of the following actions: (a) declare all or part of Buyer's obligations to Dickson immediately due and payable; (b) suspend its performance under or terminate pending purchase orders; and (c) pursue its other rights and remedies under these Terms and applicable law. All amounts Buyer does not pay as and when due shall accrue interest at the rate of 16% per annum until paid in full. If Buyer defaults under its obligations to Dickson, Buyer shall pay Dickson all costs of collection, including reasonable attorneys' fees and costs.

9. Force Majeure. Dickson shall not be liable for delays or failure to perform directly or indirectly resulting from events and causes beyond Dickson's reasonable control, accidents, acts of God, acts and omissions of any governmental authority, declared or undeclared wars, terrorism, strikes or other labor disputes, fires and natural calamities (including floods, earthquakes, storms and epidemics), changes in the law, and delays in obtaining or the inability to obtain labor, materials or services through Dickson's usual sources at normal prices.

10. Safety; General. Buyer will follow all instructions and directions, and will use all safety devices, that Dickson or the manufacturer provides for the use or operation of the Goods. Any notice permitted or required under these Terms shall be deemed given if in writing and delivered personally, deposited in the United States mail, certified mail, return receipt requested, or sent by facsimile to the respective addresses of Dickson and Buyer. Buyer may not assign to any person or entity all or a portion of its rights or obligations under these Terms or any order without Dickson's prior written consent, and any attempted assignment without that consent shall be void. Dickson reserves the right to correct clerical and typographical errors in any document. These Terms and any controversy relating to them or the Goods or services shall be governed by the laws of the State of South Carolina, excluding its conflicts of law principles. The United Nations Convention on the International Sale of Goods is expressly excluded and shall not apply. Any action or proceeding relating to these Terms or their enforcement, or to the Goods or services, shall be commenced and heard only in the state and federal courts for York County, South Carolina. Dickson and Buyer hereby consent and submit to the jurisdiction and venue of those courts. These Terms shall be binding on, and shall inure to the benefit of, the parties and their respective successors, heirs and permitted assigns. These Terms contain the entire agreement of the parties relating to the Goods and the services and supersede all previous and contemporaneous agreements, understandings, usages of trade, and courses of dealing, whether written or oral. These Terms may be modified only by a written agreement, signed by both parties, expressly modifying these Terms.