2) PRICES
Prices quoted are subject to acceptance by the Buyer within 30 days of the quotation date, unless otherwise specified by the Seller. Prices are based upon the Seller's understanding of the Buyer's requirements and specifications.

3) SHIPPING COMMITMENT
Quoted lead times are accurate based on the Seller's work load at the time of quotation. Shipping schedules which are agreed to in writing between the Seller and the Buyer at the time of order placement are exact and will be held. Revisions to the original shipping schedule, which are prompted by the Buyer and agreed to by the Seller in writing, will be defined as the revised shipping schedule. Changes which are communicated by the Seller to the Buyer are done to provide information but not to negate the schedule commitment. Seller assures that the equipment which the Buyer orders from the Seller will be shipped on or before the mutually-agreed upon date. Seller shall not be otherwise liable to Buyer for delayed shipments due to causes beyond its reasonable control including, but not restricted to, Acts of God, acts of Government, acts of Buyer, fires, strikes, floods, accidents, epidemics, quarantine restrictions, War, insurrection or riot, civil or military authority, compliance with priority or allocation orders or preference ratings issued by the Government, weight embargoes, car shortages, wrecks or delays of transportation, inadequate transportation facilities, unusually severe weather, or inability to obtain necessary labor, fuel, materials, supplies, or manufacturing facilities and delays of a subcontractor due to such causes, provided that Seller agrees that Seller shall give prompt notice of any anticipated delay caused by such causes beyond its reasonable control.

4) ACCEPTANCE OF QUOTATION
Buyer's acceptance of this quotation and the contract of sale arising out of this quotation shall be upon the terms, provisions and conditions contained herein, notwithstanding any additional or different terms of Buyer. Such additional or contrary terms shall not bind Seller unless accepted in writing even though such terms do not materially alter the terms hereof.

5) CHANGES IN SPECIFICATIONS OR DESIGN
If Buyer requested changes in specifications or designs relating to any goods, shipment schedules shall be revised, if necessary, and an equitable adjustment, upward or downward, shall be made in price if warranted.

6) TERMS OF PAYMENT; TITLE AND RISK OF LOSS
Unless otherwise specified, all sales are F.O.B. point of shipment and net thirty days. On the face hereof (notwithstanding any shipping term), title to any goods sold and risk of loss of such goods passes to Buyer upon delivery by Seller to carrier, and any claims for losses or damage shall be made by Buyer directly with carrier unless otherwise specified.

7) CANCELLATION
Orders cannot be cancelled or modified or releases held up by the Buyer after the material and order is in process, except with the Seller's consent and subject to conditions then to be agreed upon, which shall include protection of the Seller against all losses.

8) PATENTS AND CONFIDENTIAL INFORMATION
Unless the design for the articles shall have been furnished by the Buyer to the Seller, and used by the Seller in manufacturing the articles, the Seller agrees to hold harmless and defend the Buyer against any suit brought against the Buyer for any alleged infringement or any patent, by reason of the manufacture, sale or use of the articles covered by the Agreement, provided that (i) the Seller is notified in writing within ten (10) days after any such claim is made, (ii) the Seller shall have received all infringement notices received and other papers received by or served upon Buyer, and (iii) the Buyer shall assist in every reasonable way in the conduct of such defense. Buyer agrees that it will not induce Seller to use any United States Patent, secret process, trade secret, know-how, drawings, plans, specifications or other confidential knowledge or information belonging to any third party. Buyer further agrees that it will defend and indemnify Seller against any claims or liabilities (including attorney's fees) for, or by reason of the infringement of any United States Patent or any use by Seller of any secret process, trade secret, know-how, drawings, plans, specifications or other confidential knowledge or information belonging to any third party arising from the Seller's manufacture, use or sale of any articles in accordance with any information, materials, specifications, drawings, plans, instructions or samples furnished by Buyer.

9) DEFAULT IN PAYMENT
In case Buyer shall fail to make payments on this or any other contract between Buyer and Seller in accordance with Seller's terms, the Seller may defer further shipments until such payments are made or may, at its option, cancel unshipped balance.

10) CREDIT APPROVAL
Shipments shall at all times be subject to the approval of the Seller's Credit Department and, in case the Seller shall have any doubt as to the Buyer's responsibility, Seller may decline to make any further shipments hereunder, except upon receipt of satisfactory security or for cash before shipment.

12) LATE PAYMENT CHARGE
A 1-1/2% per month late payment charge will be assessed on invoices outstanding more than 30 days (minimum LPC $5.00/month). See #6, TERMS OF PAYMENT; TITLE AND RISK OF LOSS.

13) WARRANTIES
Materials of construction and work performed thereon by Seller are warranted to conform in all substantial respects to the applicable Seller promulgated specifications, drawings, blueprints, and/or samples, and to be free from defects in MATERIAL CONTENT and SELLER'S WORKMANSHIP, for a period of FORTY-EIGHT (48) months from date of shipment. Buyer acknowledges that, with respect to components not manufactured by Seller (such as bearings and seals) which are attached to, incorporated in or otherwise made a part of Seller's goods, the respective original manufacturers' warranties with respect to such components shall continue to be offered to Buyer to the extent permitted by such manufacturer. Seller's sole obligation under this warranty shall be to issue credit, repair or replace (all at Seller's option) any item or part thereof manufactured by Seller which Seller determines to be other than as warranted; no allowance shall be made for any labor, charges of Buyer for replacement of parts, adjustments or repairs, or any other work, unless such charges are authorized in writing in advance by Seller. If goods are claimed to be defective in material content or Seller's workmanship, or not to conform in all substantial respects to specifications, designs, drawings, blueprints, and/or samples, Seller, upon written notice promptly given, will either examine the goods at their site or issue shipping instructions for their return to Seller (transportation costs prepaid by Buyer). In the event any goods are determined by Seller to be defective and covered by this warranty, transportation costs (cheapest way) to and from Seller's plant, will be borne by Seller and reimbursement or credit will be made for amounts so expended by Buyer. Every such claim for breach of the warranty herein contained shall be deemed to be waived by the Buyer unless made in writing within ten (10) days from the date the defect is discovered or, upon reasonable inspection, should have been discovered. Buyer agrees that any action for a breach of warranty or any other provision of this quotation must be commenced within one (1) year from the date the alleged breach was discovered or should have been discovered, whichever occurs first. THE BUYER AND SELLER EXPRESSLY AGREE THAT BUYER'S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER SHALL BE FOR THE ISSUANCE OF A CREDIT WITH RESPECT TO OUR REPAIR OR REPLACEMENT OF THE DEFECTIVE GOODS AS PROVIDED HEREIN. THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND COMPRISES SELLER'S SOLE AND ENTIRE WARRANTY OBLIGATION AND LIABILITY TO BUYER, ITS CUSTOMERS AND ASSIGNS IN CONNECTION WITH GOODS SOLD HEREUNDER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. NO AFFIRMATION BY SELLER, BY WORDS OR ACTIONS, OTHER THAN AS SET FORTH IN THIS SECTION SHALL CONSTITUTE A WARRANTY. This warranty shall not extend to any goods or parts thereof which have been subjected to misuse, misapplication or neglect, damaged by accident, rendered defective by reason of improper installation, or by the performance of repairs or alterations outside of Seller's plant, except when performed under Seller's specific authority. This warranty shall not apply to any goods or parts thereof furnished by Buyer or acquired from others at Buyer's request and/or Buyer's specifications. Seller shall not be liable for any incidental or consequential damages arising out of breach of the above warranty, failure or delay in delivery or breach of any other term or provision hereof. Consequential damages shall include, without limitation, loss of use, income or profit or losses sustained as the result of injury or damage to any person or property.

14) PRINT APPROVAL
Seller cannot be held responsible for delays in equipment shipment or installation caused by the Buyer's failure to promptly (customarily within two weeks after issuance) return approval drawings. Late return can result in a disproportional adjustment in ship dates due to machine loading and other such variables.

15) BUYER'S PROPERTY
Any blank gears or other articles or property furnished to Seller by Buyer for the purpose of processing, finishing, or otherwise working by Seller pursuant to Buyer's order shall be and remain the Buyer's property. Work on Buyer's material is performed completely at Buyer's risk and Seller assumes no liability whatever for spoilage or mismachining of such material. Where the Buyer furnishes material and it proves defective or involves expenses not contemplated by this quotation, Buyer shall reimburse Seller for all expenses involved prior to the discovery of the defect.

16) BUYER SHIPPING DELAYS
Delays in the design, manufacturing, or shipping schedule caused by the Buyer may result in additional charges. Any delays beyond 90 days may result in a surcharge to offset increased material cost, storage fees, or other applicable costs.

17) TAXES
Any direct or excise tax which may hereafter be imposed by Federal or State Government, or any subdivision, upon the manufacture, sale or delivery of the articles covered by any order, or any increase in rate of any such tax now in force, may be added to the purchase price of such articles and shall be paid by the Buyer unless exemption certificates are furnished by Buyer.