The following terms and conditions of sale shall apply to any sale of goods by SharkRack (hereinafter called “Seller”). Buyer shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods referred to herein are delivered to and accepted by Buyer, or if Buyer does not within five days from the date hereof deliver to Seller written objection to said terms and conditions or any part thereof.

GENERAL – In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Buyer’s order or in any other form issued by Buyer, whether any such form has been acknowledged or accepted by the Seller, Seller’s terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon the Seller unless made in writing and signed by a duly authorized representative of the Seller.

QUOTATIONS – Unless otherwise stated, Seller’s quotation shall be null and void unless accepted by Buyer within sixty (60) days from the date of quotation.

PRICES – All quoted prices are based on US dollars. The price quoted herein is subject to applicable price adjustments in effect at the time of shipping. Unless otherwise stated in the quotation; a) quoted prices are subject to change by the Seller with or without notice until Buyer’s acceptance. b) prices are subject to correction for error. c) price adjustments may be made by the Seller to reflect any significant increase in labor or materials after initial quotation. This includes but is not limited to: 1) any increase in the cost of steel to Seller in excess of 5% as measured by Seller’s benchmark steel index. Seller will adjust Buyers pricing to correspond with the increased steel pricing received by Seller; 2) any request by the Buyer to change the delivery date(s), quantities or types of goods ordered; or the goods specification; 3) any delay caused by any instructions of the Buyer in respect of the goods or failure of the Buyer to give the Seller adequate order lead time or accurate information or instructions.

COST OF TRANSPORTATION – Customary methods of transportation shall be selected by the Seller and such transportation will be at Buyer’s expense. Initial freight estimate is subject to change by the applicable carrier. The Seller is not responsible for the difference in the actual freight cost. Special methods of transportation will be used upon Buyer’s request and at Buyer’s additional expense provided reasonable notice of Buyer’s transportation requirements are given by Buyer to Seller prior to shipment.

DELIVERY – Product (shipments) are FOB the manufacturing plant or stocking location of Sharkrack. Acceptance of shipment by a common carrier shall constitute a delivery to the Buyer and a completion of the order. As soon as such delivery to the carrier is made, the property is for the Buyer’s account and at the Buyer’s risk. Freight shall be paid by the Buyer. Each shipment or delivery shall constitute a separate sale, and default in any shipment or delivery shall not affect prior shipments or entitle the Buyer to reject subsequent deliveries. Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of Seller’s quotation and Seller’s acceptance of Buyer’s order. Delivery shall also depend on the prompt receipt by Seller of the necessary information to allow maintenance of the manufacturer’s engineering and manufacturing schedules. Seller may extend delivery schedules or may, at its option, cancel Buyer’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.

PAYMENT – Unless other terms are expressly agreed upon, the Buyer shall pay the purchase price for all goods shipped net within thirty days. Discounts will not be allowed on tooling, special packaging, or shipping charges.

CREDIT – Accounts are opened only with firms or individuals whose credit is approved by the Seller. If payment for goods shipped is not made promptly in accordance with the terms of sale, or if for any reason whatever the credit or financial responsibility of the Buyer becomes unsatisfactory to the Seller, the Seller reserves the right to demand cash or satisfactory security before making deliveries.

CHANGES IN SPECIFICATIONS – The prices herein quoted are on items as specified. If changes are made, the Seller reserves the right to revise its quotations if necessary to cover increased cost.

WARRANTY – The Seller warrants the product sold to be free from defects in material and workmanship under normal use and service. Its obligation under this warranty is limited to making good at its factory any part or parts thereof, which shall, within 12 months after purchase of the product to the original purchaser, be returned to its factory with transportation charges prepaid, and which examination shall disclose to the Seller’s satisfaction to have been thus defective. This remedy shall be the exclusive remedy available to the Buyer against the Seller for any defects in the products sold to the Buyer or for damages resulting from any other cause whatsoever, including without limitation, the negligence of the Seller. Buyer acknowledges that Seller has made economic concessions reflected in these terms and conditions and in this quotation in consideration of this limitation of Buyer’s remedies. The Seller shall not in any event be liable to the buyer for consequential or incidental damages of any kind, whether for defective or nonconforming goods, breach, or repudiation of any of these terms and conditions, agreement, negligence, or any other reason. This warranty shall not apply to any of the Seller’s products which shall have been repaired or altered outside of the Seller’s factory in any way so as, in the seller’s judgment, to affect the product’s reliability, nor to any product which has been subject to misuse, negligence or accident. This warranty is exclusive, and the Seller makes no other warranty or representation of any kind whatsoever, express, or implied, with respect to the products sold to the Buyer, whether as to merchantability, fitness for a particular purpose or any other matter.

CLAIMS – If any product furnished by the Seller proves defective or not as ordered, the Seller must be notified within ten days from receipt of shipment and shall have the option of inspecting the goods on the Buyer’s premises.

TAXES – The price(s) named in this quotation does not include sales, excise, occupational or use taxes, or any other taxes, whether federal, state, or municipal; and such taxes where applicable are in all cases to be paid by the Buyer, in addition to the price set forth in this quote.

CONTINGENCIES – The Seller is not liable for any default or delay caused by any contingency beyond its control, or beyond the control of its suppliers or manufacturers, preventing or interfering with delivery by the Seller, including war, strikes, lockouts, fire, accidents, restraints affecting shipping or credit, non-arrival or delay of carriers, floods, short or reduced supply of fuel or raw material or excessive cost thereof, or of production or any other contingency affecting the Seller or its suppliers or manufacturers, as to manufacture or supply or delivery, whether to or from the Seller. The Seller may deliver ratably with reference to all its customers and its contracts with suppliers or manufacturers. Any delivery not made for any reason stated may be cancelled at the Seller’s option.

CANCELLATION – Orders placed cannot be cancelled by the Buyer, nor can delivery of goods made up or in process be deferred or extended beyond the original delivery date specified, except with the Seller’s consent and upon terms which will indemnify the Seller against loss.

DIES, TOOLS AND GAUGES – All dies, tools and gauges developed for the production of parts shown on the face of this quotation, are the property of SharkRack. Such equipment even though paid for in whole or in part by the Buyer, shall not convey to the buyer and/or others the right to title to dies, tools and gauges developed for the purpose of producing products ordered, unless through prior written agreement by the Seller.

INSURANCE – It shall be the responsibility of the Buyer to maintain adequate insurance on all property returned for rework at Buyer’s expense and all dies, tools, and gauges, in which through mutual agreement, title lies with Buyer.

GOVERNING LAW – All terms and conditions relating to sales made hereunder shall be governed by the laws of the state of Illinois.