PURCHASE ORDER TERMS AND CONDITIONS OF ACKNOWLEDGMENT AND ACCEPTANCE

The following represents the Standard Purchase Order Terms and Conditions of York Bolt, Inc. (the “Company”) and, together with the terms and conditions (but not the pricing) contained in any quotations provided to you by the Company which are incorporated herein by reference, form the exclusive terms and conditions (collectively, the “Terms”) of the sale of the goods described above to you. Any other terms or conditions proposed by you (to include, without limitation, those that may be contained in your purchase order form or other documents or correspondence provided to the Company by you or third parties), whether material or immaterial, are hereby expressly objected to, rejected, and of no force or effect unless expressly accepted in writing by the Company on the Company’s Purchase Order form as evidenced by a duly authorized signature of an officer of the Company. These Terms are deemed a part of and incorporated by reference into all other documents exchanged between us relating to the sale and purchase of our products, whether electronic or in writing, including, without limitation, all quotations, acknowledgements, packing slips, invoices and purchase orders. Our acknowledgement and acceptance of your order is expressly limited to and made conditional upon your acceptance of these Terms. Unless otherwise agreed to by the Company in writing evidenced by a duly authorized signature of an officer of the Company, you are deemed to have waived any objection to these Terms upon the earlier to occur of (i) you signing this Purchase Order form, or (ii) the Company not having received written notice of such objection within five (5) days of the date of your receipt of these Terms, and or (iii) your acceptance of any portion of the goods you ordered from the Company.

1. Disclaimer of Warranties. The purchaser acknowledges that the Company is not a manufacturer and is merely a supplier of goods. The purchaser acknowledges and agrees that any and all goods purchased from the Company carry no warranty from the Company, express or implied, and all goods are delivered to the purchaser in their AS-IS/WHERE-IS condition. The Company does hereby assign to the purchaser all manufacturer’s warranties, if any, associated with the goods purchased. THE COMPANY MAKES NO WARRANTY WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THE GOODS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

2. Payment. The Company’s payment terms are 1% 10th Net 30 Prox for purchasers holding an open account, and payment is due upon receipt of goods for purchasers not holding an open account. Purchaser shall owe the Company a finance charge of 1 1/2% per month (18% per annum) on all unpaid amounts past due over 30 days. Purchaser shall pay the Company’s attorneys’ fees and all other costs of collection incurred in connection with the Company’s attempt to collect any amounts due from purchaser.

3. Shipment/Risk of Loss. Shipping is free on board shipping point. Title and risk of loss passes to purchaser after Company delivers the goods to the carrier.

4. No Cancellation or Modification of Order. Once this purchaser sends the Purchase Order to the Company, the purchaser may not cancel or modify it in any way without the prior written consent of the Company evidenced by a duly authorized signature of an officer of the Company.

5. No Returns. There shall be no returns on special orders. No other goods may be returned without the prior written consent of the Company evidenced by a duly authorized signature of an officer of the Company, a receipt, and the payment of a 20% restocking fee. 

6. Limitation of Liability. THE LIABILITY OF THE COMPANY ARISING OUT OF THE SUPPLYING OR SELLING OF THE GOODS, OR THEIR USE BY PURCHASER, AND WHETHER BASED UNDER BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE PURCHASE PRICE OF THE GOODS. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO PURCHASER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST PROFITS, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, PROPERTY DAMAGE, LOSS OF USE, EXPENSES OF RECALL OR OTHERWISE. 

7. Force Majeure. The Company shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Company, including, but not limited to, manufacturing or shipping delays or other problems with Company obtaining the goods, force majeure, acts of God, acts or omissions of purchaser, acts of civil or military authorities, fire, strikes, power surges or outages, epidemics, quarantine restrictions, flood, natural disasters, riot, war, inability to obtain necessary labor, materials or supplies or any cause which renders the Company’s performance commercially impractical.

8. Applicable Law. This Purchase Order shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. The parties hereby agree that jurisdiction and venue shall be proper only in the state and federal courts serving York County, Virginia and purchaser, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the jurisdiction of such courts for any litigation which may arise out of or be related to this Purchase Order. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL HAVE NO APPLICATION TO THIS PURCHASE ORDER. In the event that any litigation is commenced by either party to enforce its rights under this Purchase Order, the substantially prevailing party shall be entitled to recover from the other the cost incurred by it in prosecuting or defending such litigation, including attorneys’ fees, expert witness fees, and costs.

8. Non-Waiver. Any failure of the Company to insist upon strict observance of any covenant, provision or condition of this Purchase Order in any one or more instances shall not constitute or be construed to be a waiver at that time or thereafter, of such or any other covenant, provision or condition of this Purchase Order.

9. Counterparts. This Purchase Order may be executed and delivered in any number of facsimile (including email, .pdf, or other electronic format) counterparts, each constituting an original but all together only one Purchase Order.

10. Binding Agreement. This Purchase Order shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors and assigns.

11. Assignment. This Purchase Order may not be assigned by purchaser without the prior written consent of the Company.

12. Authority. Each party and each person signing below on behalf of such party in their individual capacity represents and warrants to the other party that it is fully authorized to enter into this Purchase Order without the joinder of any other person or entity, and the person executing this Purchase Order on behalf of such party has full authority to do so and that any and all required corporate action has been taken.

13. Entire Agreement. This Purchase Order and any other documents or terms incorporated herein by reference constitute the entire agreement and understanding between the parties hereto with respect to the sale of goods by the Company to purchaser and supersedes, merges, and replaces all prior and contemporaneous agreements and understandings, oral or written, between the parties regarding the sale and purchase of goods. It is agreed that any change in, addition to, amendment or modification of the terms hereof shall be of no effect unless reduced to writing and executed by both parties hereto.