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TERMS AND CONDITIONS OF SALE
1. Denitions. As used herein, the term “Quotation” means these terms and conditions and all specications, blueprints, drawings and data
attached hereto or supplied by CML USA, Inc. (“CML”) hereunder; the term “End-User” means the ultimate user of the Goods; the term “Dealer”
means an independent contractor of CML whom purchased the Goods from CML to sell to the End-User; and the term “Goods” means the
goods, equipment, products, parts, services, labor, or other items or work provided for under this Quotation.
2. Mere Price Quotation. This Quotation is a mere price quotation and does not constitute an offer or contractual agreement for the sale of
Goods between CML and the End-User. The End-User shall have no claim whatsoever against CML based on this Quotation. CML generally
sells Goods only to Dealers, who sell Goods to End-Users. Any contractual agreement for the sale of Goods between CML and the End-
User must be in writing and signed by CML’s president. Prices, specications and lead times provided in the Quotation are subject to
change (without notice) prior to the time of actual sale of the Goods.
3. Terms of Quotation. This Quotation relates only to the specically quoted Goods. The End-User and CML acknowledge and agree the
terms and conditions hereof supersede and reject all other oral or written communications regarding the subject matter hereof. The terms and
conditions hereof may be amended, altered or changed only through a written document signed by the End-User and CML’s president.
THE FOLLOWING (OR SUBSTANTIALLY SIMILAR) PROVISIONS SHALL ONLY APPLY IN THE EVENT CML IN FACT PRODUCES OR
PROVIDES ANY GOODS OR SAMPLES FOR OR TO THE END-USER:
4. End-User’s Materials. All materials required by CML to test the operation of the Goods shall be furnished by the End-User (at its sole cost
and expense). All materials and equipment furnished by the End-User for the construction, remodeling, or testing of Goods (or for any other
purpose) shall be delivered to CML at no cost to CML, FOB CML’s warehouse oor. The End-User shall bear the risk and cost of returning all
such materials and equipment to the End-User. The End-User shall pay all applicable crating and delivery costs and expenses for samples and
parts delivered to the End-User and, except as may be required for testing purposes, the End-User shall pay all costs and expenses pertaining
to producing parts or samples requested by the End-User.
5. Tolerance and Variations. Except as specied by the End-User and expressly agreed to by CML (in writing), the Goods shall be produced
in accordance with CML’s standard business practices. All Goods (including, but not limited to, Goods produced to meet an exact specication)
shall be subject to tolerances and variations consistent with good manufacturing practice in respect to dimensions, weight, section, chemistry
and mechanical properties, the normal variations in surface and internal conditions and in quality, and to deviations from tolerances and varia-
tions consistent with practical testing and inspection methods.
6. Warranty. CML hereby disclaims any warranty regarding speed of production or output or economics of operation with respect to the Goods.
If such matters are set forth or described in the specications applicable to the Goods such statement or description shall be deemed to be
an estimate only. Any warranties of CML with respect to the Goods shall be null, void and without effect if such Goods have been altered or
repaired by persons or entities other than CML, unless otherwise agreed to (in writing) by CML. Notwithstanding any contrary provision con-
tained herein, the warranties of CML hereunder shall become effective and valid only for one year from the date of the bill of lading issued by
the carrier at the designated FOB point. THE WARRANTIES ATTACHED TO THIS QUOTATION ARE CML’S CURRENT EXCLUSIVE WAR-
RANTIES AND CML EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY),
INCLUDING (BUT NOT LIMITED TO) ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any
claim for breach of CML’s warranties must be demonstrated to CML’s satisfaction to have existed at the time of delivery of the Goods and shall
be deemed waived by the End-User unless written notice of such claim is actually received by CML within twelve (12) months after CML has
shipped the Goods (FOB, CML’s Factory) to which such claim relates. CML’s liability under this Quotation shall be expressly limited (at CML’s
option) to the replacement or repair of non-conforming or defective Goods or to the credit for the purchase price of non-conforming Goods.
Prior to said repair, replacement, or credit, CML has the right to inspect the Goods claimed to be defective or non-conforming, and, if requested
by CML, End-User shall return such Goods to CML at CML’s direction and expense. No Goods are to be returned to CML without CML’s prior
written authorization. THE REMEDIES SET FORTH HEREUNDER SHALL CONSTITUTE THE EXCLUSIVE REMEDIES AVAILABLE TO THE
END-USER AND ARE IN LIEU OF ALL OTHER REMEDIES.
7. Limitation of Liability. IN NO EVENT SHALL CML BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAM-
AGES RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OF THE GOODS SOLD HEREUNDER (IF AT ALL), WHETHER
AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF CML OR OTHERWISE. CML’s liability under
no circumstances will exceed the purchase price for the Goods for which liability is claimed.
8. Indemnication; Assumption of Risk. To the extent permitted by law, the End-User agrees to indemnify and hold CML (and its respective
agents and employees) harmless from and against any and all liabilities, damages, losses, actions, causes of action, claims (including, but
not limited to, claims of patent infringements), expenses, costs (including, but not limited to, attorney’s fees), nes, penalties and any other
expenses directly or indirectly arising from End-User’s actual use or intended use of the Goods. The End-User agrees to assume all risk of
loss or damage to person or property while on the premises of CML or of CML’s related corporations. To the extent permitted by law, the End-
User (on behalf of itself and all of its agents and employees) hereby releases and forever discharges CML (and its respective employees and
agents) from any and all claims, demands, causes of action, liabilities, losses or damages resulting or arising from the End-User’s presence
(or the presence of the End-User’s employees and agents) on the premises of CML. The End-User warrants to CML that the End-User has the
authority to grant this release on behalf of the End-User’s agents and employees.
9. Non-Waiver. No waiver, alteration or modication of any of the provisions hereof shall be binding on CML unless such waiver is expressed
in writing by CML. Waiver by CML of any breach or default by End-User hereunder shall not be deemed a waiver by CML of any default or
breach by End-User which may thereafter occur.
10. Assignment. CML reserves the right to subcontract all or any part of the work to be performed hereunder, without obtaining the consent of
the End-User. No notice to the End-User of any subcontracting by CML is required. The rights and obligations of the End-User hereunder may
not be assigned without the prior written consent of CML.
11. Revocation of Quotation. In addition to CML’s other rights and remedies, CML may by written notice to the End-User revoke this quotation
(in whole or in part) at any time and CML shall not be liable to the End-User for any losses, damages or expenses incurred by the End-User
as a result of such revocation.
12. Governing Law; Jurisdiction; Venue. The laws of the State of Iowa shall govern all disputes, controversies, interpretive matters and
litigation arising under this Quotation. PROPER AND EXCLUSIVE JURISDICTION AND VENUE for all disputes, controversies, interpretive
matters and litigation arising hereunder (or otherwise between the parties) lies with the Iowa District Court located in Scott County, Iowa or the
United States District Court for the Southern District of Iowa, Davenport Division. The End- User hereby submits to the personal jurisdiction of
such courts.
13. Limitations for Suits. Any cause of action or claim arising out of or relating to CML’s performance or failure to perform hereunder or the
furnishing, performance, or use of the Goods hereunder must be commenced within one (1) year after the claim or cause of action has accrued.
T&C_01-2014
TB100/TB13003/2015
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