Term & Conditions

Price Tech Group of Illinois, LLC

Terms and Conditions of Sale

January 2009

These Terms and Conditions are hereby submitted by Price Tech Group of Illinois, LLC, a Illinois Limited Liability Company  (“Price Tech Group”)  to  customers  (“Customer”) the Term and Conditions for the sale of Price Tech Group’s products (“Products”) to Customer.

1. PRICE TECH GROUP’S COMMITMENTS

(a)     The Product when shipped will meet the then current written sales specifications of Price Tech Group.

• Price Tech Group will notify Customer if the sales specifications have changed.
• The Products when shipped will be fit for the ordinary uses identified in Price Tech Group’s current, written standard literature.
• Price Tech Group will supply Customer with current material safety data sheets (“MSDS”).
• Price Tech Group will convey the Product with good title, free from any unlawful lien or encumbrance, except for current taxes and statutory liens, in either case not yet due and payable.

1. CUSTOMER’S COMMITMENTS

• Taxes: Customer will pay all taxes and duties that are increased or levied, now or in the future, in connection with the manufacture, sale, transportation or disposal of the Products.
• Credit: If Customer does not pay on time or if Price Tech Group determines in good faith that Customer’s financial condition is not acceptable to Price Tech Group, then Price Tech Group may notify Customer that Price Tech Group will defer shipments, accelerate the due date on all amounts owed Price Tech Group, require cash payments or other security, or cancel this Term and Conditions.  Customer agrees to pay all of  Price Tech Group’s collection costs including reasonable legal fees and expenses.
• Responsible Practices: Customer will familiarize itself with any product literature or information Price Tech Group provides including applicable MSDS and take appropriate action to avoid any spills or other danger to persons, property or the environment.
• Indemnity: Customer will indemnify Price Tech Group for all claims, damages and related costs, including reasonable legal fees and expenses, arising out of Customer’s noncompliance with any of its commitments under subsection 2(c) above.   In no event shall Price Tech Group be liable for any special, incidental, indirect or consequential damages (including, but not limited to, loss of profits, loss of business or loss of use), or punitive or exemplary damages, whether under tort, Term and Conditions, strict liability, statute or otherwise,  arising out of or related to its performance of this Agreement.
• Sellers Lien: In addition to any other Liens and/or security interests granted by Law, or perfected according to Law, Customer hereby grants Price Tech Group a lien and security in the Product for the Term and Conditions price and all other amounts owning until paid, whatever the goods are located.

2. PRODUCT QUALITY, WARRANTY AND LIMITATION OF LIABILITY:

• Price Tech Group disclaims any implied warranties, including the implied warranty of merchantability and fitness for a particular purpose.
• Seller’s sole warranty regarding the quality of Products sold under this Agreement shall be that the Products meets the specifications contained and made a part of this Agreement. Seller warrants that it has clear title to the Products, free of any lien or encumbrance.  Except as set forth in this paragraph, Seller neither makes nor authorizes any agent or representative to make any warranty or representation, expressed or implied in fact or by law, whether of merchantability or fitness for a particular purpose, condition or otherwise, concerning the products whether used alone or in conjunction with any other material.    In no event shall either party be liable for special, indirect or consequential damages.
• Claims as to shortage in quantity, defects in quality, or any others, except for demurrage or shifting, shall be made by written notice to the other party within thirty (30) days after the delivery in question or shall be deemed to have been waived.
• In no event shall Price Tech Group be liable for any special, incidental, indirect or consequential damages (including, but not limited to, loss of profits, loss of business or loss of use), or punitive or exemplary damages, whether under tort, Term and Conditions, strict liability, statute or otherwise, arising out of or related to its performance of this Agreement.

3. QUANTITY AND PURCHASE ORDERS:

• Customer will give Price Tech Group reasonable notice concerning shipments and take deliveries ratably or in approximately equal monthly installments. Price Tech Group is only obligated to sell in any one month 1/10 of its maximum annual supply obligation.  On 30 days notice, Price Tech Group may limit the maximum supply obligation to the average of Customer’s monthly purchases for the 3 month period before the notice or the average of Customer’s monthly purchases for the previous 3 months, whichever is lesss, unless seasonal requirements are noted in the Term and Conditions.
• Price Tech Group reserves the right to review all purchase orders without being held to any conditions noted therein. Price Tech Group reserves the right to refuse service to any Customer if terms and conditions are not to Price Tech Group’s approval.  Price Tech Group reserves this right even if Product has been delivered or released to the Customer to allow service.
• In the event of any conflict between the terms and conditions of this document and the terms and conditions of any other instrument provided by the Customer, including the RFQ Instructions, the terms and conditions of this document shall control. Price Tech Group  hereby rejects any inconsistent, additional or different terms or conditions which may accompany a customer issued purchase order.  Any such inconsistent, additional or different terms or conditions shall not be binding upon Renkert  unless and until Price Tech Group accepts such terms and conditions in writing.  Price Tech Group’s delivery of Product against a purchase order that contains terms and conditions inconsistent with, additional to or different from those set forth herein, shall not constitute acceptance of such terms and Customer agrees that all such terms and conditions shall be deemed rejected by Price Tech Group unless expressly agreed upon by Price Tech Group in a writing signed by an authorized representative of Price Tech Group.

4. PRICE AND PAYMENT:

• Price Tech Group may change prices, change transportation terms, change payment terms, and change notice provisions at any time.
• Payment terms will be Net Thirty (30) days from date of Bill of Lading (BOL) via electronic transfer of immediately available funds and otherwise in accordance with Seller’s invoice. The acceptance of any payment by Seller after the due date shall not waive any of Seller’s rights hereunder nor shall such withholding of deliveries or termination of this Agreement affect any obligation of Buyer hereunder.  In the event Buyer believes that an invoicing error has occurred, Buyer shall promptly notify Seller, advising Seller of the basis of the claim.  Seller and Buyer shall cooperate in good faith to promptly resolve the invoicing error; provided, however, that Buyer shall pay the undisputed portion of the invoice in accordance with the agreed payment terms.
• When requested by Seller, Buyer agrees to provide periodic personal financial statements, periodic business financial statements, in addition to applicable notes and schedules, and to furnish reasonable collateral, guarantees, and other security to support an extension of credit. Buyer’s failure to provide such financial information or security requested by Seller may result in Seller’s withholding or termination of credit privileges.  If Buyer’s ability to pay or creditworthiness shall deteriorate in Seller’s sole judgment, Seller may, without prejudice to any remedy reserved in this Agreement or other lawful remedy, defer shipment of the Products until payment is made, demand cash payment, or terminate this Agreement.  Buyer acknowledges that Seller’s withholding or terminating of credit privileges does not constitute a constructive termination of this Agreement, nor does it relieve either party of any duties or obligations under this Agreement.
• Buyer agrees that payments not received by Seller or still owing more than ten (10) days past the due date will bear interest at the lesser of ten (18%) percent per annum or the maximum lawful rate per annum. If Buyer fails to make a timely payment of any amount due, then Seller shall, in addition to any other rights or remedies available to it, have the right to setoff or equitably recoup against any amount then due Buyer, up to the total amount outstanding.  Moreover, in the event payment is not made when due, Seller may suspend making all further delivery of all Products until all indebtedness is paid in full.  If, on account of any breach or default by Buyer of its obligations under this Agreement, it becomes necessary or appropriate for Seller to enforce or defend any of Seller’s rights or remedies under this Section 5(d), Buyer agrees to pay any and all reasonable costs associated with such enforcement or defense including reasonable attorneys’ fees.

5. EXCUSED PERFORMANCE:

There shall be no obligation (except for the obligation to pay money when due) to sell or deliver or to receive or use the Products covered by the Proposal when and while, and to the extent that, the receiving or using or manufacture or making deliveries in the customary manner is prevented or hindered by act of God, fire, riot, labor disturbances (whether involving employees of the party affected or of others and regardless of whether the disturbance could be settled by acceding to the demands of a labor group), accident, war or the acts of any government (whether foreign or domestic, Federal, state, county or municipal) or any causes beyond the reasonable control of the party affected, whether or not similar to any of the foregoing causes.  In cases of partial or total interruption, loss or shortage of transportation facilities or supplies, shortage of Products deliverable hereunder, or a decision by Price Tech Group  that the costs of some raw materials and/or lubrication products which might be available are unreasonable, Price Tech Group  may allocate deliveries of available products among Customer,  Price Tech Group’s other Term and Conditions customers, including Price Tech Group’s affiliates, and Price Tech Group for its own use, on any basis which in Price Tech Group’s sole judgment is fair and reasonable, allowing for such priorities as Price Tech Group deems appropriate.  No such reduction need be made up.  Allocation hereunder is fair and reasonable even if it is based on a shortage in the then contemplated sources of supply or a general shortage in Price Tech Group’s system or on historical or planned deliveries

6. TERMINATION:

Price Tech Group shall have the right to terminate its relationship with Customer at any time upon 30 days prior written notice

7. GOVERNING LAW and SETTLEMENT OF DISPUTES:

This Agreement shall be governed by and construed in accordance with the laws of State of Illinois, U.S.A., without reference to its conflict of law principles. In the event a dispute arises with respect to the interpretation or performance of, or the relationship created by, all or any part of this Agreement, the parties shall attempt in good faith to resolve the dispute.  If such efforts prove unsuccessful, each party agrees to consider the use of mediation, mini-trial, arbitration or other alternative dispute resolution techniques prior to resorting to litigation.  If mediation, mini-trial, arbitration or other alternative dispute resolution techniques are utilized by the parties, each party agrees that no award or decision resulting there from shall include punitive damages. The prevailing party shall be entitled to full reimbursement from the other Party of its reasonable attorney’s fees and related reasonable costs/expenses (including expert witness fees, costs and expenses) for any cause of action, claim or dispute arising out of or relating to this agreement as to which such prevailing party prevails, whether in a court of law, administrative proceeding, or through any form of dispute resolution.

8. GENERAL:

• If any provision in or obligation under these Terms and Conditions shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any jurisdiction, shall not in any way be affected or impaired thereby.
• This Agreement shall not be assignable by either party without the written consent of the other, which shall not be unreasonably withheld, except that either party may assign this Agreement to any affiliate, provided that any such assignment shall not release the assigning party of any of its obligations hereunder.
• All notices, statements, and other communications to be given, submitted or made hereunder by either party to the other shall be properly given if in writing, bearing the transaction number, and sent by airmail, postage paid, or by telegraph, telex or cable to the address of such other party as indicated in this agreement, or in the written particulars relating hereto, which address may be changed by either party upon reasonable advance written notice (telex acceptable) to the other party.

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