STANDARD TERMS AND CONDITIONS

ORDER PLACEMENT

Acceptance by MAVRON of Buyer's order is expressly conditioned upon Buyer's acceptance of these Terms and Conditions, including those on the face hereof, on MAVRON's Quotation, and on MAVRON's Order Acknowledgment, and any provisions of Buyer's order or other communication in conflict with these Terms and Conditions are expressly rejected. Buyer acknowledges that no representation or warranty other than those contained in this document, the Quotation, and Order Acknowledgment has been made or relied upon. Stenographic and clerical errors are subject to correction. No additions or modifications shall be valid unless confirmed in writing by MAVRON. MAVRON IS NOT BOUND TO FURNISH ITS GOODS OR SERVICES EXCEPT IN ACCORDANCE WITH THE TERMS OF ITS QUOTATION, ORDER ACKNOWLEDGMENT, AND THESE TERMS AND CONDITIONS OF SALE.

CANCELLATION

Buyer may cancel the order, in whole or in part, by written notice any time, provided the Buyer pays MAVRON, within ten (10) days: (a) the cost, including installation and removal costs, of any equipment purchased by MAVRON prior to cancellation for the purpose of filling Buyer's order and not usable by MAVRON for making other goods it then manufactures; (b) the quoted price for all goods finished and ready to ship; and (c) other reasonable costs, overhead, and expenses (including but not limited to the cost of labor, and the cost of raw materials and goods still in the process of manufacture but unfinished at the time of cancellation) that MAVRON may have incurred in the performance of the order. Notice of cancellation is not effective until received by MAVRON at the following address: MAVRON, INC., 152 S Zimmer Rd, Warsaw, Indiana 46580. If Buyer elects to cancel the order in part, MAVRON may, at its option, within a reasonable time thereafter, cancel the entire order by written notice. MAVRON's election, at its option, to cancel Buyer's order under such circumstances is in addition to, and not in lieu of, any other rights or remedies that MAVRON may have at either law or equity. Notwithstanding other provisions of this paragraph, and in addition thereto, MAVRON shall also be entitled to its reasonable and anticipated lost profit resulting from such cancellations.

 

PRICE/DELIVERY/DELAY

Unless otherwise provided by MAVRON's written quotation or agreed to by MAVRON in writing, price and delivery terms shall be F.O.B. shipping point. Unless otherwise agreed to in writing, MAVRON will select the route and manner of shipment, reserve the right to make delivery in installments when necessary, to invoice each installment separately and to expect payment for each installment within MAVRON's selling terms. In cases where Buyer has arranged or is arranging for delivery, title will transfer when the unit is complete, has been placed in MAVRON's dispatch area, and Buyer is notified by transmittal of a sales invoice. All risks of loss or damage shall pass to Buyer at the place and time such goods are placed into the possession of the carrier or shipper, in accordance with the previously referenced F.O.B. shipping point term when Buyer is arranging for delivery, or completing the unit, delivering it to MAVRON's dispatch area and transmitting an invoice to Buyer, as the case may be. Buyer shall be responsible for obtaining and paying for insurance to cover any loss to Buyer. Buyer shall reimburse the Seller for the contract price in the event of loss of the goods. Prices for goods shall be those in effect on the date of invoice unless otherwise provided by MAVRON's quotation or agreed to in writing by MAVRON. If Buyer fails to accept delivery, according to the agreed upon delivery schedule, MAVRON may cancel the then remaining balance of the order. Such cancellation, if elected by MAVRON, shall be in addition to, and not in lieu of, any other rights or remedies that MAVRON may have at law or equity. Prices are good for only quantities indicated. If shipment or any other act or condition affecting payment for the goods or any part of them shall be delayed on account of Buyer, payment shall be due as if shipment had been made. A reasonable storage charge may be made and such storage shall be at the risk of Buyer. MAVRON shall not be liable for any direct, indirect, consequential, special, or incidental losses or damages to Buyer or to any third parties resulting from Seller's delay in shipment regardless of cause, including but not limited to those causes set forth in the Force Majeure section of this document.

CHANGES IN SPECIFICATION OR DESIGN

Buyer requests any change in quantity, specification, or design relating to any goods, or changes of delivery date and/or schedules, such proposed change shall be subject to these Terms and Conditions of Sale, MAVRON's Quotation and MAVRON's Order Acknowledgment and must be approved in writing to be binding upon MAVRON.

TAXES

Prices do not include any federal, state, or local taxes. Any applicable excise, import, sales, use, or similar taxes, whether federal, state, provincial, or local, and any transportation and other charges shall be the responsibility of and be paid by Buyer and, if paid by MAVRON, Buyer agrees to reimburse MAVRON for any such payment and further agrees that MAVRON may add any such payments to the purchase price of the goods.

PAYMENT, CREDIT, 

SECURITY    

Payment shall be due upon delivery or as otherwise provided by MAVRON in its quotation, order acknowledgment, invoice, or other writing. All orders received are subject to credit approval. Buyer agrees to submit from time to time to MAVRON those items reasonably requested in order to establish or update Buyer's credit. MAVRON shall be entitled to charge interest for payments not made in accordance with the stated or agreed upon terms of payment at the highest rate permitted by law on the date(s) such payment(s) were due. Whenever MAVRON in good faith deems itself insecure, it may, without prejudice or waiving any other rights or remedies it may have at law or equity, cancel any outstanding orders with Buyer and/or hold production/ shipment of any unfilled orders; modify or revoke its extension of credit to Buyer; and take any other steps permitted by law and necessary or desirable to secure MAVRON with respect to Buyer's payment for goods and services furnished or to be furnished. Buyer will pay MAVRON's actual costs of collection, including but not limited to court costs, additional litigation expenses, and reasonable attorney's fees, incurred for collection of any delinquency. Title to the goods shall remain with MAVRON until Buyer receives or is deemed to have physical possession of the goods; MAVRON reserves and Buyer grants MAVRON a purchase money security interest in the goods until the goods are fully paid for by the Buyer. Buyer shall have no right of offset against amounts owed to MAVRON.

ACCEPTANCE

Goods furnished or services performed by MAVRON in all events will be deemed to have been accepted within thirty (30) days after receipt by Buyer, unless rightfully rejected within such period by written notice to MAVRON, by certified mail, return receipt requested, setting forth all of the defects upon which the rejection is claimed. Claims for factory damage or shortages shall not be considered unless made in writing within ten (10) days after receipt of the goods or services and accompanied by reference to our bill of lading and invoice numbers. Buyer's claims for damage or shortage in transit must be filed by Buyer against carrier. Defective goods shall be held for MAVRON's inspection or disposition.

LIMITED WARRANTY/REMEDY

MAVRON's products are warranted only pursuant to MAVRON's written warranty provided with the product to Buyer and the Terms and Conditions stated herein. THIS EXPRESS WARRANTY EXCLUDES ALL OTHER WARRANTIES OR REPRESENTATIONS EXPRESSED OR IMPLIED BY ANY LITERATURE, DATA, OR PERSON. This warranty shall not apply to any goods or parts made from tools, materials, or parts furnished by Buyer or acquired from third parties at Buyer's request or specification; and Seller's warranties do not extend to any goods or parts that have been subjected to misuse, neglect, or damage by accident. SELLER'S WARRANTY SHALL BE LIMITED TO REFUNDING THE INVOICE PRICE OF THE GOODS, OR AT MAVRON'S OPTION, TO REPAIRING OR REPLACING THE GOODS. In order to obtain performance of the obligations under this warranty, the owner must promptly (in no event later than thirty (30) days after discovery of the defect) give written notice of the defect to MAVRON, Inc., at 152 S Zimmer Rd, Warsaw, Indiana 46580. No shipments may be returned for any cause without the prior consent and authorization of MAVRON. Upon receipt of such authorization, and in accordance with any instructions then provided by MAVRON, the product may be returned with shipping charges paid by MAVRON. MAVRON WILL NOT BE RESPONSIBLE OR LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, however arising, including but not limited to those for use of any products, loss of time, inconvenience, lost profit, labor charges, or other incidental or consequential damages with respect to persons, business, or property, whether as a result of breach of warranty, negligence, or otherwise. Notwithstanding any other provision of this warranty, BUYER'S REMEDY AGAINST MAVRON FOR GOODS SUPPLIED OR FOR NON-DELIVERED GOODS OR FAILURE TO FURNISH GOODS, WHETHER OR NOT BASED ON NEGLIGENCE, STRICT LIABILITY, OR BREACH OF EXPRESS OR IMPLIED WARRANTY, IS LIMITED SOLELY, AT MAVRON'S OPTION, TO REPLACEMENT OF OR CURE OF SUCH NONCONFORMING OR NON- DELIVERED GOODS OR RETURN OF THE PURCHASE PRICE FOR SUCH GOODS AND IN NO EVENT SHALL EXCEED THE PRICE OR CHARGE FOR SUCH GOODS. MAVRON EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE WITH RESPECT TO THE GOODS SOLD. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTIONS SET FORTH IN THIS QUOTATION, notwithstanding any knowledge of MAVRON regarding the use or uses intended to be made of goods, proposed changes or additions to goods, or any assistance or suggestions that may have been made by MAVRON personnel. NOTE: Some states do not allow (a) limitations on how long an implied warranty lasts, or (b) the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state.

INDEMNIFICATION

Buyer shall defend, indemnify, and hold MAVRON harmless from and against any and all claims, liabilities, loss, costs, damage, or expense (including reasonable attorneys' fees) of any kind or nature whatsoever relating to the performance by MAVRON hereunder, including without limitation, claims made for property damage or personal injury (including death), whether such claims are premised on contract or on tort (including, without limitation, strict liability). This indemnity provision shall not apply where such damage or injury is attributable solely to the negligence of MAVRON, its employees, or agents.

PATENT LIABILITY

Where MAVRON supplies goods to Buyer's specifications and/or manufactured or fabricated from Buyer's blueprint, sketch, specifications, or tooling, Buyer, at its own expense, shall defend any suit or proceeding of any kind whatsoever brought against MAVRON in any capacity if such suit or proceeding involves a claim that any goods or any part thereof constitutes an infringement of any patent, copyright, or trademark and Buyer shall pay or indemnify any and all judgments, expenses, and costs that may be awarded against or incurred by MAVRON related to such legal action.

FORCE MAJEURE

MAVRON will not be liable for any delay in the performance of its obligations or for any damages suffered by the Buyer by reason of such delay, when such delay is directly or indirectly caused by or in any manner arises from fires; floods; accidents; riots; acts of God; governmental interference; embargoes; strikes; labor difficulties; shortages of labor, fuel, power, materials, or supplies; transportation delays; any existing or future laws or acts of the federal or any state government (including specifically, but not exclusively, any orders, rules, or regulations issued by any official or agency or any such government) affecting the conduct of MAVRON's business; or any other cause or causes (whether or not similar in nature to any of those specified above) beyond MAVRON's control.

NO WAIVER

The failure of MAVRON upon knowledge of any default or violation by Buyer of any of the Terms and Conditions of this Agreement to enforce its rights or remedies shall not be construed as a waiver of such default or violation, or of any provision hereof, or of any of its rights or remedies.

CANCELLATION FOR INSOLVENCY OR INSTITUTION OF PROCEEDINGS

In the event of any suspension of payment or the institution of any proceedings by Buyer against MAVRON, or the initiation of voluntary or involuntary proceedings in bankruptcy or insolvency proceedings naming Buyer as a debtor, or proceedings under any provisions of the United States Bankruptcy Code in which Buyer is a debtor, or for the appointment of a receiver or a trustee or an assignee for the benefit of creditors, MAVRON shall be entitled to cancel this contract forthwith, without liability for loss of anticipated profits.

LIMITATION OF LITIGATION/ATTORNEY FEES

Any controversy or claim of Buyer arising out of or related to this Order must have accrued within the applicable warranty period, and then be commenced within one (1) year after the cause of action has accrued. MAVRON shall be entitled to reimbursement of all costs and expenses, including reasonable attorneys' fees and other litigation expenses, from the Buyer relating to any lawsuit arising from this Agreement in which MAVRON prevails.

ENTIRE AGREEMENT / GOVERNING LAW AND FORUM / SEVERABILITY

Except as otherwise agreed to in writing, this constitutes the entire agreement between MAVRON and Buyer, superseding all prior quotations and understandings, oral or written. All such previous communications are hereby abrogated and withdrawn, and no stipulations, representations, or agreements by MAVRON, or its officers, agents, or employees, shall be binding upon Seller unless reduced to writing and attached to and incorporated by reference herein, and no local, general, or trade custom shall alter or vary the terms hereof. Any questions, disputes, controversies, or litigation arising either directly or indirectly from this Agreement, including but not limited to disputes concerning the validity, interpretation, or effect of this Agreement, or interpretation and enforcement of the rights and obligations of the parties hereunder, shall be governed (whether in law or in equity) by the laws of the State of Indiana, and the state courts of Indiana shall be the exclusive jurisdiction within which to resolve all such questions, disputes, controversies, or litigation.

COST REIMBURSEMENTS

Notwithstanding anything to the contrary in this Agreement, if the costs to MAVRON of acquiring any of the raw materials used in the production and supply of the product(s) (including, without limitation, the cost of acquiring raw materials, cost associated with tariffs, labor costs, shipping costs, or any other costs) materially increase from the cost levels as of the date of this Agreement, the parties agree that (1) buyer shall have the obligation to pay and reimburse to MAVRON such increased costs, or (2) MAVRON shall have the right in its discretion to terminate this Agreement, without further liability to Buyer, upon ten (10) days' notice to buyer. For purposes hereof, a "material increase" is defined to mean 10% of the quoted bill of material.