For any goods ("the Goods") ordered by Customer from CLD Handling Systems, Inc. ("Seller"), the terms stated herein will constitute the entire contract between Seller and Customer.  If these terms differ from those contained in any of Customer's forms, the terms in Customer's forms will be disregarded, and Customer's assent to the terms set forth below will be conclusively presumed (a) by  Customer's failure to object, in writing, within ten days from the date of this quotation, or (b) by Customer's acceptance of the Goods without Seller's having agreed in writing to a change in such terms.


1.     Disclaimer of Warranty.  There are no warranties, express or implied, made with respect to the Goods except the warranties, if any, made by the manufacturer of the Goods.  Customer agrees to rely solely on such warranties, if any, for any claimed defect in the Goods.  SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION OF ANY WARRANTY OF MERCHANTABLILITY, FITNESS FOR PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT OF ANY PATENT), AS TO THE GOODS.


2.     Limitation of Remedy.  If, despite the disclaimer set forth above, Seller is found liable for any defect in the Goods (which includes any defect in the title to, or delivery of, the Goods), Seller will, at its option, either (a) repair or replace the Goods which are defective or (b) refunds so much of the purchase price as Customer has paid for the Goods of the purchase price as Customer has paid for the Goods which are defective, provided that written notice of the defect and its nature is given Seller as soon as practical, after discovery of the defect, but in no event later than 90 days from the date of shipment by Seller.


3.     Limitation of Liability.  The remedy of repair, replacement, or refund of the purchase price is Customer's sole and exclusive remedy against Seller and will satisfy all of Seller's liabilities, whether based on contract, negligence, tort, strict liability, or otherwise.  IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  NOR SHALL SELLER'S LIABILITY IN CONNECTION WITH THE GOODS OR ANY SERVICE SOLD (OR THEIR DELIVERY OR NONDELIVERY) EXCEED THE SALES PRICE OF THE GOODS OR SERVICE.


4.     Inspection.  With respect to any claim made by Customer, Customer will allow Seller a reasonable time to inspect the  Goods and will not alter or remove the Goods until Seller has made such inspection or waived the right to do so.


5.     Security Interest.  Customer grants Seller, and Seller retains, a security interest in the Goods until the total price, including taxes, delivery, and other  charges, has been paid in full.  Customer will sign and deliver to Seller any additional security agreement and financing statements requested by Seller.


6.     Prices.  Prices may be changed by us without notice in order to reflect our prices at time of shipment and any increase in transportation, labor or other costs. We reserve the right to correct any obvious errors in specifications or prices.


7.     Taxes.  The price of the Goods does not include sales, use, excise, or other taxes.  Customer will pay such taxes directly or reimburse Seller for any such taxes which Seller may be required to pay.  Ohio Tax Exemption certification required in lieu of applicable state sales tax.


8.     Shipment.  Partial shipments may be made and invoiced separately.  Unless otherwise agreed in writing, Customer agrees to pay for the Goods on the basis of net  30 days from the date of invoice if Customer as open account with CLD Handling Systems, Inc., if Customer does not have open account, they may send check in advance or charge an order to Visa, MasterCard or American Express.  If customer is in default on any of its obligations to Seller (whether or not such obligation is in connection with the purchase of the Goods), Seller may, in addition to its other rights and remedies, defer shipments or deliveries hereunder, except upon receipt of the purchase price or satisfactory security.


9.     Risk of Loss.  Title and risk of loss or damage shall pass from Seller to Customer upon delivery be Seller to a common carrier for shipment to Customer or, if there is no delivery to a common carrier, upon delivery by Seller to Customer.


10.    Deliveries.  Acquisition of the Goods by Seller and delivery of the Goods to Customer are subject to strikes, threats of strikes, insurrection, governmental laws and regulations, fires, factory shutdowns, embargoes, war, riots, delays in transportation, calamities, and delays beyond the control of Seller, and any delays resulting from such cause will extend the delivery dates for the Goods.


11.    Cancellation.  After acceptance by Seller, orders cannot be canceled except with Seller's consent and upon terms that will indemnify Seller against loss.


12.    Assignment.  No right of interest arising out of any contract between Seller and Customer may be assigned by Customer without prior consent of Seller.


13.    Waiver and Modification.  No waiver or modification of any of the terms herein shall bind Seller unless in writing and signed by Seller.


14.    Governing Law.  The validity, construction, and interpretation of this contract and the rights of the parties hereto shall be governed by the laws of Ohio without reference to Ohio's choice of law rules.


15.    Entire Agreement.  Seller is not bound by any representations, promises, or inducements of any kind unless set forth herein.