All Things Industrial Inc.

TERMS AND CONDITIONS OF SALE ACCEPTANCE

All orders and sales are subject to written approval and acceptance by an executive officer of ALL Things Industrial Inc. (herein ATI) and are not binding on ATI until so approved.

DELIVERY All shipping and delivery dates are estimated only. No delays in delivery will subject ATI to any costs, damages or fees for late delivery. Delivery of the products herein specified shall be made F.O.B. point of shipment, unless otherwise stated. ATI shall not be liable for delay due to causes beyond its reasonable control, such as Acts of God, acts of the purchaser, acts of civil or military authorities, priorities, fires, strikes, floods, epidemics, war, riots, delays in transportation, car shortages, and inability, due to reasons beyond its reasonable control, to obtain necessary labor, material, or manufacturing facilities. In the event of such a delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

TERMS OF PAYMENT If, in the judgment of ATI, the financial condition of the purchaser at any time does not justify continuation of manufacture or shipment on the terms of payment specified, ATI may require full or partial payment in advance. Pro rata payments shall become due as shipments are made. Each shipment or delivery shall constitute a separate sale, and the default of any shipment or delivery shall constitute a separate sale, and the default of any shipment or delivery shall not vitiate the contract as to other shipments or deliveries.

SALES AND SIMILAR TAXES

ATI prices do not include sales, use, excise, or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise, or other similar tax applicable to the sale of the product herein shall be paid by the Purchaser, or in lieu thereof the Purchaser shall provide ATI with a tax exemption certificate acceptable to the taxing authorities.

CANCELLATION Any contract resulting from the Purchaser's order may be canceled by the Purchaser only by negotiations and upon payments of reasonable cancellation charges which will take into account expenses already incurred and commitments made by ATI.

DESIGN CHANGES ATI reserves the right to make changes in design, improvements and additions in and to its products any time without imposing any liability or obligations to itself to apply or install the same in any product manufactured by it.

TITLE The title and right of possession of the products sold herein shall remain with ATI and such products shall remain personal property until all payments herein (including deferred payments whether evidenced by notes or otherwise) shall have been made in full in cash and the Purchaser agrees to do all acts necessary to perfect and maintain such right and title in ATI.

PRICE ADJUSTMENTS Prices are subject to change upon notice by ATI. Prices on existing orders are subject to surcharges in the event of cost increases of metals and transportation. All complete component accessory material manufactured by others and furnished with ATI products such as motors, drives, vibration equipment, controls or other completely assembled component structures, are subject to adjustment to the price at time of shipment regardless of the date of original order entry.

SAFETY ACCESSORIES ATI manufactures products designed to serve multiple applications and offers a wide range of safety equipment, including guards and other devices, as may be required to meet customer specifications. Without exception, ATI recommends that all orders include applicable safety devices. Products ordered without applicable safety device's are clearly the responsibility of the Purchaser. Further, the Purchaser warrants that it has determined and acquired any and all safety devices required for products sold by ATI. Weather covers and guards for motor and V-belt drives, couplings, shafts and bearings, along with inlet and outlet screens, are optional accessories noted in the price list.

GOVERNING LAW The rights, obligations and remedies of Purchaser and ATI, the interpretation of these terms and conditions and the sale of products by ATI shall be governed by Florida law, without regard to any principles of conflict of laws.

ARBITRATION Any dispute arising under or in connection with these terms and conditions or the sale of products shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The dispute shall be resolved by one neutral arbitrator who shall have no affiliation with either Purchaser or ATI and shall be selected by the American Arbitration Association office in Dallas, Texas. The arbitration proceedings shall be held in Miami, Florida unless specified by manufacture to be elsewhere.

APPLICABLE DOCUMENTS The agreement between ATI and the Purchaser relating to the products includes these terms and conditions of sale, any applicable installation and maintenance instructions provided by ATI and any terms appearing on ATI quotation, sales order acknowledgment and invoice.

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