1. Terms and Conditions of Sale.  These Product Sales Terms and Conditions (these “Terms and Conditions”) shall be applicable to all sales of products (the
“Products”) to Purchaser by Wabash Valley Manufacturing Inc. (“Supplier”).  These Terms and Conditions supersede all prior agreements, orders, quotations, proposals, purchase orders and other
communications concerning the Products, and there are no other understandings or agreements, verbal or otherwise.  All sales of Products shall be subject to these Terms and Conditions.

2. Acceptance.  Any acceptance of a purchase order or other request for Products by Supplier is limited to and conditioned upon Purchaser’s acceptance of these Terms and Conditions.  Purchaser accepts these Terms and Conditions by expressly agreeing to these Terms and Conditions and/or proceeding with the purchase of Products.  No terms, conditions or warranties other than those contained in these Terms and Conditions, and no agreement or understanding, oral or written, in any way purporting to modify these Terms and Conditions, whether contained in Purchaser’s purchase order or shipping release forms, or elsewhere, shall be binding on Supplier unless hereafter made in writing and signed by Supplier’s authorized representative.  With the exception of quantity designation and delivery location supplied by Purchaser, Supplier expressly rejects any
term or condition that is in addition to, or inconsistent with these Terms and
Conditions.  Neither Supplier’s subsequent lack of objection to any terms or conditions, nor the delivery of the Products shall constitute an agreement by Supplier to any such term or condition. 

3. Pricing; Payment Terms.
Prices are in U.S. Dollars, and pricing may change without notice.  All prices are F.O.B. Supplier’s facility,
and freight charges will be prepaid and added to each invoice in accordance
with Supplier’s standard freight rate program. All taxes applicable to the sale
or delivery of Products are payable by Purchaser, unless Purchaser provides
Supplier with satisfactory evidence of exemption from same. All taxes
applicable to the sale or delivery of Products that are not paid directly by
Purchaser will be added to the sales price, invoiced to and paid by Purchaser,
unless Purchaser provides Supplier with satisfactory evidence of exemption from
same.  Payment for Products in advance of production and delivery is required.  Any amounts not paid when due shall accrue interest at the lesser of eighteen
percent (18%) per annum or the highest rate allowed by applicable law.

4. LIMITED WARRANTY AND WARRANTY DISCLAIMER. Supplier provides a limited warranty for
the Products in accordance with the terms detailed at https://www.wabashvalley.com/warranty/.  EXCEPT FOR SUCH LIMITED WARRANTY, SUPPLIER
MAKES NO WARRANTY WHATSOEVER AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY
WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

5. EXCLUSIVE REMEDY.  In the event of any breach of the Limited
Warranty, provided Purchaser provides Supplier written notice of such breach
within the Warranty Period, Supplier shall, in its sole and absolute
discretion, either (i) replace the non-conforming Products with conforming Products,
(ii) repair the non-conforming Products, or (iii) refund the amount paid for
the non-conforming Products. In any such instance, Supplier shall have no
further liability.  THIS REMEDY IS PURCHASER’S
SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE LIMITED WARRANTY. 

6. LIMITATION OF
LIABILITY.
PURCHASER AGREES THAT SUPPLIER SHALL NOT BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR LOSS OF
PROFITS OR REVENUE ARISING OUT OF THESE TERMS AND CONDITIONS, EVEN IF SUCH
DAMAGES WERE FORESEEABLE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,
OR OTHERWISE. IT IS FURTHER AGREED THAT SUPPLIER SHALL NOT, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR AN AMOUNT GREATER
THAN THE AMOUNT PAID BY THE PURCHASER FOR THE PRODUCTS FROM WHICH THE CLAIM
AROSE, AND TO THE EXTENT PERMITTED BY LAW, PURCHASER WAIVES ALL CLAIMS FOR
LIABILITY IN EXCESS OF THE AMOUNT PAID FOR SUCH PRODUCTS.

7. Delivery, Shipping
Charges and Duty to Inspect.  Products
are shipped unassembled, individually boxed and skidded to keep shipping costs at a minimum.  If the delivery address needs to be changed after pickup by the carrier, then a fee will be added to the order.  It is the responsibility of the customer to off-load the product from the delivery truck.  Off-loading services are available for additional fees. Please contact Wabash Valley Sales for quotes (800) 253-8619.  All claims for freight shortage or damages should be reported immediately to our Customer Service Department at (800) 253-8619 or online at https://support.wabashvalley.com/portal/en/home and noted on the
delivery receipt before signing. It is the responsibility of the
receiving personnel to thoroughly inspect and count all boxes (not just skids)
upon delivery and mark the delivery receipt for any discrepancies or damages at
that time.  Claims cannot be filed without properly documented delivery
receipts. When reporting damage, be sure to hold all containers and packing materials for inspection (all damage claims must be reported within 10 days from receipt of shipment).

8. Cancellations or Returns.  Orders may only be cancelled with prior approval of Supplier, and in no event may any custom order be cancelled once production has started.  No Products may be returned to Supplier without first obtaining written authorization from Supplier.  Please advise of invoice number, invoice date, and reason for your return.  Any authorized return of merchandise must be carefully packed and in resalable condition to be accepted for return.  A 25% restocking fee may apply to returned merchandise.

9. Indemnity. Except to the
extent caused by the gross negligence or willful misconduct of Supplier, Purchaser shall indemnify, defend and hold harmless Supplier, its officers, agents and employees, from all claims, damages, liability, actions, loss, costs, and expenses, including attorney’s fees, arising out of the delivery or use of the Products, including, but not limited to, those asserted by the end user of the Products or arising out of Purchaser’s failure to comply with applicable law. 

10. Force Majeure.  Supplier shall have no liability for delay or failure to make shipments or delivery, as a result of strikes, severe weather conditions, casualty, labor problems, mechanical breakdowns, fires, floods, accidents, epidemics or pandemics, actions of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production
facilities, or transportation, or any other condition beyond Supplier’s reasonable
control.

11. Governing Law; WAIVER OF JURY TRIAL; Venue. These Terms and Conditions shall be governed by and construed in accordance with the laws of Missouri, to the exclusion of its rules on conflicts of law. PURCHASER AND SUPPLIER WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER CONCERNING ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS AND CONDITIONS AND/OR THE PRODUCTS. Purchaser and Supplier agree that any claim by or against one another shall be brought exclusively in the state court presiding in Barry County, Missouri or in the United States District Court for the Western District of Missouri, if
jurisdiction can be obtained.  Purchaser
(i) agrees not to commence any action, suit, or proceeding relating thereto
except in such courts, (ii) submits to the personal jurisdiction and venue of
such courts for such purposes, and (iii) waives all claims (by way of motion,
as a defense or otherwise) of improper venue, that any such court is an inconvenient forum, and that such party is not subject personally to the jurisdiction of any
such court.

12. Assignment.  These Terms and Conditions shall inure to the
benefit of and shall be enforceable by the parties and their respective
successors and permitted assigns; provided, however, Purchaser may not assign
these Terms and Conditions (including Purchaser’s rights and obligations
hereunder), whether by operation of law or otherwise (including by merger, sale
of substantially all assets, sale of substantially all equity, or change of
control), without the prior written consent of Supplier.  

13. Miscellaneous. Supplier is an
independent contractor selling Products and nothing contained in these Terms
and Conditions is intended to create any other relationship or any fiduciary
relationship between Supplier and Purchaser. All notices shall be in writing and delivered by overnight courier or by personal delivery at each party’s address provided in the order documentation. If any provision herein is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and these Terms and Conditions shall be construed and
enforced as if such provision had never been a part hereof. The failure of
Supplier to enforce any provision of these Terms and Conditions shall not be
construed as a waiver or limitation of Supplier’s right to subsequently enforce
strict compliance with every provision of these Terms and Conditions. These
Terms and Conditions contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the
parties acknowledge have been merged into these Terms and Conditions.  The express terms of these Terms and
Conditions control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of these Terms and Conditions.