Machine Service, Inc.

Terms and Conditions of Purchase

1. Controlling Provisions. These Terms and Conditions of Purchase ("Terms") apply to the purchase of any products ("Products") by Machine Service, Inc. ("MSI") from the vendor ("Seller" or "You"). The Terms and MSI's Purchase Order together constitute the "Contract" between the parties. No addition or modification to the Contract will be enforceable unless otherwise agreed to in a writing signed by MSI. No terms or conditions appearing in Seller's invoice or any other document furnished by or on behalf of Seller that are different from, additional to, or in conflict with the Contract will be binding on MSI, and any such terms or conditions are rejected by MSI and waived by Seller. MSI's order of all Products from Seller will be subject to the provisions of this Contract.

2. Acceptance. Seller will be deemed to have made an unqualified acceptance of this Contract on the earliest of the following to occur: (a)  Seller's acknowledgment of these Terms or any Purchase Order submitted by MSI from time to time; (b) Seller's commencement of manufacture or delivery of Products ordered by MSI; (c) Seller's acceptance of any payment from MSI; (d) Seller's failure to object to these Terms within ten days of receipt; or (e) any other event constituting acceptance under applicable law.

3. Termination of Contract. MSI may suspend or terminate this Contract, at any time, for its convenience and in whole or in part, by any reasonable manner. If MSI terminates this Contract for its convenience, Seller's sole claim will be for the costs it reasonably incurred in the performance of the Contract prior to such termination. IN NO EVENT WILL SELLER BE ENTITLED TO ANY PROSPECTIVE PROFITS OR ANY DAMAGES DUE TO MSI'S TERMINATION, SUSPENSION OR WITHDRAWALS OF SUSPENSION. If Seller is insolvent, bankrupt, or becomes subject to receivership or any similar proceedings, or makes a general assignment for the benefit of its creditors, or if Seller does not correct any failure of Seller to comply with this Contract within ten days after MSI notifies Seller in writing of such failure, MSI may terminate this Contract by written notice to Seller. In the event of such termination, MSI may complete the performance of this Contract by such means as MSI selects, and Seller will be responsible for any additional costs incurred by MSI in so doing. Any amounts due Seller for Products delivered by Seller in full compliance with the terms of this Contract prior to such termination will be subject to setoff by MSI for MSI's additional costs of completing the Contract and other damages incurred by MSI as a result of Seller's default.

4. Changes to Purchase Order. MSI may change the specifications for Products upon written notice to Seller. If such change would affect the price or delivery date for such Products, MSI and Seller will agree in writing upon an equitable adjustment to reflect the effect of such change. No substitutions will be made in this Contract without MSI's prior written authorization.

5. Delivery. Unless otherwise specified on the Purchase Order, Seller will deliver the Products F.O.B. to MSI's facility described on the Purchase Order (the "Facility") for shipments originating from within the U.S., and Seller will deliver the Products DDP to the Facility for shipments originating from outside the U.S. For international sales, Seller will mark the country of origin on the Products as required by and in accordance with U.S. law. For purposes of this Contract, DDP shall be construed in accordance with INCOTERMS 2000 of the International Chamber of Commerce, as amended. Title to and risk of loss of Products will remain with Seller until Seller delivers the Products to MSI at the Facility. Seller will pack, mark and ship Products in accordance with MSI's specifications from time to time. Seller will package Products in a manner to prevent damage or deterioration and will comply with all applicable packaging laws. MSI will not pay any charges for any containers, packaging, boxing, crating, marking, delivery, transportation, storage or other charges unless otherwise specified in the Contract. MSI will have the right at any time to specify the carrier and/or the method of transportation to be employed in conveying the Products, and MSI will pay any reasonable adjustment being made to cover any difference in transportation cost. Seller will make deliveries of the Products only in quantities and at times specified in schedules furnished by MSI, and MSI reserves the right to change the quantities and times of deliveries upon notice to Seller. Any forecasts provided by MSI are estimates only and are nonbinding. Unless otherwise agreed by MSI in writing, time is of the essence with respect to delivery of Products. Seller will immediately notify MSI of any actual or potential delivery delays.

6. Prices; Payment. If a price is not stated on the Purchase Order, the Products will be billed in U.S. dollars at the price last quoted to MSI, or the prevailing market price, whichever is lower. This order must not be filled at a higher price than last quoted or charged without MSI's prior written authorization. Prices will not increase without MSI's prior written consent, which MSI may withhold in its sole discretion. MSI's account with Seller will be paid within 60 days after MSI's receipt of invoice or acceptance of shipment, whichever is received later, except where cash discounts apply or other terms are specified and specifically agreed to in writing by MSI. MSI reserves the right of setoff of any amounts due Seller on this Contract against any amount due MSI from Seller on any transaction. MSI's acceptance of, or payment for, the Products or any other action or inaction will neither: (a) relieve Seller from any of its obligations and warranties hereunder; nor (b) constitute a waiver of MSI's rights and claims hereunder.

7. Rejection. All Products are subject to MSI's inspection during manufacture and/or after delivery. MSI will have the right to reject Products within a reasonable time from the date of delivery if any of such Products do not meet the quality standards furnished or adopted by MSI. If MSI rejects any Products, Seller will, within 20 working days from the date of rejection, at MSI's option, replace such Products or provide MSI with a refund. Alternatively, MSI may replace the Products and invoice Seller for the additional costs MSI incurs. Any Products rejected by MSI will be held at Seller's risk and subject to Seller's instructions or, at MSI's option, returned at Seller's expense. Seller will bear all shipping costs, the risk of in-transit loss and damage for replacement Products.

8. Warranties. Seller expressly warrants to MSI, MSI's customer and to the ultimate end user that: (a) the Products and all material, packaging and work covered by this Contract will: (i) conform to the drawings, specifications, samples or other descriptions furnished or adopted by MSI; (ii) conform to all representations of and specifications provided by Seller; (iii) meet or exceed the quality standards furnished or adopted by MSI; (iv) be merchantable, of good material and workmanship and fit and sufficient for the purposes intended; (v) be new, free from defects in material and workmanship; (b) the use and/or sale, alone or in combination, of the Products will not infringe or violate any U.S. or foreign letters patent, or any right in or to any patented invention or idea, or a trademark or copyright; (c) the Products and their production, storage, pricing, delivery and sale hereunder are in compliance with foreign, U.S., state and local laws applicable thereto including, without limitation, all packaging and labeling laws and any applicable laws, regulations, rules and standards; and (d) Seller is conveying good title to the Products, free and clear of any liens or encumbrances. Seller acknowledges that it has knowledge of MSI's intended use and warrants that all Products that have been manufactured by Seller based on MSI's use and will be fit and sufficient for the particular purposes intended by MSI. Any Products not in accordance with the foregoing warranties or any special warranty will be deemed to be defective and may be rejected by MSI. MSI's approval of Seller's specifications will not relieve Seller of any of its warranty obligations. Seller will maintain a quality assurance system which is adequate in MSI's judgment to detect and prevent shipment of nonconforming Products. In the event of any recall affecting the Products, Seller will indemnify MSI and the MSI Parties in accordance with section 11. MSI will have the right to control the recall process and Seller will fully cooperate with MSI in connection with the recall. Seller will provide to MSI Material Safety Data Sheets upon delivery of Products containing chemicals to MSI and must be consistent with and include information required by the OSHA Hazard Communication Standard published as 29 C.F.R. § 1910.1200, as the same may be amended or supplemented from time to time.

9. Breach of Warranty. If Seller breaches any of its warranties, Seller will be liable for and indemnify MSI and the MSI Parties from and against all Damages incurred by them including, without limitation, the purchase price of the Products, delivery costs, replacement and cover costs, lost profits, consequential and incidental damages. Seller acknowledges that, if the Seller's breach causes MSI to deliver products to its customers either late or below MSI's standards, MSI will incur lost profits and other damages for which Seller is liable. Without limiting the foregoing, Seller will promptly and at its sole cost replace any Products failing to conform to the warranties set forth in this Contract. Replacement Products will be subject to the same warranty as provided above. If Product is held to constitute an infringement of a third party right, Seller will, at its expense, either procure for MSI the right to use said Product or replace same with a substantially equal but not infringing Product, or modify it so that it becomes substantially equal but not infringing.

10. MSI's Tooling and Intellectual Property. Seller shall not disclose to any third party any information about the quantities, times of purchase or delivery, specifications, products ordered or any other confidential information related to MSI's orders for the Products. Seller will give MSI an opportunity to purchase any specialized tooling required to manufacture the Products supplied for MSI under this Contract ("MSI's Tooling"). Seller shall use MSI's Tooling and manufacturing specifications only in connection with the manufacture of Products for MSI. Seller agrees that MSI will at all times retain all rights, title and interest in and to MSI's Tooling and manufacturing specifications and title shall not pass to Seller, its affiliates, or any third party who may have possession of such tooling or specifications. Seller shall label MSI's Tooling as property of MSI and shall not, directly or indirectly, remove, deface or obliterate any markings on MSI's Tooling which would indicate that such tooling is the property of MSI. Upon MSI's request, Seller will return to MSI all of MSI's Tooling and any other manufacturing specifications which were paid for or provided by MSI without retaining any copies or embodiments. All of MSI's intellectual property is and will remain MSI's sole property, and Seller agrees not to take or permit any action contradicting MSI's rights. Seller warrants and agrees that MSI's trademarks and other identifying marks will be used only on products supplied to MSI and in the manner and subject to the restrictions imposed by MSI. MSI's rights will be enforceable by injunctive relief and/or a decree of specific performance. Seller does not acquire any rights, title or interest in any of the trademarks or trade names of MSI by virtue of this Contract, and Seller will not use or in any way refer to MSI's trademarks or trade names without MSI's prior written permission. Nothing will limit the statutory or common law of torts or trade secrets where it provides MSI with broader rights.

11. Indemnification and Insurance. Seller hereby releases and agrees to promptly defend, indemnify and hold MSI and its affiliated corporations, employees, customers, successors and assigns (collectively, "MSI Parties") harmless from and against all liabilities, losses, claims, court costs, incidental and consequential damages, attorneys' fees and other expenses arising from any loss, damage or injury (including death) to any person or property ("Damages") in any way relating to the Products or: (a) any alleged defects in the Products; (b) any inadequate disclosures, labels, packaging, warnings or instructions; (c) the alleged violation of any statute, ordinance or other law, order, rule or regulation; (d) any alleged unfair competition resulting from similarity of design, trademark, use or appearance of the Products; (e) bodily injuries, deaths or property damage caused by a negligent or wrongful act or omission of Seller, or any employee or agent of Seller; (f) any breach of warranty set forth in the Contract or any special warranty; and (g) any recalls involving Products. The provisions of this section 11 will be effective whether or not such loss, damage or injury was proximately caused by the sole or partial negligent acts or omissions of MSI or any MSI Parties. MSI and the MSI Parties, at their option, may be represented by and actively participate through their own counsel in any such suit or proceeding, and Seller will pay the costs of such representation and participation. IN NO EVENT WILL MSI BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES ARISING IN RELATION TO THIS CONTRACT, AND SELLER AGREES TO INDEMNIFY AND HOLD MSI HARMLESS THEREFROM. Seller will, at its own expense, maintain in effect insurance with respect to its performance hereunder and the Products with such coverages and in such amounts as MSI may require in writing from time to time and, at a minimum, as may be commercially reasonable. Seller's compliance with these insurance requirements will not relieve Seller from liability under these indemnification provisions. Seller will indemnify MSI and the MSI Parties for any loss suffered due to Seller's failure to obtain or maintain the insurance required hereunder.

12. Miscellaneous. The terms and conditions set forth in this Contract constitute the entire agreement between the parties with respect to MSI's purchase of the Products and supersede all other agreements or communications, written or oral which may be deemed to be inconsistent with it. This Contract may not be amended or altered except by a writing signed by MSI. This Contract will be governed by and construed according to the laws of the State of Wisconsin. Neither this Contract nor sales hereunder shall be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Any and all disputes arising out of or relating to this Agreement shall be brought, heard, and determined exclusively in the U.S. District Court for the Eastern District of Wisconsin or any federal or state court of competent jurisdiction within Brown County, Wisconsin. Seller agrees to comply with all laws and regulations applicable to the purchase, transport, use, storage, sale, lease and/or disposal of the Products. The failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of this Contract will not be construed as a waiver or relinquishment of any right granted hereunder or the future performance of such term, covenant or condition. All of MSI's remedies herein are cumulative and not exclusive of any other remedies available to MSI at law, by contract or in equity.