TERMS AND CONDITIONS
OF SALE AND WARRANTY

GENERAL
These terms and conditions of sale and warranty, and the Precision Zone Quote or Order Acknowledgement to which they have been incorporated by reference, shall constitute the final, complete and exclusive statement of this contract and may not be modified or rescinded, except by a written instrument signed by the parties. As an offer, the Precision Zone Quote or Order Acknowledgement expressly limits acceptance to these terms and conditions. As an acceptance of the Buyer’s offer, this acceptance is expressly conditioned on the Buyer’s assent to any additional or different terms contained herein. As a confirmation of an existing contract, the parties agree that the Precision Zone Quote or Order Acknowledgement and these terms and conditions of sale and warranty constitute the final, complete and exclusive terms and conditions of the contract between the parties. Any varying, differing or additional terms and conditions contained in the Buyer’s purchase order, request for quotation or elsewhere in any other document shall not be binding upon STS Operating, Inc. d/b/a Precision Zone (“Precision Zone”).

Payment
Credit card payment will require the completion of the Credit Card Authorization form. Unless otherwise agreed to in writing, all invoices shall be paid within thirty (30) days after shipment by Buyer. The minimum order amount is $50. All Buyers on NET terms will be required to provide a Purchase Order. If Buyer fails to pay any invoice when due or if, in the judgment of Precision Zone, the financial condition of Buyer at any time prior to shipment does not justify the extension of credit, then Precision Zone may require payment in advance or otherwise modify the payment terms upon notice to Buyer. All delays occasioned by acts of Buyer shall be at the expense of Buyer. Precision Zone reserves the right to assess reasonable charges for its expenses resulting from such delays. Interest at the rate of one and one-half percent (1 1/2%) per month or at the highest rate allowed by law, whichever is more, shall be charged to all overdue accounts. Buyer will reimburse Precision Zone for all costs and expenses (including attorneys’ fees and the costs of bringing any action) incurred in collecting any amounts past due.

Prices
All prices are quoted and payable in U.S. dollars. Quoted prices shall remain open for thirty (30) days’ only. All orders are subject to acceptance by an authorized representative at Precision Zone headquarters. The prices quoted do not include shipping costs or any taxes. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever imposed by any governmental authority on or measured by the transactions between Precision Zone and Buyer shall be paid by Buyer in addition to the prices quoted or invoiced. In the event Precision Zone is required to pay any such taxes or other charges, Buyer shall reimburse Precision Zone.

Non-Returnable Items
Notwithstanding anything herein to the contrary, all Goods provided are NON-RETURNABLE and NON-CANCELLABLE by Buyer without exception unless approved by Precision Zone prior to return and subject to Precision Zone’s then in effect restocking/cancellation fee as provided by Precision Zone in writing with return approval. All approved returns are limited to standard stocked items in new and resaleable condition per Precision Zone’s sole and reasonable discretion. Sales of consumable items such as encoders, bearings, integrated circuit components, transistors, fans, contactors, fuses, transformers, relays, resistors, etc, are final with no refunds, credits, returns or exchanges. Items that are sold “as is” will not be eligible for return.

Non-Warranty Returns
Unused Items (except consumable parts or “as is” items), which Precision Zone approves for return must be returned within 14 days from the date of invoice. All non-warranty returns are subject to a minimum 15% restocking fee (if exchange, restocking fee is applied on full value of exchange – core charge included) and will be evaluated to confirm the product is in the same condition as when sold. Return Authorization Number is required before returning an item. Buyer is responsible for all associated shipping charges.

Core Returns (Only applicable when Buyer is purchasing under an exchange option)
All cores must be delivered to Precision Zone within 30 days from the invoice date. In addition, a Core Return Tag should accompany all cores. Upon receipt of the core, Precision Zone shall perform an inspection of the core to determine the “economic repair value” and the actual core credit to be applied (“Core Credit”). Full or partial Core Credits will be issued after Precision Zone’s completion of the inspection. If a core is delivered to Precision Zone after 30 days and up to 60 days from the invoice date, a late charge of 40% will be deducted from the Core Credit. If the core is delivered to Precision Zone after 60 days and up to 90 days from the invoice date, a late charge of 75% will be deducted from the Core Credit. Cores received after 90 days will not be eligible for a Core Credit. Cores must be delivered to Precision Zone complete, fully assembled and in repairable condition in order to receive full Core Credit. A box of parts does not constitute a repairable core.. The Core Credit may be reduced, up to the full Core Credit amount, if non-wear parts are broken, missing, or damaged. To be eligible for exchange, cores returned must be the same as the cores for the unit sold, unless otherwise noted on original invoice. Buyer is responsible for the delivery of the core to Precision Zone. The cores should be packed carefully for return in order to protect the core from shipping damage. Precision Zone is not responsible for shipping damage.

Warranty
Precision Zone warrants at the time of shipment, new and used products sold by Precision Zone shall be free from defects in materials and workmanship. Precision Zone warrants that for a period of six (6) months or twelve (12) months on most products sold or serviced and for a period of twelve (12) months on parts and labor on Motor serviced items from the date of shipment. Not all items are warranted; consumable products and products that cannot be fully tested will not be warranted. Products that have failed during the warranty period must be returned to Precision Zone for inspection and repair. If any product or part is found by Precision Zone to be defective, Precision Zone will, at its sole discretion and as Buyer’s exclusive remedy, either repair, replace or return the purchase price paid to Precision Zone; provided that the subject product is used under normal conditions for which it was designed and installed, operated and maintained in accordance with Precision Zone' instructions and in accordance with generally accepted industrial practices. Precision Zone will not be responsible for unauthorized repairs to any products, even if defective. Precision Zone shall not be responsible for any products which have been altered, abused, misused, or improperly installed or repaired, or for any loss, damage, defect, claim or non-performance resulting from or attributable to Buyer's specifications. Products repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or thirty (30) days from date of the repair or shipment of the replacement, whichever is longer. Precision Zone warrants, for a period of thirty (30) days, that services shall be performed in a workmanlike manner. Buyer’s sole remedy for a breach of this service warranty is limited to further service or a refund or credit of amounts paid by Buyer, at Precision Zone’s option. Where Buyer orders non-stock products Precision Zone will, to the extent permitted, pass through to Buyer any warranty of the manufacturer. As to such items, Buyer’s sole remedy for breach of warranty shall be the remedy offered by and available from the manufacturer, if any. The above warranty is in lieu of and excludes all other warranties, whether implied, statutory or otherwise arising under applicable law. Buyer’s exclusive remedy shall be at the sole election of Precision Zone of repair, replacement, or return of the purchase price or fee paid to Precision Zone for, the particular defective product or service. Buyer shall be without remedy with respect to products which have been tampered with, altered, modified or reworked by any party not authorized by Precision Zone.

Warranty Repair & Return
Buyer’s Responsibility to Validate Warranty Time Period – Warranty claim must be received by Precision Zone within the warranty period. Buyer is responsible for supplying purchasing information (original purchase order/invoice number & date issued) to permit Precision Zone to determine the warranty period for the product. Warranty Exchange/Repair will not be issued if warranty time cannot be validated.

Product Returned for Warranty Repair
All products are subject to the terms of their respective original Warranty Agreements. Precision Zone shall make the final determination as to the application of the warranty. Products requiring repair and found to be within Warranty will be repaired/replaced and returned without charge and freight prepaid at standard ground shipping (does not include customs and duties). Precision Zone is not responsible for any loss or damage in transit. Product Warranty Exchange – Buyers requiring exchange of warranted product will be invoiced for the cost of replacement product. Buyers will receive full credit for the replacement product if: Defective Core product is returned within 30 days of receiving exchange replacement product; Defective Core product is within warranty claim period; Defective Core product was not misused, modified, neglected, improperly installed, was subject to excessive physical & electrical stress or operated under abnormal or improper environmental conditions; Buyer provides pertinent diagnostic information to validate warranty. Replacement Product Credit will be issued as follows to Buyers who meet all requirements for replacement product credit: Buyers with pre-approved credit terms - Precision Zone will issue a credit memo against previously invoiced product replacement cost; Credit Card or cash Buyers – Precision Zone will issue check refund.

Warranty Return and Exchange Procedure
Contact Precision Zone at (847) 465-9060 for RMA number; For Warranty Exchange, provide Precision Zone with Purchase Order Number or Purchase Authorization; email form to [email protected]; Correctly package item to prevent shipping damages; RMA number must be clearly listed on the shipping label, carton packing slip and Buyer document (or use provided preprinted self adhesive RMA stickers). Ship all returns to: Precision Zone RMA ##### 100 Chaddick Drive Wheeling, IL 60090 P: (847) 465-9060

Return and Exchange Closing
All Precision Zone approved RMA claims will close 30 days from RMA issue date. Defective products not returned within 30 days from the exchange product shipping date, will not be eligible for credit after the exchange closing. In no event shall Precision Zone be liable for any special, incidental, consequential or punitive damages, without limitations for loss of revenues, damage to buyer’s equipment or expenses resulting from “down time” whether or not caused by the negligence of Precision Zone repairs.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
Precision Zone’s warranty obligations hereunder shall not apply if the non-conformity or failure was caused by (a) Buyer’s failure to properly store or maintain the goods, equipment or parts; (b) the unauthorized modification, repair or service of the goods, equipment or parts by, or on behalf of, Buyer; (c) utilization of replacement parts not manufactured or supplied by Precision Zone; or (d) use or handling of the goods, equipment, or parts by Buyer in a manner inconsistent with Precision Zone’s recommendations. Further, Precision Zone’s warranty obligations under this section terminate if (a) Buyer fails to perform its obligations under this or any other agreement between the parties, or (b) Buyer fails to pay any charges due Precision Zone Any third-party warranties provided on equipment or parts not manufactured by Precision Zone are assigned to Buyer, without recourse, at the time of delivery, provided such warranties are assignable.

THIS SECTION SETS FORTH BUYER’S SOLE REMEDY AND PRECISION ZONE’S EXCLUSIVE OBLIGATION WITH REGARD TO NON-CONFORMING GOODS, EQUIPMENT, PARTS, SERVICES, REPAIRS, OR RENTAL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED PURSUANT TO THE PROVISIONS OF THIS SECTION, PRECISION ZONE MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AND PRECISION ZONE DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Precision Zone shall not be liable under any circumstances for consequential, incidental, indirect or remote damages. No claim by Buyer hereunder, whether relating to goods delivered, services performed or for non-delivery or non-performance, shall be greater than the purchase price of the goods or services in respect to which such claim is made. Any “custom conversion” or adaptation hereunder is pursuant to the Buyer’s specific request, and Precision Zone shall bear no risk of loss resulting therefrom. Buyer is solely responsible for the design, selection and application of fabricated equipment, products, components and materials purchased from Precision Zone. Any drawings, specifications, or information prepared by or furnished by Precision Zone are for reference purposes only, and Precision Zone makes no warranty or representations concerning the accuracy of such materials or information. Precision Zone has no responsibility for the design, selection and application of products, components and materials purchased by Purchaser. The foregoing limitations on Precision Zone’s liability shall also be the absolute limit of Precision Zone’s liability for negligence or defect in the manufacture, service, repair, installation or other action with respect to the goods or services sold hereunder.

Shipment, Force Majeure, and Error
All shipments shall be F.O.B. Shipping Point and risk of loss and/or damage to the products shall pass to Buyer upon delivery thereof to Buyer or its representative, or to a carrier for shipment to Buyer or its designated customer.
Precision Zone shall not be liable for any delays in performance or delivery arising from the acts or omissions of Buyer or any third party unrelated to Precision Zone resulting from or related to force majeure or other causes beyond Precision Zone reasonable control, including, but not limited to, war, blockade, embargoes, civil disturbances, strikes and lockouts, labor shortages, fire, epidemics and pandemics, terrorist attacks, manufacturing delays, materials shortages, and supply chain delays and other casualties, acts of nature, accidents and governmental acts (including regulations concerning export and import licensing and currency exchange). Failure of Precision Zone to perform for these reasons shall not be grounds for Buyer’s cancellation of its order but the delivery date shall be extended accordingly.
All claims for loss of or damage to products, whether concealed or obvious, must be made, in writing, to the carrier and to Precision Zone by Buyer as soon as possible after receipt of shipment, and in no case beyond 30 days of shipment, or such claims shall be deemed waived. Precision Zone will render reasonable assistance in providing information necessary for Buyer to process such damage claims with the carrier or any insurance company.

INDEMNIFICATION
Buyer agrees to defend, indemnify and hold harmless Precision Zone, its parent and affiliates, and their officers, agents and employees, against all third party claims, losses, expense, costs (including attorney fees) and causes of action of every kind, to the extent arising out of, or in connection with the acts or omissions of Buyer in relation to this Agreement or the article(s) sold or Services provided hereunder.

WAIVERS
Buyer hereby waives, for itself and for any and all persons who may assert a claim or lien in Buyer’s place or stead, whether by subrogation or otherwise, any and all liens or claims of lien against the Precision Zone for payments made by Buyer’s Workman’s Compensation insurance carrier to Buyer’s employees for injuries alleged to have been caused by any article sold hereunder. (b) Buyer hereby waives, for itself and for any and all persons who may assert a claim or lien in Buyer’s place or stead, whether by subrogation or otherwise, any and all claims against Precision Zone for contribution or for indemnity, whether such claims arise under contract, statute, common law, or otherwise.

TAXES
All applicable federal, state or local sales, use, occupational, excise, export, import or like taxes now in force or enacted in the future are the responsibility of the Buyer and shall be in addition to the price or prices stated on the reverse side of this document. Unless otherwise specifically stated, Precision Zone shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies.

Export Control
Buyer acknowledges that the products and related software and technology may be subject to export controls of the U.S. Government., including the Export Administration Regulations of the U.S. Department of Commerce. Buyer shall comply with all applicable laws, regulations, treaties and agreements regarding the use, import, export or re-export of the products and shall be solely responsible for obtaining all required licenses or approvals. The products are not intended for use in any nuclear, chemical or weapons production or environmental damage or for export, re-export, or distribution to any restricted or embargoed country or to a person or entity whose privilege to participate in exports has been denied or restricted by the U.S. government. Buyer shall indemnify, hold harmless and defend Precision Zone, its parent and affiliated companies from any violation of this section by Buyer or its employees, consultants, agents and customers.

MISCELLANEOUS
This Agreement may not be assigned or otherwise transferred by Buyer without the prior written consent of Precision Zone, and any such prior written consent shall be null and void and of no force or effect whatsoever. (b) Precision Zone’s failure to insist, in one or more instances, upon the performance of any term hereunder shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term and Buyer’s obligation with respect thereto shall continue in full force and effect. (c) Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address contained herein. Precision Zone’s address is 2301 Windsor Court, Addison, IL 60101. Any such notice, if so mailed, shall be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice purposes by written notice to the other party. (d) The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions.

COMPLETE AGREEMENT
This agreement constitutes the entire “Agreement” between the parties and cancels and supersedes all previous agreements and price quotations, if any, between the parties. Except as otherwise provided herein, this Agreement may be amended or modified only by a written instrument signed by Precision Zone and Buyer.

APPLICABLE LAW
This Agreement, and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by the laws of the State of Illinois. THE JURISDICTION AND VENUE OF ANY LEGAL PROCEEDINGS FOR THE RESOLUTION OF DISPUTES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY SALE BY PRECISION ZONE TO PURCHASER SHALL BE IN THE FEDERAL OR STATE COURTS SITTING IN DUPAGE COUNTY, ILLINOIS. PURCHASER HEREBY SUBMITS TO THE JURISDICTION OF ALL SUCH FEDERAL AND STATE COURTS SITTING IN DUPAGE COUNTY, ILLINOIS.