TERMS AND CONDITIONS CONTROL. The following terms and conditions of sale (these "Terms and
Conditions"), are agreed to by Plateau Equipment Brokers, LLC ("Seller") and the Buyer ("Buyer"). Seller's
acceptance of any order is subject to these Terms and Conditions. No contrary, additional or different
terms, provisions or conditions shall be binding on Seller unless accepted by Seller in writing.
COMPLETE AGREEMENT. The order confirmation and these Terms and Conditions document represents
the full and final agreement of the parties regarding these Terms and Conditions and the purchase of the
Goods, defined below, from Seller.
MODIFICATION. Buyer understands and agrees that (a) no modification or waiver of these Terms and
Conditions shall be effective unless made by an authorized representative of Seller in writing addressed
to Buyer and specifically referring to these Terms and Conditions; (b) no course of action on the part of
Seller shall be deemed to modify these Terms and Conditions; and (c) Seller's acknowledgment or
acceptance of anything in writing from Buyer which is in conflict with these Terms and Conditions
(including any purchase order forms containing different terms or conditions) and any subsequent
delivery of Goods shall not constitute a modification or waiver of these Terms and Conditions.
GOODS SOLD. The final invoice shall cover the specific quantities of items listed on the face of the invoice
TERMS OF PAYMENT. The purchase price for the goods sold shall be as shown on the face of the invoice,
F.O.B. location of the Goods, unless otherwise agreed to in writing by the parties. The purchase price shall
be payable in United States currency in accordance with the terms outlined in the invoice. All invoices
rendered in accordance with the agreed terms which are not paid within 30 days shall be subject to
interest at the rate of 1.5% per month from the date of the invoice until it is paid.
DELIVERY. If Buyer requests delivery of the Goods, Seller shall deliver the Goods to a common carrier for
transport to Buyer's place of business or as directed in writing by Buyer, with all costs of transport borne
by Buyer. Buyer shall bear all risk of loss with respect to the Goods from the moment the Goods are
delivered to the common carrier.
SALES - USED EQUIPMENT. Buyer understands that the Goods have been used by persons other than
Seller. Buyer acknowledges that such Goods may contain hazardous chemicals or other hazardous
materials which may be or may become, by chemical reaction or otherwise, directly or indirectly
hazardous to life, to health, or to property (by reason of toxicity, flammability, explosiveness or for other
similar or different reasons during use, handling, cleaning, reconditioning, disposal or at any other time
after the article leaves the possession and control of Seller). Buyer does hereby discharge Seller from any
and all liability directly or indirectly resulting from the presence of the any chemicals or materials,
2 - Terms and Conditions of Sale
including and not limited to any and all liability, directly or indirectly, resulting from the failure of Seller to
provide specific warning with respect to any articles or substances or from the inadequacy of any warning.
DISCLAIMER OF WARRANTIES ALL GOODS ARE PURCHASED BY THE BUYER "AS IS" AND "WITH ALL
FAULTS", AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
ANY OTHER MATTER WITH RESPECT TO THE GOODS. Any affirmation of fact or promises made by Seller
shall not be deemed to create an express warranty that the Goods shall conform to such affirmation or
promise. Any descriptions, samples and specifications with respect to goods offered for sale herein are
not warranted by Seller to be accurate or complete. If a model or sample was shown to Buyer, such model
or sample was used merely to illustrate the general type and quality of goods sold by Seller and not to
represent that the Goods would necessarily conform to such model or sample. Any description is for the
sole purpose of identifying the Goods and no affirmation, promise, description, sample or model shall be
deemed part of the basis of the bargain. SELLER STRONGLY RECOMMENDS THAT BUYER CONDUCT AN
ON-SITE INSPECTION OF THE GOODS. SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF
BUYER'S FAILURE TO INSPECT THE GOODS OR FOR ANY INACCURACIES, INSUFFICIENCIES, OR OMISSIONS
IN SUCH DESCRIPTIONS, SAMPLES AND/OR SPECIFICATIONS. The employees or representatives of Seller
are not authorized to make any statement or representation as to the quality, character, size, condition,
quantity, etc. of the goods offered for sale inconsistent with these Terms and Conditions. Any such
statements will not be binding on Seller or be grounds for any subsequent claim.
ASSUMPTION OF LIABILITY. Buyer assumes all risks and liabilities resulting from the use of the shipped
goods. Seller neither assumes nor authorizes any person to assume for Seller any liability in connection
with the sale or use of the Goods.
DISCLAIMER OF LIABILITY. Buyer acknowledges that the Goods sold herein may be dangerous if improperly
used. Buyer acknowledges that it must contact the original manufacturer to obtain up-to-date installation
and operation manuals and other information to insure the safe operation of Goods. Buyer is responsible
for maintenance and upkeep logs and safety records. Seller will not be responsible for any loss or injury
resulting from defects or alleged defects in the Goods sold or from the subsequent use of the items. Buyer
agrees to defend any suit, action or cause of action brought against Seller, its directors, officers,
employees and other agents and representatives by any person based on any such alleged injury, illness,
or damage and to pay all damages, costs and expenses including, but not limited to, attorney's fees or
legal expenses in connection therewith or resulting therefrom.
INDEMNIFICATION. Buyer hereby agrees to defend, indemnify and hold harmless Seller its directors,
officers, employees and other agents and representatives from and against any and all liabilities,
judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including attorney's
fees and expenses and other professional fees and expenses, incurred or suffered by such person arising
from, by reason of, or in connection with any loss, damage or injury to person or property arising from,
by reason of or in connection with the Goods sold hereunder. This indemnification shall survive delivery
of the Goods to Buyer and any subsequent sale or other transfer of the Goods to a third party.
INSURANCE AND SAFETY RULES. Buyer shall not move, load, transport or otherwise handle the Goods on
Seller's premises without first having obtained insurance coverage satisfactory to Seller. Such insurance
shall include "Workers Compensation", employer's liability, public liability (bodily injury, property damage
and contractual liability) and automobile liability (bodily injury and property damage) insurance.
3 - Terms and Conditions of Sale
Certificates of insurance evidencing the aforementioned insurance coverages shall be furnished to and
shall be approved by Seller. Buyer shall comply with Seller's plant safety rules and regulations.
FORCE MAJEURE. Seller's ability to ship the Goods, or make them available for pick up, may be affected
by an act of force majeure, such as an act of God, war, sabotage, accidents, riots, fire, explosion, flood,
earthquake, wind, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labor,
containers or transportation facilities, accident, breakage of machinery, national defense requirements,
pandemic or health crisis, travel advisories, or any other cause beyond the control of Seller. Seller shall
have no liability for the failure to ship or deliver goods in the event of such force majeure and Seller's
obligation to complete the delivery of Goods shall be suspended during such force majeure event and for
a reasonable period of time thereafter; provided, however, that these Terms and Conditions shall
otherwise remain in effect.
INSPECTION. Buyer has inspected the Goods or hereby acknowledges that Seller invited, recommended
and cautioned Buyer to inspect the Goods and Buyer declined to examine the same.
LIMITATION OF DAMAGES. Seller's liability with respect to Goods sold to Buyer shall be limited to
refunding any payments made by Buyer (i) with respect to Goods returned to and accepted by Seller or
(ii) with respect to Goods ordered but not shipped by Seller upon Seller's cancellation of the invoice. In no
event shall Seller be liable for incidental, special, or consequential damages, lost profits, or any expenses
of Buyer, including, but not limited to, shipping costs.
GOVERNING LAW. All invoices and these Terms and Conditions shall be construed according to the laws
of the State of Oregon. The parties agree that venue for any claim or controversy arising from or relating
to invoices, these Terms and Conditions or the performance or breach thereof shall be exclusively laid and
limited to the state or federal courts located in either Multnomah County, Oregon or Deschutes County,
TAXES. All taxes assessed to any order are the responsibility of Buyer, including, but not limited to, local
and regional sales taxes and personal property tax, or if applicable, Buyer is to provide Seller with a valid
tax exemption certificate. In the event that Buyer either fails to pay the tax or other charges as agreed
above or fails to provide a valid exemption certificate, Buyer agrees to indemnify and hold Seller harmless
from any liability and expense by reason of Buyer's failure. Such indemnification shall include, but not be
limited to, attorneys' fees and/or other legal expenses relating to such failure.
REPAIR. Seller is not obligated to do any repair work or modifications upon the Goods prior to sale or
delivery. Any repair work or modifications performed by any third party on the Goods prior to sale shall
be performed at the sole request of Buyer using designs and instructions provided by Buyer. Accordingly,
Seller shall not be liable for any alleged damages caused by or resulting from the repairs or modifications.
SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY,
WORKMANSHIP OR ANY OTHER MATTER WITH RESPECT TO ANY SUCH REPAIRS OR MODIFICATIONS.
SEVERABILITY. If any provision of the invoice or these Terms and Conditions is determined illegal or
unenforceable, it shall not affect the enforceability of any other provision or paragraph of the invoice or
these Terms and Conditions.