1. Entire Agreement. Unless otherwise specifically provided by separate written agreement agreed by a duly authorized representative of Brevini U.S.A., Inc., (“Seller”), the terms and conditions specified below and on the attached Quotation and/or Order Confirmation (collectively “Conditions”) constitute the entire agreement between Seller and Buyer relating to the sale of the equipment and/or goods (“Products”), and no other terms or conditions shall be of any effect. Any acknowledgment of Buyer’s order is expressly limited to acceptance on the terms stated herein. TERMS AND CONDITIONS CONTAINED IN ANY OF BUYER’S FORMS, INCLUDING BUYER’S PURCHASE ORDER OR SHIPPING REQUEST WHICH ARE INCONSISTENT WITH OR IN ADDITION TO THE CONDITIONS STATED HEREIN ARE EXPRESSLY OBJECTED TO, REJECTED, NOT BINDING ON SELLER, AND NOT A PART OF THE AGREEMENT BETWEEN BUYER AND SELLER.   2. Prices. Specific to orders with multiple releases, unless otherwise specifically provided by separate written agreement agreed by a duly authorized representative of Seller, the seller reserves the right, by giving ninety (90) days written notice to Buyer, to increase the price of the Products to reflect any increase in cost to Seller which is due to any factor beyond the control of Seller.  On sales made subject to freight allowances, such allowances shall be limited to actual weight, and in the event of any increase or decrease in freight rates a corresponding charge or credit shall be made therefore. Buyer shall pay or at Seller’s option, reimburse Seller for any federal, state and local taxes, duties and assessments that may be payable with respect to the manufacture, sale, use, possession or delivery of the Products or services rendered.   3. Errors. Clerical and stenographic errors are not binding. Seller reserves the right to correct all typographical errors which may be present in the prices or specifications in the Proposal.   4. Warranty. (a) So long as Seller’s Products have been installed in accordance with Seller’s original applicable specifications and have been used in a normal manner for the purpose for which they were designed, Seller warrants to Buyer that Seller’s Products shall be free from defects in material and workmanship for a period of one (1) year from the date the Products are shown to have been placed in operation by original user or two (2) years from the date of shipment form Seller’s plant, whichever shall come first.  (b) Seller’s warranty shall be conditioned upon Buyer notifying Seller, in writing, of the defect in the Products within thirty (30) days of the failure of such Products.  (c) This warranty shall be invalid if the Products are repaired or altered without Seller’s written consent. (d) After Seller receives written notice of the deficiency, Seller shall direct Buyer to deliver the Products to Seller’s factory in Vernon Hills, Illinois, USA, at Buyer’s expense and free of extraneous equipment. Seller reserves the right to reject any Products returned without previous notification to Seller and Seller’s prior consent for such return. (e) If Seller determines that the Products are defective, then at Seller’s sole option, Seller shall repair or replace the Products. Buyer’s sole remedy under this limited warranty is expressly limited to the repair or replacement of the Products, as decided by Seller. (f)  THE ONLY WARRANTIES MADE WITH RESPECT TO THE PRODUCTS ARE THOSE STATED HEREIN. THIS SALE IS MADE ON THE EXPRESS UNDERSTANDING THAT NO OTHER WARRANTY IS APPLICABLE, EITHER EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.   5. Limitation of Liability. Under no circumstances shall Seller be liable for any consequential, special, incidental, or punitive damages, losses or expenses resulting from or caused by any defects in the Products or deficiencies in Seller’s services. The price stated for the Products and/or services   constitutes consideration for limiting Seller’s liability. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY BUYER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.   6. Technical and Engineering Service. Any and all designs, plans, drawings, specifications, advice relative to applications, and all other technical and engineering services which Seller may have furnished or may hereafter furnish with reference to this order or the project to which it relates are furnished solely for the review and approval of Buyer and its engineers. If within 14 days after Buyer has been requested to approve drawings, Buyer fails to sign the drawing or fails to advise Seller in writing of any objection to the drawings, it shall be conclusively presumed that such drawings have been approved and accepted. Any additional expenses to Seller due to changes in specifications or drawings which have been approved by Buyer and for any work performed or apparatus or materials furnished in addition to that herein specified shall be added to the purchase price and paid by Buyer. All drawings, illustrations or samples prepared by Seller applicable to this Proposal are to be considered the property of Seller and shall be returned upon demand. All drawings, illustrations or samples prepared by Seller shall be considered confidential and shall not be used in any way detrimental to the best interest of Seller or released or divulged to any other person or entity without Seller’s prior written consent. Seller makes no representation or warranty with respect to the accuracy or sufficiency of any of said documents, advice or services, nor shall it have any liability of any kind or nature with respect thereto, whether or not so reviewed and approved by buyer and it’s engineers.   7. Service Charge/Costs of Collection. Buyer agrees to pay a service charge to Seller at the rate of 1.5% per month on all past due invoices, not as a penalty but in order to compensate Seller for its costs associated with Buyer’s failure to timely pay the invoice(s). Buyer also agrees to pay Seller all costs of collection of Seller’s outstanding invoices to Buyer including, but not limited to, attorneys’ fees and court costs.   8. Security Interest. Buyer grants to Seller a security interest in the Products and material hereunder and any proceeds thereof until the purchase price has been paid in full. Buyer reserves the right to repossess and remove the projects and material (with or without legal process) in case of default by Buyer. The Products and material shall remain personal property regardless of how they are affixed to Buyer’s real property. Buyer agrees to properly care for all Products and material delivered until the same is paid for in full. Seller shall have all the rights of a creditor under the Uniform Commercial Code as enacted by the State of Illinois. Seller may file such financing statements or forms deemed necessary by Seller to perfect or maintain perfection of Seller’s security interest hereunder.   9. Cancellation by Buyer. Once accepted by Seller, this agreement is not subject to cancellation by Buyer without Seller’s express written consent. Any such cancellation shall be subject to a cancellation charge equal to material and other costs, prints, cancellation charges, overhead and fully burdened labor incurred by Seller or any of Seller’s affiliated entities plus a 15% profit, not as a penalty, but as the reasonable estimate of the damages which Seller will suffer on account of the default of Buyer.    10. Cancellation/Suspension of Performance by Seller. Seller reserves the right to require payment for any shipment hereunder in advance, or satisfactory security, if the financial responsibility of Buyer becomes unsatisfactory to Seller. Seller may, at its option (and in addition to other remedies) cancel any unshipped portion of this order or any other outstanding orders pending with Seller, Buyer to remain liable for all unpaid accounts if Buyer: (a) fails to make payment in accordance with the terms of this agreement, (b) fails to comply with any provision hereof, (c) becomes insolvent, (d) is the debtor in a voluntary or involuntary bankruptcy petition, (e) has legal proceedings instituted against it by creditors or stockholders, (f) has legal proceedings instituted for the appointment of a receiver, trustee or assignee for it or its property, or (g) if, at any time, in the sole judgment of Seller, Buyer’s financial condition endangers or impairs Buyer’s ability to perform under this agreement.   11. Delivery. Seller shall not be liable for loss or damage due to delays in furnishing parts, equipment or services, regardless of cause.   12. Contingencies. The parties acknowledge that delivery of Products hereunder may be delayed in the event of a fire, strike, riot, war, acts of God, delay of carriers, governmental order or regulation, complete or partial shut down of plant by reason of inability to obtain raw materials or power and/or any other similar or different contingency beyond the reasonable control of Seller. However, Seller shall promptly notify Buyer of any such delay in delivery.   13. Assignment. This agreement is between Seller and Buyer. Buyer agrees not to assign this order or delegate the performance of its duties without the consent in writing of Seller. Any such assignment or delegation without the previous written consent of Seller may result in cancellation of all of Seller’s obligations hereunder.   14. Risk of Loss. Title to and risk of loss to the Products herein offered or sold shall transfer to Buyer upon delivery of said Products to Buyer at the F.O.B. point or other location specified herein.   15. Legal Remedies/Venue/Governing Law. Any dispute arising between Buyer and Seller based upon the Order Confirmation or the Products purchased pursuant hereto shall be resolved by arbitration in Chicago, Illinois, in accordance with the Rules of the American Arbitration Association, and the award of the arbitrator(s) shall be final and binding upon the parties. A “dispute” is any controversy or claim related to the purchase of the Products other than a claim relating to: (a) Buyer’s failure to pay to Seller an agreed-upon down payment or invoiced amount or any amounts due in accordance with the Conditions, (b) the issuance, by Buyer, of a check which is not honored by Buyer’s bank, (c) any claim for injunctive relief, or (d) any claim for replevin of the Products. In the event the demand for arbitration is filed pursuant hereto, the parties shall have the same rights to discovery under the Illinois Rules of Civil Procedure as if the dispute had been filed in an original action in an Illinois Court of original jurisdiction, and any Court located in Chicago, Illinois, shall have jurisdiction and shall be authorized to enforce said rights as if the entire dispute were pending before said Court. In the event a lawsuit is filed pursuant hereto, the lawsuit shall be filed in the United States District Court for the Northern District of Illinois, Eastern Division or in the Circuit Court of Cook County, Illinois and Buyer and Seller agree that either court shall have personam jurisdiction over the parties and venue is proper in either court. The contract between Buyer and Seller and the obligations imposed upon Buyer and Seller shall be deemed entered in, and shall be governed by and construed according to the laws of the State of Illinois.   16. Other Terms. No waiver of any breach of any provision hereof shall constitute a waiver of any other breach or of such provision. Any clause required to be included in a contract of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein.