Note: This document is also included in the Credit Application PDF File.

1. Definitions. “Seller” shall mean Midwest Truck and Auto Parts Inc. “Product” shall mean the property and/or service being sold (or leased). “Manufacturer” shall mean the company that manufactured the product. “Buyer” shall mean the purchaser (or lessee) to whom the Seller is selling (or leasing) the Product. 

2. Legal Effect. Seller hereby acknowledges Buyer’s order of the Product, as an accommodation, subject to Buyer’s acceptance of these Standard Terms. In the event these Standard Terms of Sale are inconsistent with the provisions of the standard terms of sale of the Manufacturer, the provisions of the standard terms of sale of the Manufacturer shall control. Seller shall proceed with performance and will make shipment inaccordance with these Standard Terms of Sale. Buyer’s acceptance of the Product shallinclude and be acceptance of these Standard Terms of Sale. Unless expressly agreed to in writing by an officer of Seller, these Standard Terms of Sale shall represent the final, complete and exclusive statement of the agreement between the parties and may not be modified, supplemented, explained or waived by parole evidence, the Buyer’s purchase order or a course of dealing, and contrary terms are expressly rejected. Buyer agrees that all actions or proceedings relating to this agreement may be brought only in the courts inthe state of Illinois, located in Cook County, Illinois. Buyer waives any objection it may now or hereafter have to the venue of any such court and any right it may have now or hereafter to claim that any such action or proceeding is in an inconvenient court. Nothing contained herein shall affect the right of the Seller to commence an action or proceeding in any other jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Illinois without giving effect to any choice of law principle or rule that would cause the application of the laws of any jurisdiction other than Illinois. The terms between the Manufacturer and Buyers shall be governed by the laws of the State governing the agreement between the Seller and Manufacturer. 

3. Terms of Payment. Unless otherwise specified herein, the terms of payment shall be netcash (U.S. Dollars) within terms agreed to by our Sales Department for each specific orderas memorialized on our invoice. Prices stated herein are subject to adjustment to the pricesin effect on the date of shipment. All shipments shall be F.O.B. point of shipment, unless otherwise specified herein. Seller reserves the right to demand full payment, in cash, before shipment, if Seller deems itself insecure by it’s perception of the financial condition of theBuyer and, if such demand is not satisfied with fifteen (15) days, Seller may cancel this agreement. Accounts past due shall bear interest at the rate of eighteen (18%) percent perannum or, if less, the highest rate of interest allowed by law, and Buyer shall pay all costsof collections, including reasonable attorneys’ fees. If Buyer delays shipment, payments, shall become due as of the date of such delay. If Buyer delays performance, Seller mayrequire payment according to percentage of completion.   

4. Taxes and Fees. All prices exclude any and all sales and shipping fees and present andfuture sales, use, occupation, license, excise and other taxes in respect of manufacture, sales or delivery, all of which shall be paid by Buyer, unless included in the purchase priceat the proper rate, or unless a proper exemption certificate is furnished. 

5. Conditions Precedent. Seller shall not be required to proceed with performance here under if Buyer is in default in the performance of this or any other agreement with Seller. Seller’s performance is also subject to approval of Seller’s credit department and Buyer shall furnish Seller with satisfactory evidence of financial responsibility, upon request. Seller reserves theright, prior to making any shipment, to require satisfactory security from Buyer of the performance of Buyer’s obligations under this or any other agreement with Seller. 

6. Shipping. Seller shall use its sole discretion regarding the best means of shipment. All transportation charges, including freight and handling charges, shall be Buyer’s expense. All shipping dates given are approximate and neither Manufacturer nor Seller shall be liable for damages, occasioned by delay in shipment resulting from any cause beyond Seller’s reasonable control including but not limited to, fires, acts of God, accidents, strikes, or otherforms of intervention, embargoes, or inability to obtain labor, equipment, materials or services. Any delays so occasioned shall affect a corresponding extension of Seller’s of Manufacturer’s performance dates which are, in any event, understood to be approximate. In no event shall Buyer be entitled to incidental or consequential damages for Seller’s or Manufacturer’s late performance or failure to perform. 

7. Title. Full risk of loss (including transportation delays and losses) shall pass to the Buyer when the Product is ready to be shipped at the F.O.B. point or the date upon which the Seller, at the request of the Buyer, consents to a delay in shipment beyond the contract date. Seller shall retain title to the Product, for security purposes only, until paid, in full. Product shallremain personal property, regardless of how affixed to any realty or structure, until the Sellerhas been paid, in full. Seller shall, in the event of Buyer’s default, have the right to repossess such Product. 

8. Warranty. To the extent available, all warranties from the Manufacturer to the Seller arehereby extended to the Buyer, subject to the terms and conditions set forth herein. a. The obligation of Manufacturer and Seller, as Buyer’s sole and exclusiveremedy, shall be limited, as Manufacturer and Seller may elect, to repair orreplacement of any defective Product if the Manufacturer is properly notified within its Warranty Period. In the alternative, Manufacturer or Seller may, atits option, refund the purchase price, in lieu of repair or replacement of any defective Product. Any defective Product must be held for Manufacturer’sor Seller’s inspection and directed return to the Manufacturer, upon request, transportation charges prepaid. b. The Warranty Period and conditions of warranty for any specific Product areas stated in the Manufacturer’s specific warranty statement, or this agreement. c. No Warranty shall be effective as to any claim, which is not presented to Seller, in writing, immediately upon discovery of any defect, with all identifying details, including serial number, type of equipment and date of purchase. d. Neither Manufacturer not Seller shall have any obligation for defects resultingfrom Buyer’s, or any third party’s, improper storage, installation or repairs, misapplication, misuse, negligence or accident. e. AS BETWEEN THE BUYER AND SELLER. THE BUYER IS PURCHASINGTHE PRODUCT FROM THE SELLER ‘AS IS’, EXCEPT AS SET FOR THHEREIN. NEITHER MANUFACTURER NOR SELLER MAKES ANYWARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANYWARRANTY OR OF MERCHANT ABILITY OR FITNESS FOR APARTICULAR PURPOSE. IF THE EQUIPMENT IS NOT PROPERLYINSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTIEDBY THE MANUFACTURER, OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, BUYER SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST THE MANUFACTURER, AND BUYER HEREBY WAIVES ANY SUCH CLAIM AGAINST SELLER. f.  Equipment not manufactured by Manufacturer is warranted and guaranteed only to the extent and in the manner warranted and guaranteed to Manufacturer of Seller by the Manufacturer thereof and then only to the extent Seller or Manufacturer is able toenforce or extend such warranty or guarantee to, or on behalf of, the Buyer. 

9. Indemnity and Limitation of Liability. To the extent Manufacturer holds Seller harmless.Seller will save Buyer harmless from any claims or causes of action for personal injury, death or property damage caused solely by negligence on the part of Manufacturer in the manufacture of any Product sold hereunder, provided that any proven defect in manufacture existed at the time of the Manufacturer’s shipment of the product. Seller’s and Manufacturer’s liability for any and all claims, damages, losses and injuries arising out of or relating to Seller’s or Manufacturer’s performance or breach of any term herein shall not exceed the purchase price of the goods. IN NO EVENT SHALL MANUFACTURER OR SELLERBE LIABLE FOR INCIDENTAL, COLLATERAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS OR GOODWILL, LOSS OF PROGRESS OR CONSTRUCTION, LOSS OF USE OF EQUIPMENT OF FACILITIES, OR INCURRING OF MACHINERY OR FACILITY DOWNTIME. IN NO EVENT SHALL SELLER OR MANUFACTURER BE LIABLEFOR ANY CLAIMS, WHETHER ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM CLAIMS OF NEGLIGENCE OR NEGLIGENT MANUFACTURE, IN EXCESS OF THE PURCHASE PRICE. Buyer shall save Manufacturer and Seller harmless from any loss, claim, or damage caused by negligence on the part of the Buyer or its designees in the servicing, repair, modification, assembly, demonstration, or application of any Product furnished by Manufacturer or Seller. 

10. Performance, Inspection, and Acceptance. Unless Seller specifically assumes installation, construction or start-up responsibility, all Products shall be finally inspected and acceptedwithin five (5) days after receipt at point of delivery. Products not covered by the foregoing,and all work, shall be finally inspected and accepted within twenty (20) days after completionof the applicable work by Seller. All claims whatsoever by Buyer (including claims forshortages), excepting only those provided for under the Warranty clause hereof, must beasserted by Buyer, in writing, within the said twenty (20) day period, or they are waived.Rejection may be only for defects substantially impairing the value of Products or work,and Buyer’s remedy for lesser defects shall be those provided for under the Warranty clause. 

11. Miscellaneous. This agreement may not be cancelled or altered, except with the written consent of Seller, and upon terms, which will indemnify Seller against all loss occasioned thereby. All additional costs incurred by Seller due to change in design or specifications modification of this agreement or revision of any Product must be paid by the Buyer. Written permission of the Seller must be secured prior to returning any Product for credit. The rights of Buyer hereunder shall neither be assignable nor transferable, except with thewritten consent of Seller. The Manufacturer and Seller reserve the right to change, discontinue or modify the design and construction of any Product, or to substitute material equal to or superior to that originally specified. Any action for breach of this agreement must be commenced within one (1) year after the cause of action is accrued. The Products sold hereunder are not designed or manufactured for use in or with any atomic installation or activity, and if Buyer intends to use them in any such installation or activity. Manufacturer’s permissionmust be obtained, the terms of which, if granted, shall become part of this agreement. 

12. Security Agreement. Buyer, as Debtor, hereby grants a security interest to Midwest Truckand Auto Parts Incorporated, as secured party, in any and all right, title, and interest which Buyer now hereafter have in the equipment described above until Seller is paid in full. Seller is hereby authorized to file this security agreement as a financing statement and is hereby authorized to add such additional information as may be necessary to comply with the formal requisites of a financing statement. 

13. Return Procedure. If a product needs to be returned it should be handled through the Midwest Truck and Auto Parts Inc. Customer Service Department. Please notify our Customer Service Department of any questions. Please have a copy of your packing slip and/or invoice when youcall. If an exchange or return is necessary, the Customer Service Department will send you a Return Goods Authorization (RGA). Merchandise must be shipped freight prepaid. Any merchandise being returned without the RGA number prominently displayed on the package will be refused. We must be notified of any shipping error within ten (10) business days ofyour receipt. Any return after ten (10) business days is subject to a 20% restocking charge. We cannot accept returned product under any circumstances after ninety (90) days. All returns are subject to our inspection. 

14. Execution. The undersigned hereby represents he or she has the authority to bind Buyer to this Agreement and agrees to notify Seller immediately in writing of the change in his or her authority, including notification to Seller of the person assuming authority to bind Buyer to this agreement.       

15. This agreement represents the terms and conditions for all transactions between the parties hereto and is in effect for twelve (12) months from the date signed by the Buyer and is automatically renewed and extended for twelve (12) months, in perpetuity, from its anniversary date unless modified or cancelled by Seller.     

DATE: ______________    

COMPANY:_______________________________________ 

AGREED TO BY:______________________________     

TITLE:________________________________