All sales to purchasers other than Authorized White Drive Products, Inc. Distributors are subject to the following terms and conditions and to the terms and conditions contained in any White Drive Products, Inc. written quotation and in any White Drive Products, Inc. order confirmation:

Quotations and Prices. Prices are subject to change without notice and orders calling for future delivery will be billed according to the prices in effect at the time of delivery.

Terms of Payment. Net amount of invoice shall be paid in full within 30 days of the date of invoice. If in our opinion the financial condition of the purchaser at any time does not justify continuance of production or shipment on the terms of payment specified, we may require full or partial payment in advance. Purchaser shall pay for products without offset, deduction, or counterclaim of any kind.

Taxes. Prices are exclusive of all local, state, and federal taxes (such as present or future sales, revenue, excise, or other taxes applicable to the products). When applicable, all such taxes shall be added to the purchase price as a separate charge and shall be paid by the purchaser, unless the purchaser provides us with a tax exemption certificate acceptable to the taxing authorities.

Shipment. All prices are F.O.B. our factory in Hopkinsville, Kentucky, unless otherwise specified in the written quotation. Method and route of shipment are at our discretion, unless the purchaser supplies explicit instructions. All shipments are insured at the purchaser’s expense and made at the purchaser’s risk. Identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier. We will notify the purchaser promptly of any variances in shipment times and will reschedule delivery accordingly.

Delays. Deliveries shall be subject to and contingent upon strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in our usual sources of supply, governmental decrees or orders, or any other circumstances beyond our reasonable control, and White Drive Products, Inc. shall not be liable for any loss or damage arising therefrom. We shall have the additional right, in the event of the occurrence of any of the above contingencies, at our option, to cancel the sale in whole or in part without any resulting liability.

Conditions. All orders are accepted with the understanding that they are subject to our ability to obtain the necessary materials, and all orders and shipments are subject to our current manufacturing schedules and to applicable government regulations, orders, directives, and restrictions.

Cancellation. An order that has been accepted by us can be cancelled only with our written consent and upon terms that will indemnify us against loss.

Warranties, Disclaimers, and Limitations of Liability.

(a) LIMITED WARRANTY, DISCLAIMER, AND LIMITATION OF LIABILITY

For products manufactured by White Drive Products, Inc. that are purchased other than by or through an Authorized White Drive Products, Inc. Distributor, White Drive Products, Inc. warrants to the original purchaser that the products manufactured by White Drive Products, Inc. are free from defects in material and workmanship under normal use and service for a period of four (4) years from the date of manufacture or until the expiration of the manufacturer’s warranty with respect to any goods in which the White Drive Products’ product is properly installed, whichever occurs first. Our obligation under this warranty shall be limited to the repair or replacement (F.O.B. Hopkinsville, Kentucky), in our sole discretion, of the defective product for which we have issued a RGA number and which the purchaser returns, freight prepaid, to White Drive Products’ factory in Hopkinsville, Kentucky. Our obligation to repair or replace the defective product shall arise only if (a) the purchaser notifies us in writing of the defect immediately upon its discovery, (b) we receive timely notice of the claimed defect (see paragraph 9 of these Terms and Conditions) before the expiration of the warranty period, and (c) we determine, upon inspection, that the product is defective in material or workmanship. In no event shall White Drive Products, Inc. be liable for consequential or special damages, or for transportation, installation, adjustment, or other expenses that may arise in connection with such products or parts. This limited warranty does not apply to any product that has been repaired or altered in any way by any person or entity other than White Drive Products and it does not apply to any product that has been subject to misuse, abuse, alteration, improper operating conditions, faulty or improper installation, negligence, or accident. Products repaired or replaced under this warranty will be warranted under this limited warranty for the remainder of the original warranty period. Service and repair performed by White Drive Products for a fee on products that are not covered under this warranty will be warranted for 90 days from the date of service or repair.

THIS LIMITED WARRANTY IS EXCLUSIVE AND EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE LIMITED WARRANTY DESCRIBED HEREIN. THIS LIMITED WARRANTY CANNOT BE MODIFIED BY ANY PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, ANY DISTRIBUTOR OR RETAILER OF WHITE DRIVE PRODUCTS’ PRODUCTS, AND NO PERSON OR ENTITY IS AUTHORIZED TO ASSUME FOR US ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF THE PRODUCTS.

IN NO EVENT SHALL WHITE DRIVE PRODUCTS BE LIABLE FOR ANY BREACH OF WARRANTY IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE PRODUCT(S). IN NO EVENT SHALL WHITE DRIVE PRODUCTS BE LIABLE WITH RESPECT TO ANY CONTRACT OR THE PERFORMANCE OR BREACH OF ANY CONTRACT OR WITH RESPECT TO THE MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTION OF INSTALLATION, REPAIR, OR USE OF ANY PRODUCT, WHETHER IN TORT OR CONTRACT, FOR ANY AMOUNT EXCEEDING THE PURCHASE PRICE OF THE PRODUCT(S) UPON WHICH A CLAIM OF LIABILITY IS BASED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WHITE DRIVE PRODUCTS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE ANY PRODUCT MANUFACTURED, SOLD, OR SERVICED BY WHITE DRIVE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGE TO OR LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, OR CLAIMS OF CUSTOMERS OF THE PURCHASER. THE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS LIMITED WARRANTY AND DISCLAIMER ARE PURCHASER’S SOLE AND EXCLUSIVE REMEDIES, WHETHER IN CONTRACT OR IN TORT.

(b) The advice of our technical staff is available to the trade, but since we do not control or supervise the subsequent use of the products after sale, we do not warrant or guarantee any advice.

Claims. Claims for defective products, shortages, or for any other cause, shall be deemed waived and released by the purchaser, unless made in writing within 10 days after receipt of the product(s).

Purchase Order. Even if a purchaser’s order form is used to accept a quotation from us, it is expressly understood and agreed that the terms and conditions herein shall prevail insofar as they may in any way conflict with the terms and conditions in the purchaser’s order form, and the issuing of an order by the purchaser shall be deemed to constitute purchaser’s assent to these terms and conditions of sale.

Arbitration. Any controversy or claim arising out of or relating to any order for products shall be settled by binding arbitration in Hopkinsville, Kentucky, in accordance with the rules and procedures then in effect of the American Arbitration Association.

Patents. Purchaser shall hold White Drive Products, Inc. harmless from, and release and not make any claim or bring any suit against White Drive Products because of any suits, claims, losses, or other liability claimed against or suffered by purchaser arising from any claim of, or infringement of any patent, copyright, trademark, or other proprietary right or claim of unfair trade or competition arising out of purchaser’s use, possession, sale, or delivery of the products.

Stock Returns. Returns of products may only be made with our advance, written approval. Any approved return shall be made in compliance with and subject to the terms and conditions of our then current stock return policy as set forth in our Master Catalog.

Governing Law. The interpretation and enforcement of these terms and conditions shall be governed by the laws of the Commonwealth of Kentucky.