Terms-And-Conditions

1. General

All sales, proposals and agreements shall be governed by the following terms and conditions. Prior course of dealings, trade usage and verbal agreements not reduced to a writing signed by HOTSET, to the extent that they differ from, modify, add to or detract from the contract, shall not be binding on HOTSET. There are no agreements, promises or understandings, either verbal or written that are not fully expressed herein. No statements, recommendations, or assistance by either party has been relied upon by either party or shall constitute a waiver by either provision hereof.

2. Deliveries

a.Quoted delivery dates and lead times are approximate.

b.Risk of loss or damage will pass to the purchaser on delivery of the goods to the designated carrier.

c.The purchaser’s written request to delay delivery will be honored by HOTSET only if feasible (as determined in HOTSET’S sole discretion), but in the event of delayed delivery at purchaser’s request, payment shall be due when the goods are completed. For goods that are completed but delayed at the purchasers request, title will pass to purchaser when goods are completed. Delayed items will be stored at the purchasers expense (at then-current market rates) and risk of loss on damages will pass to the purchaser upon completion.

d.HOTSET shall not be responsible for delay in shipment or non-fulfillment of any order due to accidents, strikes, material shortages, or other cause beyond control of HOTSET.

e.Unless otherwise agreed to by HOTSET and purchaser in writing, it is presumed that time is not of the essence.

3. Price and Payment

a. Prices are exclusive of freight, packaging costs or any tax now or hereafter imposed upon the sale of products herein involved.

b. Freight and packaging will be charged at HOTSET’s actual cost. HOTSET will select the mode of shipment consistent with the lowest cost and best service as determined by HOTSET in its sole discretion, which HOTSET does not warrant.

c. The terms of payment for products shipped within the United States of America to purchasers with approved credit shall be 1% discount for payments made within ten (10) days of the invoice date. No discount shall apply to amounts invoiced for freight, tax or packing. For products shipped from overseas, payment is due immediately on receipt of invoice.

d. The terms to purchasers who have not been approved for credit are C.O.D. or credit card for standard products and advance cash for orders of special or non-standard products.

e. Purchasers may establish credit by submitting to HOTSET the names, addresses and telephone numbers of three (3) favorable commercial references and one (1) bank reference or by evidence of a satisfactory Dun & Bradstreet credit rating.

f. When any payment is not paid on or before its due date, purchaser agrees to pay a late charge on the sum outstanding from the due date for receipt or payment to the actual date of receipt of payment, at a rate of 1.5% per month on the unpaid balance. If a payment is not paid on or before its due date, purchaser agrees that HOTSET may cease performance under any and all of purchasers purchase orders whether or not related to the late payment.

4. Limited Warranty – Disclosure

HOTSET warrants that the goods, or work performed by HOTSET shall be free from defects in material and workmanship. HOTSET’S obligations hereunder are contingent upon purchaser giving HOTSET prompt notice of the subject defects. This warranty shall be in effect for one full year after delivery date of shipping or the subject HOTSET product to the purchaser.

5. Disclaimer

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY. IMPLIED WARRANTIES OF FITNESS AND MERCHANTABILITY SHALL NOT APPLY. HOTSET’S WARRANTY OBLIGATIONS AND THE PURCHASER’S REMEDIES THEREUNDER (EXCEPT AS TO TITLE) ARE SOLEY EXCLUSIVELY STATED HEREIN.

6. Sole Remedy

THE PURCHASER’S SOLE REMEDY UNDER THE HEREIN STATED WARRANTIES SHALL BE THE REPLACEMENT OR REPAIR, AT HOTSET’S SOLE OPTION AND EXPENSE OF ANY DEFECTIVE GOODS THAT ARE THE SUBJECT OF THIS SALE. THERE SHALL BE NO REIMBURSMENT OF COSTS TO THE PURCHASER FOR ANY REPAIRS NOT AUTHORIZED IN WRITING OR CARRIED OUT BY HOTSET.

7. Consequential Damages

HOTSET shall not be liable, in any event, for loss of anticipated profits. Loss by reason of production shut down, non-operation or increased expense of operation of the purchaser’s business.

8. Voiding of Warranty

The herein stated express warranty shall be void and of no further effect if:

a.The products have been subject to any accidents, faulty installation, improper maintenance or use.

b.The purchaser continued to use to product after discovery of a defect.

9. Applicable Law and Jurisdiction

Any contract which is subject to these terms and conditions shall be interpreted and applied according to the law of Michigan whose courts shall also have exclusive jurisdiction for any litigation related to such contracts.

10. Arbitration

Any controversy or claim arising out of or relating to this contract shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. Any arbitration shall be conducted in Battle Creek, Michigan. The cost of any arbitration shall be borne evenly by the parties, and each party shall bear its own attorneys’ fees and other expenses in resolving any dispute related to this transaction. The parties agree that a court of competent jurisdiction may render judgment on and enforce and arbitration award. Either party may seek any interim or preliminary relief, necessary to protect its rights or property pending the completion of arbitration, in a court of competent jurisdiction. Any and all actions brought in a court shall be filed and maintained in the Circuit Court of Calhoun, County, Michigan or the federal district court for the Western District of Michigan. The parties specifically consent and submit to the jurisdiction and venue of any such state or federal court.

11. Severability

If any part, portion or provision of this agreement is invalid, unconstitutional or unenforceable, the remaining parts, portions and provisions of this agreement shall remain in full force and effect.

12. Entire Agreement

This agreement constitutes the entire agreement between HOTSET and the purchaser with respect to the subject matter identified in this agreement, and no modification or revision to this agreement shall have any force and effect unless executed in compliance with the terms for modification described herein.

13. Strict Performance

The failure of HOTSET to insist on the strict performance of any condition, promise, agreement, or undertaking set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or undertaking at a future time.

14. Assignment and Delegation

No right or interest in this agreement shall be delegated or assigned by purchaser without the written permission of HOTSET. Any attempt at assignment or delegation shall be void unless made in conformity with this paragraph. Purchaser warrants that it is purchasing for its own account and not as an agent.