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TEREX USA, LLC dba TEREX UTILITIES (“Seller”)
<br />TERMS AND CONDITIONS OF SALE
<br />U.S. and CANADA (except Quebec)
<br />
<br />1. Terms and Conditions. The provision by Seller to Buyer of any Equipment or Parts (collectively referred to as “Products”) shall be
<br />exclusively governed by these Terms and Conditions of Sale (“Terms and Conditions”) and Seller’s sales order acknowledgement
<br />(collectively referred to as “Agreement”). This Agreement cancels and supersedes any and all terms and conditions previously issued
<br />by Seller and shall remain in effect unless and until superseded in writing by Seller. Acceptance of an order for Products by Seller shall
<br />be deemed to constitute a binding agreement between the parties pursuant to these Terms and Conditions and Buyer agrees that the
<br />order may not thereafter be countermanded or otherwise changed without the explicit prior written consent of Seller. No other terms and
<br />conditions shall apply, including the terms of any purchase order submitted to Seller by Buyer, whether or not objected to by Seller or
<br />whether or not such terms are inconsistent or conflict with or are in addition to these Terms and Conditions. These Terms and
<br />Conditions shall be deemed accepted by Buyer if any of the following occurs: (i) if confirmed by Buyer, (ii) if undisputed by Buyer within
<br />ten (10) days after receipt, or (iii) if Seller delivers Products to Buyer. Any communication construed as an offer by Seller and
<br />acceptance thereof is expressly limited to these Terms and Conditions. The Products are intended for industrial/commercial use by
<br />professional contractors and their trained employees and are not intended for use by consumers.
<br />2.Terms of Payments. Payment for Products purchased by Buyer shall be made in accordance with any of the following terms,
<br />provided they have been previously arranged with and expressly approved by Seller in writing: (1) cash in advance; (2) confirmed,
<br />irrevocable letter of credit established in such amount and form and at such time and at such bank as shall be approved by Seller in
<br />respect of each order; (3) credit account purchases for which payment will be due and payable on net thirty (30) day terms, plus service
<br />and other charges applicable to past due amounts in accordance with Seller's written notices; or (4) other payment arrangements
<br />expressly approved by Seller in writing prior to or at the time the order is placed. If any Buyer credit account purchase is not paid in
<br />accordance with Seller's credit payment terms, in addition to any other remedies allowed in equity or by law, Seller may refuse to make
<br />further shipments without advance payment by Buyer. Nothing contained herein shall be construed as requiring Seller to sell any
<br />Products to Buyer on credit terms at any time, or prohibiting Seller from making any and all credit decisions which it, in its sole
<br />discretion, deems appropriate for Seller. Seller shall have the right, at its option, to charge interest on all amounts not paid when due
<br />and Buyer agrees to pay such interest calculated on a daily basis, from the date that payment was due until the Seller receives payment
<br />in full, at the rate of 1.5% per month or the maximum rate permitted by applicable law. Unless otherwise agreed in writing between
<br />Seller and Buyer, Seller may, in its sole discretion, increase or decrease the price of any Product, as Seller deems reasonably
<br />necessary, at any time prior to shipment and invoice Buyer for the same. If Buyer orders the chassis through Seller, the chassis
<br />payment is due upon receipt of chassis by Seller and the balance owed for the completed unit is due in accordance with agreed upon
<br />payment terms. When supplied by Buyer, Seller will inspect the chassis upon receipt and will notify Buyer of any chassis mounted
<br />components (including but not limited to fuel tanks, air tanks, battery boxes and exhaust systems) that require relocation. Buyer will be
<br />invoiced for such work upon completion of the finished Equipment.
<br />3. Taxes and Duties. Unless otherwise noted, prices quoted do not include taxes or duties of any kind or nature. Buyer agrees that it
<br />will be responsible for filing all tax returns and paying applicable tax, duty, export preparation charge and export documentation charge
<br />resulting from the purchase of the Products. In addition, in the event any other similar tax is determined to apply to Buyer's purchase of
<br />the Products from Seller, Buyer agrees to indemnify and hold Seller harmless from and against any and all such other similar taxes,
<br />duties and fees. All prices quoted are U.S. dollars unless otherwise specified. The amount of any present or future taxes applicable to
<br />the sale, transfer, lease or use of the Products shall be paid by Buyer; or in lieu thereof, Buyer shall provide Seller with a tax exemption
<br />certificate satisfactory to the applicable taxing authority proving that no such tax is due and payable upon such sale, transfer, lease or
<br />use.
<br /> 4. Title, Property, Risk and Delivery. Unless otherwise stated in writing, for all intra-continental United States shipments, all prices and
<br />delivery are FCA, point of manufacture (Incoterms 2020); for all other shipments, all prices and delivery are FAS, named port of
<br />shipment (Incoterms 2020). Title and all risk of loss or damage to Products shall pass to Buyer upon delivery, as per Incoterms 2020.
<br />Any claims for loss, damage or delay in transit must be entered and prosecuted by the Buyer directly with the carrier, who is hereby
<br />declared to be the agent of the Buyer. Seller shall not be liable for any delay in performance of this agreement or delivery of the
<br />Products, or for any damages suffered by Buyer by reason of delay, when the delay is caused, directly or indirectly, by a force majeure
<br />event described in Section 20 herein or any other cause beyond Seller's control. Claims for shortages in shipments shall be deemed
<br />waived and released by Buyer unless made in writing within five (5) days after Buyer's receipt of shipment. Seller's responsibility for
<br />shipment shall cease upon delivery of the Products to the place of shipment, and all claims occurring thereafter shall be made to or
<br />against the carrier by Buyer. Delivery shall generally be 240 to 270 days after receipt by Seller of a signed Order, provided that, where
<br />applicable: (1) Seller receives the chassis a minimum of 90 days prior to scheduled delivery, (2) drawings are timely sent by Buyer and
<br />the approved drawings are returned to Seller by Buyer by the requested date, (3) all vendor-supplied components and Buyer-supplied
<br />accessories are received by Seller by the date necessary to comply with scheduled delivery. Seller shall not be liable for any delay in
<br />performance of this agreement or delivery of the Products, or for any damages suffered by Buyer by reason of delay, when the delay is
<br />caused, directly or indirectly, by a force majeure event described in Section 20 herein or any other cause beyond Seller's control. Claims
<br />for shortages in shipments shall be deemed waived and released by Buyer unless made in writing within fifteen (15) days after Buyer's
<br />receipt of shipment. Seller's responsibility for shipment shall cease upon delivery of the Parts and or Equipment to the place of
<br />shipment, and all claims occurring thereafter shall be made to or against the carrier by Buyer.
<br />5.Delays Caused By Buyer. In the event of a delay in shipment or delivery due to delay by Buyer in furnishing delivery instructions,
<br />arranging a method of payment satisfactory to Seller, submitting valid import permits or licenses, or any other delay caused by Buyer or
<br />at Buyer’s request, if the Products are not shipped or delivered within five (5) days from the first date they are ready to be shipped or
<br />2 - Terex USA, LLC dba Terex Utilities, Terms and Conditions of Sale, U.S. and Canada (except Quebec), Rev. 1 June 2023
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