Prime Conveyor Systems, Inc.

Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) govern all quotations, proposals, sales, and deliveries of

equipment, materials, and services by Prime Conveyor Systems, Inc. (“Seller”) to the purchaser

(“Purchaser”). These Terms are incorporated by reference into all quotations, order acknowledgments, and

contracts issued by Seller.

1. Prices

Unless otherwise expressly stated in writing: 1. All prices are F.O.B. Seller’s shipping point. 2. Prices

exclude freight, transportation, handling, unloading, installation, supervision, erection, start-up assistance,

taxes, duties, and similar costs, all of which shall be paid by Purchaser.

2. Payment Terms

Payment terms are Net Thirty (30) days from date of shipment, unless otherwise stated in writing. Any

unpaid balance may accrue a service charge at the maximum rate permitted by law. Seller reserves the

right to suspend performance or shipment for nonpayment.

3. Quotations and Acceptance

Quotations are valid for sixty (60) days unless otherwise stated.

These Terms constitute the entire agreement between the parties. No oral statements or prior

agreements shall be binding.

Purchaser’s issuance of a purchase order, written acceptance, or authorization to proceed constitutes

acceptance of these Terms. Any additional or conflicting terms proposed by Purchaser are rejected

and shall not apply.

4. Delivery and Force Majeure

Delivery terms are F.O.B. Seller’s shipping point, unless otherwise stated.

Seller shall not be liable for delays or failure to perform caused by events beyond Seller’s reasonable

control, including but not limited to acts of God, fire, accident, labor disputes, governmental actions,

material shortages, or transportation delays.

Shipment shall be via common carrier unless otherwise specified in writing.

5. Taxes

All prices exclude sales, use, excise, value-added, or similar taxes. Purchaser agrees to pay all applicable

taxes related to the transaction.

6. Limited Warranty

Seller warrants that products manufactured by Seller shall be free from defects in material and

workmanship for one (1) year or 2,000 hours of use, whichever occurs first, from the date of shipment.

This warranty does not apply to defects or failures caused by misuse, negligence, accident, operation

beyond recommended capacities, improper installation, lack of maintenance, or unauthorized modification

or repair.

Seller’s sole obligation under this warranty is limited, at Seller’s option, to repair or replacement of defective

components at Seller’s facility.

Components and accessories not manufactured by Seller are excluded from this warranty and are subject

solely to the warranties of their respective manufacturers.

7. Warranty Disclaimers

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. No oral or written statements by

Seller’s agents or representatives shall constitute warranties.

8. Limitation of Liability

To the fullest extent permitted by law: 1. Seller shall not be liable for any incidental, consequential, special,

or indirect damages, including loss of profits or production. 2. Seller’s total liability arising out of or relating

to the sale or use of equipment shall not exceed the purchase price paid to Seller for the specific equipment

giving rise to the claim.

9. Title and Risk of Loss

Title to the equipment shall remain with Seller until payment has been made in full in cleared funds. Risk of

loss passes to Purchaser upon delivery of the goods to the carrier.

10. Inspection and Claims

Purchaser shall inspect all shipments promptly upon receipt. Claims for shortages, damage, or

nonconformity must be made in writing within a reasonable time after delivery. Failure to provide timely

notice constitutes acceptance of the goods.

11. Cancellations

Orders may be cancelled only with Seller’s written consent. Upon cancellation: - Stock items are subject to a

15% restocking charge. - Custom or specially purchased items shall be charged in accordance with

supplier cancellation costs plus 25% handling. - Labor and materials expended prior to cancellation shall be

charged at Seller’s cost plus 25%.

12. Returns

No equipment, materials, or parts may be returned without Seller’s prior written authorization. Authorized

returns may be subject to restocking or handling charges.

13. Purchaser Delays and Changes

Purchaser shall reimburse Seller for all costs resulting from delays, interruptions, or changes caused by

Purchaser. Any changes in scope must be agreed to in writing.

14. Design Changes

Seller reserves the right to make reasonable changes in design or construction that do not materially affect

performance. Seller is not obligated to modify previously sold equipment.

15. OSHA and Safety Responsibilities

Seller will cooperate with Purchaser in the design or supply of safety features required to comply with

applicable OSHA regulations. Purchaser is responsible for proper installation, integration, operation, and

maintenance of the equipment after delivery.

16. System Integration and Third-Party Equipment

Seller is not responsible for the performance, safety, or compliance of equipment, systems, controls,

guarding, or software not manufactured or supplied by Seller. System-level performance is limited to Seller’s

supplied equipment only.

17. Collection Costs

If Seller must pursue collection of unpaid amounts, Purchaser agrees to pay all reasonable costs, including

attorney’s fees, court costs, and interest as permitted by law.

18. Governing Law and Venue

These Terms shall be governed by the laws of the State of Indiana, without regard to conflict-of-law

principles. Any legal action arising out of or relating to these Terms shall be brought exclusively in the state

or federal courts located in Lake County, Indiana.

19. Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and

effect.

20. Entire Agreement

These Terms constitute the entire agreement between Seller and Purchaser regarding the sale of goods and

supersede all prior agreements or understandings.

Prime Conveyor Systems, Inc. • Merrillville, Indiana

Revised 1/14/2026