QUOTATION AND ACCEPTANCE All orders based on this quotation are subject to acceptance by Birch Bros. Southern, Inc. (hereafter called Birch) at its main office in Waxhaw, NC. All information forming a part of this quotation is confidential and relates solely to the purchase and sale of the equipment and/or materials described herein. PRICES AND TERMS OF PAYMENT All prices are subject to change without notice and may be withdrawn at any time prior to Birch's acceptance. In any event, prices become invalid sixty (60) days after date of quotation. Payment terms specified in this quotation are subject to the following conditions: All terms are subject to credit approval. When the sale covers more than one machine, pro rata payments shall become due under terms specified as shipments are made. If in Birch's judgment, Purchaser's financial condition at any time does not justify terms specified, Birch may require full or partial payment as a condition to commerce or continue manufacture, or in advance of shipment, or if shipment has been made, may recover shipment from carrier. Unless otherwise specified, terms are 1/3 deposit with order, 1/3 when ready for shipment, 1/3 thirty days from date of shipment. One and one half (1 & 1/2%) monthly interest will be added to invoices not paid within thirty (30) days. All prices are F.O.B., our plant in Waxhaw, North Carolina, as stated in the attached quotation. Prices do not include domestic packing charges. TAXES Prices stated herein do not include any tax or charge imposed by Federal, State, Municipal or Foreign authorities upon equipment or services herein described. These taxes or charges such as sales, use and excise taxes shall be assumed by the Purchaser whether invoiced or not and Purchaser shall pay Birch, in addition to the prices specified, the amount of any such taxes including penalties and interest which Birch may be required to pay due to Purchaser's failure to pay. CHANGE IN ORDER Purchaser will assume cost of making changes in the order after order has been accepted by Birch and Approval given by the Purchaser on specification. Birch will make every effort to hold these costs to minimum. CANCELLATION Any orders placed as the result of this quotation shall not be subject to cancellation except with Birch's consent. Purchaser shall pay a cancellation charge in the amount of ten percent (10%) of any order canceled under the terms hereof. Upon failure of Purchaser to pay any amount invoiced under the terms hereof, Birch may declare this contract canceled and apply all previous payments as damages for the breach of this contract by the Purchaser, without waiving any and all other rights or claims that Birch may have. DELIVERY The delivery date, if any, quoted in this proposal as an estimate only, is based upon present scheduling requirements, and assumes prompt receipt of all necessary information from Purchaser, including approval of drawings and specifications. Birch will use all reasonable means to make delivery within the time specified, but assumes no liability arising by reason of late delivery due to strike, fire, accident, explosion, act of God, supplier's delays in furnishing materials, any priority system established by the United States Government, or any other cause beyond the control of Birch. CLAIMS Claims for loss or damage in transit on shipments made F.O.B., Waxhaw, North Carolina, by common carrier are the responsibility of Purchaser. Birch will, however, offer its assistance in the prosecution of such claims. Any claims for shortages in shipment must be made in writing to Birch, and such writing must be delivered to Birch, as its main office in Waxhaw, North Carolina, within ten days from the day of delivery. WARRANTIES Birch expressly warrants to the original purchaser only that all equipment manufactured by Birch (but not equipment manufactured by others) shall be free from defects in material and workmanship for a period of twelve months from the date of delivery. This express warranty is in lieu of all other warranties, express or implied. BIRCH MAKES NO WARRANTY THAT THE EQUIPMENT COVERED BY THIS PROPOSAL IS MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE, AND, EXCEPT AS EXPRESSLY STATED HEREINABOVE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE DESCRIPTION OF THE EQUIPMENT ON THE FACE HEREOF. REMEDIES The remedy for breach of the express warranty outlined above is limited to repair or replacement of any equipment, or portion thereof, which, in Birch's sole determination, is defective by reason of inferior materials or poor workmanship. The parties further agree that any action for breach of said express warranty or other breach of the Sales Agreement must be instituted in a court of competent jurisdiction within twelve months from the delivery of said equipment. Birch does not assume any liability for expenses incurred by Purchaser without Birch's express authorization. The parties further agree that Birch shall have no liability whatsoever for incidental or consequential damages arising or in any way connected with said equipment and/or its operation including, without limitation, damages for personal injury and damages to goods processed by use of said equipment. Birch's rights upon Purchaser's breach shall be separate and cumulative. Exercise of any one right shall not limit or prejudice any other right which Birch may have. No waiver by either party of any default shall be deemed a waiver of any subsequent default. PROPRIETARY RIGHTS No rights in design or pattern of equipment shall pass to Purchaser except an integral part of the equipment, and Purchaser shall not or cause to be copied, either directly or indirectly, any such pattern or design. INSURANCE Unless otherwise specified, upon delivery of any of the equipment and/or material to the carrier, beneficial title and all risk for loss or damage shall pass to Purchaser, and Purchaser shall procure and maintain for the benefit of Birch and Purchaser, as their interests may appear, adequate insurance on the equipment against damage by fire or other casualty and pay all taxes assessed thereon. If purchaser should refuse acceptance of delivery, Purchaser will notify Birch immediately and until such time that Birch accepts re-delivery, the Purchaser shall save Birch harmless from any and all loss or damage in and to the equipment. INSTALLATION All equipment or apparatus shall be installed by and at the expense of the Purchaser unless otherwise specified. Birch will furnish Service Technicians if the Purchaser requests same. The rates for these services will be charged at Birch's published standard service rates in effect when such work is requested. The purchaser shall be responsible for determining that installation procedures comply with Federal, State and Municipal ordinances or regulations. EQUIPMENT OPERATION Purchaser shall use and shall require its employees to use all safety devices and guards on the equipment and to use safe operating procedures. Buyer shall not remove or modify any such devices or guard warning sign. If Purchaser fails to strictly observe all of these obligations, Purchaser agrees to indemnify and save Birch harmless from any liability or obligation incurred by Birch to persons injured directly or in connection with the operation of Birch's equipment. Purchaser assumes full responsibility for damages to equipment resulting from use of chemicals, combinations of chemicals or combinations of chemicals and temperatures which adversely affect the particular age of metal or material from which the machine is constructed. GENERAL A. Birch does not provide detailed or shop working drawings of its equipment. Only those general drawings necessary for erection will be furnished. B. Birch reserves the right to correct all typographical or clerical errors which may be present in the prices and specifications on this quotation. C. Equipment on which delivery is delayed at the request of Purchaser, may be placed in storage by Birch for Purchaser's account risk. D. No employee, agent, or representative has the authority to make any agreement or representation not incorporated herein. The terms and conditions herein contained shall constitute the complete agreement between Birch and Purchaser and shall supersede all prior oral or written statements of any kind whatsoever made by Birch and Purchaser or their representative. No statement subsequent to the acceptance of this order purporting to modify the said terms and conditions shall be binding unless consented to in writing by Birch and Purchaser making specific reference to this order. E. Sales contract must be executed by an authorized official of Purchaser. F. Acceptance of orders arising from this quotation shall be governed by and construed according to the laws of the State of North Carolina. G. The goods and chattels herein described shall be kept and used by the Purchaser at the site of original installation as long as any monies are due and outstanding under this contract unless written permission is given by Birch to move the same. H. If any provision of this contract is found contract to any applicable law of any state or should be held invalid by any court of proper jurisdiction, all other provisions of this contract shall remain in full force and effect. I. Engineering Changes—The specification contained herein were in effect at the time this quotation and/or catalog were approved for printing. We reserve the right to discontinue or to make such changes on any model at any time and to change specifications or design without notice and without incurring obligation.