Terms of Agreement:  The term “Company” as used herein shall mean Western Mechanical Solutions, llc..  These terms and conditions of sale form a part of and are incorporated into any offer of sale or scope letter entered into by Company and Buyer.  Company offers to sell the materials, equipment or services in the offer of sale or scope letter only under the terms and conditions stated.  Submittal of any further purchase documents by Buyer, or execution of this offer by Buyer, or allowing Company to commence work, shall be deemed an acceptance of this offer.  Any additional or differing terms and conditions contained on any documents prepared or submitted by Buyer (whether or not such terms materially alter this offer) are rejected by Company and shall not become part of the contract between Buyer and Company unless expressly consented to in writing by Company.

Credit Agreement:  Sales and delivery of materials by Company shall be subject to the credit terms of Buyer’s credit application and reliance upon the original and continued accuracy of the financial information furnished by Buyer and upon personal guarantees provided.

Price Policy:  All prices are subject to increase upon notice, due to such events as announced or unannounced increases in Company’s list prices, or increases due to tariffs, labor or material costs.

Terms of Payment:  Terms of payment are subject at all times to prior approval of the Company’s credit department.  Terms of payment are net 30 days from date of invoice, unless otherwise agreed to in writing by Company.  No is retention allowed. If at any time the financial condition of Buyer or any other circumstance affecting the credit decision does not, in Company’s opinion, justify continuance of production of products or shipment of products on the terms of payment specified, Company may require full or partial payment in advance, or may at its sole discretion stop or delay production or shipment of products.  In the event of payment default or breach of the parties’ agreement, Buyer agrees to pay all costs of collection incurred by the Company, including, but not limited to, collection agency fees, reasonable attorney’s fees, legal expenses and court costs.  All past due amounts shall bear interest at the rate of 18% per annum.  Venue for any action involving this Agreement shall be in the courts of Denver County, Colorado.  The laws of the State of Colorado shall govern the validity, interpretation and enforcement of this Agreement.

Shipping Terms:  SHIPMENTS ARE F.O.B POINT OF MANUFACTURE OR WAREHOUSE WITH FREIGHT PREPAID.  Freight is as quoted by a low cost common carrier, and charges for special carrier services requested by Buyer shall be paid by Buyer.  Company may ship the goods in one or more lots; such lots may be separately invoiced and shall be paid for when due per invoice, without regard to subsequent deliveries.  Delay in delivery of any lot shall not relieve Buyer of its obligation to accept remaining deliveries.

Claims:  Responsibility of Company for all shipments ceases upon delivery of the goods to the carrier; and regardless of shipping terms or freight payment, Buyer shall bear all risk of loss of damage in transit.  Any claims for damage or shortage in transit must be filed by Buyer against the carrier, and not Company.  Claims for factory shortages will not be considered unless made in writing to Company within ten (10) days after receipt of the goods and accompanied by reference to Company’s bill of lading and factory order numbers.  COMPANY IS FURNISHING BASIC MATERIALS AND PRODUCTS OF VARIOUS MANUFACTURERS AT STANDARD PRICES AND IS NOT INSURING BUYER AGAINST POSSIBLE CONSEQUENCES OF ERROR, OMISSIONS OR NEGLECT IN MANUFACTURE, PRODUCTION OR DELIVERY.  Company shall have no liability for any damage caused by negligence, accident, misuse, improper storage, improper installation, improper service, maintenance or operation by Buyer.  Company shall not be held responsible for any direct, incidental or consequential damages or liquidated damages or losses (including but not limited to loss of use, income, profit or production, or spoilage or increased cost of operation) resulting from the installation, operation or use of the materials. Company’s liability (whether under theories of warranty, negligence, strict liability or contract) is limited solely to repair or replacement of the materials by Company, or at Company’s option and in its sole discretion, refund of the purchase price, and the foregoing shall be the sole and exclusive remedy against Company.  In no event shall Company’s liability with respect to the goods or their non-delivery exceed the purchase price paid by Buyer to Company.  Company shall have no responsibility to make any claim for loss, damage or injury to shipments caused by carrier or others after delivery to carrier at Company's shipping point. 

Title to Goods:  Until fully paid for, title and ownership and right to possession of the goods and materials furnished or to be furnished by Company shall remain in Company.  In the event that the Buyer shall become insolvent, file bankruptcy or refuse or neglect to make payments due to Company, Company may, at its option, with or without process of law, retake possession of any and all of its materials, wherever the same may be found.  Buyer’s account shall then be credited with the then market value of materials repossessed, less costs incurred in the repossession, storage, and handling.  Company’s right to repossess its materials shall be in addition to and not a limitation upon or waiver of its other legal rights, including mechanic’s lien, verified claim, bond claims and related rights.

Taxes:  Company's prices do not include any applicable sales, use, excise or similar taxes. The amount of taxes applicable to the product shall be added to the price and paid by Buyer to Company. If the project is tax exempt, Buyer shall provide Company with the tax exempt certificate before taxes will not be charged.  If the tax exempt certificate is not provided in advance of purchase, taxes will be charged on all purchases.

Cancellation:  In the event of a cancellation of part or all of this order, Buyer shall pay to Company a cancellation fee determined by Company.  The cancellation fee will reflect, among other factors, all expenses and damages incurred and commitments made by Company, sales and administrative overhead, and loss profit.  Any non-payment, default, delay or failure of performance by Buyer may, at the sole election of the Company, be treated as a cancellation by Buyer of part or all of this order and shall further entitle Company to suspend production and/or delivery of any goods or articles required under this order.  Upon cancellation, all further obligation and liabilities of the Company shall terminate. 

Shipment Dates:  Shipment dates are only estimates.  No contract has been made to ship in a specified time, unless set forth in a separate writing signed by an Officer of the Company.  Company shall not be liable for damage as a result of any delay or failure to deliver due to disapproval of Company Credit Department or due to any cause beyond Company’s reasonable control, including without limitation, any act of God, act of Buyer, governmental act, accident, labor unrest, delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities.  Company shall not be liable for any delays or defaults in making shipment where occasioned by any cause of any kind or extent beyond its control, or the control of its suppliers, manufacturers or contractors, which prevent or interfere with Company making shipments on an estimated date. In event of shipment delay, if the Buyer and Company do not mutually agree to cancel the order of the item involved, the shipping date shall be automatically extended to the manufacturer's current estimate.

Returns:  Goods may not be returned unless Buyer obtains the advance written permission of an authorized Company official, and when so returned will be subject to handling and transportation charges.  Authorized returned goods must be shipped prepaid to the location designated by the authorization.

Change Orders:  Buyer may request changes in the materials and goods to be furnished under the contract, within its general scope, provided that such changes shall not be effective unless and until the parties mutually agree, in writing, upon price and delivery date adjustments.  Company’s price shall be equitably increased in the event of a substantial change in the scope or in the quantities or types of materials to be furnished. 

Field Conditions:  Company shall not be responsible for any field conditions affecting its materials other than those clearly shown in the drawings, specifications and Addenda issued to Company prior to the date of its quotation.

Limited Warranty:  Subject to sections titled “Warranty Exclusions” and “Limitation of Liability; Indemnity” herein, Company warrants that it will, at its option, repair or replace defective parts in the event any product MANUFACTURED BY COMPANY, sold hereunder and used in the United States, proves defective in material or workmanship within twelve (12) months from initial start-up, or eighteen (18) months from date of shipment, whichever period expires sooner.  Replaced parts are warranted for the duration of the original warranty period.  Company shall pass on to Buyer the Manufacturer’s warranties.  Buyer acknowledges that Company is not the manufacturer of the Goods and Buyer has selected the Goods based on Buyer’s own judgment without any reliance on any statements or representation made by Company. Company assumes no liability for any failure of Buyer's specifications to meet Buyer's requirements nor does Company guarantee that materials furnished meet or conform to any specifications except as specifically noted in writing by Company.

Warranty Exclusions:  Company’s warranty set forth in “Limited Warranty” does not apply to any products or parts which (a) have been opened, disassembled, repaired, or altered by anyone other than Company or its authorized service representative; or (b) have been subjected to misuse, negligence, accidents, damage, or abnormal use of service; or (c) have been operated, installed, or startup has been provided in a manner contrary to Company’s printed instructions, or (d) were manufactured or furnished by others and which are not an integral part of a product manufactured by Company.  Refrigerants, fluids, oils, and expendable items such as filters are not covered by the Company’s warranty.  For additional consideration Company will provide an extended warranty(ies) on certain products or parts thereof.  The terms of any extended warranty(ies) are shown on the product limited warranty certificate or on a separate extended warranty statement.

Limitation of Liability; Indemnity: Company’s liability with respect to the products sold hereunder shall be limited to the warranty provided in “Limited Warranty” described herein, and shall not exceed the lesser of (a) the cost of repairing or replacing defective products, and (b) the original purchase price of the products.  IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONTINGENT OR CONSEQUENTIAL DAMAGES, WHETHER THE THEORY BE BREACH OF THIS OR ANY OTHER WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT.

Assignment:  Buyer may not assign or delegate its obligations under this order without Company’s prior written consent.  Any assignment contrary to this provision shall be a material breach of this Agreement.  In the event of any assignment, whether approved by the Company or not, the Buyer shall remain primarily obligated to the Company.

Entire Agreement:  This Agreement constitutes the entire agreement between the Buyer and the Company with respect to the subject matter hereof and supersedes all prior agreements, communications and understandings of any nature whatsoever, whether oral, written or otherwise.  This Agreement shall not be amended or modified except in a writing signed by Company.

Disputes and Choice of Law:  This contract and these Terms and Conditions of Sale shall constitute the entire agreement between Company and Buyer and shall be governed by and construed according to the laws of the State of Colorado.  Except for suit for non-payment, including foreclosure of a mechanic’s lien securing payment, claims, disputes, and controversies arising out of or relating to this contract, or the breach thereof, shall, in lieu of court action, be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The site of arbitration shall be Denver, Colorado unless another site is mutually agreed to between parties.  The parties agree that any party to the arbitration shall be entitled to discovery of the other party as provided by the Federal Rules of Civil Procedure; provided, however, that any such discovery shall be completed within four (4) months from the date of Demand for Arbitration is filed with the AAA.