ELEVATOR CONCEPTS LTD
Standard FOB Domestic Terms & Conditions of Sale

ACCEPTANCE
All orders are subject to acceptance or rejection by us, and are subject to the terms and condition set forth herein. No order shall be accepted and no conditions or terms stated by the Purchaser shall modify or become part of this contract unless specifically approved in writing by an officer of Elevator Concepts LTD.

DELIVERY
Unless otherwise stated in this proposal, all shipments are F.O.B. our plant, and all costs of transportation shall be the responsibility of Purchaser. Delivery to a shipping agent shall constitute delivery to the Purchaser, and Purchaser shall bear all risk of loss or damage in transit. Shipping dates are approximate and Elevator Concepts assumes no liability for any loss, damage, or consequential damages due to delay of delivery.

We shall not be responsible for delays or extra costs caused by any circumstances beyond our control, including but not limited to negligent acts or omissions of Purchaser, Owner, Architect, Contractor and its other Subcontractors; fire; theft; vandalism; weather conditions and other acts of nature; civil disturbances; and acts of war, except where such circumstance occurs due to Subcontractor's sole negligence.

It is agreed that maintaining the project schedule is part of the scope of work of this proposal. In the event of a change in the project schedule, when caused by necessity or convenience of the Owner, Contractor or other subcontractors; or fire, theft, vandalism, weather conditions and other acts of nature, civil disturbances and acts of war at or near the project site, Subcontractor shall be entitled to an equitable adjustment to the contract sum based on Subcontractor's actual cost to comply with schedule changes. Schedule changes must be presented in writing no less than 72 hours prior.

No assessment for liquidated damages, penalties, loss or expense based on completion date of the work of this subcontract shall be made against us unless the specific amounts and terms for same are set forth in this proposal. No assessment shall be made against us without 10 days written notice of intent to commence assessment. No assessment for liquidated damages shall be made against us unless the Owner or the Owner's agent notifies the Purchaser in writing that we are responsible for actual damages, a copy of which the Purchaser shall forward to us within 24 hours or receipt. In no event shall the we be responsible for any delays, liquidated damages, penalties, loss or expense due to circumstances or events beyond its direct control. In no event shall any damages assessed us exceed actual damages incurred by the Owner which are attributable to us.

PAYMENT TERMS
The price of all material ready for delivery at our plant or delivered to the Purchaser shall be billed monthly. Payment due net 30 days from invoice date unless otherwise stated in this proposal. All sums not paid shall bear interest at 2% per month, and all costs incurred in collection including court and legal fees shall become due and payable. We shall not be obligated to continue work or provide warranty service if payments are in default.

Title remains with us until paid in full. We retain the right to remove any equipment installed and not paid for. Costs incurred in such removal will be Purchaser's responsibility. We retain the right to file a lien until fully paid. All sums earned by Purchaser up to the amount of this proposal, if and when paid to Purchaser by the Owner either directly, or through the Owner's agent, or through joint checks, shall constitute a trust fund for payment of all sums due us as per the terms and conditions herein. Such sums due us shall not be payable to Purchaser, or to anyone else claiming in Purchaser's stead, including but not limited to a Trustee in bankruptcy or receivership.

Should the project be canceled, this contract may be nullified, at our option, upon the payment of all costs incurred up to the time of notification of cancellation whether previously invoiced or not.

We shall not be required to provide, without equitable adjustment to the contract, any additional device or service required by any governing authority after the date of this contract.

RESPONSIBLITY
Purchaser agrees to indemnify and hold us harmless from all damages, claims, suits, expenses and payments resulting from loss, damage, or injury including death, resulting from the performance of this contract or from the operation of the elevators before or after final acceptance, except as directly due to acts or omissions occasioned by our negligence.

It is the responsibility of the Purchaser to prepare, submit and obtain licenses and permits as may be required in conjunction with the receipt, possession, installation and operation of this equipment, and to pay all costs and taxes associated herewith. Purchaser represents that it is qualified in all respects to install the equipment furnished under this proposal in accordance with our instructions and all applicable codes and laws.

It is the responsibility of the Purchaser to establish the suitability of the equipment purchased for the purpose intended, and that all site work conforms to our shop drawings. Elevator Concepts LTD warrants that the equipment supplied hereunder shall conform to its shop drawings and published specifications. No other conformance or suitability is claimed or implied, and we shall not be responsible for any loss or damage due to any reason other than those specified in the provisions of of the Owner's Limited Warranty, included herein by reference.

SUCCESSORS
This agreement shall be binding upon and inure to the benefit of the successors, heirs and assigns of both parties. Assignments shall not be made by either party unless approved prior to such assignment in writing.