Terms and Conditions of Sale

Terms and Conditions of Sale of M Group, Inc. ("M Group")

• Generally; Acceptance. These Terms and Conditions of Sale ("Terms") apply to the sale of products to the buyer ("Buyer") as identified on the invoice sent by M Group (the "Invoice"; such products identified on the Invoice being referred to as "Products"). These Terms and the Invoice are the "Contract" between the parties. Buyer's order for Products will be governed by the Contract and must be in a form acceptable to M Group. M Group reserves the right to reject orders for any reason in its sole discretion. No order will be binding until M Group confirms its acceptance thereof. No terms or conditions appearing in Buyer's order form or any other document furnished by or on behalf of Buyer that are different from or additional to the Contract will be binding on M Group. Any such terms or conditions are objected to and rejected by M Group and waived by Buyer. M Group reserves the right to correct clerical errors in the Contract. Buyer will show its acceptance of the Contract by the earliest of the following to occur: (a) Buyer's payment of any amounts due under the Contract; (b) failure by Buyer to notify M Group otherwise within 10 days of receipt of the Invoice; or (c) any other event constituting acceptance under applicable law.
• Delivery. Unless otherwise agreed in writing by M Group, Products are shipped F.O.B., as that term is used under the Wisconsin Uniform Commercial Code, M Group's facility (the "Facility"). Unless otherwise agreed in writing by M Group, Buyer shall be responsible for picking up the Products at the Facility and shall arrange for the carrier. Title to, and all risk of loss, damage or delay with respect to, Products will pass from M Group to Buyer upon delivery of the Products to the carrier at the Facility. Delivery dates provided by M Group are approximate. Failure by M Group to meet any delivery date does not constitute a cause for cancellation or for damages of any kind. Buyer will inspect Products within 30 days of M Group's delivery of Products to Buyer (or the carrier). If Buyer fails to notify M Group in writing of any claims for defects, damage to Products, shortages or other errors related to Products within such 30 day period, then such failure will constitute unqualified acceptance and a waiver of all such claims by Buyer.
• Prices and Taxes; Payment Terms. Prices for Products will be as agreed in writing by the parties and reflected in the Invoice. Unless otherwise agreed in writing by the parties, prices are in U.S. Dollars and all transportation, insurance and related charges will be paid by Buyer. Buyer will pay or reimburse M Group on demand for all taxes, interest, fees and other costs attributable to Buyer's purchase of Products. Unless otherwise agreed in writing by M Group, payment terms are 100% of invoice due 30 days after the invoice date. If Buyer does not pay M Group any amount when due or if Buyer defaults in the performance of the Contract, M Group may, without liability to Buyer, immediately (or at any other time M Group desires) (a) terminate M Group's obligations under the Contract; (b) declare due and payable all of Buyer's obligations to M Group; (c) change credit terms with respect to any other orders of Products; (d) suspend or discontinue any further orders; and/or (e) enter onto Buyer's premises and repossess any Products for which M Group has not received payment. Buyer agrees to reimburse M Group for all costs such as attorneys' fees and repossession fees incurred by M Group in collecting any sums owed by Buyer to M Group. In addition, Buyer agrees to pay M Group on demand a late payment charge of 1.5% per month, or the maximum amount allowable by applicable law, on all amounts not paid in full when due. Buyer will not set off amounts due to M Group against claims against M Group.
• Changes, Cancellations and Returns. Orders accepted by M Group are not subject to change or cancellation by Buyer, unless M Group approves such change or cancellation in writing. M Group reserves the right to change the price, payment terms and delivery dates for any order so changed and approved. Products may be returned to M Group only when Buyer obtains a prior return authorization number. Any returned Products must be of current manufacture, unused, in resalable condition and shipped to M Group without damage. M Group reserves the right to charge Buyer a restocking fee, determined by M Group in its sole discretion, for any returned Products (except that a restocking fee shall not be owed in cases where Products were shipped in error by M Group or in cases where Products are returned by reason of a valid warranty claim). Buyer will also pay all costs M Group incurs to restore returned Products to first class condition, except in cases where the return is in connection with a valid warranty claim. All freight, packaging and insurance for returned Products shall be the responsibility of Buyer.
• Product Limited Warranty. All sales of Products are subject to M Group's limited warranty for the Products as in effect from time to time (the "Limited Warranty"). M Group reserves the right to modify the Limited Warranty from time to time in its discretion. A copy of M Group's current Limited Warranty is available at http://www.gvpower.com/news_main.php?newsid=8301&category=6.
• Security. To secure Buyer's payment obligations to M Group under the Invoice, Buyer hereby grants to M Group a security interest in Buyer's right, title and interest in and to all of the Products, and all accounts, documents, general intangibles, contract rights, chattel paper, instruments, letter of credit rights and investment property arising from the sale, lease, rental or other disposition of the Products, and all additions and accessions thereto, all spare and repair parts, special tools, equipment and replacements therefor, software used therein, and all proceeds (including, without limitation, insurance proceeds), supporting obligations and products of the foregoing. Buyer hereby authorizes M Group to file such financing statements or continuation statements and amendments thereto, as may be necessary to perfect or continue the perfection of the security interest described in this Section.
• Force Majeure. Neither party will be responsible for any default (excluding defaults in payment obligations) or damage caused by an act of God, war, major disaster, terrorism, third party criminal acts, insurrection, riot, flood, earthquake, fire, strike or other labor disturbance, delay by carriers, shortage of fuel, power, or materials, operation of laws, rules or rulings of any court or government, demand for goods exceeding supply or any other cause beyond the party's control. In the event of any delivery delay, failure to fill orders or other default or damage caused by such events, M Group may, at its option and without liability, prorate its deliveries, cancel all or any portion of the Contract and/or extend any date upon which performance is due.
• Miscellaneous. The Contract constitutes the entire agreement between the parties with respect to Buyer's purchase of Products and supersedes all other agreements, written or oral with respect to such subject matter. The Contract may not be amended or altered except by a writing signed by M Group. The failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of the Contract will not be construed as a waiver or relinquishment of any right of such party or the future performance of such term, covenant or condition. All of M Group's remedies are cumulative and not exclusive of any other remedies available to M Group at law, by contract or in equity. The Contract will be governed by and construed according to the laws of the State of Wisconsin, without regard to conflicts of law principles. Buyer agrees to comply with all laws and regulations applicable to the purchase, transport, use, storage, sale, lease and/or disposal of Products. Please contact M Group with any questions or requests for information by telephone at 262-321-0579.