Standard Terms & Conditions of Sale

PARTS AND SERVICE

Acceptance of orders by USSI HOLDINGS, INC. d/b/a Utility Sales & Service (“USSI”), from any Buyer is conditioned upon Buyer’s consent and agreement to the Terms and Conditions of Sale set forth below. Buyer’s placement of an order for product from USSI constitutes consent and agreement to these Terms and Conditions. These Terms and Conditions shall apply to all orders, whether said order is via electronic delivery including email, verbal (by telephone), or by written orders sent by Buyer to USSI, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Buyer to USSI. USSI may change these Terms and Conditions upon written notice to Buyer, which changes shall apply to orders made by Buyer after Buyer’s receipt of such notice. USSI reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in these Terms and Conditions.

• Once Buyer’s order is accepted by USSI, a binding contract is created to purchase and sell the product identified on Buyer’s order on these Terms and Conditions. Acceptance of any purchase order may be contingent upon approval of the Buyer's credit.

• PRICES AND CHARGES. All prices contained within the USSI product catalog or quotation are, unless specifically identified therein, exclusive of applicable sales, use, and other taxes relating to the sale, purchase, or delivery of the product and all such taxes shall be paid by Buyer. Product prices published by USSI are subject to change without notice. Typographical and other errors in stated prices are subject to correction.

• TERMS OF PAYMENT. Generally, the purchase price for the product is due and payable prior to delivery. Unless Buyer agrees to pay a per transaction fee approved in advance by USSI, payments in excess of $500.00 may NOT be made with a credit card. Subject to approved credit and to established credit limits, USSI may extend credit, which may be withdrawn at any time in the sole discretion of USSI. Absent terms agreed upon in writing by USSI, the general terms of any credit transaction are:

  1. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 2% per month (an annual percentage rate 24%), or (ii) a rate per month equal to 1-12th of the maximum annual percentage allowed under applicable state laws. If Buyer fails to make payments when due, USSI may recover all incidental and consequential damages caused by Buyer’s breach, including all fees paid to collection agencies and attorneys’ fees and costs without prior notice.
  2. Non-sufficient funds checks received by USSI from Buyer are subject to a minimum $40.00 service charge. Future orders from any Buyer from whom a non-sufficient funds check is received must be paid in full in advance by acceptable credit card, money order, or certified check.
  3. Orders for product refused or canceled following delivery of product to the common carrier for shipment may be restocked, less a minimum ten percent restocking fee charged to Buyer, provided, however, that specially ordered or manufactured product may not be returned or the order canceled, whether inventoried by USSI or not. Additionally, Buyer will be responsible for all shipping charges incurred to restock.
  4. No payment by Buyer shall contain a restrictive endorsement of any kind. Any payment containing a restrictive endorsement may be accepted by USSI and such acceptance shall not be deemed to be an accord and satisfaction with respect to any obligation of the Buyer.

• SHIPMENT, RISK OF LOSS, AND DELAY. The methods of shipment and packaging shall be in accordance with USSI's standard procedures. USSI will use all commercially reasonable efforts to deliver the product to Buyer on the schedule requested by Buyer. However, USSI shall not be liable for delays in product shipments for any reason. Product may be delivered in installments and a delay in delivery shall not relieve Buyer of the obligation to accept and pay for such installment deliveries.

  1. Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Buyer. Title to product shall pass to Buyer and USSI’s liability as to delivery shall cease on delivery of product to the common carrier for shipment. Risk of loss or damage to product shall pass to Buyer upon delivery of product to the common carrier for shipment.
  2. Each order placed by Buyer shall constitute a separate and independent transaction, and shall be invoiced separately. All invoices rendered by USSI covering product not in dispute shall be paid by Buyer regardless of disputes relating to other invoices or other delivered or undelivered product. In the event of dispute regarding an invoice(s), USSI may accept payment on an amount less than that showing under the invoice; however, such acceptance of partial payment shall not constitute acceptance of payment in accord and satisfaction of such dispute unless specifically stated by USSI in writing. Items temporarily out of stock will be back ordered and delivered to Buyer upon availability, unless the order is canceled prior thereto by Buyer.
  3. USSI shall not be liable for failure to perform resulting from unforeseen circumstances or causes beyond USSI’s direct control.

• SECURITY INTEREST. USSI retains and Buyer hereby grants to USSI a security interest in shipped product until the full purchase price has been paid. Buyer’s failure to pay any amount when due shall give USSI the right to possession and removal of the product at any time upon giving ten (10) days prior notice. USSI’s taking of possession shall be without prejudice to any other remedies USSI may have. Upon request, Buyer agrees to execute financing statements or other documents reasonably required by USSI to protect and perfect USSI’s security interest in the shipped product.

• INSPECTION AND ACCEPTANCE.

  1. Buyer shall inspect all products upon receipt and shall notify USSI in writing of any overages, shortages, defectiveness of product, or other failures to conform to the order which are reasonably discoverable within five (5) business days of product receipt. All notifications shall be accompanied by packing slips, inspection reports, and other documents necessary to support Buyer’s claims. All shortages or other failures to conform not timely reported to USSI as required by this Section will be deemed forever waived by Buyer.
  2. For all services provided by USSI, Buyer shall inspect the equipment on which the service was provided and notify USSI in writing of any failure to conform to the order which is reasonably discoverable within five (5) business days of the return of the equipment following service. All notifications shall be accompanied by inspection reports or other documents necessary to support Buyer’s claims. Any failure to timely report issues with service shall be deemed forever waived by Buyer.

• LIMITED PARTS AND SERVICE WARRANTIES. USSI warrants that this product is composed of the materials described on the label and free from defects. USSI warrants that the services provided will be free from defects. USSI makes no warranty if the product or equipment is covered by a manufacturer’s warranty. USSI’s maximum liability under this limited warranty is the replacement of the product purchased (for new products purchased), corrective service (for service work), or the return of the price paid, in the sole discretion of USSI. USSI makes no other warranties, express or implied, arising by law or otherwise (INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO TITLE, ANY OBLIGATIONS OF THE SELLER WITH RESPECT TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, AND ANY OBLIGATION OR LIABILITY OF USSI FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES) or whether or not occasioned by the negligence of USSI. This warranty states the entire obligation of USSI in connection with this transaction. The warranty shall not be extended, altered, or varied except by a written instrument signed by USSI and by the respective duly authorized representatives of the parties. It is understood and agreed that if USSI is found liable, whether in contract, in tort, under any warranty, in negligence or otherwise, liability shall not exceed the cost to replace the product, the cost to correct the service defect, or the return of the amount of the purchase price paid by you, whichever is less, and under no circumstances shall USSI be liable for special, indirect, or consequential damages.

• Except for products described in (a) below, the product may be returned only with the prior consent of USSI which may be withheld by USSI for any reason. Returns of product must be received by USSI within 30 days of the product shipment date in order to avoid a restocking charge. Product may be returned only if unmarked, unopened, in the original sealed packages and in all respects, resalable. USSI reserves the right to reject any product returned more than 30 days after the invoice date.

  1. Special, customized, personalized, or government-regulated products are not returnable under any circumstances.
  2. Returned product will be credited to the Buyer's USSI account and USSI may elect to charge a minimum ten percent (10%) restocking fee. Original shipping costs are not creditable or refundable. Cash refunds will be given only if Buyer’s account with USSI has no balance.
  3. Prior to returning product, Buyer must call USSI’s Customer Service Department to obtain a return authorization number. All returned product MUST receive a return authorization number from USSI prior to return shipment. USSI will provide a return label and instructions via email (preferred), fax, or regular mail. In some circumstances, including if items are kept more than 30 days from the invoice date, Buyer will be responsible for return freight. Buyer shall be responsible for any freight loss or damage during return.
  4. Credit will be issued to Buyer only after inspection for conformity to this return policy. In the event returned product is received by USSI not in conformance to this return policy, such product will be held by USSI for 30 days. USSI shall attempt to notify Buyer of nonconformance. Such product will either be (i) returned to Buyer as is, with all shipping costs charged to Buyer, or, (ii) in the sole discretion of USSI, credited to the Buyer's account, less a 50% restocking fee.

• GENERAL PROVISIONS.

  1. Failure by any party to enforce any of its rights hereunder shall not be construed to be a waiver of such party’s rights or ability thereafter to enforce any of such party’s rights under these Terms and Conditions.
  2. If any one or more of these Terms and Conditions are for any reason held to be invalid, illegal, or unenforceable, the remaining Terms and Conditions shall be unimpaired and will continue in full force and effect.
  3. Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of these Terms and Conditions.
  4. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous terms, conditions, and representations concerning the subject matter hereof.
  5. Buyer may not assign any contract between USSI and Buyer without the prior written consent of USSI.
  6. Listing Errors. USSI assumes no liability for errors in listings, specifications, product numbers, or prices contained within the USSI product literature. USSI reserves the right to change listings, specifications, product numbers, or prices at any time without notice.
  7. Limitations on Actions. No action against USSI for breach hereof may be commenced more than one year after the accrual of the cause of action.
  8. Technical Advice. USSI assumes no obligation or liability on account of any recommendation, opinion, or advice concerning the choice or use of any product.
  9. All proceedings involving the performance, interpretation, or enforcement of any of the provisions arising out of or relating to the Order or these Standard Terms and Conditions shall be brought exclusively in the circuit court in Outagamie County, Wisconsin, or the Federal District Court located in Green Bay, Wisconsin. Buyer waives any claim that the forum selected is inconvenient.
  10. Force Majeure. Neither Buyer nor USSI shall be liable for delays occasioned by unforeseeable causes beyond their control and without their fault or negligence; provided, however, that if any such delay occurs, USSI shall have the option to cancel all or any part of the Order. Written notice of any such delay, including the anticipated duration of such delay, must be given by the nonperforming party within ten (10) days of the unforeseeable cause or event.
  11. USSI reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of the Order by notice to Buyer. In the event of such cancellation, USSI shall not be liable to Buyer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect USSI’s right to terminate the Order for default of Buyer.
  12. Upon the happening of any one or more of the following events, USSI shall forthwith have the unrestricted right to cancel and terminate the Order without cost or liability to USSI: (1) Buyer's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Buyer; (3) institution of legal proceedings against Buyer by creditors or stockholders; (4) appointment of a receiver for Buyer by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of USSI to cancel its additional obligations.
  13. Amendment. USSI retains the right to amend, modify, add to, or delete any terms contained in these Standard Terms and Conditions. Changes shall be ten (10) business days following the posting of the amended Sales Standard Terms and Conditions on its website.
  14. Electronic Transactions. USSI and Buyer agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
  15. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first-class mail.

EQUIPMENT AND VEHICLES

Acceptance of orders by USSI HOLDINGS, INC. d/b/a Utility Sales & Service (“USSI”), from any Buyer is conditioned upon Buyer’s consent and agreement to the Terms and Conditions of Sale set forth below. Buyer’s placement of an order for equipment and/or vehicles from USSI constitutes consent and agreement to these Terms and Conditions. These Terms and Conditions shall apply to all orders, whether said order is via electronic delivery including email, verbal (by telephone), or by written orders sent by Buyer to USSI, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Buyer to USSI. USSI may change these Terms and Conditions upon written notice to Buyer, which changes shall apply to orders made by Buyer after Buyer’s receipt of such notice. USSI reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in these Terms and Conditions.

• PRICES AND CHARGES. Any quotation issued by USSI shall not be binding upon USSI after thirty (30) days from issuance. All prices contained within the USSI or quotation are, unless specifically identified therein, exclusive of applicable sales, use, and other taxes relating to the sale, purchase, or delivery of the product and all such taxes shall be paid by Buyer. Typographical and other errors in stated prices are subject to correction. The prices are fixed and firm and no adjustments to any price shall be made due to any attempted change to the order by Buyer after the execution of the purchase order or other purchase confirmation document unless changes or delays in delivery are caused by Buyer with a resulting negative impact to USSI.
• Once Buyer’s order is accepted by USSI, a binding contract is created to purchase and sell the product identified on Buyer’s order on these Terms and Conditions. Acceptance of any purchase order may be contingent upon approval of the Buyer's credit.
• TERMS OF PAYMENT. Absent terms agreed upon in writing by USSI, the general terms of any credit transaction are:
  1. USSI may require a minimum down payment of 25% of the Purchase Price due upon acceptance of an Order (the “Down Payment”). Any Down Payment is NON-REFUNDABLE, except in the event of any default by USSI hereunder, then Buyer shall, upon demand, be entitled to the return of its down payment theretofore made hereunder as the Buyer’s sole and exclusive remedy. Buyer has provided written confirmation of financing for the balance of the Buyer Price, including the source, contact person, and contact information.
  2. Credit Card payments will not be accepted unless USSI has granted pre-approval and Buyer has agreed to pay a fee established by USSI.
  3. Buyer consents to allow its lender to release financial information relative to verifying funds availability for this order.
  4. Interest shall accrue on any unpaid balance of the Purchase Price at the rate of 1.5% per month (18% per annum).
  5. Except as provided herein, the balance of the Purchase Price shall be paid upon Substantial Completion. “Substantial Completion” to be defined as Equipment being substantially and materially assembled, operational, and ready for delivery.
  6. All financing forms which require a signature for release of payment must be satisfied before delivery of Equipment for the purpose of payment promptness and readiness.
  7. Buyer hereby grants to USSI a purchase money security interest in the Equipment until the full Purchase Price has been paid. Buyer's failure to pay any amount when due gives USSI the right to possession of any Vehicle and, when applicable, removal of the Equipment at any time upon giving ten (10) days prior notice to Buyer. USSI's taking of possession shall be without prejudice to any other remedies USSI may have. Buyer authorizes USSI to file financing statements or other documents reasonably required by USSI to protect and perfect its security interest in the Equipment.
  8. USSI will supply a Proforma invoice listing all Equipment and the Purchase Price and any balance due upon Substantial Completion to both the Buyer and, if applicable, Buyer’s lender no later than 10 working days before the install is scheduled to be performed to allow final review of the Equipment.
  9. Non-sufficient funds checks received by USSI from Buyer are subject to a minimum $40.00 service charge. Future orders from any Buyer from whom a non-sufficient funds check is received must be paid in full in advance by acceptable credit card, money order, or certified check.
  10. No payment by Buyer shall contain a restrictive endorsement of any kind. Any payment containing a restrictive endorsement may be accepted by USSI and such acceptance shall not be deemed to be an accord and satisfaction with respect to any obligation of the Buyer.
• INSPECTION AND ACCEPTANCE. Buyer shall inspect the Vehicle and Equipment upon delivery and shall notify USSI in writing of any overages, shortages, defectiveness of the Vehicle or Equipment, or other failures to conform to the order which are reasonably discoverable within five (5) business days of delivery. All shortages or other failures to conform not timely reported to USSI as required by this Section will be deemed forever waived by Buyer.
• LIMITED WARRANTY. USSI warrants that the installation of the Equipment on the Vehicle is free from defects for a period of twelve months. USSI makes no warranty with respect to the condition of the Vehicle. Vehicles will be covered by the manufacturer’s warranty. USSI makes no warranty to the extent Equipment is covered by a manufacturer’s warranty. USSI’s maximum liability under this limited warranty is the repair or replacement of any defective component, in the sole discretion of USSI. USSI makes no other warranties, express or implied, arising by law or otherwise (INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO TITLE, ANY OBLIGATIONS OF THE SELLER WITH RESPECT TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, AND ANY OBLIGATION OR LIABILITY OF USSI FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES) or whether or not occasioned by the negligence of USSI. This warranty states the entire obligation of USSI in connection with this transaction. The warranty shall not be extended, altered, or varied except by a written instrument signed by USSI and by the respective duly authorized representatives of the parties. It is understood and agreed that if USSI is found liable, whether in contract, in tort, under any warranty, in negligence or otherwise, liability shall not exceed the cost to replace the defective component or Equipment or the cost to correct the service defect, whichever is less, and under no circumstances shall USSI be liable for special, indirect or consequential damages.
• GENERAL PROVISIONS.
  1. Failure by any party to enforce any of its rights hereunder shall not be construed to be a waiver of such party’s rights or ability thereafter to enforce any of such party’s rights under these Terms and Conditions.
  2. If any one or more of these Terms and Conditions are for any reason be held to be invalid, illegal, or unenforceable, the remaining Terms and Conditions shall be unimpaired and will continue in full force and effect.
  3. Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of these Terms and Conditions.
  4. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous terms, conditions, and representations concerning the subject matter hereof.
  5. Buyer may not assign any contract between USSI and Buyer without the prior written consent of USSI.
  6. Listing Errors. USSI assumes no liability for errors in listings, specifications, product numbers, or prices contained within the USSI product literature. USSI reserves the right to change listings, specifications, product numbers, or prices at any time without notice.
  7. Limitations on Actions. No action against USSI for breach hereof may be commenced more than one year after the accrual of the cause of action.
  8. Technical Advice. USSI assumes no obligation or liability on account of any recommendation, opinion, or advice concerning the choice or use of any product.
  9. All proceedings involving the performance, interpretation, or enforcement of any of the provisions arising out of or relating to these the Order or these Standard Terms and Conditions shall be brought exclusively in the circuit court in Outagamie County, Wisconsin, or the Federal District Court located in Green Bay, Wisconsin. Buyer waives any claim that the forum selected is inconvenient.
  10. Force Majeure. Neither Buyer nor USSI shall be liable for delays occasioned by unforeseeable causes beyond their control and without their fault or negligence; provided, however, that if any such delay occurs, USSI shall have the option to cancel all or any part of the Order. Written notice of any such delay, including the anticipated duration of such delay, must be given by the nonperforming party within ten (10) days of the unforeseeable cause or event.
  11. USSI reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of the Order by notice to Buyer. In the event of such cancellation, USSI shall not be liable to Buyer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect USSI’s right to terminate the Order for default of Buyer.
  12. Upon the happening of any one or more of the following events, USSI shall forthwith have the unrestricted right to cancel and terminate the Order without cost or liability to USSI: (1) Buyer's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Buyer; (3) institution of legal proceedings against Buyer by creditors or stockholders; (4) appointment of a receiver for Buyer by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of USSI to cancel its additional obligations.
  13. Amendment. USSI retains the right to amend, modify, add to, or delete any terms contained in these Standard Terms and Conditions. Changes shall be ten (10) business days following the posting of the amended Sales Standard Terms and Conditions on its website: com.
  14. Electronic Transactions. USSI and Buyer agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
  15. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first class mail.

PARTS AND SERVICE

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

Acceptance of orders by USSI HOLDINGS, INC. d/b/a Utility Sales & Service (“USSI”), from any Buyer is conditioned upon Buyer’s consent and agreement to the Terms and Conditions of Sale set forth below. Buyer’s placement of an order for product from USSI constitutes consent and agreement to these Terms and Conditions. These Terms and Conditions shall apply to all orders, whether said order is via electronic delivery including email, verbal (by telephone), or by written orders sent by Buyer to USSI, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Buyer to USSI. USSI may change these Terms and Conditions upon written notice to Buyer, which changes shall apply to orders made by Buyer after Buyer’s receipt of such notice. USSI reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in these Terms and Conditions.

• Once Buyer’s order is accepted by USSI, a binding contract is created to purchase and sell the product identified on Buyer’s order on these Terms and Conditions. Acceptance of any purchase order may be contingent upon approval of the Buyer's credit.
• PRICES AND CHARGES. All prices contained within the USSI product catalog or quotation are, unless specifically identified therein, exclusive of applicable sales, use, and other taxes relating to the sale, purchase, or delivery of the product and all such taxes shall be paid by Buyer. Product prices published by USSI are subject to change without notice. Typographical and other errors in stated prices are subject to correction.
• TERMS OF PAYMENT. Generally, the purchase price for the product is due and payable prior to delivery. Unless Buyer agrees to pay a per transaction fee approved in advance by USSI, payments in excess of $500.00 may NOT be made with a credit card. Subject to approved credit and to established credit limits, USSI may extend credit, which may be withdrawn at any time in the sole discretion of USSI. Absent terms agreed upon in writing by USSI, the general terms of any credit transaction are:
  1. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 2% per month (an annual percentage rate 24%), or (ii) a rate per month equal to 1-12th of the maximum annual percentage allowed under applicable state laws. If Buyer fails to make payments when due, USSI may recover all incidental and consequential damages caused by Buyer’s breach, including all fees paid to collection agencies and attorneys’ fees and costs without prior notice.
  2. Non-sufficient funds checks received by USSI from Buyer are subject to a minimum $40.00 service charge. Future orders from any Buyer from whom a non-sufficient funds check is received must be paid in full in advance by acceptable credit card, money order, or certified check.
  3. Orders for product refused or canceled following delivery of product to the common carrier for shipment may be restocked, less a minimum ten percent restocking fee charged to Buyer, provided, however, that specially ordered or manufactured product may not be returned or the order canceled, whether inventoried by USSI or not. Additionally, Buyer will be responsible for all shipping charges incurred to restock.
  4. No payment by Buyer shall contain a restrictive endorsement of any kind. Any payment containing a restrictive endorsement may be accepted by USSI and such acceptance shall not be deemed to be an accord and satisfaction with respect to any obligation of the Buyer.
• SHIPMENT, RISK OF LOSS, AND DELAY. The methods of shipment and packaging shall be in accordance with USSI's standard procedures. USSI will use all commercially reasonable efforts to deliver the product to Buyer on the schedule requested by Buyer. However, USSI shall not be liable for delays in product shipments for any reason. Product may be delivered in installments and a delay in delivery shall not relieve Buyer of the obligation to accept and pay for such installment deliveries.
  1. Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Buyer. Title to product shall pass to Buyer and USSI’s liability as to delivery shall cease on delivery of product to the common carrier for shipment. Risk of loss or damage to product shall pass to Buyer upon delivery of product to the common carrier for shipment.
  2. Each order placed by Buyer shall constitute a separate and independent transaction, and shall be invoiced separately. All invoices rendered by USSI covering product not in dispute shall be paid by Buyer regardless of disputes relating to other invoices or other delivered or undelivered product. In the event of dispute regarding an invoice(s), USSI may accept payment on an amount less than that showing under the invoice; however, such acceptance of partial payment shall not constitute acceptance of payment in accord and satisfaction of such dispute unless specifically stated by USSI in writing. Items temporarily out of stock will be back ordered and delivered to Buyer upon availability, unless the order is canceled prior thereto by Buyer.
  3. USSI shall not be liable for failure to perform resulting from unforeseen circumstances or causes beyond USSI’s direct control.
• SECURITY INTEREST. USSI retains and Buyer hereby grants to USSI a security interest in shipped product until the full purchase price has been paid. Buyer’s failure to pay any amount when due shall give USSI the right to possession and removal of the product at any time upon giving ten (10) days prior notice. USSI’s taking of possession shall be without prejudice to any other remedies USSI may have. Upon request, Buyer agrees to execute financing statements or other documents reasonably required by USSI to protect and perfect USSI’s security interest in the shipped product.
• INSPECTION AND ACCEPTANCE.
  1. Buyer shall inspect all products upon receipt and shall notify USSI in writing of any overages, shortages, defectiveness of product, or other failures to conform to the order which are reasonably discoverable within five (5) business days of product receipt. All notifications shall be accompanied by packing slips, inspection reports, and other documents necessary to support Buyer’s claims. All shortages or other failures to conform not timely reported to USSI as required by this Section will be deemed forever waived by Buyer.
  2. For all services provided by USSI, Buyer shall inspect the equipment on which the service was provided and notify USSI in writing of any failure to conform to the order which is reasonably discoverable within five (5) business days of the return of the equipment following service. All notifications shall be accompanied by inspection reports or other documents necessary to support Buyer’s claims. Any failure to timely report issues with service shall be deemed forever waived by Buyer.
• LIMITED PARTS AND SERVICE WARRANTIES. USSI warrants that this product is composed of the materials described on the label and free from defects. USSI warrants that the services provided will be free from defects. USSI makes no warranty if the product or equipment is covered by a manufacturer’s warranty. USSI’s maximum liability under this limited warranty is the replacement of the product purchased (for new products purchased), corrective service (for service work), or the return of the price paid, in the sole discretion of USSI. USSI makes no other warranties, express or implied, arising by law or otherwise (INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO TITLE, ANY OBLIGATIONS OF THE SELLER WITH RESPECT TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, AND ANY OBLIGATION OR LIABILITY OF USSI FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES) or whether or not occasioned by the negligence of USSI. This warranty states the entire obligation of USSI in connection with this transaction. The warranty shall not be extended, altered, or varied except by a written instrument signed by USSI and by the respective duly authorized representatives of the parties. It is understood and agreed that if USSI is found liable, whether in contract, in tort, under any warranty, in negligence or otherwise, liability shall not exceed the cost to replace the product, the cost to correct the service defect, or the return of the amount of the purchase price paid by you, whichever is less, and under no circumstances shall USSI be liable for special, indirect, or consequential damages.
• Except for products described in (a) below, the product may be returned only with the prior consent of USSI which may be withheld by USSI for any reason. Returns of product must be received by USSI within 30 days of the product shipment date in order to avoid a restocking charge. Product may be returned only if unmarked, unopened, in the original sealed packages and in all respects, resalable. USSI reserves the right to reject any product returned more than 30 days after the invoice date.
  1. Special, customized, personalized, or government-regulated products are not returnable under any circumstances.
  2. Returned product will be credited to the Buyer's USSI account and USSI may elect to charge a minimum ten percent (10%) restocking fee. Original shipping costs are not creditable or refundable. Cash refunds will be given only if Buyer’s account with USSI has no balance.
  3. Prior to returning product, Buyer must call USSI’s Customer Service Department to obtain a return authorization number. All returned product MUST receive a return authorization number from USSI prior to return shipment. USSI will provide a return label and instructions via email (preferred), fax, or regular mail. In some circumstances, including if items are kept more than 30 days from the invoice date, Buyer will be responsible for return freight. Buyer shall be responsible for any freight loss or damage during return.
  4. Credit will be issued to Buyer only after inspection for conformity to this return policy. In the event returned product is received by USSI not in conformance to this return policy, such product will be held by USSI for 30 days. USSI shall attempt to notify Buyer of nonconformance. Such product will either be (i) returned to Buyer as is, with all shipping costs charged to Buyer, or, (ii) in the sole discretion of USSI, credited to the Buyer's account, less a 50% restocking fee.
• GENERAL PROVISIONS.
  1. Failure by any party to enforce any of its rights hereunder shall not be construed to be a waiver of such party’s rights or ability thereafter to enforce any of such party’s rights under these Terms and Conditions.
  2. If any one or more of these Terms and Conditions are for any reason held to be invalid, illegal, or unenforceable, the remaining Terms and Conditions shall be unimpaired and will continue in full force and effect.
  3. Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of these Terms and Conditions.
  4. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous terms, conditions, and representations concerning the subject matter hereof.
  5. Buyer may not assign any contract between USSI and Buyer without the prior written consent of USSI.
  6. Listing Errors. USSI assumes no liability for errors in listings, specifications, product numbers, or prices contained within the USSI product literature. USSI reserves the right to change listings, specifications, product numbers, or prices at any time without notice.
  7. Limitations on Actions. No action against USSI for breach hereof may be commenced more than one year after the accrual of the cause of action.
  8. Technical Advice. USSI assumes no obligation or liability on account of any recommendation, opinion, or advice concerning the choice or use of any product.
  9. All proceedings involving the performance, interpretation, or enforcement of any of the provisions arising out of or relating to the Order or these Standard Terms and Conditions shall be brought exclusively in the circuit court in Outagamie County, Wisconsin, or the Federal District Court located in Green Bay, Wisconsin. Buyer waives any claim that the forum selected is inconvenient.
  10. Force Majeure. Neither Buyer nor USSI shall be liable for delays occasioned by unforeseeable causes beyond their control and without their fault or negligence; provided, however, that if any such delay occurs, USSI shall have the option to cancel all or any part of the Order. Written notice of any such delay, including the anticipated duration of such delay, must be given by the nonperforming party within ten (10) days of the unforeseeable cause or event.
  11. USSI reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of the Order by notice to Buyer. In the event of such cancellation, USSI shall not be liable to Buyer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect USSI’s right to terminate the Order for default of Buyer.
  12. Upon the happening of any one or more of the following events, USSI shall forthwith have the unrestricted right to cancel and terminate the Order without cost or liability to USSI: (1) Buyer's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Buyer; (3) institution of legal proceedings against Buyer by creditors or stockholders; (4) appointment of a receiver for Buyer by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of USSI to cancel its additional obligations.
  13. Amendment. USSI retains the right to amend, modify, add to, or delete any terms contained in these Standard Terms and Conditions. Changes shall be ten (10) business days following the posting of the amended Sales Standard Terms and Conditions on its website.
  14. Electronic Transactions. USSI and Buyer agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
  15. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first-class mail.

USSI Holdings, Inc.
Attn: President
412 Randolph Drive
Appleton, WI 54913-9297

USSI STANDARD TERMS OF PURCHASE

These terms and conditions of purchase (these "Terms") are the only terms which govern the purchase of the goods ("Products") and services ("Services") by Utility Sales and Service, Inc. or USSI Rentals, Inc. ("Buyer” or “USSI") from the seller named on the Order ("Supplier"). 

1. 1. ACCEPTANCE OF TERMS. Supplier shall comply with all terms set forth herein and on any purchase order, order acknowledgement or other written document (including electronic documents) issued by Supplier, whether these terms are attached or are expressly incorporated by reference (including any specifications, samples, and other documents referred to herein, on the such ordering memorandum or purchase order), (collectively, this “Order”). The Order is an offer to purchase the goods and/or services (including any deliverables and required documentation, which shall be collectively referred to herein as “Documentation”) described herein (collectively, the “Products”). The Order shall not constitute an acceptance of any offer to sell, quotation or other proposal from Supplier, even if referred to in the Order. Unless otherwise stated on the face of the Order or in a separate written agreement between Buyer and Supplier, the terms herein shall prevail over conflicting terms. ACCEPTANCE OF THIS ORDER IS EXPRESSLY LIMITED TO THE TERMS OF THIS ORDER. BUYER OBJECTS TO ANY TERMS AND CONDITIONS INCLUDED WITH SUPPLIER'S QUOTATION, ACKNOWLEDGMENT, WARRANTY STATEMENT, INVOICE OR OTHER DOCUMENT WHICH ARE ADDITIONAL TO OR DIFFERENT THAN THE TERMS OF THE ORDER, WHICH INCLUDE THESE STANDARD TERMS, AND SUCH ADDITIONAL OR DIFFERENT TERMS SHALL NOT BE PART OF THIS ORDER BETWEEN SUPPLIER AND BUYER. NO PRIOR PROPOSALS, QUOTATIONS, STATEMENTS, FORECASTS, COURSE OF DEALING OR USAGE OR TRADE WILL BE PART OF THIS ORDER. This Order shall be irrevocably accepted by Supplier upon the earlier of Supplier's: (a) issuing any acceptance or acknowledgement of this Order; (b) delivering any Products ordered; or (c) commencement of the work called for by this Order, in any manner. If these terms are part of a supply agreement between the parties, the term “Order” used herein shall mean any purchase order issued under the supply agreement.

• PRICES, PAYMENTS AND QUANTITIES.

1. 1. Prices. All prices are firm and shall not be subject to change. Supplier's price includes all: (a) packaging, insurance, storage, handling, interest and service charges, crating or cartage and any other expenses; (b) shipment charges; and (c) taxes, fees and/or duties applicable to the Products purchased under this Order; provided, however, that any value added tax that is recoverable by USSI, and any state and local sales, use, excise and/or privilege taxes, if applicable, shall not be included in Supplier's price but shall be separately identified on Supplier's invoice. If Supplier is legally obligated to pay value added and/or similar tax, Supplier shall invoice USSI in accordance with applicable rules to enable USSI to reclaim such tax.
   2. Supplier Covenants (as defined below) the pricing for any Products shall not exceed the pricing for the same Products or any comparable goods or services offered by Supplier to third parties (“Similar Items”) in the same or similar quantities. If Supplier reduces or offers to reduce the price of the Products or such Similar Item(s) to any third party, Supplier will: (i) promptly notify USSI in writing of such reduction or offer; and (ii) apply an equivalent reduction in price to all Products ordered by USSI. Supplier will also promptly reimburse USSI an amount equivalent to the difference in price of (a) said reduction or offer, and (b) the price charged USSI for all Products ordered on or after the date such reduction or offer to a third party was made. 
   3. Payment Terms.
      1. Standard Terms. Unless otherwise stated on the face of this Order or restricted by applicable law, the ordinary net date (“Net Date”) shall be 60 days after receiving from Supplier both the accepted Products and a correct corresponding invoice that complies with the terms of this Order. All sums to be paid by USSI under this Order will be in United States dollars. 
      2. Invoicing. If requested by USSI, settlement and invoicing shall be paperless and in a format acceptable to USSI. Supplier's invoice must: (i) bear USSI's Order number, the item number of such release, USSI's part number(s) and revision number(s), invoice quantity, unit of measure, unit price, total invoice amount, and Supplier's name, phone number and address to which remittance should be sent, as well as such other information required by law or USSI; and (ii) be issued only after delivery in accordance with this Order has occurred, but not later than 60 days after USSI's receipt of the Products and/or Supplier's completion of the services. USSI shall be entitled to reject Supplier's invoice if it fails to include USSI's Order number, is issued after the time set forth above or is otherwise inaccurate. Such rejection shall not entitle Supplier to suspend performance, and any resulting delay in payment or nonpayment shall be Supplier's responsibility. Supplier warrants that it is authorized to receive payment in the currency stated in this Order. No extra charges of any kind shall be allowed. USSI may withhold total or partial payment until the Products conform to the requirements of this Order. USSI's payment of an invoice shall not constitute its acceptance of the Products.
      3. Set Off. USSI shall be entitled at any time to set-off any and all amounts owed by Supplier to USSI or an Affiliate (defined herein) on this or any other order. “Affiliate” shall mean, with respect to USSI, any entity, including, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with USSI.
   4. Quantities.  USSI is not obligated to purchase any quantity of Products except for such quantity(ies) as may be specified by USSI either on this Order or on a separate written release issued by USSI pursuant to this Order. Supplier shall not make material commitments or production arrangements in excess of USSI's specified quantities and/or in advance of the time necessary to meet USSI's delivery schedule. Should Supplier do so, any resulting exposure shall be for Supplier's account. Products delivered to USSI in excess of USSI's specified quantities may be returned to Supplier at Supplier's risk, and Supplier shall be responsible for all related costs and expenses incurred by USSI.
2. DELIVERY AND TITLE PASSAGE.
   1. Delivery.   Time is of the essence of this Order. Supplier agrees to notify USSI immediately in writing if Supplier has any reason to believe that any quantities of Products will not be delivered or completed as ordered, and/or any shipment will not be made as scheduled. If any shipment of Products is not made in time for delivery on the date and in the quantities set forth in this Order or Supplier fails to deliver all the Products and related Documentation and/or complete the services as scheduled, USSI may: (i) require delivery by fastest method at Supplier's cost; (ii) return to Supplier some or all of the Products in said shipment at Supplier's risk and expense (including all freight, warehousing, handling, shipping, and transportation costs); (iii) purchase substitute Products from a third party and charge Supplier with the increased difference in cost thereof (if any); (iv) direct Supplier to make an expedited shipment of additional or replacement goods, with the cost of the expedited shipment to be paid by Supplier; and/or (v) recover all damages it incurs as a result of Supplier's failure to perform as scheduled. The foregoing is in addition to any other rights or remedies available to USSI at law or in equity.
   2. Title Passage. Title to the Products shall pass from Supplier to USSI at the same point that risk of loss transfers from Supplier to USSI
      per the applicable Incoterm. Products delivered to USSI in advance of schedule may be returned to Supplier at Supplier's expense. USSI may specify contract of carriage and named place of delivery in all cases. Each shipment made by Supplier will include a packing list containing the PO number, USSI product identification and part number, quantity shipped, date of shipment, country of origin, product weight, and such other information required by applicable Law and/or USSI.
3. CHANGES.
   1. USSI Changes. USSI may at any time make changes within the scope of this Order in any one or more of the following: (a) specifications; (b) method of shipment or packing; (c) place and time of delivery; (d) quality; (e) quantity; or (f) scope or schedule of Products. Supplier shall not proceed to implement any change until such change is provided in writing by USSI. If any change causes an increase or decrease in the cost or schedule of any work under this Order, an equitable adjustment shall be made in writing to the price and/or delivery schedule as applicable. Any Supplier claim for such adjustment shall be deemed waived unless asserted within 10 days from Supplier's receipt of the change or suspension notification and may only include reasonable, direct costs that shall necessarily be incurred as a direct result of the change.
   2. Supplier Changes. Changes proposed by Supplier must be submitted along with a written change notice, for USSI's prior written approval. This may include changes in sources of material and components, product discontinuation, changes in manufacturing processes, test procedures, manufacturing locations, and any similar changes. No change shall occur until USSI has approved it in writing, and Products affected by any changes shall not be delivered to USSI until Supplier has received written approval for the changes from USSI. Supplier shall be responsible for obtaining, completing and submitting proper documentation regarding any and all changes, including complying with any written change procedures issued by USSI.
4. INSPECTION/TESTING AND QUALITY.
   1. Inspection/Testing. In order to assess Supplier's work quality and/or compliance with this Order, upon reasonable notice by USSI all goods, materials and services related to the Products purchased hereunder, including, raw materials, components, assemblies, work in process, tools and end products shall be subject to inspection and test by USSI or regulatory authorities at all places, including sites where the goods are made or located or the services are performed, whether at Supplier's premises or elsewhere. Supplier agrees to cooperate with such audit and inspection, including completing and returning questionnaires and making available its knowledgeable representatives. USSI's inspection or failure to inspect or reject or detect defects by inspection shall not relieve Supplier from its responsibilities under this Order nor impose liabilities on USSI.
   2. Quality. When requested by USSI, Supplier shall promptly submit real-time production and process data (“Quality Data”) in the form and manner requested by USSI. 
   3. Product Recall. If  USSI determines that a recall or removal (“Recall”) involving a Product purchased under this Order or a USSI product incorporating a Product purchased under this Order was caused by a defect, non-conformance or non-compliance which is the responsibility of Supplier, Supplier shall indemnify and hold harmless USSI from all USSI's reasonable costs and expenses incurred in connection with any Recall, including all costs related to: (i) investigating and/or inspecting the affected Products; (ii) notifying USSI's customers; (iii) repurchasing or replacing the recalled Products; (iv) packing and shipping the recalled Products; and (v) media notification.  Each party shall consult the other before making any statements to the public or a governmental agency relating to such Recall or potential safety hazards, except where such consultation would prevent timely notification required by Law.
5. ACCEPTANCE/REJECTION.
   1. If any of the Products furnished pursuant to this Order are found to be defective or otherwise not in conformity with the requirements of this Order, then USSI, in addition to any other rights, remedies and choices it may have by Law, contract and/or at equity, at its option and sole discretion, may: (a) require Supplier, at its expense, to replace non-conforming Products (or components thereof) with Products (or components) that conform to all requirements of this Order; (b) take such actions as may be required to cure all defects and/or bring the Products into conformity with all requirements of this Order, in which event all related costs and expenses (including material, labor (charged at USSI’s standard labor rate) and handling costs) and other reasonable charges shall be for Supplier's account; (c) reject and/or return at Supplier's risk and expense all or any portion of such Products; (d) withhold total or partial payment; and/or (e) rescind this Order without liability. If the Order encompasses more than one Product, USSI may also reject any entire Order based upon a reasonable sampling of Products as determined solely by USSI. Partial or total payment by USSI for Products under this Order prior to, or after the conclusion of, the Inspection Period will not: (i) constitute its acceptance thereof; (ii) affect Supplier's responsibilities, warranties, or representations under this Order, including those pertaining to any nonconforming Products; or (iii) operate to waive any rights or remedies available to USSI at Law or in equity.
   2. Supplier shall be liable for any and all costs and expenses incurred by USSI as a result of any non-conforming Products, whether or not USSI rejects such Products. USSI will itemize such costs and expenses to Supplier, which may include cost of defective materials, a handling charge equal to 15% of the price of the non-conforming Products, transportation charges, incidental material and labor costs, sorting and rework expenses, lost production starts directly caused by the non-conforming Products (including late delivery), and any other actual costs creating a loss to USSI.
   3. If USSI determines that disproportionate number of Product shipped by Supplier during a rolling three calendar month period are rejected (whether returned to Supplier or corrected by USSI) by USSI due to quality issues (“Product Quality Problem”), USSI will charge Supplier a fixed amount of $350 USD for each Product not meeting the Quality Requirements during the reported period (“Quality Administration Fee”). The Quality Administration Fee shall be charged to Supplier automatically as a debit memo issued to Supplier's account. For the avoidance of doubt, the Quality Administration Fee is only intended to compensate USSI for certain administrative expenses and shall be without prejudice to USSI's right to recover other costs or expenses to which USSI is entitled under this Order, including all costs associated with the repair or replacement of Non-Conforming Products and its other actual damages.   
   4. Within thirty (30) days of receiving notice from USSI, Supplier shall also develop and implement a written corrective and preventative action plan (and submit a copy to USSI) that addresses the Product Quality Problem. Should Supplier fail to correct the Product Quality Problem after a six-month period, USSI may, at its discretion, terminate all unfulfilled Orders with respect to the affected Product(s) without incurring any liability notwithstanding anything to the contrary herein. The provisions of this Section are in addition to any other rights or remedies available to USSI at law or in equity.

1. WARRANTIES.
   1. Supplier warrants that all Products provided pursuant to this Order: (a) are free of all claims, liens, or encumbrances; (b) are of new and merchantable quality, and, when applicable, not used, rebuilt or made of refurbished material; (c) are free from all defects in title, and material, whether latent or otherwise; (d) are fit for the particular purpose for which they are intended; (e) are manufactured and provided in strict accordance with all specifications, samples, designs, descriptions, instructions, plans, end-user documentation, other Documentation and other requirements approved or adopted by USSI; (f) are safe for their intended use, non-toxic, and present no abnormal hazards to persons or their environment; (g) do not infringe or misappropriate any patent, copyright, trade secret, trademark, or other intellectual property right of third parties without such parties' prior written consent, and no other third party (including any local, state, federal, or foreign government) holds any property rights or security interests in any of the Products.
   2. Supplier Covenants that, when applicable, all services provided pursuant to this Order, whether provided by Supplier or any Subcontractor shall: (a) be performed in a timely, professional, and workman-like manner; (b) conform strictly to all of USSI's requirements, specifications, drawings, plans, instructions, end-user documentation, other Documentation, samples, and other descriptions; and (c) not infringe or otherwise violate or misappropriate any patent, copyright, trade secret, trademark, or other intellectual property right of any third party.
   3. The warranties set forth in Sections 7.1(c) and 7.1(e) above shall extend to future performance of the Products and apply for a period of twelve  (12) months from delivery and acceptance of the equipment which includes the Product by the Customer and may be longer for warranties pertaining to third party components that extend beyond said 12 month period. All other warranties of Supplier set forth in this Order will survive in perpetuity. The warranties set forth herein: (a) survive the inspection, acceptance, and use of the Products by USSI and customers; (b) are for the benefit of USSI and its successors, assigns, and customers; and (c) are in addition to any warranties, rights, and/or remedies to which USSI may otherwise agree to in writing or which are provided by Law.
   4. Supplier will also promptly reimburse USSI for all costs and expenses associated with replacements of Nonconforming Products.
2. TERMINATION.
   1. Termination for Convenience. USSI may terminate all or part of this Order for convenience at any time by written notice to Supplier. Notwithstanding anything to the contrary, USSI's liability and Supplier's exclusive remedy for such termination by USSI is limited to USSI's payment for Products delivered and accepted in writing by USSI prior to the effective date of said termination
   2. Termination for Default. USSI, without liability, may by written notice of default, terminate all or part of this Order if Supplier fails to comply with any term of this Order or fails to make progress which, in USSI's reasonable judgment, endangers performance of this Order. Such termination shall become effective if Supplier does not cure such failure within 10 days of receiving USSI's written notice of default. Upon termination, USSI may procure at Supplier's expense and upon terms it deems appropriate Products similar to those so terminated, and Supplier shall be liable to USSI for any excess costs for such Products and other related costs. Supplier shall continue performance of this Order to the extent not terminated by USSI. If Supplier for any reason anticipates difficulty in complying with any requirements of this Order, Supplier shall promptly notify USSI in writing. Without limiting any other rights herein, if USSI agrees to accept deliveries after the delivery date has passed, USSI may require delivery by the fastest method and the total cost of such shipment and handling shall be borne by Supplier. USSI's rights and remedies in this clause are in addition to any other rights and remedies provided by Law, equity or under this Order.
   3. Termination for Insolvency. If Supplier (a) dissolves or ceases to do business; (b) fails to pay its debts as they come due; or (c) or any other entity institutes insolvency, receivership, bankruptcy or any other proceeding for settlement of Supplier's debts, USSI may immediately terminate this Order without liability to the fullest extent permitted by applicable Law, except for Products completed, delivered and accepted within a reasonable period after termination (which shall be paid for at the Order price).
   4. Supplier's Obligations on Termination. Upon Supplier's receipt of a notice of termination of this Order, Supplier shall promptly: (a) stop work as directed in the notice; (b) place no further subcontracts/orders related to the terminated portion of this Order; (c) terminate, or if requested by USSI assign, all orders to the extent they relate to work terminated; and (d) deliver all completed work, work in process, designs, specifications, documentation and material required and/or produced in connection with such work.
3. INTELLECTUAL PROPERTY.
   1. General. Each respective party shall exclusively own all intellectual property it had prior to the commencement of this Order.
   2. Supplier Intellectual Property. Supplier shall own intellectual property it owned prior to or developed independently of its obligations under this Order (“Supplier Intellectual Property”). USSI shall have an unrestricted right to use, have used, modify, have modified, distribute, have distributed, sell, and have sold all Products purchased under this Order under the Supplier Intellectual Property. Supplier shall not assert any Supplier Intellectual Property against USSI and its Affiliates, or any of their customers or suppliers, with respect to the USSI IP Rights (as defined below), in any Products furnished under this Order, or the repair or refurbishment of any Products furnished under this Order.
   3. USSI Intellectual Property. USSI shall own exclusively all rights in ideas, know-how, inventions, works of authorship, documentation, strategies, plans, data and databases created in or resulting from Supplier's performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, data rights, database rights, trademark rights and other intellectual property rights (collectively, “USSI's IP Rights”). All such intellectual property that is protectable by copyright shall be considered as though work(s) made for hire for USSI (as the phrase “work(s) made for hire” is defined in the U.S. Copyright Act (17 U.S.C. § 101)) or, should applicable Law preclude such treatment, Supplier shall give USSI “first owner” status related to the work(s) under local copyright law where the work(s) was created. If by operation of Law any such intellectual property is not owned in its entirety by USSI automatically upon creation, then Supplier agrees to, and hereby does, transfer and assign to USSI Supplier's entire right, title and interest throughout the world to such intellectual property. Supplier further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such USSI IP Rights to USSI. Supplier is prohibited from selling to any third party the Products or a substantially similar product that is either (i) developed for USSI under this Order, (ii) incorporates any Confidential Information of USSI or USSI's Property, or (iii) is specifically designed or configured for use with USSI's products or applications using Confidential Information of USSI's, USSI's Property or information received or know how developed in connection with this Order. Should Supplier, without USSI's prior written consent and authorization, design or manufacture for sale to any person or entity other than USSI any goods substantially similar to, or which reasonably can substitute or repair, a Product purchased hereunder, or obtains governmental approval for such Product or repair, USSI, in any adjudication or otherwise, may require Supplier to establish by clear and convincing evidence that neither Supplier nor its Subcontractors used in whole or in part, directly or indirectly, any of USSI's Property, USSI's Confidential Information or USSI's IP Rights, as set forth herein, in such design or manufacture of such Products or in obtaining governmental approval with respect to such Products or repair.
   4. Trademarks. Notwithstanding any other provision of this Order, USSI trademarks, trade names, service marks, part numbers or other identifiers, including any USSI packaging and copyright notices, and specifically including any trademark, service mark or trade name licensed by USSI, constitute “USSI Marks” for purposes of this Order. Supplier is only allowed to use USSI Marks as specifically permitted and directed by USSI in the Order and in accordance with USSI guidelines, specifications, and policies, and Supplier agrees to comply fully with all guidelines adopted from time to time by USSI.
   5. Supplier's Marks. Supplier grants to USSI a non-exclusive, perpetual, irrevocable, worldwide, paid-up, royalty-free license to use Supplier's trademarks, service marks, and trade names (collectively, “Supplier Marks”) on, or in connection with, any of USSI's marketing, sale, maintenance, repair, licensing, operation, and distribution of the Products. Use of Supplier Marks includes use: (a) in any advertising, (b) on USSI's websites, and (c) in any documentation or marketing materials for the Products or any USSI product that incorporates the Supplier's Product(s).
4. CONFIDENTIALITY, DATA PROTECTION AND PUBLICITY.
   1. Confidentiality. Supplier may receive or have access to certain information that is Confidential Information (as hereinafter defined) of USSI or its Affiliates in performance of this Order.

1. “Confidential Information” shall, whether furnished before or after the date of this Order and irrespective of the form of communication, mean: (i) the terms of this Order; (ii) all information and material disclosed or provided by USSI to Supplier of a confidential or proprietary nature.
2. Supplier shall: (i) use Confidential Information only for the purposes of fulfilling its obligations under this Order; and (ii) without limiting the requirements under Section 10.2 below, use the same degree of care as with its own confidential information, which shall be at least a reasonable standard of care, to prevent disclosure of the Confidential Information, except to its officers, directors, managers and employees (collectively, “Authorized Parties”), solely to the extent necessary to permit them to assist Supplier in performing its obligations under this Order. Prior to disclosing Confidential Information to any Authorized Party, Supplier shall advise the Authorized Party of the confidential nature of the Confidential Information and ensure that such party has signed a confidentiality agreement no less restrictive than the terms of this Section. Supplier acknowledges that irreparable harm shall result to the USSI if Confidential Information is used or disclosed contrary to this Section.
3. The restrictions in this Section 10 regarding the Confidential Information shall be inoperative as to particular portions of the Confidential Information disclosed by USSI to Supplier if such information: (i) is or becomes generally available to the public other than as a result of disclosure by Supplier; (ii) was available on a non-confidential basis prior to its disclosure to Supplier; (iii) is or becomes available to Supplier on a non-confidential basis from a source other than USSI when such source is not, to the best of Supplier's knowledge, subject to a confidentiality obligation with USSI; or (iv) was independently developed by Supplier, without reference to the Confidential Information, and Supplier can verify the development of such information by written documentation;
4. Within 14 days of the completion or termination of this Order, Supplier shall return to USSI or destroy (with such destruction certified in writing to USSI) all Confidential Information, including any copies thereof. No such return or destruction of the Confidential Information shall affect the confidentiality obligations of Supplier all of which shall continue in effect as provided for in this Order.
5. Any knowledge or information, which Supplier shall have disclosed or may hereafter disclose to USSI and which in any way relates to the Products purchased under this Order (except to the extent deemed to be USSI's Property), shall not be deemed to be confidential or proprietary and shall be acquired by USSI free from any restrictions (other than a claim for infringement) as part of the consideration for this Order, and notwithstanding any copyright or other notice thereon, USSI and its Affiliates shall have the right to use, copy, modify and disclose the same as it sees fit.
6. Notwithstanding the foregoing, if Supplier is requested or required by interrogatories, subpoena or similar legal process, to disclose any Confidential Information, it agrees to provide USSI with prompt written notice (no later than 2 days following receipt of such request) of each such request/requirement, to the extent practicable, so that USSI may seek an appropriate protective order, waive compliance by Supplier with the provisions of this Section, or both. If, absent the entry of a protective order or receipt of a waiver, Supplier is, in the opinion of its counsel, legally compelled to disclose such Confidential Information, Supplier may disclose such Confidential Information to the persons and to the extent required without liability under this Order and shall use its best efforts to obtain confidential treatment for any Confidential Information so disclosed.
7. If the parties hereto entered into a non-disclosure agreement (“NDA”) concerning pre-Order negotiations and evaluations, the terms of this Order supersede the terms of such NDA with regard to all confidential information disclosed under the NDA.

1. Publicity. Supplier and its Subcontractors shall not make any announcement, take or release any photographs (except for its internal operation purposes for the manufacture and assembly of the Products), or release any information concerning this Order or with respect to its business relationship with USSI or any Affiliate, or reference any of USSI's Products to any third party except as required by applicable Law without USSI or its Affiliate's prior written consent. Supplier agrees that it shall not, without prior written consent of USSI or its Affiliates as applicable, (a) use in advertising, publicity or otherwise, the name, trade name, trademark logo or simulation thereof of USSI or its Affiliate or the name of any officer or employee of USSI or its Affiliates or (b) represent in any way that any Product provided by Supplier has been approved or endorsed by USSI or its Affiliate.

• INDEMNIFICATION.

1. 1. 1. Intellectual Property Indemnity. Supplier warrants that all Products provided and/or utilized pursuant to this Order, whether provided/utilized by Supplier, will be free of any and all claims. Supplier shall indemnify, defend and hold USSI, its Affiliates and its and their customers, and each of its and their directors, officers, managers, employees, agents, representatives, distributors, resellers, sublicensees, contractors, successors and assigns (collectively, “Indemnitees”) harmless from any and all claims against Indemnitees alleging intellectual property infringement or misappropriation of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, or distribution of any product, service, ingredient, or any part thereof constituting Products furnished under this Order (“Indemnified IP”). USSI shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier's expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys' fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to USSI's consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at USSI's option and Supplier's expense, either: (a) procure for Indemnitees the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing Products under this Order and refund the purchase price to USSI, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall obtain an intellectual property infringement indemnity from its direct or indirect Subcontractors providing Products as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to USSI in this Order and to enforce such terms on its behalf and for the benefit of USSI, and if Supplier fails to enforce its terms with such Subcontractors then USSI is hereby deemed a third-party beneficiary of Supplier's contract(s) with such Subcontractors and is hereby assigned the rights to enforce such terms in lieu of Supplier at Supplier's expense.
      2. General Indemnity. Supplier shall defend, indemnify, release and hold the Indemnitees, whether acting in the course of their employment or otherwise, harmless from and against any and all claims, legal actions, demands, settlements, losses, judgments, fines, penalties, damages, liabilities, costs and expenses of any nature, resulting from, arising out of, or relating to: (i) the breach by Supplier of any covenant, representation, or warranty contained in this Order; (ii) any act or omission of Supplier; or (iii) any Products. USSI will notify Supplier of any such claim, suit, or proceeding, and will reasonably cooperate with Supplier (at Supplier's expense) in the defense of the same. Supplier agrees to include a clause substantially similar to the preceding clause in all subcontracts it enters into related to its fulfillment of this Order. Supplier agrees to enforce such terms on its behalf and for the benefit of USSI. If Supplier fails to enforce its terms with such Subcontractors, USSI is hereby deemed a third-party beneficiary of Supplier's contract(s) with such Subcontractors, and is hereby assigned the rights to enforce such terms in lieu of Supplier. Supplier further agrees to indemnify USSI for any attorneys' fees or other costs USSI incurs to enforce its rights hereunder.
   2. LIMITATION OF LIABILITY. IN NO EVENT WILL USSI BE LIABLE TO SUPPLIER FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUE, AND BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, FUNDAMENTAL BREACH, OR OTHERWISE ARISING OUT OR RELATED TO THIS ORDER, REGARDLESS OF WHETHER BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
   3. INSURANCE. For the duration of this Order and for a period of 6 years from the date of delivery of the Products or performance of the services, Supplier shall maintain, through insurers with a minimum A.M. Best rating of A-VII or S&PA or the equivalent in those jurisdictions that do not recognize such rating classification and licensed in the jurisdiction where the Products are sold and/or, where applicable, where services are performed, the following insurance: (a) Commercial General/Public Liability, on an occurrence form, in the minimum amount of USD $2,000,000 per occurrence with coverage for: (i) bodily injury/property damage; (ii) personal/advertising injury; and (iii) products/completed operations liability, including coverage for contractual liability insuring the liabilities assumed in this Order, with all such coverages in this Section 12 applying on a primary basis, providing for cross liability, not being subject to any self-insured retention and being endorsed to name USSI, its Affiliates, and its and their respective directors, officers, and employees as additional insureds; (b) Employers' Liability in the amount of USD $1,000,000.00 each accident, injury or disease; and (c) Statutory Workers' Compensation Insurance. To the extent this Order is for professional services, Supplier shall maintain Professional/ Errors and Omission Liability insurance in the minimum amount of USD $1,000,000.00 per claim. If such insurance is on a claims-made basis, the retro date must precede the date of issuance of this Order, and Supplier must maintain continuity of coverage for 3 years following termination, expiration and/or completion of this Order. The application and payment of any self-insured retention or deductible on any policy carried by Supplier shall be the sole responsibility of Supplier. Should USSI be called upon to satisfy any self-insured retention or deductible under Supplier's policies, USSI may seek indemnification or reimbursement from Supplier where allowed by Law. Upon request by USSI, Supplier shall provide USSI with a certificate(s) of insurance evidencing that the required minimum insurance is in effect. The certificate(s) of insurance shall reference that the required coverage extensions are included. Upon request by USSI, copies of endorsements evidencing the required additional insured status, waiver of subrogation provision and/or loss payee status shall be attached to the certificate(s) of insurance. Acceptance of such certificate(s), which are not compliant with the stipulated coverages, shall in no way imply that USSI has waived its insurance requirements or any other obligations set forth herein. The above-referenced insurance limits can be met either via each policy or via a combination of these policies and an excess/umbrella liability insurance.
   4. ASSIGNMENT, SUBCONTRACTING AND CHANGE OF CONTROL. Supplier may not assign, delegate, subcontract or transfer (including by change of ownership or control by operation of Law or otherwise) this Order or any of its rights or obligations hereunder, including payment, without USSI's prior written consent. Should USSI grant consent to Supplier's assignment, Supplier shall ensure that such assignee shall be bound by the terms and conditions of this Order. Supplier shall advise USSI of any Subcontractor to Supplier: (a) that shall have at its facility any parts, components or goods with USSI's or any of its Affiliates' name, logo or trademark (or that shall be responsible to affix the same); and/or (b) 50% or more of whose output from a specific location is purchased by USSI. In addition, Supplier shall obtain for USSI written acknowledgement by such assignee or Subcontractor to Supplier of its commitment to act in a manner consistent with USSI's integrity policies, and to submit to, from time to time, on-site inspections or audits by USSI or USSI's third party designee as requested by USSI. Subject to the foregoing, this Order shall be binding upon and inure to the benefit of the parties, their respective successors and assigns.
   5. COMPLIANCE WITH LAWS.
      1. General. Supplier represents, warrants, certifies and covenants (“Covenants”) that it shall comply with all then-current laws, treaties, conventions, protocols, regulations, ordinances, codes, standards, directives, orders and rules issued by governmental agencies or authorities, which are applicable in any way to the activities relating to this Order or the manufacture, labeling, transportation, importation, exportation, licensing, certification, or approval of the Products (collectively, “Law(s)”).
      2. Trade Restrictions.  Supplier Covenants that it shall not sell, distribute, disclose, release, receive or otherwise transfer any item or technical data provided under this Order to or from: (1) any country designated as a “State Sponsor of Terrorism” or “SST” by the U.S. Department of State, (2) any entity located in, or owned by an entity located in a SST country, or (3) any person or entity listed on the “Specifically Designated Nationals and Blocked Persons” list maintained by the U.S. Department of Treasury. This clause shall apply regardless of the legality of such a transaction under local Law.  USSI may, from time to time and for business reasons, withdraw from and/or restrict its business dealings in certain jurisdictions, regions, territories and/or countries. Thus, subject to applicable Law, Supplier hereby agrees not to supply any Products to USSI under this Order that are sourced directly or indirectly from any such jurisdiction, region, territory and/or country identified to Supplier by USSI, which currently includes Cuba, North Korea, Iran and Syria unless an appropriate U.S. Government license is obtained.

• GOVERNING LAW AND DISPUTE RESOLUTION.

1. 1. Governing Law. This Order shall in all respects be governed by and interpreted in accordance with the substantive law of the State of Wisconsin, U.S., excluding its conflicts of law provisions. The parties exclude application of the United Nations Convention on Contracts for the International Sale of Goods.
   2. Dispute Resolution. Any dispute, controversy, or claim relating to this Order (“Dispute”) will be resolved first through good faith negotiations between the parties. If the Dispute cannot be resolved through good faith negotiation, then the parties agree to submit the Dispute to mediation. The requirement of mediation and negotiation may be waived upon mutual agreement of USSI and Supplier. 
2. INDEPENDENT CONTRACTORS.
   1. Independent Contractor. The relationship of USSI and Supplier is that of independent contractors. Nothing in this Order shall be interpreted or construed as creating or establishing the relationship of employer and employee between USSI and Supplier or Supplier personnel.
3. MISCELLANEOUS. This Order, with documents as are expressly incorporated herein by reference, is intended as a complete, exclusive and final expression of the parties' agreement with respect to the subject matter herein and supersedes any prior or contemporaneous agreements, whether written or oral, between the parties. No course of prior dealings and no usage of the trade shall be relevant to determine the meaning of this Order even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. No claim or right arising out of a breach of this Order can be discharged by a waiver or renunciation unless supported by consideration and made in writing signed by the aggrieved party. Either party's failure to enforce any provision hereof shall not be construed to be a waiver of such provision or the right of such party thereafter to enforce such provision. USSI's rights and remedies in this Order are in addition to any other rights and remedies provided by Law, contract or equity, and USSI may exercise all such rights and remedies singularly, alternatively, successively or concurrently. The term “including” shall mean and be construed as “including, but not limited to” or “including, without limitation”. The invalidity of any section or paragraph of this Order shall not affect the remainder of such section or paragraph or any other section or paragraph, which shall continue in full force and effect. Any section or paragraph deemed invalid will be given a lawful interpretation that most closely reflects the original intention of USSI and Supplier. All provisions or obligations in this Order, which by their nature or effect are required or intended to be observed, kept or performed after termination or expiration of this Order shall survive and remain binding upon and for the benefit of the parties, their successors (including successors by merger) and permitted assigns.