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TERMS & CONDITIONS
<br />Changes to National Fire Protection Association ("NFPA") 1900, Environmental Protection Agency ("EPA") or changes legislated by
<br />Federal, State or Local Governments or changes in parts availability or vendor relationships that impact the cost to manufacture the truck
<br />may incur additional charges which shall be home by the Purchaser. These may include but are not limited to changes that affect the major
<br />vendors of the fire apparatus industry such as pump manufacturers, seat manufacturers, electrical power supplies (generators) and powertrain
<br />(engine & transmission). Any such changes shall be documented on a change order executed by both Sutphen and Purchaser.
<br />Sutphen shall provide written notice to the Purchaser as soon as it reasonably believes any cost increase provision may be invoked. Sutphen
<br />shall provide, upon written request, documentation of such changes and increases.
<br />Sutphen will use its reasonable best efforts to deliver the apparatus within the timefiame quoted herein, provided that such delivery date shall
<br />be automatically extended for delays beyond Sutphen's control, including, without limitation, strikes, labor disputes, riots, civil unrest,
<br />pandemics, war or other military actions, sabotage, government regulations or controls, fire or other casualty, or inability to obtain materials
<br />or services. If such delay occurs, Sutphen shall give notice of delay to Purchaser. Purchaser shall not be entitled to any discount or reduction
<br />in price for such delay and Sutphen shall not be liable for any damages (compensatory, incidental, consequential or otherwise) related to such
<br />delay.
<br />Final payment shall be made within 72 hours of the unit arriving at the dealership to receive the stated discount, FULL payment must be
<br />made at the time of delivery of the completed truck. Any loose equipment, shelving, and graphics will be completed by the dealership.
<br />Should payment be delayed, Sutphen reserves the right to charge interest at the rate of one and one-half percent (1.5%) per month, beginning
<br />on the day after payment is due.
<br />Transfer of the Manufacturer's Certificate of Origin (MCO) shall take place upon payment in full in accordance with these terms. Sutphen
<br />reserves the right to withhold delivery of the MCO until payment in full is received. The apparatus shall be tested per NFPA #1900 at
<br />Sutphen's manufacturing facility. Purchaser agrees that the apparatus and equipment being purchased hereunder shall not be driven or used in
<br />any manner until it is paid for in full. In the event there are any shortages or omissions with the apparatus at time of completion, Purchaser
<br />may withhold a sum equivalent to the price of any such shortages as determined by Sutphen.
<br />In the case of any default in payment hereunder or in the payment on any notes, negotiable paper, obligations or other instruments issued by
<br />Purchaser, Sutphen may take full possession of the apparatus and equipment or of the piece or pieces upon which default has been made, and
<br />any payments that have been made theretofore shall be applied as rent in full for the use of the apparatus and equipment up to the date of
<br />taking possession by Sutphen.
<br />Sutphen warrants to Purchaser that all goods and services furnished hereunder will conform in all respects to the terms of this order,
<br />including any applicable change orders, drawings, specifications, or standards incorporated herein, and/or defects in materials, workmanship,
<br />and free from such defects in design. In addition, Sutphen warrants that the goods and services are suitable for and will perform in
<br />accordance with the purposes for which they were intended, for a period of one year from the Warranty Registration Date, unless an extended
<br />warranty is purchased.
<br />The purchase price provided for herein does not include any federal, state or local sales tax, duties, imposts, revenues, excise or other taxes
<br />which may hereafter be imposed by governmental authority or otherwise and which are made applicable to the apparatus or equipment
<br />covered by this Proposal. In the event that any such taxes are subsequently imposed and become applicable, the purchase price herein shall be
<br />increased by the amount of such taxes and such sum shall be immediately paid by Purchaser to Sutphen. To the extent applicable, the prices
<br />and deliveries set forth herein are subject to the Defense Production Act.
<br />Sutphen shall provide insurance insuring the apparatus and equipment against loss by fire, theft, or collision and insuring against property
<br />damage and personal injury through the completion of the apparatus and transfer of the Manufacturer's Certificate of Origin.
<br />After the execution of this Agreement, Purchaser shall have no right to terminate the Agreement. Sutphen may, in its absolute and sole
<br />discretion, accept Purchaser's request to terminate the Agreement. In the event Sutphen accepts Purchaser's request to terminate the
<br />Agreement, Sutphen may charge a cancellation fee. The following charge schedule based on costs incurred may be applied, at Sutphen's sole
<br />discretion: (a) 10% after order is accepted by Sutphen; (b) 30% of the Purchase Price after production has commenced. The cancellation fee
<br />may increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing.
<br />These Terms and Conditions ("T&C') contained in the Proposal provided herein take precedence over all previous negotiations, oral or
<br />written, and no representations or warranties are applicable except as specifically contained in these or in any subsequently signed agreement
<br />between the Parties. No waiver of any of the provisions of these T&C shall be deemed a waiver of any other provision, whether similar, nor
<br />shall any waiver constitute a continuing waiver. If a Purchase Order is issued, this Proposal, including the Terms and Conditions contained
<br />herein, shall supersede the terms in the Purchase Order where terms may be inconsistent.
<br />This Proposal shall be governed and controlled as to interpretation, enforcement, validity, construction, effect and in all other respects by the
<br />laws, statutes, and decisions of the State of Ohio. Exclusive jurisdiction and venue for any litigation at all related to this in the Franklin
<br />County Court of Common Pleas, Columbus, Ohio, and the parties hereto consent and submit to the general jurisdiction of this court. All of
<br />these T&C shall be binding upon and inure to the benefit of and be enforceable by Sutphen, Purchaser, their successors and assigns.
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