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TERMS & CONDITIONS
<br />Evolving industry conditions and market volatility may materially impact the cost to manufacture fire apparatus. As such, Sutphen reserves the
<br />right to impose a price adjustment. The price adjustment will be determined using the Producer Price Index (PPI) — specifically, WPU141106843
<br />the Commodity Data for Heavy Duty Truck Manufacturing: Buses, including military and firefighting vehicles with chassis of own manufacture. The
<br />calculation will be based on the PPI value the month of contract execution, compared to the PPI value 12 months prior to the originally slotted
<br />production completion date.
<br />If the PPI reflects an increase exceeding 5% over this period, the Purchaser will be subject to a price adjustment equal to the percentage increase
<br />in excess of 5%. Sutphen will provide written notice to the Purchaser as soon as it reasonably anticipates the need to apply such adjustment. Upon
<br />receipt of such notice, the Purchaser may request to terminate the Agreement; however, acceptance of such termination shall be at Sutphen's
<br />sole and absolute discretion. If the termination request is approved, a cancellation fee equal to 5% of the original
<br />contract purchase price will be applied.
<br />Sutphen will use its reasonable best efforts to deliver the apparatus within the timeframe quoted herein, provided that such delivery date shall be
<br />automatically extended for delays beyond Sutphen's control, including, without limitation, strikes, labor disputes, riots, civil unrest, pandemics, war
<br />or other military actions, sabotage, government regulations or controls, fire or other casualty, or inability to obtain materials or services. If such delay
<br />occurs, Sutphen shall give notice of delay to Purchaser. Purchaser shall not be entitled to any discount or reduction in price for such delay and Sutphen
<br />shall not be liable for any damages (compensatory, incidental, consequential or otherwise) related to such delay.
<br />Final payment shall be made within 72 hours of the unit arriving at the dealership to receive the stated discount, otherwise, FULL PAYMENT must be
<br />made at the time of delivery of the completed truck. Any Loose Equipment, Shelving, Graphics, etc. shall be completed by Dealership. Should payment
<br />be delayed, Sutphen reserves the right to charge interest at the rate of one and one-half percent (1.5%) per month, beginning on the day after
<br />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 reserves
<br />the right to withhold delivery of the MCO until payment in full is received. The apparatus shall be tested per NFPA #1900 at Sutphen's manufacturing
<br />facility. Purchaser agrees that the apparatus and equipment being purchased hereunder shall not be driven or used in any manner until it is paid for
<br />in full. In the event there are any shortages or omissions with the apparatus at time of completion, Purchaser may withhold a sum equivalent to the
<br />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 any
<br />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 taking
<br />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, including any
<br />applicable change orders, drawings, specifications, or standards incorporated herein, and/or defects in materials, workmanship, and free from such
<br />defects in design. In addition, Sutphen warrants that the goods and services are suitable for and will perform in accordance with the purposes for
<br />which they were intended, for a period of one year from the Warranty Registration Date, unless an extended 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 which
<br />may hereafter be imposed by governmental authority or otherwise and which are made applicable to the apparatus or equipment covered by this
<br />Proposal. In the event that any such taxes are subsequently imposed and become applicable, the purchase price herein shall be increased by the
<br />amount of such taxes and such sum shall be immediately paid by Purchaser to Sutphen. To the extent applicable, the prices and deliveries set forth
<br />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 damage
<br />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 discretion,
<br />accept Purchaser's request to terminate the Agreement. In the event Sutphen accepts Purchaser's request to terminate the Agreement, Sutphen may
<br />charge a cancellation fee. The following charge schedule based on costs incurred may be applied, at Sutphen's sole discretion:(a) 10% after order is
<br />accepted by Sutphen; (b) 30% of the Purchase Price after production has commenced. The cancellation fee may increase accordingly as costs are
<br />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 written, and
<br />no representations orwarranties are applicable except as specifically contained in these or in any subsequently signed agreement between the Parties.
<br />No waiver of any of the provisions of these T&C shall be deemed a waiver of any other provision, whether similar, nor shall any waiver constitute a
<br />continuing waiver. If a Purchase Order is issued, this Proposal, including the Terms and Conditions contained herein, shall supersede the terms in the
<br />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 laws,
<br />statutes, and decisions of the State of Ohio. Exclusive jurisdiction and venue for any litigation at all related to this in the Franklin County Court of
<br />Common Pleas, Columbus, Ohio, and the parties hereto consent and submit to the general jurisdiction of this court. All of these T&C shall be binding
<br />upon and inure to the benefit of and be enforceable by Sutphen, Purchaser, their successors and assigns.
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