UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS: OFFER & ACCEPTANCE; AGREEMENT.  Buyer's acceptance of CANS ARE US (CAN ARE US) quote and/or CANS ARE US acceptance of Buyer's written Purchase Order is limited to acceptance of the express terms and conditions contained herein. Once accepted, CANS ARE US quote or Buyer's Purchase Order, as the case may be, together with these Terms and Conditions, and any supplementary written information incorporated by reference herein, shall be the complete and exclusive statement of the parties' agreement and supercedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Buyer are not part of the parties' agreement in the absence of CANS ARE US written acceptance thereof. Any terms or provisions in the Purchase Order which are in any way inconsistent with those herein shall be null and void and the Terms and Conditions herein shall control. The placing of a Purchase Order or the payment of any amounts to CANS ARE US shall constitute acceptance of the Terms and Conditions contained herein. PURCHASE PRICE AND PAYMENT TERMS.  The price quoted by CANS ARE US for the products provided or services rendered ("Goods") is in U.S. dollars for the quantity shown, less any taxes, freight, duty, and custom's charges. The purchase price for the Goods shall be paid net thirty (30) days unless otherwise specified by CANS ARE US in writing. If, in CANS ARE US judgment, the financial condition of the Buyer at the time Goods are ready for shipment does not justify the terms specified, CANS ARE US reserves the right to change these terms or to require full payment or partial payment in advance. All sales are subject to the approval of CANS ARE US credit department. WARRANTY.  CANS ARE US warrants the Goods to be free from defects in material and workmanship under normal and recommended use and that the Goods CANS ARE US will conform to CANS ARE US published specifications or, if applicable, Buyer's specifications accepted by CANS ARE US in a separate writing. A CANS ARE US obligation under this warranty shall be limited to providing replacement Goods to the extent of any defective Goods, or at CANS ARE US election, to the repayment or crediting of Buyer with an amount equal to the purchase price of such defective Goods whether such claims are for breach of warranty, breach of contract, or negligence. This warranty shall extend for ninety (90) days from date of the original purchase by the original buyer only, and shall apply only to those Goods which upon CANS ARE US examination disclose to its satisfaction that the Goods in question were in fact defective. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON CANS ARE US PART. THIS WARRANTY SHALL NOT APPLY TO ANY PART WHICH HAS BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, ABUSE OR MISUSE OR WHICH IS DEFECTIVE. CANS ARE US MAKES NO WARRANTY WHATSOEVER IN RESPECT TO ACCESSORIES OR PARTS OR CHEMICALS NOT SUPPLIED BY CANS ARE US. Notwithstanding the foregoing, any Goods purchased by CANS ARE US from its vendors shall only carry the vendor's specific warranty, to the extent transferable to Buyer. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of CANS ARE US, which is not specifically set forth herein, shall be binding upon CANS ARE US. INSPECTION AND REJECTION.  Final inspection of the Goods purchased pursuant to the terms hereof shall be at Buyer's premises unless otherwise agreed in writing. The Goods (or parts thereof) rejected as not conforming to the Purchase Order, or as otherwise defective, shall be returned at Buyer's initial expense, including transportation and handling costs, but subject to reimbursement by CANS ARE US upon confirmation of the defect claimed. Acceptance by Buyer of shipment of the Goods rendered by CANS ARE US shall be deemed to have occurred no later than ten (10) days following receipt of such shipment by Buyer, unless a timely rejection has been made by that date. SHIPMENT AND DELIVERY.  Except as provided in Paragraph 4, above, as it relates to returned Goods, delivery of the Goods shall be f.o.b. CANS ARE US place of business. Buyer shall be responsible for all transportation and delivery costs and shall bear the risk of any loss or damage in transit. Delivery dates, if specified by CANS ARE US, are estimates only and are not guaranteed and are not binding on CANS ARE US. TAXES.  Buyer shall be responsible for all taxes, duties, assessments and other governmental charges related to the sale and shipment of the Goods; provided, however, CANS ARE US shall be responsible for U.S. income taxes related to amounts received by CANS ARE US in connection with its sale of the Goods to Buyer. TERMINATION.  The Purchase Order and these Terms and Conditions may be terminated in any of the following ways: By mutual agreement of CANS ARE US and Buyer; By CANS ARE US, on thirty (30) days prior written notice, in the event that: Buyer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; CANS ARE US reasonably believes that Buyer's financial condition places it in a position of being unlikely to be able to meet its contractual obligations; Buyer defaults under any other material contract to which it is a party; or Buyer sells all or substantially all of its assets, a majority of its voting stock or merges with another entity. By Buyer, upon thirty (30) days prior written notice, in the event that: CANS ARE US breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; Buyer reasonably believes that CANS ARE US financial condition places it in a position of being unlikely to be able to meet its contractual obligations; CANS ARE US defaults under any other material contract to which it is a party; or CANS ARE US sells all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless CANS ARE US is the surviving corporation in any such merger. CURRENCY.  All payments shall be in U.S. currency. Payments not made within the time period required herein shall bear interest at the rate of one (1%) percent per month on the unpaid amount. In the event that CANS ARE US finds it necessary to take action to collect any unpaid amounts, Buyer shall be responsible for all costs and attorney fees incurred by CANS ARE US in connection therewith. LIMITATION OF DAMAGES.  CANS ARE US SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, INSPECTION, HANDLING OR USE OF THE GOODS OR FROM THE GOODS PROVIDED BY CANS ARE US OR FROM ANY OTHER CAUSE RELATING THERETO, AND CANS ARE US LIABILITY HEREUNDER, IN ANY CASE, IS EXPRESSLY LIMITED TO PROVIDING REPLACEMENT GOODS FOR THOSE GOODS NOT COMPLYING WITH THE TERMS HEREOF OR, AT CANS ARE US ELECTION, TO THE REPAYMENT OR CREDITING OF BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE PAID BY BUYER FOR THE NON-COMPLYING GOODS. IF BUYER BRINGS ANY ACTION AT LAW OR EQUITY IN CONNECTION WITH THE PURCHASE ORDER OR THESE TERMS AND CONDITIONS, NO CAUSE OF ACTION BY BUYER SHALL INCLUDE A CLAIM, NOR MAY RECOVERY BE HAD AGAINST CANS ARE US FOR ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONS (INCLUDING DEATH), FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS OR INCOME, OR OTHERWISE. CANS ARE US LIABILITY SHALL BE SPECIFICALLY LIMITED AS PROVIDED HEREIN. FORCE MAJEURE.  Except for payment obligations of Buyer hereunder, neither party shall be liable to the other for delays in performance or failure to perform its obligations caused by circumstances beyond its control, including but not limited to, acts of God, wars, riots, strikes, floods, labor disputes, accidents, and governmental restrictions. MISCELLANEOUS.  The following miscellaneous terms and Conditions shall apply: These Terms and Conditions may be executed in counterparts (including counterpart facsimiles) and each counterpart shall be deemed to be an original instrument, but all counterparts shall together constitute one agreement. In case any one or more of the provisions contained in these Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, that disability shall not affect any other provision herein and these Terms and Conditions shall be construed as if that provision had never been contained herein. Captions to paragraphs in these Terms and Conditions have been included solely for the sake of convenient reference, and are entirely without substantive effect. These Terms and Conditions shall be binding upon, and its benefits shall inure to, the parties hereto and their respective heirs, representatives, successors, and assigns. The Purchase Order and these Terms and Conditions shall be governed by and construed in accordance with the laws of the State of the Michigan with the courts sitting in either Oakland County, Michigan or the United States District Court for the Eastern District of Michigan having exclusive jurisdiction and venue. The Purchase Order and these Terms and Conditions embody the entire understanding between the parties with respect to the transaction contemplated herein. All prior or contemporaneous agreements, understandings, representations, warranties, and statements, oral or written, are merged into these Terms and Conditions. Neither these Terms and Conditions nor any of its provisions may be waived, modified, amended, discharged, or terminated except by an instrument in writing signed by the party against which that enforcement is sought and then only to the extent set forth in that instrument. ASSIGNMENT.  Buyer may not assign its rights under the Purchase Order or these Terms and Conditions without the prior written consent of CANS ARE US Any assignment made without CANS ARE US written consent shall be null and void.

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