1. APPLICABILITY. The sale of any and all MMH goods and/or services shall be conditioned upon, and subject to the following terms and conditions which shall form an integral part of any agreement therefor. Buyer’s acceptance of any offer made by MMH for the sale of its goods and/or services is expressly made subject to the terms and conditions stated herein. None of the terms and conditions contained herein may be added to, modified, superseded or otherwise altered except as revised in writing by MMH and all orders received by MMH shall be governed only by the terms and conditions contained herein, notwithstanding any terms and conditions which may be found in any purchase order, release order, or any other form issued by the Buyer. MMH hereby objects to said terms and conditions and notifies Buyer that they are rejected.

2. PRICE. The prices identified in the attached quotation shall remain firm for a period of thirty (30) days from the date of the quotation; provided, however, that MMH reserves the right, at any time prior to the acceptance of the quotation to adjust said price following written notice to the Buyer regarding any such adjustment. Quotations provided are priced based on Buyer’s purchase of the entire scope of goods and/or services identified therein. If less than the entire scope of goods and/or services identified in the quotation is ordered by Buyer, prices may vary. Unless otherwise stated in the quotation, installation, supervision and/or start-up services are not included in the price of goods and/or services to be provided by the MMH. MMH shall bill Buyer to the extent of services provided, or for the quantity of goods shipped should MMH be unable for any reason to provide and/or ship the entire scope of goods and/or services quoted. Prices quoted by MMH are exclusive of all taxes (except taxes levied on MMH’s income) including federal, state and local use, sales, property or similar taxes, and Buyer shall pay all such taxes in full or shall reimburse MMH for any such taxes paid by MMH.

3. SCOPE OF GOODS AND SERVICES. The goods and/or services provided by MMH pursuant to the quotation shall, at the express request of Buyer, be limited exclusively to those good and/or services expressly identified therein. As a result, MMH does not assume responsibility and/or liability for the failure to provide any other goods and/or services. Modifications, additions or deletions to or from the scope referenced in the quotation shall only be effective if evidenced in a writing signed by MMH. The sale of any and all goods and/or services affected by such modification, addition or deletion shall be subject to these same Terms and Conditions of Sale whether or not referenced therein.

4. PAYMENT TERMS. All MMH invoices shall be paid by Buyer pursuant to the payment terms identified in the quotation. To the extent that the quotation does not identify payment terms Buyer shall pay MMH within fifteen (15) days of the date of invoice. A late charge equivalent to the lesser of 1-1/2% per month (18% per annum) or the maximum rate allowed by law will be assessed on all unpaid invoices or invoices not paid in accordance herewith. Buyer shall reimburse MMH any and all expenses, regardless of their nature or type (including attorneys fees), related in any way to MMH’s collection of invoices not paid in accordance herewith or otherwise incurred by MMH in the enforcement of any of the terms and conditions hereof.

5. CREDIT APPROVAL. All orders are subject to Buyer credit approval by MMH. MMH reserves the right to refuse shipment of any and all goods and/or services identified in any quotation, to modify the Payment Terms identified therein or in paragraph 4 hereof or to cancel without penalty or charge any contract formed and concerning the goods and/or services identified in its quotation if, in its sole discretion and for any reason whatsoever, MMH requests and is unable to secure acceptable payment assurances from Buyer for the goods and/or services identified in the quotation.

6. DELIVERY TERMS AND DELAYS. Unless otherwise identified in the quotation, all shipments are F.O.B. MMH’s plant or warehouse and title to and all risk of loss with respect to any goods shipped shall pass to Buyer when such goods are delivered to the carrier at such plant or warehouse. a. Delivery. All dates of shipment and delivery identified by MMH are approximate. MMH shall not be liable for delay in or failure to make shipment by any identified date for any reason whatsoever including, but not limited to, causes beyond its reasonable control such as strikes, fires, floods, epidemics, quarantine restrictions, severe weather, freight embargoes, allocation orders issued by or to the account of the government, acts of God, or public enemy, war, riot, delays in transportation or the inability to obtain necessary labor, materials or manufacturing facilities. b. Freight Charges. Any reference to freight charges contained in the quotation is an estimate. MMH is not responsible for any differences that may occur between freight estimates contained in the quotation and actual freight charges applicable at the time of shipment. c. Packaging. Unless otherwise identified in the quotation, the quoted price does not include the cost for export or special packaging of the goods. Buyer shall assume those extra costs associated with such packaging. d. Cost of Goods. Unless otherwise stated in the quotation, Buyer shall pay all cost increases MMH is assessed for materials incorporated into goods and/or services, including but not limited to steel, copper, and fuel surcharges, to the extent such increases exceed those estimated costs used by MMH to develop the quotation by ten-percent (10%) and which occurs subsequent to the issuance of the quotation, but prior to the delivery of the goods and/or services. e. Site Condition. Buyer warrants that the installation site shall be ready and adequate for MMH’s delivery of the goods and/or services (including adequate power to the crane, free and clear access, aligned runway beams, etc.) and all obstructions shall be removed prior to delivery. Buyer shall assume all extra costs associated with MMH’s inability to install any goods due to Buyer’s failure to comply with this provision. MMH in no way warrants the sufficiency of the site for the goods and/or services referenced in the quotation.

7. SECURITY INTEREST. Buyer hereby grants MMH a security interest in the goods to secure the unpaid balance of the price and all other obligations of Buyer to MMH however arising. Buyer authorizes MMH to file all necessary financing statements and other similar documents required to perfect the security interest granted herein and irrevocably grants MMH a power of attorney to execute any documents on behalf of Buyer relating thereto.

8. WARRANTIES. The sale of any and all MMH goods and/or services are conditioned upon, and subject to the MMH Standard Warranty revision in effect on the date of sale a copy of which is attached to this quotation and incorporated by reference as if fully rewritten herein or otherwise available upon request of Buyer. Any verbal and/or written purchase order, release order, other form issued by the Buyer to confirm any order issued pursuant to this quotation or receipt of any of the goods and/or services identified in the quotation shall serve as conclusive proof that Buyer has reviewed and agrees to be bound by the terms of the MMH Standard Warranty. THE MMH STANDARD WARRANTY REPRESENTS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY MMH TO BUYER WITH RESPECT TO THE GOODS AND/OR SERVICES PROVIDED UNDER THE QUOTATION AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF DAMAGES. MMH SHALL HAVE NO LIABILITY TO BUYER OR ANY THIRD PARTY WITH RESPECT TO THE SALE OF PRODUCTS OR PROVISION OF SERVICES UNDER THE QUOTATION FOR LOST PROFITS OR FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF MMH WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL MMH BE LIABLE TO BUYER FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE TOTAL PRICE PAID BY BUYER FOR GOODS AND/OR SERVICES REFERENCED IN THE QUOTATION.

10. CONFIDENTIALITY. Without limitation, Buyer shall not at any time disclose to any other person or entity any information provided to Buyer by, and relating to the business of MMH including without limitation, plans and specifications and any other inventions, devices, formulas, processes, programs, software, listings, print-outs, documentation, notes, charts, manuals, programming aids, source codes, object codes, compilations, technology, know-how, price lists, costs, policies, techniques, trade practices, accounting methods, methods of operation or other data that MMH considers confidential, and trade secrets of every kind relating to MMH’s business, whether or not patentable or copyrightable. Such information shall remain the exclusive property of MMH and shall be returned to MMH upon request at any time.

11. INDEMNIFICATION. MMH SHALL NOT BE LIABLE FOR AND BUYER SHALL RELEASE, INDEMNIFY AND HOLD MMH, OR ANY ENTITY AFFILIATED IN ANY WAY THEREWITH, HARMLESS FROM ANY CLAIMS, DEMANDS, DAMAGES REGARDLESS OF THEIR TYPE INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL, ACCOUNTS, GRIEVANCES, LOSSES AND EXPENSES, WHETHER KNOWN OR UNKNOWN, PRESENT OR FUTURE, ANY AND ALL LIABILITY, OF AND FROM ANY AND ALL MANNER OF ACTIONS, CAUSE[S] OF ACTION, ALL SUITS IN LAW, IN EQUITY, OR UNDER STATUTE, STATE OR FEDERAL, OF WHATEVER KIND OR NATURE, THIRD PARTY ACTIONS, INCLUDING SUITS FOR CONTRIBUTION AND/OR INDEMNITY ON ACCOUNT OF OR IN ANY WAY ARISING OUT OF ACTS OR OMISSIONS OF THE BUYER, ITS AGENTS OR EMPLOYEES AND RELATING IN ANY WAY TO THE GOODS AND/OR SERVICES PROVIDED UNDER THE QUOTATION OR THE EQUIPMENT RELATED THERETO, INCLUDING, BUT NOT LIMITED TO BUYER’S USE, INSTALLATION, INCORPORATION OR SELECTION THEREOF OR ANY OTHER CAUSE IDENTIFIED HEREIN OR THAT MAY BE REASONABLY INFERRED HEREFROM EXCEPT TO THE EXTENT CAUSED BY THE SOLE NEGLIGENCE OF MMH.

12. MANUALS. A MMH Manual is shipped with each crane and/or hoist unit (applicable exclusively to those units wherein such a manual is produced) identified in the quotation and purchased by Buyer. MMH reserves the right to assess a charge, per manual, for each additional manual requested by Buyer. The Manual is a confidential, proprietary and copyrighted document and may not be copied, published or reproduced in any manner or form without prior written agreement of MMH. Such agreement is at the sole discretion of MMH and MMH may revoke same at its discretion at any time.

13. APPROVAL DRAWINGS. Approval Drawings, if and when provided to customer by MMH and signed by a representative of Customer with apparent authority to do so, shall constitute exclusive proof regarding Buyer’s verification and acceptance of the dimensions and other information relating to the goods contained therein and MMH shall be entitled to rely on such Approval Drawings to develop its quotation and provide the goods and/or services referenced therein. Buyer hereby assumes any and all responsibility for any inaccurate or incomplete information contained therein.

14. SURVIVAL. Each of the paragraphs hereof intended for the benefit of MMH shall survive expiration or termination of the services or delivery of the goods outlined in the quotation.

15. ENTIRE AGREEMENT. These Standard Terms and Conditions of Sale, the quotation together with the MMH Standard Warranty in effect on the date of sale represent the entire agreement between MMH and Buyer. THESE TERMS AND CONDITIONS AND THE PRICES SET OUT IN THE QUOTATION SPECIFICALLY RECOGNIZE THE ALLOCATION OF THE RISKS OF PERFORMANCE OF THE PARTIES AS WELL AS THE LIMITATION OF LIABILITY AND DAMAGES AND THE RECOVERY OF COLLECTION COSTS, AND THE PARTIES EXPRESSLY AGREE THAT THESE LIMITATIONS ON REMEDIES, RESPONSIBILITY FOR COLLECTION COSTS, AND OBLIGATIONS TO INDEMNIFY ARE ESSENTIAL PARTS OF THE AGREEMENT BETWEEN THEM AND ARE SPECIFICALLY BARGAINED FOR. Any purchase order or other document issued by Buyer shall be deemed to (I) be solely for the record keeping convenience of the Buyer and (ii) confirm these terms and condition and not add to, delete from, or otherwise change or modify these terms and conditions or those contained in the quotation.

16. SEVERABILITY. The partial or complete invalidity of any one or more provisions hereof shall not affect the validity or continuing force and effect of any other provision. If any portion of this Agreement shall be determined to be invalid or unenforceable, that portion shall automatically be modified to the extent necessary to make it valid. Notwithstanding the foregoing, such original determination of invalidity or unenforceability shall not affect any other portion of this Agreement and such other portions shall remain in full force and effect.

17. GOVERNING LAW; JURISDICTION. Any controversy arising out of or related to these Terms and Conditions of Sale, the quotation, the provision or goods and/or services thereunder, or any contract between MMH and the Buyer shall be construed and governed by the laws of the State of Ohio, including Article 2 of the Uniform Commercial Code as codified in Ohio Revised Code Chapter 1302, notwithstanding conflicts of law principles. Any action arising from or related to these Terms and Conditions of Sale, the quotation, the provision or goods and/or services thereunder, or any contract between MMH and the Buyer shall be instituted and litigated in any state court located in Clark County, Ohio, or in any federal court with jurisdiction over Clark County, Ohio. MMH and the Buyer hereby irrevocably consent to the jurisdiction of the courts of Clark County, Ohio.

18. NUCLEAR LIABILITY. In the event that the work, goods and or services provided by MMH and/or otherwise identified herein or in the quotation are provided, used, or otherwise employed in, on or around a facility generating and/or otherwise employing in any manner nuclear, radioactive or ionizing radiation whether as a fuel, product or any other substance, the Terms and Conditions of the MMH Nuclear Liability Addendum (Revision 101506) a copy of which is attached hereto or otherwise available upon request of Buyer and shall be incorporated as if fully rewritten herein.