1. Terms of Sale:  The purchase by a purchaser (“Buyer”) of any washers, dryers or other products (collectively, “products”) sold by Hercules Corp. (“Hercules”) (and, if applicable, the installation by Hercules of such products) shall be subject to and expressly limited by the terms and conditions contained herein.  No changes to, waiver of or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by an authorized representative of Hercules.  Hercules reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering or installing products herein offered after the date of such amendment.  Additional special terms and conditions of Hercules may be applicable with respect to certain products and installations. These terms and conditions are the commercial terms of purchase of products from, and installation by, Hercules and apply to all purchases installation of Products from Hercules by any buyer with notice of these terms, however gained.  No additional or different terms or attempted exclusions or modifications (by way of purchase order [“P.O.”], acceptance, confirmation, communication, course of performance or otherwise, all of which may hereafter be referred to jointly and severally as “Reply”) shall be effective against Hercules in the absence of the express written consent of Hercules by an authorized officer; any attempt by Buyer to add, exclude or modify terms shall be deemed to be material, is objected to and will be of no effect.  Neither the submission of this document nor anything herein contained shall be construed to be an acceptance or confirmation of any prior or subsequent Reply; this document shall be a rejection and counter-offer with respect to any such Reply.  Provisions herein that apply only to certain types of products only apply to the extent, if any, such provisions are applicable to Products sold to Buyer.  The contract between Hercules and Buyer, including these terms, may be referred to as the “Agreement.”  Throughout this instrument, the use of the term “include,” however conjugated, shall be without limitation; “person” shall include any individual, corporation, limited liability company, partnership or other entity.

2. Prices and Payment Terms:  All pricing quotes are valid for thirty (30) days from the date quoted.  Hercules reserves the right to change the prices and specifications of its products at any time, without notice.  Payment in full in good funds is due prior to delivery of products; delivery of products will not be scheduled prior to receipt of payment.  Buyer’s obligation to pay any invoices and all other amounts is absolute and unconditional and is not subject to any abatement, reduction, setoff, defense, counterclaim, interruption, deferment or recoupment for any reason whatsoever.  Balances remaining unpaid at due date are subject to an interest charge of the lesser of one and one half (1.5%) per cent per month or the maximum rate permitted by law until paid.  A fifty (50%) per cent deposit is required on all sale orders.  Buyer shall be liable for, and shall reimburse Hercules for, all costs and expenses it may incur in connection with collection of any amounts owed to Hercules or enforcement of its rights, including, without limitation, reasonable attorney’s fees and expenses, court costs, and costs of collection agencies.

3. Delivery:  Products shall be delivered to Buyer at Hercules’ place of business located at 550 West John Street, Hicksville, New York.  The cost of freight shall be borne by Buyer.

4. Taxes:  Prices on products and installations are exclusive of all City, State and Federal taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes.  Wherever applicable, any tax or taxes will be added to the invoices as a separate charge to be paid by the Buyer.

5. Installation:  If Hercules agrees to, or does, install any products, then Buyer, at its sole cost, expense and effort, shall be solely responsible to obtain in a timely manner all requisite permits and approvals, and shall provide Hercules with a satisfactory work area, including use at no charge of such utilities as Hercules may require.  Hercules shall not be responsible for the adequacy of, or to install, provide or repair, any electrical, plumbing, drainage or exhaust installations, equipment, or connections.  Hercules shall not be responsible for, and makes no representations concerning, and Buyer shall ascertain and be responsible for, compliance with any and all laws, ordinances, codes, regulations, rules and requirements of all governmental authorities having jurisdiction, and any and all insurance requirements.

6. Claims:  Claims for damage, shortage or errors in shipping must be reported at the time of delivery. Any claims other than claims for damage, shortage or errors in shipping, including for installation services, that the Buyer may have must be made within thirty (30) days after the order date.  However, any use, installation or attempted installation of the products constitutes unconditional acceptance of the products.

7. No Express Or Implied Warranties:  Buyer hereby acknowledges that Hercules has not made any promises, affirmations of fact, or guarantees relating to the products, including installation, except as expressly set forth herein.  HERCULES WARRANTS FOR A PERIOD OF THIRTY (30) DAYS AFTER INSTALLATION THAT ITS INSTALLATION SERVICES SHALL BE FREE FROM MATERIAL DEFECT IN WORKMANSHIP; HERCULES LIABILITY FOR SUCH WARRANTY SHALL BE LIMITED TO HERCULES’ REPAIR OF THE DEFECTIVE WORKMANSHIP PROVIDED THAT HERCULES IS NOTIFIED OF SUCH DEFECT WITHIN SUCH THIRTY (30) DAYS AND BUYER COOPERATES WITH HERCULES; NO CLAIM UNDER THIS WARRANTY SHALL EXTEND THE TERM THEREOF; THIS WARRANTY IS NOT TRANSFERRABLE. EXCEPT FOR THE FOREGOING, HERCULES MAKES NO EXPRESS OR IMPLIED WARRANTIES.  HERCULES HEREBY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND BUYER HEREBY ACKNOWLEDGES THAT THE PRODUCTS ARE SOLD “AS IS”.  Buyer understands and acknowledges that the products carry only the manufacturer’s warranty, if any, for which Hercules has and shall have no responsibility.

8. Limitation On Remedies:  Hercules shall not be liable for general, special, incidental, consequential, compensatory, punitive, foreseeable, or unforeseeable  losses, damages or expenses, directly or indirectly arising from the sale (or installation), handling or use of the products, or from any other cause with respect to the products or sale agreement, whether such claim is based upon breach of contract, breach of warranty, strict liability, tort, negligence, or any other legal theory.  Hercules’s liability hereunder in any case is expressly limited to the amount paid by Buyer to Hercules.

9. Governing Law And Jurisdiction:  The provisions of the Uniform Commercial Code of the State of New York shall govern this Agreement.  This Agreement shall be construed and enforced in accordance with the internal laws of the State of New York without regard to the principle of the conflict of laws.  Any dispute arising in connection with this Agreement shall be adjudicated in a court of competent jurisdiction of the State of New York of the United States with venue in the County of Nassau.  The parties hereto consent to the impersonam jurisdiction of such courts.  The parties hereby waive trial by jury in any action or proceeding arising under this Agreement.

10. Force Majeure:  Hercules shall not be liable for any failure or delay in manufacture, delivery or installation resulting from any cause beyond the reasonable control of Hercules, including by way of illustration and not by way of limitation, compliance by Hercules with any government or military regulation, or from acts of God, fires, or other casualty or accident, strikes, lockouts factory shutdowns, alterations, embargoes, riots or other disorders, delays or shortages in transportation or inability to obtain sufficient quantities of fuel, power, labor, manufacture of materials or other supplies from the usual sources of Hercules.

11. Non-Waiver:  Hercules’s failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Hercules’s rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein or in the future.  No waiver of any term or condition hereunder shall be valid unless in writing and signed by Hercules.

12. Entire Agreement:  This Agreement constitutes the entire final, complete and exclusive understanding and agreement between the Buyer and Hercules regarding the subject matter and supersedes all prior representations, proposals or understandings.  This Sale Agreement may not be amended, modified or supplemented except in writing as agreed to and signed by the parties.

13. Notices:  All notices required to be given shall be in writing and delivered to the address set forth in this Sale Agreement.  Any such notice shall be delivered by hand or by certified, first class mail, postage pre-paid, return receipt requested, and shall be deemed given upon the date hand delivered or three days after mailing.

14. Severability:  The invalidity of any of the provisions of this Agreement shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.

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