General Terms and Conditions of Sale

1              Conditional Acceptance of Offer

Terms and Conditions of Sale provided by HEATMAX HEATERS (“Heatmax”) to the Customer (“Buyer”) govern the sale by Heatmax of its products (“Product”).

2              Orders

For all purchase orders, the order acknowledgement will act as the official document of acceptance for your order. In sending an order to Heatmax the Buyer is presumed to have accepted these General Terms and Conditions of Sale. These Terms combined with order acknowledgement embodies the agreement between the parties (the “Contract”) and no additional or different terms shall become part of such Contract unless they are agreed in writing with a Heatmax factory sales staff.

3              Payment

The entire balance of the price for the Product sold should be settled before the Product is shipped.

Credit is only available to approved Buyers with a good credit rating, at Heatmax’ sole discretion. Buyer may request and submit a credit application form for open account assessment. Where credit has been approved by Heatmax, Terms of Sale are strictly Net 30 days from date of invoice for all Products sold, unless otherwise agreed in writing.

On any amounts not paid when due, the Buyer shall pay all collection costs, including but not limited to interest at the rate of 1½ percent per month as well as reasonable attorney fees and court costs. Heatmax reserves the right, without prejudice to any other remedy available to (a) repossess itself of the Product at the Buyer’s sole cost and expense, or (b) suspend further shipments of Products to the Buyer.

Prices are in U. S. Dollars.

Heatmax’ quoted prices do not include taxes imposed on the sale of the goods. Any such applicable taxes shall be paid by the Buyer.

Heatmax accepts VISA, Master Card, Discover and American Express Credit Cards.

4              Governing Law

This Contract shall be governed by and construed in accordance with the laws of the United States and the State of Ohio.

5              Delivery

All prices for Products are F.O.B Heatmax’ plant freight collect unless otherwise specified. If the Buyer request delivery other than collect, Buyer shall pay, in addition to the price for the Product, a freight charge equal to the amount charged by the selected carrier. The risk of loss passes to Buyer when Products are made available to Buyer or to the carrier at the F.O.B point.

Prices include ordinary packaging only. Where a crate is required there is an additional charge. Factory Sales staff will advise on whether a crate may be required for quoted product.

6              Cancellations

The Buyer may not cancel or reschedule an order without Heatmax’ prior written approval which shall be at Heatmax’ sole discretion. At Heatmax’ option, order changes or cancellations may be accepted upon payment of reasonable cancelation charges that take into account material and labor expenses already incurred.

7              Order Changes

The Buyer shall have the right, by giving written notice to Heatmax to make changes in the quantity, drawings, or specification for the Products to be manufactured. Upon receipt, Heatmax shall requote the order including any changes in the price of, or the time required for the manufacture of the order. If work has already commenced on the original order, Buyer shall be responsible for all costs incurred up to the date of Heatmax’ requote of the order. No change will be accepted unless approved by Heatmax in writing.

8              Force Majeure

Heatmax assumes no responsibility for delivery delays due to force majeure, fire, flooding, freezing, malicious mischief, riot, theft, or other reasons outside the direct control of Heatmax including without limitation, delays in procuring supplies, labor troubles affecting Heatmax, its suppliers or sub-contractors.

9              Product Liability

The Buyer assumes all risk and responsibility related to the use of the Product and acknowledges that the PRODUCT IS NOT DESIGNED FOR USE IN SAFETY-CRITICAL APPLICATIONS OR OTHER APPLICATIONS WHERE A FAILURE OF THE PRODUCT COULD CAUSE PERSONAL INJURY OR DEATH. BUYER ACKNOWLEDGES THAT PRODUCTS SOLD BY HEATMAX ARE NOT SAFETY DEVICES AND SHOULD NOT BE RELIED UPON AS SAFETY DEVICES. IF BUYER INTENTS TO USE PRODUCTS TO ASSIST WITH SAFETY OR AS A PERSON OR PROPERTY DAMAGE PREVENTION TOOL, IT SHALL DO SO AT ITS OWN RISK AND BUYER ASSUMES ALL RESPONSIBILITY FOR ANY RESULTING DAMAGE, INJURY, OR EXPENSE.

Heatmax and the Buyer hereby agree that Heatmax’ liability for injury to persons or for damage or destruction of property shall be limited to only those losses proximately caused by the design or manufacture of the goods, and that the Buyer shall be solely responsible and liable for installation, use and application of the Product. The Buyer agrees to indemnify and hold Heatmax harmless from and against all costs damages or awards (including legal fees) arising out of the installation, use or application of any product or system in which the Product constitute a component part.

10           Limited Warranty

Heatmax Products are warranted to be free from defects in material and workmanship for one (1) year. Heatmax will, at its option, either (A) repair or replace the product, or (B) issue a credit for the purchase price of the product, components or a portion of the purchase price commensurate with the remaining warranty period.

The warranty does not cover:

A) any product failure arising from misuse, negligent or improper installation, operation, application, manipulation, storage, transport, or maintenance;

(B) damage or unsatisfactory performance of the product resulting from connection with other third-party products in a manner which has any influence on the function or performance of the Product;

(C) any product which has been repaired or altered by persons not expressly approved in writing by Heatmax;

(D) sheath corrosion or chemical destruction if such failure is the result of exceptional operating conditions beyond the control of the heater manufacturer (Customer is responsible for the suitability of the products to the application);

(E) or any other operating conditions beyond the control of Heatmax.

HEATMAX HEATERS IS NOT LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOST BUSINESS, REVENUES OR PROFITS, DAMAGES FOR EQUIPMENT DOWNTIME).

If any court having competent jurisdiction finally holds that this limitation of liability, or any warranties are void or unenforceable, Heatmax Heaters’ total liability for any claim shall be limited to the aggregate amount paid by Buyer for the Products giving rise to the claim. Repair, replacement or credit, at Heatmax’ sole discretion, constitute Buyers’ exclusive remedies and Heatmax Heaters’ sole obligation if Products are defective in material or workmanship at the time of delivery.

11           Returns

No Product shall be returned without proper paperwork issued by Heatmax. All returned material must be accompanied by an “RMA” (Returned Material Authorization). All unauthorized returns will be refused and returned to the Buyer at the Buyer’s expense. All returns must be shipped freight prepaid.

12           Corrosion Policy

Heatmax cannot warrant any electric immersion heater against failure by sheath corrosion if such failure is the result of operating conditions beyond the control of the heater manufacturer. The facts and recommendations appearing in Heatmax literature are based on our own research and the research of others and is believed to be accurate. We cannot anticipate all conditions under which this information and our products, or products of other manufacturers in combination with our products may be used. We accept NO responsibility for results obtained by the application of this information or the safety and suitability of our products, either alone or in combination with other products. It is the responsibility of the Buyer to make the ultimate choice of sheath material based on his/her knowledge of the chemical composition of the corrosive solution, character of the material entering the solution, and controls he/she maintains on the process.

13           Patent Indemnity

In the event that the Buyer provides Heatmax with any designs, drawings, instructions or other material given by the Buyer, that Heatmax’ use of such material in executing the Buyers order shall not cause Heatmax to infringe on or otherwise contribute to any infringements of patents, trade secrets, or other intellectual property rights of a third party. The Buyer agrees to indemnify Heatmax from and against all costs, damages or awards (including legal fees) resulting from any actual or claimed infringement of a third party’s rights.

14           Indemnity by the Buyer for Negligence or Willful Misconduct

Notwithstanding anything to the contrary contained herein, the Buyer shall indemnify, hold harmless and defend Heatmax, its successors and assigns and each of their respective directors, officers and employees from and against any and all losses, claims, damages or expenses alleged by any third party for any injury, death or property damage suffered by such third party to the extent resulting from the negligence or willful misconduct of the Buyer, its agents or employees.

15           Buyer’s Property

Where the Buyer has delivered to Heatmax, parts, equipment, wiring, fixtures or any other item for use by Heatmax in design or manufacturing, the Buyer’s property shall be considered personal property and title and the right to possession shall vest with Heatmax until all payments are made. Heatmax shall not be liable for loss or damage to Buyer’s property in its possession.

16           Tooling Jigs, and Permanent Molds

Applicable Buyer charges for tooling, jigs, wood patterns, permanent molds and all other types of tooling represent only a portion of the total cost of the related tools, therefore Heatmax retains ownership over said tooling. Heatmax will maintain all tooling used to produce the Buyer’s heaters at no cost to the Buyer, except when the cost or repairing or storing infrequently used tooling becomes prohibitive.

17           Patent Rights

To the extent that Heatmax develops a new process while designing a new product on behalf of the Buyer, the rights to the new process and/or product including patent rights shall remain with Heatmax.

18           Design Change

For standard products, Heatmax reserves the right to make improvements through engineering changes as well as changes to parts and material provided such changes do not materially affect the form, fit or function of the Product.

19           Compliance with Trade Laws

Buyer agrees and warrants that it is familiar and will comply with all applicable U.S. trade laws, regulations, and executive orders including, but not limited to the Export Administration Regulations, the International Traffic in Arms Regulations, the antiboycott regulations, economic sanctions and embargo regulations including compliance with the Denied Persons List, the Entity List, the Unverified List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, and the Specially Designated Nationals List maintained by the Department of Commerce, Bureau of Industry and Security, and the Department of the Treasury, Office of Foreign Assets Control .