Any quotation, contract or acceptance of any order issued by Makino Inc. in relation to the sale or supply of goods or services of any description shall be subject to the following terms and conditions.

PRICES

1. All prices for repair parts are F.O.B.  Makino Inc.'s factory.
2. All prices are subject to change without notice and may be withdrawn at any time prior to Makino Inc.'s acceptance of Buyer's order by Makino Inc.'s Home Office.  In any event, prices become invalid sixty (60) days after date of quotation.
3. Prices do not include excise, sales, use, and transportation taxes of any taxing authority.  If not included in the invoice for the goods, such taxes may be invoiced at a later date.

CANCELLATION CHARGES

1. Buyer may terminate this contract only with the written consent of Makino Inc. authorized factory personnel from the Parts Department.
2. Returned parts will be subjected to a restocking charge or service.

DELIVERY

1. Delivery times stated in the quotation are given as estimates only and are subject to prior sale and to confirmation by the Home Office at the time of placing the order.
2. Delivery may be subject to unavoidable delays, and Makino Inc. shall be free of any and all liability and penalty for delayed shipment because of any cause not within Makino Inc.'s control, including but not limited to: strikes, fire, accident explosion, or acts of God, or because of any priority system established by the United States Government, any of its agents, or any other authority having jurisdiction.  (Any applicable priority rating must be clearly indicated on each order).  Makino Inc. shall under no circumstances be liable for any direct or indirect or special, incidental or consequential losses, costs or penalties incurred or suffered by Buyer as a result of Makino Inc.'s inability or failure for any reason to meet specified delivery dates.
3. Estimated delivery times are based on the assumption that all required technical data, including approval drawings, special documentation, or special components, if applicable are received from Buyer in accordance with the schedule specified by Makino Inc.

RENEGOTIATION

Makino Inc. shall only agree to renegotiation if, when to the extent, and in the manner required by Federal law.

TERMS OF PAYMENT

Unless otherwise specified, are NET thirty (30) days from date of invoice, subject to approval by Makino Inc.'s Credit Department, and payable in U.S.  funds.

EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

1. Service Parts
   Makino Inc. warrants that goods manufactured by it will be free from defects in workmanship and material to the original purchaser only. Goods manufactured by others than Makino Inc. are sold exclusively under such warranty as the manufacturer may give to Makino Inc. and to the extent enforceable by Makino Inc..  Makino Inc. warrants its goods will be designed and manufactured to perform the mechanical functions expressly stated in the specifications; provided the equipment is maintained and operated under proper conditions by competent, adequately trained personnel.  If any part be found within 90 days from date of shipment to have been defective when shipped, and provided immediate notification in writing is given to Makino Inc., Makino Inc. will replace or repair such part.
   Contact Makino Inc. for warranty terms and conditions.
   NOTE:
   THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES FROM MAKINO INC. OR THE MANU FACTURER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PRODUCTS OR PARTS SOLD HEREUNDER AND NO OTHER WARRANTY IS GIVEN WHICH EXTENDS BEYOND THE DESCRIPTION ON THE FACE HEREOF.
2. Further, because of conditions over which Makino Inc. has no control attending Buyer's use of the goods sold the parties agree that the Buyer's sole and exclusive remedy against Makino Inc. for any breach of warranty or other term or condition shall be for the replacement or repair of the defective goods, in Makino Inc.'s sole discretion.  Buyer shall assume responsibility and expense for removal, reinstallation and freight in connection with the foregoing remedies. Makino Inc. shall have the right to dispose of any products or parts replaced by it.  Buyer agrees that no other remedy (including, but not limited to, incidental or consequential damages for lost profits, lost sales, lost production, down time, over-head, labor, injury or damage to person or property, spoilage or any other incidental or consequential loss), shall be available to Buyer.

CLAIMS

All claims by Buyer against Makino Inc. that goods shipped hereunder do not conform to specifications, and all other claims made hereunder by Buyer, must be in writing and received by Makino Inc. within the warranty period, and within 10 days of the date of Buyer's detection of defect.  Failure to give such notice within such time period shall constitute a waiver by Buyer of all claims with respect to such goods. Also, no goods are to be returned to Makino Inc. without a Makino Inc. Return Material Authorization.   Goods shipped to Makino Inc. without such approval may be returned to Buyer at Buyer's expense.

TITLE

Delivery of goods to a carrier by Makino Inc., consigned to Buyer or as Buyer may direct, shall constitute transfer of title, ownership, possession and property in,and to the goods at such point of delivery and such carrier shall thereafter be deemed to be acting for Buyer and the goods shall thereafter be at Buyer's risk.

ENGINEERING CHANGES

The specifications referenced herein were in effect at the time the proposal and / or catalog were approved for printing and represent only a general guide to the goods and services described therein.  Makino Inc. reserves the right to discontinue or to make changes on any model at any time and to change specifications or designs without notice, and without incurring any obligation to Buyer.

PRECEDENCE

Makino Inc.'s acceptance of an order is expressly made conditional on assent to the foregoing terms and conditions.  Goods shipped prior to such assent are shipped as an accommodation only.  If Buyer does not accept the goods on these terms, they are to be returned at once, unopened and unused, subject to prompt payment of appropriate cancellation/ restocking charges.  Otherwise, receipt of such goods will bedeemed assent to the foregoing terms and conditions.  Makino Inc. rejects any terms and conditions in Buyer's order, or any other form of Buyer which, in any way, conflict with, reduce, or affect the foregoing terms and conditions.  In the event of conflict between the foregoing and any other written or oral conditions will control.  The interpretation, validity, and performance of this agreement shall be governed by the Laws of the State of Ohio.
It is understood that if no sales or use taxes are collected on these purchases, the reason therefore is that it is believed by Makino Inc. and the purchaser that no such taxes are applicable thereto.  In the event that either Makino Inc. or the purchaser is hereafter required to collect or make payment of any such taxes on these purchases, the purchaser will make payment of any such taxes, together with any interest and penalties thereon to the appropriate tax authorities and in the event Makino Inc. for any reason makes payment thereof, the purchaser will forthwith reimburse Makino Inc. for the entire amount so paid.