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GENERAL TERMS AND CONDITIONS MIDPOINT BEARING

These General Terms and Conditions apply to all quotations and offers made by Midpoint Bearing (defined herein), all acceptances, acknowledgements and confirmations by Midpoint Bearing of any orders by Buyer (defined herein) and any agreements regarding the sale of Midpoint Bearing’s goods and services (“Sales Order(s)”). “Buyer” shall mean the purchaser of the products (“Products”) sold by Midpoint Bearing and “Midpoint Bearing” means Midpoint, Inc., dba Midpoint Bearing. Buyer and Midpoint Bearing may at times hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

Acceptance
All sales are subject to and expressly conditioned upon the general terms and conditions contained herein, and upon Buyer’s assent hereto (which assent shall be evidenced by Buyer’s execution and submission of the applicable sales order documents or acceptance of any Products). Any terms and conditions set forth on any document or documents issued by Buyer either before or after issuance of any document by Midpoint Bearing that supplements, modifies, amends or otherwise refers to these general terms and conditions are hereby explicitly rejected and disregarded by Midpoint Bearing, and any such terms shall be wholly inapplicable to any sale made by Midpoint Bearing to Buyer and shall not be binding in any way on Midpoint Bearing.

Payment Terms
For approved customers with established credit terms with Midpoint Bearing, payment of amounts due is net thirty (30) days from date of shipment as reflected on the invoice. If credit is not approved or established, payment will be due in full upon completion and acceptance by Midpoint Bearing of Buyer’s order. Midpoint Bearing accepts Visa, MasterCard or American Express. All payments must be made in U.S. dollars. Midpoint Bearing shall have the right to set-off and deduction for any sums now or hereafter owed to Midpoint Bearing.

Taxes
Any sales, use or excise taxes or other charges or levies which Midpoint Bearing is required to pay or collect under any applicable law, ordinance, rule or regulation (domestic or foreign), upon or with respect to the sale, delivery, storage or use of the Products purchased by Buyer, shall be for the account of Buyer and Buyer agrees to pay the amount thereof to Midpoint Bearing, as invoiced or upon request, unless Buyer provides Midpoint Bearing with a valid sales tax exemption.

Shipping Policy
Unless approved in writing by Midpoint Bearing, all scheduling for shipping and all applicable shipping charges are the responsibility of Buyer. In the event a freight truck is needed, Midpoint will work with Buyer to schedule the truck and the corresponding charges will be charged to Buyer. All freight charges or any extra charges incurred for additional services, such as customer's carrier or special handling at the destination, are the exclusive responsibility of Buyer. Title and risk of loss pass to Buyer F.O.B. place of shipment. If any Product is damaged in transit, Buyer must file a claim exclusively with the carrier.

Notice of Shortages or Defects
Any claim for alleged shortages or defects to Products (other than damages caused in transit, which must be directed to the carrier) received by Buyer must be reported by Buyer to Midpoint Bearing within five (5) days of receipt of the Products. After the five (5) day period, Buyer shall be deemed to have irrevocably accepted the Product, if not already accepted. After acceptance, Buyer shall have no right to reject any Product for any reason or to revoke acceptance.

Cancellation, Return and Refund Policy
Buyer may not cancel any Sales Order(s) for Product(s) or return any Product without first having obtained the prior written approval of Midpoint Bearing. The approval for the cancellation or return of any Product will be at the sole discretion of Midpoint Bearing. Restocking or repackaging charges may apply to any cancellation or return. For any Products classified as “Special Order”, “Made to Order”, “Non-Cancelable” or that are modified, fabricated, or adjusted in accordance to Buyer’s request, cannot be returned. No Products that have been used, processed or altered may be returned. Upon on approval of return, Midpoint Bearing will issue a Return Material Authorization (RMA) number that must accompany the return shipment. Midpoint Bearing will make reasonable efforts to finalize the return and refund within 5 days of receipt of the Product(s). Prior to any refund, Midpoint Bearing will inspect and determine final condition of the Product which may result in the denial of the return of the Product. The amount of the refund may be dependent on restocking charges, repackaging charges, or freight allowances. In all cases, Midpoint Bearing retains the right to reject, refuse, or exclude the return and refund of any Product.

Disclaimer of Express and Implied Warranties; Limitation of Liability
Products are sold only with the original manufacturer’s warranty, if any, for the Product. MIDPOINT BEARING MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS PURCHASED UNDER A SALES ORDER AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING WHICH COULD BE DEEMED TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCE SHALL MIDPOINT BEARING BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCTS IDENTIFIED IN THIS SALES ORDER. Buyer is responsible for installation and use of the Product(s) in accordance with manufacturer's instructions and specifications. No agent, employee, or representative of Midpoint Bearing is authorized to alter or extend this Warranty Policy.

IN NO EVENT SHALL MIDPOINT BEARING BE LIABLE FOR ANY COMMERCIAL LOSS OF ANY SORT; LOSS OF USE, TIME, REPUTATION, OPPORTUNITY, GOODWILL, PROFITS OR SAVINGS; INCONVENIENCE; INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR DAMAGES ARISING FROM THE USE, MISUSE OR INABILITY TO USE THE PRODUCTS PURCHASED FROM MIDPOINT BEARING. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON AN IMPLIED WARRANTY, OR THE DISCLAIMER OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO BUYER, BUT ARE MADE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Prompt Disposition
Midpoint Bearing will endeavor to provide, subject to these terms and conditions, prompt correction or other adjustment with respect to any Product, which proves to be defective within the applicable warranty period. Before returning any Product, immediately contact the Midpoint Bearing branch from which the Product was purchased, giving date and number of original invoice, and describing the defect.

Product Suitability
Buyer acknowledges that Buyer has reviewed the Product(s), including its applicable specifications, characteristics and application and Buyer has not relied on any representations of any kind from Midpoint Bearing (whether written or oral) regarding the nature or quality of any Product and Buyer has sufficiently satisfied itself of the quality, suitability and proper use and installation of the Product(s).

Modification of Terms
No addition or modification of these general terms and conditions shall be binding upon Midpoint Bearing unless agreed to by Midpoint Bearing in writing. If a purchase order or other correspondence contains terms or conditions contrary to these general terms and conditions, Midpoint Bearing’s acceptance of any Buyer purchase order shall not be construed as assent to any additional terms and conditions, nor shall it constitute a waiver by Midpoint Bearing of any of these general terms and conditions.

Materials of Trade
Buyer certifies that it is purchasing the material(s) as "material of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations.; Buyer intends to use the material(s) in direct support of Buyer’s principal business (which is not transportation); and Buyer does not intend to resell the material, or transport them in a vehicle other than Buyer’s own vehicle(s).

No Oral Agreement
These General Terms and Conditions contain all of the terms of the understanding between Buyer and Midpoint Bearing concerning the purchase of Products under a Sales Order and supersedes any and all prior negotiations, understandings, and agreements between Buyer and Midpoint Bearing, whether written or oral.

Indemnification
Buyer shall defend, indemnify, and hold harmless Midpoint Bearing and Midpoint Bearing’s associates, affiliates, predecessors, successors, heirs, assigns, agents, employees, officers, directors, representatives, attorneys, and all persons acting by, though, under or in concert with them from and against any and all claims, liabilities, losses, causes of action, lawsuits, legal proceedings, damages, attorney’s fees, or losses arising from, related to, or concerning Buyer’s use, misuse or operation of the Products purchased, including all claims of any kind of or by any third parties.

Attorneys’ Fees
If any legal action or proceeding is commenced for the enforcement or interpretation of these general terms and conditions or any Sales Order, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of these general terms and conditions or a Sales Order, the successful or prevailing party in such action or proceeding shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

Governing Law; Venue; Severability
These general terms and conditions are made and shall be enforced and interpreted under the laws of the State of California, without regard to conflict of law principles. The exclusive venue for all disputes related to these general terms and conditions shall be such federal or state court with jurisdiction located in Riverside County, California. If any portion of these general terms and conditions is deemed invalid or unenforceable, it shall be severed, and the remainder of these general terms and conditions shall survive and remain in full force and effect.

Relationship of the Parties
Nothing contained in these general terms and conditions shall be deemed or construed as creating a partnership, agency, independent contractor or joint venture between the Parties.

Assignment
These general terms and conditions are personal to each of the Parties, and Buyer may not assign its rights or obligations hereunder without first obtaining the written consent of Midpoint Bearing.

Binding
These general terms and conditions shall be binding upon and, subject to the assignment restrictions herein, inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and assigns.