PRICES : Quoted prices are for immediate acceptance, subject to prior sale or other disposition and subject to change without notice. Proposals and acceptances of orders are made with the mutual understanding that orders are not subject to cancellation. Quoted prices are also FOB truck per shipping point specified. Prices are exclusive of State, County or Federal taxes. Any taxes due are the sole the responsibility of the Buyer.

PAYMENT: Payment in full prior to shipment.

WARRANTY: There are no warranties express or implied, including warranties of merchantability and fitness for purpose made by seller in connection with this sale except as expressly set forth as follows; Seller will accept within thirty days from shipment any used machinery or equipment sold with a return privilege, freight prepaid, for refund of the purchase price if proven mechanically unsatisfactory, or to be repaired at the seller’s option. This return privilege does not apply where we act as broker, or to machines sold "as is", or subject to inspection, unless otherwise so stated. We are not responsible for electrical changeovers.

INDEMNIFICATION: Buyer agrees to indemnify and hold seller harmless from any and all liability, loss or damages which seller may suffer as a result of claims, demands, costs or judgments made against seller, arising out of any use whatsoever of the machinery and or equipment sold pursuant to this agreement which liability, loss or damages, claims, demands or judgments are based upon or result from:

(1) the failure of buyer, buyer's officers, agents or employees to follow manufacturer’s instructions, warnings or recommendations; or,

(2) failure of buyer, buyer’s officers, agents or employees to comply with federal, state or local laws or regulations applicable to the use of such machinery equipment, including, but not limited to 1970 occupational safety and health act, as amended; or,

(3) any liability, loss or damages, claims, demands, costs or judgments based upon or resulting from any negligence or alleged negligence of seller or any of seller's officers, agents, or employees in the sale of the equipment that is the subject of this agreement; or,

(4) liability, loss or damages, claims, demands, costs or judgments based upon or resulting from any legal theory of strict liability or liability without fault applied to buyer or to seller or the original manufacturer of the subject machinery or equipment to seller; or,

(5) liability, loss or damages, claims demands, costs or judgments based upon or resulting from any theory of breach of warranty of any kind.

It is understood there are no conditions or agreements pertaining to the equipment herein other than as set forth in this written proposal and all prior conversations, agreements, or representations are superseded. Seller reserves the right to correct typographical errors. Specifications are included merely as a guide and are not binding in detail.

Buyer, in purchasing machinery or equipment, agrees upon receipt of machinery subject to this agreement, to inspect all machinery on a continuing basis; provide proper safety devices and equipment or means necessary to safeguard the operator from harm or any particular use; operation or set-up of machines; to adequately safeguard the machine or equipment to met all government safety standards which may be imposed form time to time. Including but not limited to 1980 Occupational Safety and Health Act.

* * *   Balancing USA   * * *

November 1, 1999