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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THEY MATERIALLY AFFECT
THE PARTIES' OBLIGATIONS. SELLER WILL ACCEPT ORDERS AND DO BUSINESS ONLY ON THE
TERMS AND CONDITIONS ON THIS FORM.
I. ACCEPTANCE AND AGREEMENT: The provisions on the face of the Southern Pride Distributing,
LLC (the "Seller") acknowledgment and these Terms and Conditions of Sale constitute the entire
agreement between Seller and the customer (the "Customer") with respect to the purchase and
sale of the products covered hereby (the "Products"), and supersede Customer's purchase order
and all other communication between the parties, whether written or oral. No purported modifica-
tion or waiver of the provisions hereof shall be binding on Seller for any reason of purpose unless
contained in writing signed by an authorized representative of Seller.
II. LIMITED WARRANTY: Southern Pride Distributing, LLC. warrants to the original purchaser that
any original part found to be defective in material or workmanship will, at Southern Pride Distrib-
uting's option, subject to provisions hereinafter stated, be replaced with a new or rebuilt part. The
labor warranty, provided only in the U.S.A., remains in effect one (1) year from installation or fifteen
(15) months from the shipping date, whichever occurs first. Southern Pride Distributing will bear
normal labor charges performed by an authorized Southern Pride Distributing service agent during
standard business hours, and excluding overtime, holiday rates or any additional fees. The parts
warranty remains in effect for one (1) year from installation or fifteen (15) months from the shipping
date, whichever occurs first. All warranty parts ship via standard ground delivery service.
THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PUR-
POSE. IN NO EVENT SHALL SOUTHERN PRIDE DISTRIBUTING BE LIABLE FOR LOSS OF USE, LOSS OF
REVENUE OR PROFIT, OR LOSS OF PRODUCT, OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES.
III. LIMITATION OF LIABILITY: SELLER WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROF-
ITS OR LABOR COSTS, ARISING FROM THE SALE, USE OR INSTALLATION OF THE PRODUCTS, FROM THE
PRODUCTS BEING INCORPORATED INTO OR BECOMING A COMPONENT OF ANOTHER PRODUCT OR FROM
ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON WARRANTY (EXPRESSED OR IMPLIED) OR OTH-
ERWISE BASED ON CONTRACT, ON TORT OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF ANY
ADVICE OR REPRESENTATIONS NOT IN WRITING THAT MAY HAVE BEEN RENDERED BY SELLER CONCERN-
ING THE SALE, USE OR INSTALLATION OF THE PRODUCTS.
IV. DELAYS BEYOND THE CONTROL OF THE SELLER: Seller shall have no liability as a result of any
delay or failure to manufacture, ship or deliver any Products to Customer if such delay or failure is
directly or indirectly caused by fire, flood, strike, or other labor dispute, accident, inadequate trans-
portation, shortage of labor, material or supplies, or due to regulations, priorities or orders of any
governmental authority or due to any other cause, whether or not similar to the foregoing, beyond
the reasonable control of Seller.
V. CANCELLATION/CHANGE ORDERS: Seller must receive written notification of all cancellations
and changes on in-house orders within 48 hours from date of order acknowledgment. Customer will
be responsible for outgoing and return freight charges on orders shipped prior to the receipt by
Seller of a written notice of cancellation or order change. Cancellation of Customer's order will be
subject to Customer's payment of Seller's 20% cancellation charges, which shall include all reason-
able costs incurred by Seller in preparing to meet Customer's anticipated delivery schedule, includ-
ing without limitation commitments made by Seller to its suppliers, and the cost of inventory (raw
materials, work-in-process and finished goods) allocated to Customer's order. Change orders will
be billed in fifteen minute increments at a rate of $75.00 per hour for both administrative and any
applicable production labor required to accommodate the change order, plus any applicable compo-
nent part cost, any change to order will incur a minimum $50.00 processing fee.
VI. SHIPMENT AND RETURNS: Seller reserves the right to select the manner and route of shipment
unless at least 5 days prior to shipment Customer furnishes exact shipping instructions. Any Prod-
ucts which are not shipped as scheduled on account of Customer will be held at the sole risk and
expense of Customer. All shipments for domestic sales (i.e., when the destination is within the United
States) shall be F.O.B., point of shipment (within the meaning of the Uniform Commercial Code) and
for export sales shall be Ex-Works, Seller's plant in Alamo, Tennessee, U.S.A. (within the meaning of
INCOTERMS 2010), unless otherwise stated on the face of the Southern Pride Distributing acknowl-
edgment. Prices are quoted based on these F.O.B. or Ex-Works terms, as applicable, unless other-
wise specified. Prices include skidding, crating or boxing unless otherwise noted. Export processing
and boxing for overseas shipment are at additional cost, as separately quoted. Customer agrees to
assure all risks of loss or damage to the Products while being transported or enroute to truck or
railroad, airway or other carrier direct to Customer. It is agreed that the carrier is to be the pur-
chaser's agent for all purposes. Therefore, Customer must file claims for loss or damage directly
with the carrier. Seller's responsibility ceases upon delivery, in good order, to the carrier. No
returns will be accepted on special or custom built equipment or parts, or on equipment or parts
SALES TERMS AND CONDITIONS
older than ninety (90) days from the original date of shipment. Written permission must be obtained
from Seller before returning any Products, and any Products returned without such written authori-
zation will be refused as "Returned Shipment Unauthorized."
VII. FAIR LABOR STANDARDS ACT: Seller certifies that all Products covered by this order have
been manufactured in compliance with the Fair Labor Standards Act, as amended, and all other
applicable government laws and regulations.
VIII. EQUAL OPPORTUNITY/AFFIRMATIVE ACTION CLAUSES: Seller certifies it is in compliance
with Readjustment Assistance Act of 1974, as amended (38 USC 4212) and Section 503 of Rehabilita-
tion Act of 1973, as amended.
IX. PRICE CHANGES: Seller reserves the right to raise the prices set forth herein in connection
with its adoption of a new price schedule or modification of an existing price schedule, provided
such increase is generally applicable to Products of the kind covered hereby. Such revised prices
shall be applicable hereunder on all shipments made on and after the effective date of the price
change. Customer may upon receipt of notice of increase in prices of Products covered hereby,
cancel that part of the order scheduled to be shipped within 4 weeks after the price notification and
which will be subject to such increased prices, by written notice to Seller given within 7 days after
its receipt of such notice.
X. CREDIT AND TERMS: All prices are stated in and shall be payable in U.S. dollars. If domestic
Customer's credit has been approved by Seller's credit department, terms of sale are 30% down,
net 30 days from the date of invoice except where different terms are stated on the face hereof. If
Customer's credit has not been so approved it will be required to make payment in advance, by wire
transfer to Seller's account. If Customer is new, credit approval will be expedited if Customer
promptly submits the names, address and phone numbers of at least three trade references and the
name, address and phone numbers of Customer's bank. All International Customer accounts must be
paid in full prior to shipment of Products.
XI . INFRINGEMENT: Seller at its own expense will defend and hold Customer harmless from and
against all damages, costs and expenses arising from any valid claim of infringement of any patent,
trademark registered design or other intellectual property rights caused by the Products originally
manufactured by Seller, provided Customer (a) has not modified such Products, (b) gives Seller
immediate notice in writing of a claim or institution or threat of suit, and (c) permits Seller to
defend or settle the same, and gives all immediate information, assistance and authority to enable
Seller to do so.
XII. F.O.B. OR EX-WORKS: F.O.B. ALAMO, TN, UNLESS OTHERWISE STATED ON FACE OF DOCUMENT.
XIII. WORK BY OTHERS; ACCESSORIES AND SAFETY DEVICES: Unless otherwise agreed in writing,
Seller has no responsibility for labor or work of any nature relating to the operation, use or installa-
tion of the Products, all which will be performed by Customer or others. It is the responsibility of
Customer to furnish such accessory and safety devices as may be desired by it and/or required by
law. Customer shall require its employees to use all safety devices, guards and proper and safe
operating procedures to the extent set forth in operator and machine manuals and instruction
sheets furnished by Seller. Customer is responsible for consulting any such manuals and instruction
sheets, applicable OSHA regulations and other applicable sources.
XIV. GENERAL: (a) No modification or waiver of this agreement or any of its provisions is valid
unless expressly agreed to by Seller in writing, and no waiver by Seller of any default under this
agreement is a waiver of any other subsequent default; (b) no agreement is formed hereunder
unless Customer's order is accepted by Seller in writing; (c) the unenforceability or invalidity of one
or more of the provisions of this agreement will not affect the enforceability or validity of any other
provision of this agreement; (d) THE COMPLETE AGREEMENT BETWEEN SELLER AND CUSTOMER IS
CONTAINED HEREIN AND NO ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS STATED BY CUSTOMER
SHALL BE BINDING UNLESS AGREED TO BY SELLER IN WRITING; (e) no course of dealing, usage of
trade or course of performance will be relevant to supplement or explain any terms used in this
agreement; (I) Customer may not assign any of its rights, duties or obligations under this Agree-
ment without Seller's prior written consent and any attempted assignment without such consent,
even if by operation of law, will be void; (g) this agreement is governed by and shall be construed in
accordance with the internal laws of the State of Tennessee, including the Uniform Commercial Code
as enacted by such state; provided, however, that the rights and obligations of the parties hereun-
der shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for
the International Sale of Goods; and (h) all export shipments hereunder are subject to compliance
with the Export Administration Act, as amended, and the regulations thereunder, and all other U.S.
laws and regulations concerning exports. Customer agrees to comply with all such laws and regula-
tions concerning use, disposition and sale of the Products. Southern Pride Distributing's manage-
ment reserves the right to make final decisions on all order related policies and/or cancellation/
change fees and/or waivers. Final determination of the decision rests with an officer of Southern
Pride Distributing or the President of the Company.
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Copyright 2013 by Southern Pride Distributing, LLC Volume 1
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