Terms & Conditions

General Terms & Conditions of Sale of Goods

Notwithstanding any other provision to the contrary, the following Terms and Conditions of Sale of Goods (“Terms and

Conditions”) shall apply to any sale of goods by PETIT AUTO WASH, INC. (“Company”), an Ohio Corporation,

having a place of business at 2833 Eastern Road, Norton, Ohio 44203. Any purchase order covering the sale of

Company product shall be governed by these Terms and Conditions and other written provisions mutually agreed

upon, if any. Any oral understandings are expressly excluded. Company shall not be deemed to have waived these

Terms and Conditions if it fails to object to provisions appearing on, incorporated by reference in, or attached to

Buyer’s purchase order form, which provisions are hereby expressly rejected. Buyer’s silence or acceptance or use of

product constitutes its acceptance of these Terms and Conditions. No modification or addition to these Terms and

Conditions shall be effective unless agreed in writing and signed by an authorized representative of Company. In the

event Buyer orders product from Company and Company delivers product to Buyer, the Terms and Conditions

contained in this document shall apply to all such sales and transactions.

STANDARD TERMS AND CONDITIONS OF SALE

1. Prices: All quoted prices in effect on the purchase order date (unless quoted otherwise) or date of completion if

shipment is deferred on Buyer’s instructions, are Free On Board (F.O.B.) point of shipment unless otherwise agreed

in writing by Company and are subject to change without notice. Prices do not include sales, use, excise, or other

taxes. Any such tax that Company is required by law to collect, will be added to the invoice price. All prices are

based on the quantity quoted and any change in the quantity may affect the price. No discount will be allowed

unless specifically agreed to in writing by Company. Until the purchase price and all other sums due pursuant

hereto are paid in full, Buyer grants Company and Company retains a security in the Goods described in the Sales

Order (the “Goods”) and in all proceeds of the Goods.

2. Terms: Fifty Percent (50%) required to place order, remainder due 10 days prior to factory ship date. Shipping

CANNOT be setup until final payment is received. All equipment FOB point of manufacture and will be invoiced

separately.

3. Delivery Date: All scheduled delivery dates are estimates based on a normal workload and all deliveries are

subject to change without liability to the Company. Typical production time is 8-10 weeks. Orders are placed into

the production schedule once the Sales Order is executed, and deposit is received. Orders begin production 30 days

prior to shipping. Shipping will not be set up until final payment is received. Unless expressly specified to the

contrary, all shipping dates are based upon current availability of materials, present production schedules and

prompt receipt of all necessary information. Company will not be liable for any damages, loss, fault, expense, or

freight charges arising out of delays in shipment or other non-performance of this agreement caused by or imposed

by (a) strikes, pandemics, fires, disasters, riots, acts of God; (b) acts of Buyer; (c) shortages of labor, fuel, power,

materials, supplies, transportation, or manufacturing facilities; (d) government action; or (e) subcontractor delay.

Once a ship date is confirmed: 31 days prior to the ship date or more the buyer may request to delay their ship date

based on current availability. Within 30 days of shipping the Buyer may delay their ship date by no more than 14

days (two weeks). After a delay of 14 days (two weeks) the Buyer must take shipment of the order or will incur a

storage charge of $250/week. Weekly charges accrue on the first business day of the week. Company reserves the

right to, at any time during any such delay, to require that the Buyer take delivery within ten (10) days of written

notice from the Company.

4. Limited Warranty:

a. General

All equipment manufactured by Company is warranted to be free from defects in materials and workmanship for a

period of two (2) years from ship date. All claims regarding warranted components or parts must be submitted in

writing to Company within 15 days of finding a possible defect. This warranty is made to the original purchaser and

is not assignable or transferable.

Third party equipment components such as motors, pumps and other items not manufactured by Company but

incorporated into its equipment will carry the stated warranty of the original manufacturer. Company assigns to the

Buyer any and all such third-party warranties and the Buyer agrees to look solely to such third-party suppliers for

any warranty issues with such components. Fluids that are introduced into components such as pumps, valves, or

other components must be deemed suitable for use by the original manufacturer of that component.

To be considered under warranty all components and systems must have been properly installed and maintained.

Any component or part alleged to be defective in materials or workmanship shall, at the discretion of Company, be

returned for evaluation. If upon examination such component or part is found to be defective in workmanship or

materials, Company, will at its option, either repair or replace such component or part. Company will, at its

expense, ship such repaired or replaced component or part via standard ground shipping. Expedited shipping costs

(if requested) shall be at the expense of the customer.

As to any service work performed by Company, Company warrants that its services will be performed in a

professional and workmanlike manner in accordance with applicable professional standards. Company, as Buyer’s

sole remedy, will reperform any work not in compliance with this warranty brought to our attention within thirty

days after the work is performed. However, Company does not warrant, nor will Company be responsible for, the

performance of any third-party products. It is Buyer’s responsibility to determine the suitability or compatibility of

Company Goods with any existing third-party products at Buyer’s site. In the event Company is asked to reperform

any work and it is determined that Company has already met our obligations under this paragraph, Buyer agrees to

pay Company on a time and materials basis at Company’s standard rates for time spent on such additional work.

Consultant’s warranty is void upon any modifications to the services or work performed by Company by any other

party than Company. In the event you request Company to perform work or services which are contrary to the

recommendations of Company, Company makes no warranty with respect to any such services or work and you

agree to indemnify and hold Company harmless against any damage or expense relating to bodily injury or death of

any person or damage to real and/or tangible personal property incurred as a result of such services or work All

claims for breach of this warranty must be made to Company within thirty (30) days after the date of completion of

the services to which the claim relates. Company's warranty shall extend only to Buyer from Company.

b. Limitations

The warranty does not cover normal wear and tear, or problems caused by improper installation, use or

maintenance. Normal wear and tear items include but are not limited to items such as membranes, nozzles, belts,

hoses, and seals.

The warranty does not cover damage or failure caused by lack of reasonable care & maintenance, accident, misuse,

abuse, alteration, neglect, extreme temperatures, or exposure to harsh chemicals. E.g., hydrofluoric acid,

ammonium bifluoride, methane sulfonic acid or other chemicals incompatible with the materials of construction.

The warranty does not cover damage resulting from a loss of water supply, the use of water containing solids

greater than 40 microns in diameter, or defects caused by use of un-softened water or water containing dissolved

solids in excess of 500 PPM.

This warranty is expressly limited to the repair or replacement of the defective item and is the sole remedy of this

warranty. This warranty does not cover any labor or installation cost, either with respect to the original equipment

or with respect to the repaired or replaced component or consequential damages, should there be any, during the

time repairs are being made.

EXCEPT FOR THE EXPRESS WARRANTY DESCRIBED ABOVE, THERE ARE NO OTHER

WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, WRITTEN, ORAL OR ARISING

UNDER CUSTOM OF TRADE INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NO WARRANTIES OR

REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF SELLER SHALL BE

EFFECTIVE TO VARY OR EXPAND THE ABOVE-REFERENCED EXPRESS WARRANTY OR ANY

TERMS HEREOF.

c. Claims

Warranty claims must be made through an authorized service provider. In the event of a factory direct purchase,

or if a claimant finds their service provider to be unresponsive, the claim shall be submitted directly to Company

for evaluation. To be considered, warranty claims must be submitted within 15 days of discovery of a possible

defect and if requested, the failed component must be returned at Buyer’s cost within 30 days to Company.

Upon receipt of a completed Warranty Claim Form and the item in question (if requested), Company will

evaluate for manufacturing defect(s). If the item qualifies for a warranty replacement, Company will at its

discretion, repair or replace the defective item. If the item is determined to not be defective, the customer may

request that the item be returned to them at their expense.

If a replacement part is requested to be shipped prior to warranty evaluation, the replacement part will be shipped

and annotated in Company’s Warranty Claim Database. If the failed part is received by Petit within 30 days of

submission of the Warranty Claim Form, and determined to be in warranty, then no invoice will be issued. If the

defective part is found not to be in warranty an invoice will be issued for the part(s) and shipping and will be

paid within thirty (30) days on invoice. Expedited shipping cost, if requested, will be charged to the customer in

all instances.

d. Transportation Claims

Upon arrival, all parts and equipment must be inspected. If any damage is found, it should be immediately

documented and reported to both the transportation carrier as well as Company. Transportation damage claims

are to be submitted directly to the carrier per their policies.

e. Replacement Parts Warranty

Replacement parts, warrantied or purchased carry a 90-day warranty. The replacement parts warranty carries

the same limitations as stated above.

5. Limitation of Liability: Company’s liability under its warranty is expressly limited to the repair or replacement

of Goods, which prove to be defective in materials or workmanship within a period of two (2) years of the ship date

to Buyer. The repair or replacement of the Goods shall be at Company’s sole discretion. The Company’s obligation to

repair or replace defective Goods or refund the invoice price constitutes agreed and liquidated damages for any breach

of warranty by Company.

In no event Shall Company be liable for incidental, indirect, special, or consequential damages or for any lost profits

arising out of or in connection with the Sale of Goods, including without limitation, breach of any obligation or

warranty imposed on Company hereunder or in connection herewith. Consequential damages for purposes hereof shall

include without limitation, loss of use, income or profit, or losses sustained as the result of injury to any person, or loss

of or sustained as the result of work stoppage. Buyer shall indemnify Company against all liability, cost, or expense,

which may be sustained by Company on account of any such loss, damage or injury. No agent of Company or any

service provider is authorized to assume any liability for Company or make any written or oral warranties beyond

those set forth in these Terms and Conditions.

6. Indemnity: Buyer shall indemnify and hold Company harmless from and against all claims and causes of action

for damages and expenses of every kind and character including costs of suit and reasonable attorney’s fees asserted

against Company, its agents, servants, and employees arising out of or in any manner connected with the product or use

of the product listed on the face hereof. This includes, but is not limited to, all claims and causes of action resulting from

patent or trademark infringement, which are based, in whole or in part, from Goods manufactured to Buyer’s

specifications. This indemnity obligation of Buyer will survive the expiration, termination, or cancellation hereof.

7. Terms of Payment: Payment shall be made to Company at its office in Norton, OH, or as directed by the Company

and shall be due and payable as set forth on the face of Company’s invoice and if not stated, then within thirty (30) days

of invoice. Payable only in U.S. Funds. Service charges are payable on overdue invoices at an amount of 1.5% per

month or the maximum legal rate, whichever is less. All orders and shipments shall at all times be subject to the

approval of the Company’s credit department. The Company reserves the right of declining to accept any order or

make any shipment whenever, for any reason, there is doubt as to Buyer’s financial responsibility and Company shall

not in such event be liable for breach or non-performance, in whole or part.

8. Shipment: Unless otherwise specified herein, all shipments are F.O.B. point of shipment indicated on the front

hereof. Company’s responsibility terminates upon completion of Goods in good order and made available for delivery

to a common carrier from Company’s facility. The Goods, title thereto and any risk of loss, shall be considered

transferred to the Buyer upon availability for delivery to a common carrier. No claims for shortages, damages, or

failure in delivery, whether by common carrier, parcel post or otherwise, may be made by the Buyer against the

Company. In the absence of written shipping instructions from Buyer, Company may ship the Goods freight collect to

the Buyer by any common carrier which it considers satisfactory or, if appropriate, in the opinion of the Company, by

parcel post. Buyer is conclusively presumed to have inspected and accepted the Goods unless Buyer notifies Company

in writing of any incorrect, unspecified, missing, defective or otherwise non-conforming Goods within five (5)

business days following Buyer's receipt of the Goods (the “Inspection Period”). In the event Buyer fails to inspect or

reject the Goods within the Inspection Period, Buyer shall have waived the right to reject the Goods. Buyer’s sole

remedy for the rejection of the Goods shall be as set forth in these Terms and Conditions for defective Goods. Unless

otherwise agreed in writing, Company assumes no obligation to install any Goods sold to Buyer or to place them in

working order at any location, property, or project of Buyer.

9. Cancellations and Return of Goods: No purchase order with respect to which Company has issued or indicated a

sales confirmation may be cancelled or the manufacture of Goods thereunder suspended without the sole and express

written consent of Company. In addition, the Buyer shall also reimburse Company for any extraordinary costs and

other expenses attributable to such suspension or cancellation. No special-order Goods shall be returned to Company

(whether due to cancellation of a purchase order or for any other reason not the fault of the Company) and no refunds

will be made without prior written authorization from Company. An inspection and restocking charge of no less than ten

percent (10%) on all returned stock items will, at Company’s option, be required. Any request to return goods shall

include, in addition to other information reasonably requested by Company, a full description of the Goods, the date of

the purchase order and Company’s invoice number. All items must be unused and in the original packaging, along

with the Company’s Warranty Return Claim Form. Returned items which were paid by credit card or multi-item

returns may incur up to a 20% restocking fee. Additional fees will be charged if items were returned damaged,

incomplete or without original packaging.

10. Packing and Crating:  Except as provide on the face hereof or as hereinafter provided, prices include packing for

Goods destined within continental limits of the United States excluding Hawaii and Alaska. An additional charge may

be made for crating and for export packing. Buyer is responsible for all shipping costs for the original and return

shipments. Shipping costs are non-refundable and will be deducted from any refund if Company’s shipping account is

used.

11. Miscellaneous:

a. None of the Terms and Conditions herein may be added to, modified, superseded, or otherwise altered except

by a written instrument, signed by an officer of the Company. Each shipment received by Buyer from the

Company shall be deemed to be upon the Terms and Conditions herein set forth, except as they may be added to,

modified, superseded, or otherwise modified as provided above, notwithstanding Buyer’s act of accepting or

paying for the Goods or similar act of Buyer. There are no understandings between the parties hereto as to the

subject matter of this contract other than as set forth herein. All previous communications between the parties

hereto concerning the subject matter of this contract, whether verbal or written, including, but not limited to,

Buyer’s Purchase Order, are hereby abrogated and withdrawn, and this contract constitutes the whole of the

agreement between the parties hereto. Any additional Terms and Conditions of a Purchase Order or Change

Order shall not apply hereto unless agreed to by the parties in writing. No modifications of this contract shall

be binding upon the Seller unless in writing and signed by Company, and no modification shall be effected by

Seller’s acknowledgment or acceptance of Buyer’s purchase order forms containing different provisions.

Trade usage shall neither be applicable nor relevant to this agreement, nor be used in any manner whatsoever

to explain, quality, or supplement any of the provisions hereof.

b. Any typographical or clerical error herein is subject to correction.

c. This document and the sale of the Goods described herein shall be construed in accordance with the laws of

the State of Ohio. Further, Buyer and Company agree to submit to the exclusive jurisdiction of the appropriate

local, state, or federal courts within Summit County, Ohio for purposes of resolving any dispute or claim

arising in connection with said transaction.

d.  The submission of a quotation by Company in response to Buyer’s request does not constitute an expression of

acceptance of any term or condition which may have been set forth in Buyer’s request. The terms and

conditions of sale set forth herein are the only terms and conditions applicable to the sale of the Goods

described on the face hereof notwithstanding prior or post-sale, references.

e. Company shall have the right to charge a service fee for reissuing invoices due to unauthorized discounts

taken by Buyer

f. In the event Buyer seeks to make payment on an invoice from Company in an amount less than the full amount

of the invoice and Buyer intends such payment to be in full satisfaction of the invoice, Buyer must send such

payment to Office of Disputed Accounts, Petit Auto Wash, Inc., 2833 Eastern Rd., Norton, OH 44203.

12. Invoice:  Where the Company does not issue either a quotation or a sales confirmation and ships Goods pursuant to

Buyer’s purchase order, such sales shall be subject to Company Terms and Conditions as set forth herein.

13. Assignment: Company reserves the exclusive right to assign the proceeds of any order to a third party for any reason

whatsoever.

14. Assistance and Advice: Upon request, Company in its discretion may furnish as an accommodation to Buyer

such technical advice or assistance as is available in reference to the use of the product by Buyer. Company assumes no

obligation or liability for the advice or assistance given or results obtained, and all such advice or assistance is given and

accepted at Buyer’s sole risk. Buyer hereby waives any and all claims against Company arising out of any such

assistance or advice. Buyer shall indemnify Company against all claims, losses, liabilities, and expenses (including,

without limitation, reasonable attorney fees) arising out of any such assistance or advice.

15. Severability:  Each provision of these Term and Conditions is intended to be severable. If any term or provision

hereof or any portion thereof, or the application thereof to any entity or circumstance shall be determined by a court of

competent jurisdiction to be illegal or unenforceable for any reason whatsoever, such term, provision or application

thereof shall be severed here from and shall not affect the validity of the remainder of these terms and conditions or the

application of such term or provision to any other entity or circumstance.

16. Default, Attorney’s Fees: Should Buyer default on any obligation hereunder or become insolvent or make an

assignment for the benefit of creditors or be subject to any reorganization or bankruptcy proceeding, or if Company

shall deem it to be in its best interest to do so to protect it or the product against loss or damage or upon termination of

this order for whatever cause or reason, then Company and its agents or representatives may, in addition to any other

rights or remedies it may have under this order or at law or in equity, without notice or demand of liability or legal

process, retain or otherwise repossess all or any part of the Goods thereof and/or items furnished by Buyer; and Buyer

expressly waives all further rights to possession of said Goods and all claims for injury suffered through or loss caused

by retention or repossession. If Company shall retain/repossess the Goods or shall institute any proceeding to recover

any monies due hereunder or to recover possession of the Goods or any part thereof or to enforce any term or

condition hereof, Buyer shall pay Company’s cost incurred therein including Company’s attorney’s fees and all costs

of suit. Company’s rights hereunder are cumulative and not alternative.

17. Additional Terms and Conditions for International Sales

a. All matters involving the validity, interpretation and application of these Standard Terms and

Conditions of Sale will be controlled by the laws of the State of Ohio, United States of America,

without regard to the United Nations Convention on International Sales of Goods, the application of

which is waived. Notwithstanding the foregoing, all terms and conditions herein relating to

transportation costs and risks shall be governed by Incoterms 2000. Any dispute relating to this

Agreement will be referred to, and finally determined by, binding arbitration in accordance with the

Rules of Arbitration of the International Chamber of Commerce in force at the time. The arbitration

panel shall consist of three arbitrators. The place of arbitration shall be in Summit County, Ohio,

USA. The language to be used in the arbitration shall be English. The arbitration decision shall be

final and binding upon the parties and any award granted pursuant to such decision may be entered

forthwith in any court of competent jurisdiction.

b.   In addition to the purchase price, Buyer shall pay all sales, use and excise taxes, tariffs, duties, and other

charges imposed by any country, state, locality or other political subdivision in connection with the sale or use

of the products sold hereunder. Buyer shall pay these taxes directly if the law permits or shall reimburse Seller

if Seller is required to collect and pay them. All purchase prices are expressed in US Dollars. Items for

shipment to countries outside of the U.S. may be subject to taxes, customs duties and fees levied by

the destination country (“Import Fees”). The recipient of the shipment is the importer of record in the

destination country and is responsible for all Import Fees. With respect to each item for which Import

Fees have been calculated, Buyer authorizes us to designate a carrier (“Designated Carrier”) to act as

Buyer’s direct or indirect representation/agent with the relevant customs and tax authorities in the

destination country, to clear your merchandise/products, and process and remit Buyer’s actual Import

Fees for such item. “Import Fees Deposit” represents an estimate of the Import Fees that will be

levied on the items in Buyer’s order for shipment to countries outside of the U.S. By placing its order,

Buyer agrees to allow Seller to collect from Buyer, and Buyer shall pay as a condition to Seller’s

acceptance of any order, the Import Fees Deposit for the applicable items in Buyer’s order. This

deposit will be used, on Buyer’s behalf, to reimburse the Designated Carriers for the Import Fees that

they have paid on Buyer’s behalf to the appropriate authorities of the destination country. Buyer

further agrees that the Designated Carriers may disclose to us the amount of actual Import Fees levied

on the item(s) Buyer has purchased from us (“Actual Import Fees”). In the event that the Import Fees

Deposit exceeds the Actual Import Fees, Seller will refund the difference to Buyer. Buyer is

responsible for assuring that the products being purchased can be lawfully imported to the destination

country. When ordering from Seller, the recipient of the shipment is the importer of record in the

destination country and is responsible for all import fees, the clearance of merchandise, and the

process and remittal of the actual import fees for such items and must comply with all laws and

regulations of the destination country.

c.   Except when Seller’s quotation provides for acceptance testing, Buyer shall be deemed to have

accepted the products sold hereunder upon their receipt. When acceptance testing is indicated on the

Quotation, testing shall be conducted in accordance with Seller’s standard testing procedures.

Successful completion of the procedures shall constitute acceptance of the products.

d. Buyer represents, warrants and covenants that neither it nor any of its representatives is a person, or a

person who is directly or indirectly owned or controlled by any person (a) currently included on any

list maintained by the U.S. Office of Foreign Assets Control (“OFAC”) or any other government

authority imposing economic sanctions or trade embargoes, or (b) who is located, organized, or a

resident in a country or territory that is, or whose government is, the target of sanctions imposed by

OFAC or any other governmental authority. If the foregoing representation ceases to be true, then

Buyer will promptly notify Seller in writing,

UNLESS OTHERWISE AGREED TO IN WRITING, ALL SALES ARE MADE SUBJECT TO THESE

TERMS AND CONDITIONS OF SALE AND ANY ADDITIONAL TERMS PROVIDED IN THE SALES

INVOICE AND PACKING LISTS. BY EXECUTION OF COMPANY SALES ORDER (ELECTRONICALLY

OR OTHERWISE) BUYER AGREES TO AND SHALL BE BOUND TO THESE TERMS AND

CONDITIONS AND INVOICE. ACCEPTANCE OF ANY INVOICE OF THESE TERMS AND CONDITIONS

SHALL CONSTITUTE ACCEPTANCE ON ALL SUBSEQUENT INVOICES.

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