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                    Offering 
        and Governing Provisions. Equipment 
        Solutions ("Seller") has contracted with certain manufacturers (each, 
        a "Manufacturer") to provide equipment to Seller for inclusion in the 
        Seller's Catalog (the "Catalog") and for resale. For each item of Equipment, 
        the Manufacturer thereof is identified in the Catalog. Seller's offer 
        to sell the equipment listed in the catalog (the "Equipment") is subject 
        to the following terms and conditions. This offer is expressly conditioned upon Buyer's assent to these terms and conditions, 
        and Buyer's placement of any order for Equipment shall constitute Buyer's 
        unconditional acceptance of these terms and conditions. Except as set 
        forth in this Paragraph 1, Seller hereby objects to any additional and/or different terms which may be contained in any of Buyer's forms or other correspondence. No such additional different terms will be of any force or effect.
        The terms and conditions set forth herein, and any contract for the sale of Equipment by Seller, shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to principles of conflicts of laws.
                 
                    Prices. 
        Prices of Equipment shall be the prices published in the-then current 
        Catalog, as amended or supplemented from time to time by Seller. For all 
        payments made directly to Seller, payment terms are net thirty (30) days 
        from the date on the invoice; any payments not made directly to Seller 
        shall be according to the payment terms then established by Seller. Seller 
        reserves the right to charge interest of up to 1 ½ % per month (but not 
        more than the highest rate permitted by law) on all overdue accounts.
                 
                    Sales 
        and Similar Taxes. Any Manufacturer's tax, occupation tax, 
        use tax, sales tax, excise tax, duty, custom, inspection and testing fee, 
        or any other tax, fee, interest, or a charge of any nature whatsoever 
        imposed by any governmental authority, on or measured by the sale by Seller 
        to Buyer, shall be paid by Buyer in addition to the prices quoted or invoiced. 
        If Buyer is exempt from any such tax or charge, Buyer shall provide Seller 
        the applicable exemption certificate. If Seller is required to pay any 
        such tax, fee, interest or charge, Buyer promptly shall reimburse Seller 
        therefore.
                 
                    Errors. 
        Stenographic and/or clerical errors may occur from time to time in the 
        catalog, price schedules, program bulletins and announcements, order paperwork, 
        and other documents developed and distributed by Seller in connection 
        with the marketing of Equipment. All such errors are subject to correction 
        by Seller.
                 
                    Orders.
                        Orders for Equipment must be placed either by phone or by using one of 
        the order forms supplied to Buyer. All internet orders are subject to these Terms 
        and Conditions as amended or revised from time to time by Seller. At Seller's 
        discretion, Seller may require Buyer to confirm in writing any order placed 
        by phone or fax. Buyer may not alter or withdraw its order except upon 
        payment to Seller of an appropriate cancellation charge or restocking 
        charge.
                 
                    Delivery. 
        Except as otherwise specified in the Catalog, or except as otherwise agreed 
        by Buyer and Seller in writing, Equipment shall be sold F.O.B. Manufacture's 
        shipping point, commercial carrier freight prepaid. Seller has the right 
        to select the carrier and mode of transportation. Seller reserves the 
        right to make delivery in installments and all such installments shall 
        be separately invoiced and paid for when due, without regard to subsequent 
        deliveries. Title of Equipment and risk of loss or damage shall pass to 
        Buyer at the F.O.B. point. In the event of in-transit damage to the Equipment, 
        Buyer shall accept the shipment and file its claim with the delivering 
        carrier within ten (10) days after receipt of the damaged shipment (with 
        a copy submitted to Seller) within ten (10) days after receipt of shipment. 
        Failure to give any notices required under this Paragraph 6 shall constitute 
        unqualified acceptance and a waiver of all such claims by Buyer.
                 
                    Security 
        Interest. 
        To Buyer hereby grants Seller a security interest in all Equipment ordered 
        or delivered, until such time as Buyer shall execute and deliver any financing 
        statements or other documents as may be requested by Seller in order for 
        Seller to establish an maintain a perfected security interest in the Equipment.
                 
                    Unloading 
        and Installation. Buyer shall be solely responsible for providing 
        such unloading devices (e.g. fork lift, tow truck) as may be required 
        to unload Equipment from the carrier. Seller shall cause the Manufacturer 
        to furnish Buyer with all written installation manuals, directions, and 
        instructions that the Manufacturer ordinarily supplies with the Equipment. 
        Seller shall not be responsible for installation, on-site testing, or 
        start-up of Equipment at Buyer's destination; however, with certain types 
        of Equipment, some Manufacturers may offer such service to Buyer. The 
        terms and conditions under which such services are available to Buyer 
        shall be determined between Buyer and Manufacturer without the involvement 
        of the Seller.
                 
                    Right 
        of Set-Off. 
        In addition to any right of set-off provided by law to Seller, all monies 
        and accounts owed Buyer hereunder shall be considered net of indebtedness 
        of Buyer to Seller (including all its divisions, operating units and subsidiary 
        corporations) arising from whatever cause; in addition, Seller has the 
        right to deduct any amounts due to or that become due hereunder to Seller 
        from any amounts due or to become due to Buyer from Seller.
                 
                    Notice 
        of Defect. In the Event Equipment supplied hereunder is claimed 
        to be defective, any claims must be made within 30 days after Buyer's 
        receipt. Seller shall be given ample opportunity to inspect the Equipment, 
        and Buyer acknowledges and agrees that Seller shall not be liable for 
        any transportation, fabrication, installation, or other expenses incurred 
        by Buyer in connection with defective Equipment.
                 
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                         Pass-Through 
        Warranty. Seller 
        makes no warranty to Buyer regarding the Equipment (other than a warranty 
        of title) and Seller authorizes no third person or party to assume any 
        warranty obligation or liability on Seller's behalf. The only warranties 
        applicable to the Equipment are those, if any, extended by the respective 
        Manufacturer. The Manufacturer shall furnish to Buyer any and all applicable 
        warranty documents. Seller hereby assigns to Buyer, without recourse, 
        any applicable warranties extended to Seller. Such assignment shall constitute 
        Seller's sole obligation and Buyer's sole and exclusive remedy from Seller 
        with regard to defective Equipment. 
                    SELLER SHALL HAVE NO OBLIGATION OR LIABILITY TO BUYER UNDER ANY PROVISION OF THIS AGREEMENT, AND HEREBY DISCLAIMS, 
        ANY EXPRESS OR IMPLIED WARRANTY RELATED TO THE EQUIPMENT, INCLUDING, BUT 
        NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT OR ANY IMPLIED WARRANTY 
        OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
                 
                    Limitation of Liability. 
        Seller's liability with respect to the Equipment sold hereunder shall 
        be limited to the obligation to assign the Manufacturer's warranty as 
        provided above, and with respect to other performance of the contract 
        shall be limited to the contract price.
                 
                    SELLER 
        SHALL NOT BE SUBJECT TO AND HEREBY DISCLAIMS (1) ANY OTHER OBLIGATIONS 
        OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT, (2) ANY OBLIGATIONS 
        WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) 
        OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCT SOLD BY 
        SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) 
        ALL CONSEQUENTIAL, INCIDENTAL AND CONTIGENT DAMAGES WHATSOEVER.
                 
                    Without 
        limiting the generality of the foregoing, Seller specifically disclaiming 
        any liability for penalties (including administrative penalties), special 
        or punitive damages, damages, damages for lost profits or revenues, costs 
        of any equipment recall, loss of use of equipment or any associated parts, 
        costs of capital, costs of substitute equipment, facilitates or services, 
        downtime, shutdown, or slowdown costs, or for any other types of economic 
        loss, or claims of Buyer's customers or any third party for any such damages.
                 
                    Returns. 
                    Equipment may be returns only when Buyer obtains Seller's advance 
        written permission. Such requests should be made on a return goods authorization 
        form available from Seller. Returned Equipment must be new, unused, and 
        in the original carton, must be securely packaged to reach the location 
        designated by Seller without damage, and must be shipped F.O.B. designated 
        location, freight prepaid. Seller will issue credit to Buyer only to the 
        extent that the Manufacturer issues credit to Seller for the return such 
        Equipment. 
                 
                    Cancellation.
                        No order may be canceled or altered by Buyer except upon Seller's written 
        consent.
                 
                    Aftermarket 
        Service. Seller shall cause the Manufacturer to furnish Buyer with 
        all applicable service manuals, operating manuals, and other like information, 
        that the Manufacturer ordinarily supplies with the Equipment. Without 
        assuming responsibility therefore, Seller shall cooperate with and assist 
        Buyer in obtaining such warranty and after-warranty service as the Equipment 
        requires.
                 
                    Failure 
        or Delay of Performance. All delivery dates are approximate; 
        time is not of the essence as regards delivery of the Equipment to Buyer. 
        Seller shall not be liable for any damage as a result of any failure to 
        deliver or for any delay in the event and to the extent such failure or 
        delay results from events beyond Seller's reasonable control including 
        but not limited to any of the following: acts of God, acts of Manufacturer, 
        acts of Buyer, fire, flood, war, any transportation or utility shortage 
        or curtailment, governmental regulations, policies, or action, accident, 
        slowdown, riot, or labor strike.
                 
                    No 
        Agents. From time to time sales representatives of various 
        Manufacturers may visit Buyer to promote the sale of Equipment. Buyer 
        understands and acknowledges that all such representatives act for an 
        on behalf of their respective Manufacturers only, and that no statements 
        or representations made by such sales representatives are to be attributed 
        to Seller or any of its divisions or other operating units.
                 
                    Equipment 
        Changes. Seller has the right to discontinue or suspend the 
        sale of any Equipment and to make or permit changes in design or specifications 
        of any Equipment at any time without incurring any obligation or liability 
        to Buyer with respect thereto; provided, however, that if any pending 
        orders placed by Buyer would be affected by such a design or specification 
        change, Seller shall give Buyer advance notice thereof and an opportunity 
        to cancel.
                 
                    Waivers. 
                    Except 
        as otherwise provided herein, no omission or delay by either the Seller 
        or Buyer at any time to enforce any right or remedy reserved to it, or 
        to require performance of any of the terms and conditions herein, shall 
        be a waiver of any such right or remedy to which either party is entitled, 
        nor shall it in any way affect the right of either party to enforce such 
        provision(s) thereafter.
                 
                    General. 
                    When confirmed by Seller, Buyer's order including these Terms 
        and Conditions shall become the entire agreement between Seller and Buyer 
        and a complete allocation of risks between Seller and Buyer relating to 
        Buyer's acquisition of the Equipment. This agreement supersedes all prior 
        understanding and agreements between the parties relating to the subject 
        matter hereof and may not be supplemented or amended except expressly 
        in writing signed by the party to be charged therewith. Buyer may not 
        assign any of its rights or delegate any of its duties hereunder without 
        the prior written consent of Seller.
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