STANDARD PURCHASE ORDER TERMS AND CONDITIONS

All purchase orders (“PO”) issued by Buckner Heavylift Cranes, LLC (“Buckner”), unless otherwise governed by a written agreement signed by Buckner, are made expressly subject to these additional terms and conditions.

This PO is between the Buckner and the seller listed on the front of the PO (“Seller”).  The PO constitutes Buckner’s offer to Seller to supply named products (“Purchased Products”) or services (“Purchased Services”) and is a binding contract on the terms and conditions set forth herein when it is accepted by Seller or on commencement of performance hereunder.  No condition stated by Seller in accepting or acknowledging this PO shall be binding upon Buckner if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Buckner’s written approval. Any additional or different terms proposed by Seller are objected to and rejected unless expressly assented to in writing by Buckner.  In the event there are conflicting terms and conditions between the PO and an additional valid agreement fully executed by both parties (the “Other Agreement”), the Other Agreement will prevail through the term of the Other Agreement.

No revisions to the PO shall be valid unless in writing and signed by an authorized representative of the Buckner.

1. ACCEPTANCE.

By delivering the Purchased Products or performing the Purchased Services specified in the PO, Seller accepts the PO and agrees to be bound by the terms and conditions provided herein.

2. TIMELY PERFORMANCE.

Seller acknowledges and agrees that time is of the essence in the delivery of the goods or completion of the services within the time frame mutually agreed upon by Buckner and Seller, is vital to the interest of Buckner, and that failure to complete the services within such timeframe constitutes a breach of this PO.

3. CHANGES.

Company reserves the right at any time prior to shipment to make a change as to: (1) specifications; (2) method of delivery; (3) place of delivery, (4) schedule of delivery and the (5) quantities of delivery.

4. CANCELLATION.

Buckner reserves the right to cancel this PO, or any portion of thereof, without liability, if; (a) as time is of the essence in this PO agreement, delivery is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors.  Buckner also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the State of North Carolina.  In the event of a cancellation, Buckner shall have no further obligations to Seller except to pay for deliverables that were provided to Buckner prior to such termination and were accepted by Buckner. Upon termination, Seller shall provide any transition assistance that may be reasonably requested by Buckner.

5. DELIVERY.

Seller shall deliver the goods or services to Buckner by appropriate conveyance no later than by the dates specified in the PO.

6. INSPECTION AND REJECTION.

All goods are subject to final inspection and acceptance by Buckner at destination notwithstanding any payment.   Such inspection will be made within a reasonable time after receipt of goods.

Buckner shall notify Seller if any goods delivered hereunder are rejected, and at Buckner’s election and Seller’s risk and expense, such goods shall be held by Buckner or returned to Seller. No replacement or correction of nonconforming goods shall be made by Seller unless agreed to in writing by Buckner.

7. INVOICING.

Invoices shall be mailed immediately after shipment of goods or rendering of service is complete to the address shown on the face of the PO and including an “attention to” line indicating the Seller’s primary business contact at Buckner.  Delays in receiving invoices, errors, or omissions on invoices or lack of supporting documentation required by the terms of this PO will be cause for postponing the start of the payment terms until the correct information is received. Buckner will not be responsible for charges on invoices received more than 90 days after the rendering of service is complete or shipment of the goods unless indicated otherwise in a written agreement between Buckner and Seller.

8. PAYMENT.

In consideration of the performance of the completion of the obligations by Seller and acceptance by Buckner under the PO, Buckner will pay the applicable invoice amount. Payment terms are net 45 days from receipt of invoice unless indicated otherwise in the PO or other written agreement between Buckner and Seller.

9. DISPUTED CHARGES.

Where any item or items on an invoice are disputed Buckner may withhold payment for the item or items so disputed until such time as the dispute is resolved.

10. SELLER’S REPRESENTATIONS AND WARRANTIES.

Seller represents and warrants that: (a) Seller owns all rights, title and interest in the products and services and has legal authority to sell, license or otherwise transfer the right to use or sell such items to the company, (b) the product and service covered under the Purchase Order are of good and merchantable quality and free from defects in design, material and workmanship, are safe and conform to applicable specifications, drawings, samples, descriptions and associated documentation provided to the company in writing, (c) the product and services, and the production and sale thereof, and all warranties, guarantees, representations by Seller made or authorized to be made in connection therewith are in all respects in compliance with all applicable international, federal, state, local laws, rules and regulations, (d) the goods are fit for the use intended, (e ) no Purchased Product and/or Purchased Service, or their sale or use will infringe any patents, trademarks, copyrights, trade secrets or similar intellectual property rights of any third party, (f) Seller will comply with all federal, state and locals laws, ordinances, rules and regulations applicable to its performance under this Purchase Order, and (g) Seller has not changed any compositions, formulations, or other constituents of the Purchased Products without written approval from Buckner.

11. COMPLIANCE WITH LAWS.

Seller represents and warrants that no law, regulation or ordnance of the United States, or any state or governmental authority or agency has been violated in the manufacture, procurement, transporting or sale of any of the deliverables or services furnished, work performed or service rendered pursuant to this PO.  Seller further represents and warrants that it has and will continue to follow all applicable safety and environmental laws.  Seller acknowledges that Buckner is ISO certified and that quality throughout our Outsourced Processes (vendors) is of the essense.

12. INDEMNIFICATION.

Seller shall assume entire responsibility for and shall defend, indemnify and hold Buckner, and its directors, officers, employees and agents (collectively, the “Indemnitees”) harmless against all third-party losses, liabilities, claims, costs and expenses arising directly or indirectly out of or in connection with the performance related to this PO arising from, but not limited to: (a) personal injury caused by Seller, (b) injury to any person in the employment of the Seller or any Seller subcontractors, and (c) loss of or damage to the property of Seller, any subcontractor and any of their respective personnel whatsoever and howsoever arising, or by reason of any actual or alleged infringement of any United States patent, copyright or trade secret arising out of the services, products and/or deliverables supplied to Buckner by Seller. The provisions of this paragraph “Indemnification” shall survive the termination of the PO for whatever reason.

13. CONFIDENTIALITY.

Seller acknowledges that it is, may be or will be privy to Confidential Information.  Seller agrees it will use the Confidential Information only in the furtherance of its work under the PO and shall not transfer or otherwise disclose the Confidential Information to any third party except with written authorization from an officer of Buckner.

14. INSURANCE.

Whenever Seller shall, by virtue hereof, have in its possession property of Buckner, Seller shall be deemed as insurer thereof and shall be responsible for its safe return to Buckner.

If Seller is to perform any services for Buckner on any premises owned or controlled by Buckner or elsewhere, Seller agrees to: (a) keep such premises and work free and clear of all mechanic’s liens, and furnish to Buckner proper affidavits and/or waivers certifying thereto, (b) perform such services at Seller’s sole risk prior to its written acceptance by Buckner, and replace at Seller’s sole expense all property damaged or destroyed by any cause whatsoever (c) carry workmen’s compensation insurance covering all employees to be used by Seller or Seller’s subcontractors in connection with such services and public liability insurance covering Seller’s liability hereunder, and (d) prior to commencing the performance of any services hereunder, furnish to Buckner certificates of its insurance carrier showing that such workmen’s compensation and liability and property damage insurance is in force.

All shipments shall be insured for full value of goods therein.  This insurance shall include the full value of any materials furnished by Buckner whether or not these materials have been altered by Seller.  Seller accepts full responsibility for financial reimbursement to Buckner for all materials, lost or damaged and not insured.

15. EQUAL OPPORTUNITY.

Seller will provide Services to Buckner. without discrimination on account of race, sex, color, religion, national origin, age, physical or mental disability, or veteran’s status.

16. DISPUTE RESOLUTION.

All disputes arising under this Agreement shall be settled in a federal or state court of competent jurisdiction located in Alamance County, North Carolina.  All parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within Alamance County, North Carolina, with respect to any legal action or proceeding arising out of or relating to this PO or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.  The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action or proceeding brought in such court or any defense of inconvenient forum for the maintenance of such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law.  Each of the parties hereto hereby consents to be served by any party to this PO in any suit, action, or proceeding delivered personally or by the mailing of a copy thereof postage prepaid by United States registered or certified mail, return receipt requested, or by any nationally recognized overnight carrier service (i.e., Fed Ex or UPS) with delivery confirmation, to the parties at the addresses set forth in Section xx of this Agreement.

17. ASSIGNMENT.

No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buckner until its written consent has been obtained.

18. HEADINGS.

The headings contained in this PO are for convenience of reference only and are not intended to have any substantive significance in interpreting this PO.

19. FORCE MAJEURE.

Both parties shall be relieved from any and all liability under or in connection with this PO to the extent that such liability arises from any failure to perform any of its obligations under or in connection with this PO has been caused or contributed to by a force majeure event or circumstance including acts of God, war, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lock-outs, or labor disputes, computer virus, or any other event or circumstance or cause whatsoever beyond the reasonable control of the party.

20. SEVERABILITY AND INDIVIDUAL PROVISIONS.

If any term, condition, or provision of this PO is for any reason declared or found to be illegal, invalid, ineffective, inoperable, or otherwise unenforceable, it shall be severed and deemed to be deleted from this PO and the validity and enforceability of the remainder of this PO shall not be affected or impaired thereby the remaining terms shall remain in full force and effect.

21. WAIVER OF FAILURE TO ENFORCE A PROVISION.

Failure by either party at any time to enforce any provision of this PO against the other shall not be construed as a waiver of such entitlement and shall not affect the validity of this PO or any part or parts hereof or the right of the relevant party to enforce any provision in accordance with its terms. The rights and/or remedies of either party may only be waived by formal written waiver which is signed by a duly authorized representative of the party waiving its rights and which makes express and unequivocal reference to the waiver being made.

23. APPLICABLE LAW.

This PO shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflicts-of-law principles.

STANDARD TRUCKING PURCHASE ORDER TERMS AND CONDITIONS

All purchase orders (“PO”) for trucking or transportation issued by Buckner Heavylift Cranes, LLC (“Buckner”), unless otherwise governed by a written agreement signed by Buckner, are made expressly subject to these additional terms and conditions.

This PO is between the Buckner and the seller listed on the front of the PO (“Seller”).  The PO constitutes Seller’s offer to Buckner to supply named products (“Purchased Products”) or services (“Purchased Services”) and is a binding contract on the terms and conditions set forth herein when it is accepted by Seller or on commencement of performance hereunder.  No condition stated by Seller in accepting or acknowledging this PO shall be binding upon Buckner if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Buckner’s written approval.  Any additional or different terms proposed by Seller in any quote or otherwise are objected to and rejected unless expressly assented to in writing by Buckner.  In the event there are conflicting terms and conditions between the PO and an additional valid agreement fully executed by both parties (the “Other Agreement”), the Other Agreement will prevail through the term of the Other Agreement.

No revisions to the PO shall be valid unless in writing and signed by an authorized representative of the Buckner.

1. ACCEPTANCE.

By delivering the Purchased Products or performing the Purchased Services specified in the PO, Seller accepts the PO and agrees to be bound by the terms and conditions provided herein.

2. TIMELY PERFORMANCE.

Seller acknowledges and agrees that time is of the essence in the delivery of the goods or completion of the services within the time frame mutually agreed upon by Buckner and Seller, is vital to the interest of Buckner, and that failure to complete the services within such timeframe constitutes a breach of this PO.

3. CHANGES.

Buckner reserves the right at any time prior to shipment to make a change as to: (1) specifications; (2) method of delivery; (3) place of delivery, (4) schedule of delivery and the (5) quantities of delivery.

4. CANCELLATION.

Buckner reserves the right to cancel this PO, or any portion of thereof, without liability, if; (a) as time is of the essence in this PO agreement, delivery is not made when and as specified; (b) Seller fails to meet contract commitments as to exact time, price, quality or quantity; (c) Seller ceases to conduct its operation in the normal course of business; (d) Seller is unable to meet its obligations as they mature; (e) proceedings are instituted against Seller under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by Seller; or (g) any assignment is made by Seller for the benefit of creditors.  Buckner also reserves the right to cancel for any other reason permitted by the Uniform Commercial Code then in effect in the State of North Carolina.  In the event of a cancellation, Buckner shall have no further obligations to Seller except to pay for deliverables that were provided to Buckner prior to such termination and were accepted by Buckner. Upon termination, Seller shall provide any transition assistance that may be reasonably requested by Buckner.

5. DELIVERY AND LOSS.

Seller shall deliver the Purchased Goods or Purchased Services to Buckner no later than by the dates specified in the PO or other communications from Buckner to Seller.

For brokered loads, Seller shall enter into a broker-carrier agreement with each carrier that transports Buckner’s freight containing provisions as follows: (i) A provision whereby the applicable carrier agrees to defend, indemnify, and hold Seller and Buckner harmless from all damages, claims or losses arising out of its services, including cargo loss and damage, theft, delay, damage to property, and personal injury or death; (ii) A provision whereby the carrier agrees that its labile for all freight, including exempt commodities, shall be determined under the Carmack Amendment (14 U.S.C. Section 14706) and associated regulations, and that the carrier’s insurance coverage shall not exonerate carrier from this liability; (iii) A provision whereby the carrier agree that the terms and conditions of its contract with Seller shall apply on all shipments it handles for Seller on behalf of Buckner irrespective of any tariff terms published by carrier; and (iv) A provision whereby the applicable carrier agrees that that Seller is the sole party responsible for payment of carrier’s charges and that the carrier shall not seek payment from Buckner or any consignee.

Other than for third-party indemnity claims covered by insurance, notwithstanding anything contained herein to the contrary, Seller and Buckner specifically agree that neither party shall be liable to the other party for incidental, consequential (including lost profits), punitive or exemplary damages in connection with any PO, the performance or omission of performance hereunder or termination hereof, even if the party has been advised of the possibility of such damages and without regard to the nature of the claim or the underlying theory or cause of action (whether in contract, tort, or otherwise).

6. RATES, CHARGES AND PAYMENT INDEMNITY.

Seller agrees to accept as full consideration for all Purchase Services performed under this PO compensation at the rates, fees and accessorial charges set forth in the PO.  Seller shall be solely responsible for paying all carriers or subcontractors.  In event Buckner pays Seller for the purchased Services, Seller shall defend, indemnify and hold Buckner harmless against any claims for payment brought by any carriers or subcontractors.

7. INVOICING.

Invoices shall be mailed immediately after shipment of goods or rendering of service is complete to the address shown on the face of the PO and including an “attention to” line indicating the Seller’s primary business contact at Buckner.  Delays in receiving invoices, errors, or omissions on invoices or lack of supporting documentation required by the terms of this PO will be cause for postponing the start of the payment terms until the correct information is received. Buckner will not be responsible for charges on invoices received more than 90 days after the rendering of service is complete or shipment of the goods unless indicated otherwise in a written agreement between Buckner and Seller.

8. PAYMENT.

In consideration of the performance of the completion of the obligations by Seller and acceptance by Buckner under the PO, Buckner will pay the applicable invoice amount. Payment terms are net 45 days from receipt of invoice unless indicated otherwise in the PO or other written agreement between Buckner and Seller.

9. DISPUTED CHARGES.

Where any item or items on an invoice are disputed Buckner may withhold payment for the item or items so disputed until such time as the dispute is resolved.

10. SELLER’S REPRESENTATIONS AND WARRANTIES.

Seller represents and warrants that: (a) Seller owns all rights, title and interest in the products and services and has legal authority to sell, license or otherwise transfer the right to use or sell such items to the Buckner, (b) the product and service covered under the Purchase Order are of good and merchantable quality and free from defects in design, material and workmanship, are safe and conform to applicable specifications, drawings, samples, descriptions and associated documentation provided to the Buckner in writing, (c) the product and services, and the production and sale thereof, and all warranties, guarantees, representations by Seller made or authorized to be made in connection therewith are in all respects in compliance with all applicable international, federal, state, local laws, rules and regulations, (d) the goods are fit for the use intended, (e ) no Purchased Product and/or Purchased Service, or their sale or use will infringe any patents, trademarks, copyrights, trade secrets or similar intellectual property rights of any third party, (f) Seller will comply with all federal, state and locals laws, ordinances, rules and regulations applicable to its performance under this Purchase Order, and (g) Seller has not changed any compositions, formulations, or other constituents of the Purchased Products without written approval from Buckner.

11. COMPLIANCE WITH LAWS.

Seller represents and warrants that no law, regulation or ordnance of the United States, or any state or governmental authority or agency has been violated in the manufacture, procurement, transporting or sale of any of the deliverables or services furnished, work performed or service rendered pursuant to this PO.  Seller further represents and warrants that it has and will continue to follow all applicable safety and environmental laws.  Seller acknowledges that Buckner is ISO certified and that quality throughout our Outsourced Processes (vendors) is of the essence.

12. INDEMNIFICATION.

Seller shall assume entire responsibility for and shall defend, indemnify and hold Buckner, and its directors, officers, employees and agents (collectively, the “Indemnitees”) harmless against all third-party losses, liabilities, claims, costs and expenses arising directly or indirectly out of or in connection with the performance related to this PO arising from, but not limited to: (a) personal injury caused by Seller, (b) injury to any person in the employment of the Seller or any Seller subcontractors, and (c) loss of or damage to the property of Seller, any subcontractor and any of their respective personnel whatsoever and howsoever arising, or by reason of any actual or alleged infringement of any United States patent, copyright or trade secret arising out of the services, products and/or deliverables supplied to Buckner by Seller. The provisions of this paragraph “Indemnification” shall survive the termination of the PO for whatever reason.

13. CONFIDENTIALITY.

Seller shall assume entire responsibility for and shall defend, indemnify and hold Buckner, and its directors, officers, employees and agents (collectively, the “Indemnitees”) harmless against all third-party losses, liabilities, claims, costs and expenses arising directly or indirectly out of or in connection with the performance related to this PO arising from, but not limited to: (a) personal injury caused by Seller, (b) injury to any person in the employment of the Seller or any Seller subcontractors, and (c) loss of or damage to the property of Seller, any subcontractor and any of their respective personnel whatsoever and howsoever arising, or by reason of any actual or alleged infringement of any United States patent, copyright or trade secret arising out of the services, products and/or deliverables supplied to Buckner by Seller. The provisions of this paragraph “Indemnification” shall survive the termination of the PO for whatever reason.

14. INSURANCE.

Whenever Seller shall, by virtue hereof, have in its possession property of Buckner, Seller shall be deemed as insurer thereof and shall be responsible for its safe return to Buckner.

If Seller is to perform any services for Buckner on any premises owned or controlled by Buckner or elsewhere, Seller agrees to: (a) keep such premises and work free and clear of all mechanic’s liens, and furnish to Buckner proper affidavits and/or waivers certifying thereto, (b) perform such services at Seller’s sole risk prior to its written acceptance by Buckner, and replace at Seller’s sole expense all property damaged or destroyed by any cause whatsoever (c) carry workmen’s compensation insurance covering all employees to be used by Seller or Seller’s subcontractors in connection with such services and public liability insurance covering Seller’s liability hereunder, and (d) prior to commencing the performance of any services hereunder, furnish to Buckner certificates of its insurance carrier showing that such workmen’s compensation and liability and property damage insurance is in force.

All shipments shall be insured for full value of goods therein.  This insurance shall include the full value of any materials furnished by Buckner whether or not these materials have been altered by Seller.  Seller accepts full responsibility for financial reimbursement to Buckner for all materials, lost or damaged and not insured.

15. EQUAL OPPORTUNITY.

Seller will provide Services to Buckner. without discrimination on account of race, sex, color, religion, national origin, age, physical or mental disability, or veteran’s status.

16. DISPUTE RESOLUTION.

All disputes arising under this Agreement shall be settled in a federal or state court of competent jurisdiction located in Alamance County, North Carolina.  All parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within Alamance County, North Carolina, with respect to any legal action or proceeding arising out of or relating to this PO or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such courts.  The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action or proceeding brought in such court or any defense of inconvenient forum for the maintenance of such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law.  Each of the parties hereto hereby consents to be served by any party to this PO in any suit, action, or proceeding delivered personally or by the mailing of a copy thereof postage prepaid by United States registered or certified mail, return receipt requested, or by any nationally recognized overnight carrier service (i.e., Fed Ex or UPS) with delivery confirmation, to the parties at the addresses set forth in Section xx of this Agreement.

17. ASSIGNMENT.

No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon Buckner until its written consent has been obtained.

18. HEADINGS.

The headings contained in this PO are for convenience of reference only and are not intended to have any substantive significance in interpreting this PO.

19. FORCE MAJEURE.

Both parties shall be relieved from any and all liability under or in connection with this PO to the extent that such liability arises from any failure to perform any of its obligations under or in connection with this PO has been caused or contributed to by a force majeure event or circumstance including acts of God, war, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lock-outs, or labor disputes, computer virus, or any other event or circumstance or cause whatsoever beyond the reasonable control of the party.

20. SEVERABILITY AND INDIVIDUAL PROVISIONS.

If any term, condition, or provision of this PO is for any reason declared or found to be illegal, invalid, ineffective, inoperable, or otherwise unenforceable, it shall be severed and deemed to be deleted from this PO and the validity and enforceability of the remainder of this PO shall not be affected or impaired thereby the remaining terms shall remain in full force and effect.

21. WAIVER OF FAILURE TO ENFORCE A PROVISION.

Failure by either party at any time to enforce any provision of this PO against the other shall not be construed as a waiver of such entitlement and shall not affect the validity of this PO or any part or parts hereof or the right of the relevant party to enforce any provision in accordance with its terms. The rights and/or remedies of either party may only be waived by formal written waiver which is signed by a duly authorized representative of the party waiving its rights and which makes express and unequivocal reference to the waiver being made.

23. APPLICABLE LAW.

This PO shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflicts-of-law principles.