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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 intransit 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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