SNK AMERICA, INC. Service Estimate General Terms and Conditions

June 1, 2014


  1. Understanding: This Service Estimate is subject to the terms and conditions set forth herein, which may only be modified in a writing signed by an individual authorized by SNK; SNK hereby gives notice of objection to any additional or different terms or conditions.


  2. Prices: All prices are non-binding estimates, are quoted in U.S. dollars, are subject to change based on scope of service performed and do not include the cost of any parts or equipment that are not explicitly referenced in this Service Estimate and quoted herein. Prices shall be valid for thirty (30) days from the date of this Service Estimate; thereafter, prices are subject to change without notice. Any down payment made by Buyer in connection with any services or parts to be provided pursuant to this Service Estimate is not refundable unless agreed to by SNK. Buyer shall pay all charges for transportation and delivery and all use, sales, goods and services or similar taxes, applicable to the parts or services sold under this Service Estimate. Prices quoted in this Service Estimate do not include any such taxes that SNK may be required by law or regulation to collect from Buyer. The final invoice will be billed at the actual hour and actual charges for the work performed.


  3. Payment Terms; Cancellation: Unless a credit arrangement is agreed by SNK, the entire purchase price (plus any tax, freight, insurance or other charges, as specified in Section II) shall be paid by Buyer in full at the time of the performance of service or labor. ANY CHECKS MUST BE MADE TO “SNK AMERICA, INC.” All changes to this Service Estimate require SNK’s written consent. The order memorialized in this Service Estimate may be cancelled by Buyer only upon SNK’s written consent, which consent may be withheld or delayed for any reason, and which consent will be expressly conditioned upon Buyer’s agreement to indemnify SNK against any loss resulting from such cancellation.


  4. Delivery; Title: If parts or equipment are included in the Service Estimate, Buyer shall have the right (and if not exercised, then SNK) to select carrier. Any indicated shipping date represents SNK’s best estimate. Actual date of shipment may be dependent upon circumstances beyond SNK’s control. SNK shall not be liable for any damage resulting directly or indirectly from delay in shipment due to any cause. Stock and inventory are subject to prior sales and contingent on specific options ordered. Buyer is responsible for removing work pieces, fixtures, and tooling from machinery to facilitate service work. Buyer is responsible for supplying safety lanard attachment points or equipment for working at heights. Buyer is responsible for operating all rigging, cranes and forklifts necessary for the installation or erection of equipment; however, SNK will provide supervisory services upon the request of Buyer. Title, ownership, and risk of loss shall transfer immediately upon the performance of services or labor or delivery of parts or equipment to a carrier by SNK, as applicable.


  5. Limited Warranty: Service and labor shall be warranted for a period of thirty (30) days from the date of performance of such service or labor (the “Service Warranty”). For the avoidance of doubt, the Service Warranty shall apply only to work actually performed, and SNK shall not be liable for any service or labor not performed by an authorized SNK service technician (an “SNK Tech”). From the date of installation, (i) mechanical and electrical parts and labor if installed by an SNK Tech shall be warranted for a period of thirty (30) days; (ii) core exchange spindles if installed by an SNK Tech shall be warranted for a period of 90 days; and (iii) new spindles if installed by an SNK Tech shall be warranted for a period of six (6) months. In no event shall SNK be liable for damage to persons or other property or for consequential damages resulting from breach of warranty. The warranty provided by SNK herein shall not apply to any parts or equipment with respect to which there has been (i) improper installation or testing (other than that performed by SNK), (ii) failure to provide a suitable operating environment, (iii) use of the parts or equipment for purposes other than that for which it was designed, (iv) failure to monitor or operate the parts or equipment in accordance with the applicable SNK specifications and/or good industry practice, (v) unauthorized attachment or removal or alteration of any part of the parts or equipment, (vi) unusual mechanical, physical or electrical stress, (vii) unauthorized modifications or repairs, (viii) mishandling during rigging of the parts or equipment, or (ix) any other abuse, misuse, neglect or accident.


  6. Limitation of Liability: IN NO EVENT SHALL SNK BE RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION, LOSS OF PRODUCTION, LOSS OF ANTICIPATED SAVINGS OR ANTICIPATED PROFITS, OR DAMAGES OF ANY THIRD PARTY ASSERTED AGAINST BUYER. FURTHER, IN NO EVENT AND FOR NO CAUSE SHALL SNK BE RESPONSIBLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE SET FORTH IN THIS SERVICE ESTIMATE.


    SNK’S WARRANTY IS IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO ANY PERFORMANCE AND PRODUCTION DATA, INCLUDING, BUT NOT LIMITED TO ACCURACY, CAPACITY OR CAPABILITY OF PARTS OR EQUIPMENT. SNK SHALL IN NO EVENT AND FOR NO CAUSE WHATSOEVER, INCLUDING ANY BREACH OR DEFAULT BY SNK, OR BY REASON OF AN SNK TECH MOVING OR REMOVING, WORK PIECES, FIXTURES, TOOLING OR OTHER PROPERTY IN CONNECTION WITH SERVICE WORK, BE RESPONSIBLE FOR DAMAGES OF THE PERTINENT ITEM OR ITEMS OF EQUIPMENT OR FOR THE COST OF PROCUREMENT OR INSTALLATION OF SUBSTITUTE GOODS BY BUYER.

  7. OSHA and Electric Codes: The parts or equipment covered by this Service Estimate do not necessarily comply with codes or standards unless specifically quoted, ordered and so accepted. When compliance with OSHA is provided, it is based on SNK's understanding of the construction standards in effect at the time of acceptance only. Complete compliance with OSHA, and particularly regarding point of operation guarding is the responsibility of Buyer and not SNK.


  8. Patent Indemnity: SNK agrees to hold Buyer harmless against any claim of infringement of any U.S. patent in any parts or equipment delivered in connection with this Service Estimate; provided, that SNK is immediately notified in writing upon receipt by Buyer of notice of such claim, and SNK is allowed to make changes in the parts or equipment delivered in connection with the services provided hereunder, for the purpose of avoiding infringement, it being agreed that the obligation above set out is the only obligation of SNK with respect to any claim of patent infringement.


  9. Confidential Information: Buyer agrees that it shall keep strictly confidential all information regarding this Service Estimate and all materials and information that Buyer receives as a result of its dealings with SNK (collectively, the “Confidential Information”), and Buyer will disclose such Confidential Information only to those of its employees and representatives who need to know such Confidential Information, and shall advise such persons of the confidential nature of the Confidential Information and the restrictions on its use. Buyer shall not make or permit the disclosure, release or publication of any Confidential Information to any other person or use such information for the benefit of any other person. Buyer agrees that the Confidential Information is proprietary to SNK. Buyer shall treat the Confidential Information with at least the same care as it treats its own proprietary or confidential information, but in no event less than reasonable care.


  10. Force Majeure: SNK does not assume responsibility for delays in the performance of services or shipment of parts set forth in this Service Estimate caused by fires, labor disputes, delays and interruptions in and failure of sources of materials, supplies, equipment and labor, war, actions of governmental authority, acts of God, unavailability of transportation facilities, or other circumstances not reasonably within SNK’s control. If any event of force majeure occurs, SNK may allocate services, production and deliveries in any reasonable manner and may include in such allocation any regular customers, whether or not then under contract, as well as SNK’s own requirements. If, as a result of such event of force majeure, SNK’s performance is delayed by more than three (3) months, the prices set forth herein shall be subject to appropriate adjustment by SNK. Buyer’s acceptance of delivery of the performance of any services by SNK or any parts shall constitute a waiver of any default due to delays in the delivery of such services or parts.


  11. Delegation and Assignment; Governing Law and Jurisdiction: Buyer shall not delegate or assign any duties or claims under the sales order without SNK’s prior written consent and any attempt to so delegate or assign shall effect, at SNK’s sole discretion, a cancellation of all of SNK’s obligations hereunder. All provisions of these General Terms and Conditions are in all respects to be governed and controlled by the laws of the state of Illinois without giving effect to any choice or conflict of law rules or principles that may result in the application of the law of any jurisdiction other than the State of Illinois.


  12. No License: Nothing contained herein, nor the fact of Buyer’s purchase of any services, parts or equipment from SNK, shall be construed to confer upon Buyer or its affiliates, customers or representatives any license under any patent or any other proprietary rights of SNK, except the right to use any such parts or equipment for the purpose for which it is sold to Buyer.