Heartland Quotation Terms and Conditions of Sale

Terms of Agreement; Quotation:

The Quotation represents an oﬀer by Heartland (“Seller”) to supply goods, services, or both, as described on the Quotation on the terms and conditions set out herein (“Terms and Conditions”). The Quotation includes these Terms and Conditions, all terms, documents attached to or expressly stated or incorporated in the Quotation, and any Change Orders to the Quotation made in accordance with these Terms and Conditions. Seller may withdraw the Quotation at any time before it is accepted by Purchaser. The Quotation expires 30 days after the date hereof unless stipulated diﬀerently on the Quotation. The Quotation does not apply to subsequent orders from Purchaser for the same goods or services or both unless the Quotation provides for successive purchase orders for a defined eﬀective term of the Quotation.

Seller Acceptance; Purchase Order:

Purchaser accepts a Quotation and consents to these Terms and Conditions by giving Seller written notice of acceptance of the Quotation, by submitting a Purchaser Order by Purchaser’s authorized signatory or representative, or by Purchaser’s receipt and acceptance of goods and services or both from Seller. All orders by Purchaser are subject to credit approval and Seller’s Order Acknowledgement as provided herein.

No additional or diﬀerent terms or conditions of Purchaser, whether included in a Purchase Order or other document of Purchaser, will be binding upon Seller unless specifically agreed to in writing by an authorized representative of Seller. Seller objects to any such additional or diﬀerent provisions contained in any Purchase Order or other communication received from Purchaser unless expressly acknowledged by Seller in writing. If there is any conflict or inconsistency whatsoever between the Quotation and a Purchase Order or other document of Purchaser, the Quotation governs. No consideration has been given to Seller for terms and conditions other than as found therein.

Order Acknowledgement:

A Purchase Order will not be binding on Seller until Seller issues an Order Acknowledgement which shall supersede such Purchase Order. Any requested modification to an order after an Order Acknowledgment is issued by the Seller is subject to the approval of Seller. No acknowledged order may be cancelled or altered by Purchaser except upon Seller’s written consent in accordance with these Terms and Conditions. Purchaser agrees to pay all additional charges resulting from order modifications, cancellations, and changes.

Supply of Goods and Services:

Seller hereby agrees to sell to Purchaser the goods, as described on the Quotation. Seller warrants and represents that it has good title to the goods, and the full right and authority to sell the goods to the Purchaser. Seller shall perform all services as described on the Quotation in accordance with the usual and customary procedures and skill level utilized in the in the industry. Seller may subcontract or assign any part or all its rights and obligations pursuant to the Quotation, without the consent of Purchaser. Seller remains liable for performance of all its obligation hereunder notwithstanding any such subcontract or assignment.

Shipping:

All goods are considered ownership of Purchaser upon delivery of the goods to Purchaser, its agent, or a carrier for shipment to Purchaser, whichever delivery first occurs. Seller at its own expense shall pack the goods for domestic shipment. Purchaser shall pay Seller its reasonable costs for special domestic or export packing. All shipments are F.O.B. Seller’s warehouse in McHenry, Illinois unless otherwise specified in the Quotation. Purchaser shall pay all insurance charges and related taxes and duties unless otherwise specified in the Quotation. Seller may deliver the goods in installments. If Purchaser does not specify the routing and method of shipment, Seller shall ship by a common carrier of Seller’s choice. Seller is not liable for any delays in delivery, non-delivery or damage or breakage during delivery atier Seller has delivered the goods to Purchaser, Purchaser’s agent, or a common carrier.

Storage of Equipment:

In the event that Seller stores any goods or equipment (as outlined in the Quotation) at its facility on behalf of the Purchaser, (at the Purchaser’s risk), the Purchaser will be contacted to set up a delivery date. All insurance on the goods and equipment shall be the sole responsibility of the Purchaser. Upon placement in storage (at Seller’s facility or elsewhere), the goods or equipment shall be deemed to have been delivered to the Purchaser and any payment milestones triggered by delivery or readiness to ship shall be due and invoiced subject to the payment terms in the Quotation.

Product Returns:

Unless otherwise specified on the Quotation, Seller will accept qualified and conforming products for exchange or return within 30 days of the original purchase date. To qualify for return all products require a Return Authorization (RA) number prior to being returned, must be 100% complete, in the same condition as when sold, and in the original packaging as provided.

Price:

Purchaser agrees to pay for all goods and services as provided in the Quotation and invoiced by Seller. The prices quoted do not include taxes, duties or any other charges of any kind levied by any governmental or regulatory authority on the prices or any part of them, or freight/additional charges as set forth herein, all of which are the responsibility of and shall be paid by Purchaser.

Payment Terms:

Except as provided otherwise in the Quotation, Order Acknowledgment, or an applicable MSA or Statement of Work issued by Seller, all Invoices are to be paid in advance of shipping and/or rendering of services unless Purchaser has established credit terms with Heartland. A monthly service charge of the lesser of 1.5% or the maximum permitted by law will be assessed on all unpaid balances afier such date. In the event of any dispute, payment may not be withheld on the undisputed amount of an Invoice. If Purchaser issues a Purchase Order or other document respecting its obligations to pay any sum set forth herein, the terms and conditions of that Purchase Order or other documents do not supersede, amend, or vary the terms and conditions of the Quotation, even if a copy of the purchase order is executed by Seller to facilitate payment of the charges pursuant to the Quotation.

At HEARTLAND’s election, CUSTOMER may make payments under this contract through the Automated Clearing House (ACH) network. ACH payments can be made through US banks only. Every ACH payment made by CUSTOMER shall include a remittance advice emailed no later than two (2) days after making payment to the remittance address in the contract. The remittance advice shall include at least the following information: CUSTOMER’s name, address, HEARTLAND’s (payee) name, address, and contact details, date of remittance advice issue, date payment is made if diﬀerent from the remittance advice date, payment amount, invoice number and date of issue, and CUSTOMER bank transfer reference number. CUSTOMER shall not make any changes to HEARTLAND’s remittance email address, designated payment account, or other payment information without prior written direction from HEARTLAND’s authorized representative under this contract. CUSTOMER assumes all liability for uncompleted or erroneous transfers caused by CUSTOMER’s negligent or incorrect use of HEARTLAND’s payment information, and remains responsible for making correct payments, recovering any erroneously directed funds, and payment of any costs, expenses, or fees resulting from failed ACH transfers.

Freight/ Additional Charges:

Unless otherwise noted, all applicable freight, fuel surcharge fees, carton charges and handling charges are not included in the Quotation and will be invoiced by Seller to Purchaser as a separate line item after the transportation fees and charges are invoiced by the carrier. If Purchaser does not specify a carrier for or mode of shipment/delivery in a Purchase Order, Seller shall have sole discretion to select carrier and mode of shipment/delivery. Regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by Purchaser.

Taxes / Permit Fees:

Any tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Purchaser shall be paid by Purchaser in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Purchaser shall reimburse Seller for such, or in lieu of such payment, Purchaser shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the same. Should Seller, in its sole discretion, determine that the exemption document provided by Purchaser does not clearly meet the requirements of the authority imposing a tax, Purchaser hereby agrees to pay such tax in full.

Delay:

Each delivery date stated on a Quotation is Seller’s best estimate based on the information known as of the date of the Quotation. Seller will use commercially reasonable eﬀorts to achieve the delivery dates stated on the Quotation. In the event of delays in the delivery goods or supply of services or both, Seller is not liable to Purchaser for any damages of any type whatsoever, including aggravated, consequential, indirect, or punitive damages. In the event of delay resulting from an event of Force Majeure, the parties have the additional remedies provided in the Force Majeure provision.

Force Majeure:

Seller is not liable for any delay or failure to perform any of its obligations pursuant to the Quotation by reason of any event beyond its control, including an Act of God, pandemic, epidemic, quarantine, state of emergency, war, revolution, insurrection, rebellion, civil commotion, riot, terrorism, act of a public enemy, sabotage, labor dispute or strike or lockout or slowdown, explosion, fire, flood or storm or other natural catastrophe, equipment failure, power or other utility failure, embargo, law or ordinance or regulation, or Seller’s, or its supplier’s or manufacturer’s, inability to obtain or produce suﬃcient, suitable or timely goods, labor or materials, If an event of Force Majeure prevents Seller from performance of its obligations for a period of less than 90 days, then Seller’s performance of its obligations is suspended for the period of Force Majeure and the delivery dates for goods are deemed extended by the period of Force Majeure. If an event of Force Majeure prevents Seller from performance of its obligations for a period of 90 days or more, then Purchaser may give written notice to Seller of termination, whereupon the Quotation is deemed terminated as if terminated by Purchaser pursuant to the Optional Termination provisions, but Purchase is not obligated to pay the 10% damages required to be paid pursuant to those provisions.

WARRANTIES:

SELLER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED WITH RESPECT TO ANY PRODUCT, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE.

LIMITATION OF LIABILITY:

IN NO EVENT WILL SELLER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, CLAIMS, OR LOSSES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOST OPPORTUNITIES) RESULTING FROM OR RELATED TO THE USE, MISUSE, PURCHASE, OR SALE OF ANY OF SELLER’S PRODUCT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT FORESEEABLE, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Stoppage:

Seller may stop work at any time and withhold the supply of goods or services or both to be performed pursuant to the Quotation if any payment due from Purchaser to Seller is not paid to Seller by its due date. If Seller exercises this stoppage right, the Quotation is deemed terminated pursuant to the Optional Termination provision set out below and Purchaser shall forthwith pay Seller all amounts required to be paid by Purchaser pursuant to that provision.

Default and Termination:

Either party may terminate the Quotation in part as to goods or services specified by the terminating party, or in full, at any time by written notice to the other party if: (1) the other party does not cure a breach of this agreement within 30 days after receipt of written notice of breach from the party giving notice; or(2) prior to completion of supply of goods or services or both, the party receiving notice becomes insolvent, assigns itself or is petitioned into bankruptcy or a receiver is appointed over any part or all of its business or other similar action taken in respect of the party receiving notice.

If Purchaser terminates the Quotation pursuant to this clause, Purchaser shall forthwith pay Seller all amounts required to be paid by Purchaser under the Optional Termination clause, except the 10% damages amount. Purchaser releases all claims it may have against Seller as a result of Seller’s breach and the termination. If Seller terminates the Quotation pursuant to this clause, Purchaser shall pay to Seller all amounts which Purchaser is required to pay under the Optional Termination clause, plus any additional damages, of any nature, which Seller has suﬀered as a result of Purchaser’s breach.

Optional Termination:

The Quotation may be terminated by Purchaser at its option, in whole or in part, at any time by written notice to Seller. Upon such termination, Purchaser shall pay Seller the price of all goods and services which have been delivered or provided pursuant to the Quotation, including work in progress in proportion to the total work to be performed under the Quotation, as reasonably determined by Seller, and all materials ordered by Seller for the performance of the Quotation plus any penalties or charges from suppliers. Purchaser shall also pay Seller an amount equal to 10% of the total price of the Quotation, which the parties hereto agree is a genuine, reasonable pre-estimate of the loss of profit and damages suﬀered by Seller as a result of this termination and not as a penalty. Upon payment pursuant to this clause, Seller releases all other claims it may have against Purchaser arising from the termination. If Purchaser incorrectly terminates the Quotation for breach, such termination is deemed to be a termination under this clause.

Patents:

Seller warrants and shall ensure that all goods supplied pursuant to the Quotation do not infringe any patent, trade secret, copyright, trademark, or other intellectual property right of another party in Canada or United States. Seller shall hold harmless and indemnify Purchaser against any claim or legal action brought against Purchaser alleging that any goods supplied by Seller hereunder infringe any patent, trade secret, trademark, or other intellectual property right. Seller shall defend any such claim or action and pay all costs and expenses arising therefrom. This provision does not apply to any goods manufactured to Purchaser’s designs and specifications where such designs and specifications form the basis of the claim or action, in which case, Purchaser shall indemnify and hold harmless Seller against all claims and legal actions brought against Seller alleging that any goods supplied by Seller hereunder infringe any patent, trade secret, copyright, trademark or other intellectual property right. Purchaser shall defend all such claims and actions and pay all costs and expenses arising therefrom.

Confidentiality:

If Seller generated or supplied the designs for any goods to be supplied pursuant to the Quotation, then the Quotation and such designs, including all drawings, intellectual property, specifications, and information relating to them, are confidential and the property of Seller. Purchaser shall use such confidential materials only as required to operate and maintain the goods. Purchaser shall not disclose any confidential materials without the prior written consent of Seller, which may be arbitrarily withheld. Purchaser shall give such other assurances and enter into such additional secrecy agreements as Seller may require.

If Purchaser generated or supplied the designs for any goods to be supplied pursuant to the Quotation, then such designs, including all drawings, specifications and information relating to them, are confidential and the property of the Purchaser. Seller shall use such confidential materials only as required to manufacture the goods. Seller shall not disclose any confidential materials without the prior written consent of Purchaser, which may be arbitrarily withheld. Seller shall give such other assurances and enter into such additional secrecy agreements as Purchaser may require. Upon completion of manufacture of goods based on Purchaser’s design, Seller shall upon request return to Purchaser all drawings, specifications and information supplied by Purchaser respecting those goods. If no request is received within 30 days after delivery of goods, Seller may destroy Purchasers drawings, specification, and other material.

The confidentiality obligations stated above do not apply to information which (i) is in the public domain; (ii) was known to the recipient prior to the Quotation; (iii) was disclosed to the recipient by a third party and without violating any obligations of confidentiality or non-disclosure; (iv) was independently developed by the recipient or (v) is required to be disclosed by law, government, regulatory authority or court. These Confidentiality provisions indefinitely survive the termination or completion of the supply of goods and services pursuant to the Quotation.

Limit of Liability:

Under no circumstances will Seller be liable for damages or costs of any nature in a dollar amount above the value of any contract arising from the Quotation should they be selected as the successful vendor. Neither party is liable for any aggravated, indirect, consequential, punitive, or special damages, including loss of profits or loss of anticipated profits, however arising and sustained by the other party in the performance, purported performance or non-performance of the Quotation.

Miscellaneous.

No waiver by either party of the full and strict performance of any obligation of the other party pursuant to the Quotation is eﬀective unless in writing. All post-delivery obligations and indemnities survive any termination of the Quotation. Purchaser may not assign its rights and obligations under the Quotation without the prior written consent of Seller, which may be arbitrarily withheld. Consent to assignment does not release Purchaser from its obligations under the Quotation. All notices required or permitted to be given under the Quotation are properly given in writing and delivered by whatever means to the parties at their address shown in the Quotation. Notices are deemed received only upon their actual arrival at the addressee’s address or email address. Either party may change its address or email address upon reasonable advance notice to the other party. A Quotation is binding upon and ensures the benefit of the parties hereto and their successors and permitted assigns.

Indemnification:

Purchaser shall indemnify Seller against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys fees and other costs of defending any action) which Seller may incur as a result of any claim by Purchaser or others arising out of or in connection with the products and/or services sold hereunder and based on product or service defects not proven to have been caused solely by Seller’s negligence.

Governing Law / Attorney’s Fees:

These Terms and Conditions shall be governed by the laws of the State of Illinois (without regard to conflict of laws provisions). The parties agree that any action or proceeding to enforce or arising out of this Agreement shall be commenced only in state courts located in McHenry County or federal courts located in the Northern District of, Illinois, Western Division. The parties consent to such jurisdiction, agree that venue will be proper in such courts and waive any objections based upon forum non conveniens. Purchaser shall reimburse Seller for all reasonable attorneys’ fees and collection costs incurred by Seller to enforce its rights against Purchaser under a Quotation.

Entire Agreement:

The Quotation, upon acceptance by Purchaser, constitutes the entire agreement between the parties on the subject matter of the Quotation; there are no other agreements, undertakings, representations, warranties, covenants, conditions, terms or reservations, oral or written, between seller and Purchaser respecting the subject matter of the Quotation. The quotation supersedes all previous quotations for the same subject matter from Seller and all purchase orders and terms and conditions from Purchaser.

Credit:

The undersigned hereby authorize(s) Heartland to charge my credit card above for agreed upon purchases. I understand that my information will be saved to file for future transactions on my account. I also understand that a 3% service fee will be assessed to any purchase made using my credit card. Cardholder is responsible for informing Company of any changes in the above information and acknowledges that they will continue to be liable for any such rejected or any unpaid charges. This authorization will remain in effect until cancelled. I understand this authorization may be cancelled at any time by contacting Heartland’s finance department. The cardholder will continue to be liable for any invoices due and pending as such termination. I certify that I am an authorized user of this Credit Card and will not dispute these scheduled transactions.