General Terms and Conditions of Sale

  1. Contract Formation.
    • 1.1 Offer. Somerset Welding & Steel, Inc., d/b/a J&J Truck Bodies and Trailers, and J&J Truck Equipment (the “Seller”), by providing a proposal, quote, or other communication regarding its provision of goods and/or services (the “Proposal”) constitutes an offer for the sale of goods (the “Goods”) or the provision of services (the “Services”) and includes all of the terms and conditions contained herein (the “Terms and Conditions”).
    • 1.2 Acceptance. Any purchase order, payment, or other form of acceptance by the Buyer in response to a Proposal from Seller shall result in a contract for the purchase of the Goods and/or Services at the price quoted in the Proposal and subject to these Terms and Conditions. Unless Buyer shall have set forth each specific objection to these Terms and Conditions in a separate writing signed and dated by Buyer and delivered to Seller contemporaneously with Buyer’s purchase order or other acceptance document, Buyer shall be deemed to have accepted all of these Terms and Conditions
    • 1.3 Different Terms. Unless expressly accepted in writing by Seller, additional or differing terms or conditions proposed by Buyer or provided by Buyer are rejected by Seller and have no effect.
    • 1.4 Entire Agreement. The Proposal and these Terms and Conditions constitute the entire understanding and agreement (the “Contract”) between Buyer and Seller. This Contract integrates, merges, and supersedes all prior offers, negotiations, representations, agreements, and understandings concerning the subject matter hereof. Any representation, promise, course of dealing, course of performance, custom or trade usage, oral or otherwise, – will not be binding upon either party. This Contract may not be amended or modified except by a writing executed by both parties.
  2. Delivery of Goods and Performance of Services. Subject to these Terms and Conditions, Buyer agrees to buy, and Seller agrees to sell, the Goods and/or Services for the purchase price specified in the Proposal.
    • 2.1 Date. Unless otherwise specified, Goods will be delivered in a reasonable time after receipt of Buyer’s purchase order. Any delivery date stated in the Contract is approximate only and shall no constitute any guarantee of delivery on any particular date. Time shall NOT be of the essence of the Contract. Seller shall not be liable for any delays, loss, or damage in transit.
    • 2.2 Terms. Unless otherwise specified in Seller’s Proposal, delivery of Goods shall be Ex Works Seller’s production facility 10558 Somerset Pike, Somerset, PA 15501; 422 Riggs Road, Somerset, PA 15501; or 115 Elizabeth Street, Cumberland, MD 51502 (Incoterms 2020), as applicable.
    • 2.3 Freight. Notwithstanding Section 2.2 above, Seller may arrange for carriage of the Goods. Buyer shall be solely responsible for the cost of carriage of the Goods.
    • 2.4 Risk of Loss; Title. Risk of loss shall pass from Seller to Buyer in accordance with the delivery terms applicable to this Contract as specified in Section 2.2 above. Title to Goods shall pass from Seller to Buyer upon passage of risk of loss.
    • 2.5 Performance of Services. Seller shall use reasonable efforts to meet any performance dates to render Services as specified in the Contract, although any such dates shall be estimates only. Buyer shall promptly cooperate with Seller in all matters relating to the Services as may reasonably by requested by Seller.
    • 2.6 Delay. Seller shall not be responsible to Buyer or any third party for any damages resulting from any failure or delay in manufacturing or shipping the Goods or performing the Services due to any cause beyond Seller’s reasonable control.
  3. Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this Contract is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Contract or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent
    arising directly or indirectly from such prevention or delay.
  4. Price and Payment Terms. Buyer shall pay the price set forth in the Proposal for the Goods and/or Services. All prices are exclusive of all sales, use, and excise taxes, or any other similar taxes or duties of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall pay the invoiced amount due, including the purchase price, all applicable taxes, freight charges, and all other applicable charges in full, in U.S. Dollars, without any deduction for claims, set-offs, or recoupment on account of this Contract or any other matter between the parties, within 30 days of receiving Seller’s invoice. Buyer shall pay interest on all late payments at the lesser or the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. Seller shall be entitled to suspend delivery of any Goods or performance of any Services if Buyer fails to pay any amounts when due hereunder.
  5. Limited Warranties. The sole and exclusive warranties of Seller are contained in Seller’s “Manufacturer’s Limited Warranty” statement and claim procedures, which is hereby incorporated by reference in full. Buyer shall be provided a copy of the Manufacturer’s Limited Warranty.
  6. Limitation of Liability.
    • 6.1 Exclusion of Certain Damages. In no event shall Seller be liable to Buyer or any third party for any loss of use, revenue, or profit; cost to cover; or for any consequential, indirect, incidental, special, exemplary, or punitive damages for any claim arising out of or related to the Contract or performance thereof, whether arising out of breach of warranty, contract, tort (including negligence), strict liability, indemnity, statutory liability, or otherwise, regardless of whether such damages were foreseeable and whether or not Seller has been advised of the possibility of such damages, and notwithstanding the failure or any agreed or other remedy of its essential purpose.
    • 6.2 Limitation on Amount. Notwithstanding any other provision of this Contract, the total liability, in the aggregate, of Seller and Seller’s employees, officers, directors, representatives, affiliates and agents to Buyer or any third party claiming through or under Buyer for any claims, losses, damages, or costs arising out of or relating to this Contract, or the performance or breach thereof, shall not exceed the total consideration received by Seller from Buyer for Goods and Services under this Contract. This Section 6.2 shall apply regardless of whether the claim is characterized as arising out of breach of warranty, contract, tort, strict liability, statutory liability, indemnity or otherwise.
      6.3 Independent Covenants. The individual limitations of remedies and liability contained in the clauses of Sections 6.1, and 6.2 are each independent covenants. In the event any one such limitation fails of its essential purpose or is otherwise unenforceable, the remaining limitations shall continue to apply, remaining in full force and effect.
  7. Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Contract; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  8. Credit Verification. Seller reserves the right to perform a review of Buyer’s creditworthiness following acceptance of Seller’s Proposal by Buyer. Notwithstanding any other provision of this Contract, Seller shall not be obligated to perform the Contract if Buyer’s creditworthiness is unsatisfactory to Seller, in Seller’s sole discretion. In such case, Seller shall not be obliged to proceed with the performance of this Contract, and Seller may cancel this Contract at any time without any liability to Buyer, unless and until the Buyer shall have agreed to such terms of payment and such security therefor as is satisfactory to Seller, in Seller’s sole discretion.
  9. Waiver. No waiver by Seller of any of the provisions of this Contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Contract operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  10. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Contract, for any failure or delay in fulfilling or performing any term of this Contract (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted
    party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Contract; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 20 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 20 days following written notice given by it the other party may thereafter terminate this Contract upon 14 days’ written notice.
  11. Dispute Resolution; Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Contract shall be instituted in the federal courts of the United States of America located in Johnstown, Pennsylvania, or the courts of the Commonwealth of Pennsylvania located in the Somerset, Pennsylvania, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  12. Governing Law. This Contract and all matters arising out of or relating to this Contract shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to any applicable principles of conflicts of law which would direct the application of the laws of another jurisdiction.
  13. Assignment. This Contract may not be assigned by Buyer without the written consent of Seller.
  14. Severability. If any term or provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.
  15. No Third-Party Beneficiaries. This Contract is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
  16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  17. Recovery of Expenses. Seller shall be entitled to recover from Buyer all costs and expenses (including, but not limited to, reasonable attorney’s fees) which are incurred by Seller in enforcing its rights under this Contract, including, but not limited to, the recovery of any amounts owed by Buyer to Seller under this Contract.
  18. Amendment. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

1899036.3