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1. Inconsistent Terms.

These Terms and Conditions are a material part of the agreement between Buyer and Tennant Sales and Service Company, a Minnesota corporation and wholly owned subsidiary of Tennant Company, also a Minnesota corporation (hereinafter, collectively, “Tennant”), and supersede inconsistent terms and conditions in documentation submitted by Buyer to Tennant.

2. Price.

Unless otherwise stated in Tennant’s written quotation, prices are firm for 30 days from the date of Tennant’s written quotation and do not include shipping charges, federal, state or local sales, duties, use or excise taxes.

3. Payment.

Tennant’s standard is that payments are due NET 30, payable in United States Dollars, except for Canada, which is payable in Canadian Dollars. Credit terms may be withdrawn or changed at anytime. Orders may be suspended if an account is delinquent. Buyer will pay all costs of collection including reasonable attorneys’ fees and costs. Buyer has no rights of set-off.

4. Title.

For machines, accessories, parts and consumables, (hereinafter, collectively, “Products”) title will transfer to Buyer at the time of delivery to the carrier.

5. Product Alterations.

Tennant, if it deems necessary, may alter any Product’s specifications, design, drawings, manufacturing process, components, materials or location of manufacture or delivery in any way, at any time, without any notice to or approval from Buyer.

6. Changes and Corrections.

Clerical errors in Tennant’s quotations and invoices are subject to correction. Tennant may change the terms, conditions or pricing at anytime.

7. Shipping and Performance.

For machines and accessories, shipping terms for the United States are FOB Shipping Point, freight prepaid and added; shipping terms for Canada and Mexico are DDP. For parts and consumables, shipping terms for the United States are FOB Shipping Point, freight p; shipping terms for Canada and Mexico are DDP. For all other destinations, freight terms are specified on the Quotation or Order Acknowledgment form. Buyer must inspect and report all claims for shortages or incorrect charges within 10 days after Buyer’s receipt of that particular shipment. Tennant shall select the carrier. Tennant shall not be liable for damages or penalty for delay in delivery or for failure to give notice of any delay, and the carrier shall not be deemed to be an agent of Tennant. Tennant may make partial shipments. Tennant performance and shipping dates are approximate dates only. Requests for proof of delivery must be received in writing within 30 days after receipt of the invoice for the goods.

8. Limited Product Warranty.

Tennant’s sole and exclusive obligation to the Buyer for any Product made by Tennant and sold hereunder is Tennant’s standard manufacturer’s limited warranty, which will be provided upon request by Tennant Customer Service at 1-800-553-8033. All Product returns must comply with Tennant’s Return Materials Policy and be accompanied by Tennant’s Return Material Authorization.

9. Limited Service Labor Warranty.

Tennant’s sole and exclusive obligation to Buyer for any service labor provided by Tennant and sold hereunder is Tennant’s standard 30-day limited service labor warranty.

10. Limitation of Liability.

THE ABOVE-REFERENCED STANDARD LIMITED MANUFACTURER’S WARRANTY IS EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER REMEDIES. THESE ARE THE ONLY REMEDIES OF BUYER FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM. TENNANT’S TOTAL LIABILITY ARISING OUT OF THE SUPPLYING OF PRODUCTS, THE USE OF PRODUCTS, OR THE PROVISION OF SERVICE LABOR, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE SHALL NOT IN ANY CASE EXCEED THE COST OF THE GOODS SOLD FOR WHICH ANY CLAIM IS MADE. AND IN NO CASE SHALL TENNANT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES
BUYER AGREES TO INDEMNIFY AND HOLD TENNANT HARMLESS FROM ALL CLAIMS, DEMANDS, AND COSTS, INCLUDING REASONABLE ATTORNEY FEES, MADE BY THIRD PARTIES AGAINST TENNANT RELATING TO BUYER’S USE OR INSTALLATION OF THE PRODUCTS, AND TO PAY ANY COSTS AND EXPENSES INCURRED BY TENNANT TO ENFORCE BUYER’S OBLIGATIONS.

11. Indemnification.

Tennant shall indemnify, defend and hold Buyer harmless from and against any claim, demand, cause of action or liability for direct damage arising from its negligence or intentional misconduct in connection with its provision of Products or service labor to Buyer, subject to the above-noted limitations.

12. Insurance.

Tennant shall maintain Worker’s Compensation, Employer’s Liability, Auto Liability and General Liability and Casualty insurance coverage, as well as other coverage of a nature in accordance with, and in amounts commensurate with, standard industry practice. All policies are written by carriers with A.M. Best ratings of A- or higher. Tennant will only provide notice of changes to its insurance program in the event it ceases to maintain such coverage.

13. Rights in Intellectual Property.

All Tennant intellectual property in its goods and services belongs to and is the sole and exclusive property of Tennant.

14. Choice of Law, Jurisdiction, Disputes.

The validity, performance, construction and effect of this Agreement shall be governed by and construed under the laws of the State of Minnesota and the United States of America, without giving effect to the principles of conflict of laws. Tennant and Buyer agree to make a good faith attempt to settle any dispute arising under this Agreement without resorting to legal action.

15. Equal Employment Opportunity.

Tennant and Buyer agree to comply with all applicable provisions of Executive Order 11246, as amended, and its implementing regulations and all other applicable EEO Non-Discrimination Provisions of the State and Federal Order.

Required Notice To Employees.

For any sale related to a federally connected contract, Buyer must comply with the terms of Executive Order 13201, including the posting of the required notice to Buyer’s employees

16. Confidentiality.

Buyer and Tennant agree to hold confidential and not use, disclose or permit others to use any confidential information identified as such in writing or orally as confidential or information which either party knows or ought to reasonably know is confidential, proprietary or trade secret information of the other.

17. Assignment.

This Agreement is not assignable without the prior written consent of Tennant.

18. Force Majeure.

Tennant is not liable for any failure to perform, where, in Tennant’s sole judgment, such performance is commercially impracticable, or where such failure to perform is due to an act of God, act of governmental authorities, fire, earthquake, or other natural disasters, epidemics, labor dispute, shortages, accident, insurrection, war, terrorism, or other causes beyond the reasonable control of, or without the fault of Tennant or which would cause Tennant to incur unreasonable expense to avoid

19. Severability.

Either party’s failure to enforce any term or condition in this agreement shall not be construed as a waiver of any right available to either party hereunder.

20. Contacts.

For all inquiries, call Tennant Customer Service at 800-553-8033