KENOSHA JOINT SERVICES – TERMS AND CONDITIONS OF THIS PURCHASE

1. INVOICES: All invoices, shipping notices, and bills of lading must be directed to the Kenosha Joint Services, 1000 55th Street, Kenosha, Wisconsin 53140, within twenty-four (24) hours after shipment, and must reference purchase order number or they will be returned to Vendor.

2. ACKNOWLEDGMENT: This purchase order must be promptly acknowledged by Vendor and an approximate delivery or commencement of service date provided.

3. CHANGES: This purchase order is expressly limited to the terms and conditions specified herein, which may not be changed except by a written instrument signed by an authorized representative of the Purchaser.

4. CANCELLATION: Purchaser reserves the right to cancel this purchase order, in whole or in part, if delivery is not made or service performed in accordance with its terms.

5. RETURN OF GOODS: Purchaser reserves the right to inspect and reject, and to return, at Vendor’s expense, goods delivered which do not conform to specifications or which are of inferior quality or workmanship (notwithstanding prior payment). In such event, Vendor shall pay transportation, both ways, and shall, at Purchaser’s discretion, replace any item, cancel purchase order, or provide refund where payment made.

6. TIME OF PERFORMANCE: TIME IS OF THE ESSENCES in filling this purchase order. Vendor is requested to notify the Administration Department of Purchaser if delivery cannot be made or service performed in accordance with the time specified in this purchase order or in any proposal accepted.

7. SHIPMENT AND PACKING: All goods are to be shipped F.O.B. the destination named on this purchase order. Goods shall be properly packed. Damaged goods will not be accepted. Packages are to be plainly marked with Vendor’s name and purchase order number. No charges over purchase price will be allowed for boxing, packing, crating, or shipping unless so noted.

8. PRICE: If price is omitted, or decreased subsequent to date of purchase order, it is agreed that Vendor’s price will be the lowest prevailing market price of Vendor at time of shipment or commencement of services. This purchase order shall not be filled at prices higher than specified herein unless approved by Purchaser.

9. EXEMPTION: Unless otherwise specified, the prices stated herein do not include sales or excise taxes. Purchaser is exempt from the payment of all Federal excise and Wisconsin sales taxes.

10. CASH DISCOUNT CALCULATION: Cash discount calculation will be computed either from the date of delivery and acceptance of goods ordered or the date of receipt of correct and proper invoices, prepared in accordance with the terms of our purchase order, whichever date is later.

11. VENDOR DEFAULT: In case of default by the Vendor, the Purchaser may procure the goods or services ordered from other suppliers.

12. PATENTS, COPYRIGHTS, AND TRADEMARKS: Vendor guarantees that any goods supplied under this purchase order will not infringe upon any patent, copyright, or trademark and Vendor agrees to defend, indemnify and hold harmless Purchaser and its officers and employees against any claim of infringement.

13. INDEMNITY: Vendor shall indemnify and hold harmless Purchaser and its officers and employees, from and against any liability, claims, damages, costs, or losses, including attorney’s fees and litigation expenses which they may incur, sustain or be required to pay, arising out of the action and performance or the Vendor under this purchase order.

14. ASSIGNMENT: This purchase order is not assignable without the written consent of an authorized representative of Kenosha Joint Services.

15. LAWS: Vendor shall comply with applicable Federal, State and local laws, rules and regulations in performing under this purchase order and shall not discriminate against any person or employee contrary to law.

16. DISBARMENT: Noncompliance with the terms and conditions of this purchase order shall be grounds for Purchaser to bar Vendor from providing quotations on new business.