Nitto Kohki U.S.A., Inc. (“NKUSA”)
Terms of Sale and Discount Schedule (“Terms of Sale”) for
Distributors of NKUSA Machine Tools and Power Tools (collectively “Merchandise”)
Effective January 1st, 2011
Purchase Orders:
Any provision in any purchase order or other documents submitted by Distributor
which is in addition to, inconsistent with or contrary to these Terms of Sale areobjected to, and shall be deemed amended or deleted as the case may be to the extent
of such inconsistent, additional or contrary provisions and these Terms of Sale shallgovern and control the rights and obligations of NKUSA and Distributor.
Non-Exclusive Appointment:
To the extent Distributor has been appointed a territory by NKUSA, Distributor
represents and warrants that (i) said appointment is on a non-exclusive basis; (ii)that additional distributors, representatives, resellers, NKUSA and others arepermitted to and may sell and market Merchandise into such territory; and (iii)
NKUSA may appoint other distributors, representatives, and resellers in said
territory at any time. Distributor acknowledges and agrees that by issuing anorder to NKUSA for Merchandise and/or by receiving Merchandise that Distributor’s
appointment, if any, by NKUSA as a distributor in a territory is on a non-exclusivebasis.
Payment Terms:
Net 30 days. A monthly service charge equal to 1.5% of invoice balance (18%annual rate), or the maximum rate permitted by law, whichever is less, will be added
to all invoices over 30 days, in addition to attorneys’ fees and costs.
Minimum Order:$25 list price.

Shipping and Freight Charges:•Machine Tools:
Freight charges will be added to invoice. Orders of seventy-five hundred
dollars ($7,500) or more (net distributor cost), will be shipped ground freight
prepaid using NKUSA’s choice of freight forwarder.

Orders of less thanseventy-five hundred dollars ($7,500) (net distributor cost), will be shipped
FOB shipping point.
•Power Tools:
Freight charges will be added to invoice.

NKUSA will pay shipping andfreight on power tool orders of $750 or more (net distributor cost).
Distributor will pay shipping and freight on power tool orders under $750
(net distributor cost).
Returned Goods Authorization:
All Merchandise returned to NKUSA must have a Returned Material Authorization
Number (“RMA”) issued by a NKUSA representative. Note: RMAs must be clearlymarked on Merchandise packaging and documentation. Only current catalog items
in new condition, which were delivered to Distributor within one (1) year or less of
the request for the RMA, will be considered for return; however, non-stocking
Merchandise are not subject to return. A minimum 25% restocking charge will apply
to all returns, unless an offsetting purchase order of equal or greater value is issued
against the RMA.
Shortage or Damage Claims:
All shortage or damage claims must be made within five (5) business days of receiptof Merchandise.
Commercial/Industrial Limited Warranty:
NKUSA warrants to the initial user only that Merchandise sold hereunder will be2

free from defects in material and workmanship (collectively, the “Warranty”). If
within a period of (i) one (1) year from the date of purchase by the initial user fromDistributor; or (ii) three (3) years from the date of delivery of the Merchandise to theDistributor, whichever comes earlier, the Merchandise does not conform to theWarranty, and the Distributor notifies NKUSA within ten (10) days in writing of first
becoming aware of such non-conformity, NKUSA will, at NKUSA’s sole option, repair
or replace without charge any Merchandise found to be defective in material orworkmanship. The foregoing Warranty is void if the Merchandise has beendamaged by or subjected to an accident or unreasonable use, neglect, abuse, misuse,
electrical failure or abnormal conditions, improper service, installation, maintenanceor operation, has been tampered with, altered, modified, repaired or reworked, or allother causes not arising out of defects in material or workmanship. Distributor
agrees to adhere to such Warranty with respect to the sale of Merchandise.
Distributor agrees that it will not make any other warranties or representations,either orally or in writing, to anyone on behalf of or in the name of Distributor and/orNKUSA. To obtain Warranty service, return the Merchandise, transportation
prepaid to NKUSA or its authorized service center. All Merchandise alleged to be
defective shall be accompanied by an original proof of purchase, confirming theoriginal date of purchase for said Merchandise.
NKUSA AND ITS SUPPLIERS MAKE NO WARRANTIES, GUARANTIES ORREPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THEMERCHANDISE, EXCEPT AS PROVIDED HEREIN AND NKUSA AND ITSSUPPLIERS EXCLUDE ALL OTHER CONDITIONS, WARRANTIES, ORREPRESENTATIONS OF ALL KINDS, EXPRESSED OR IMPLIED, STATUTORYOR OTHERWISE INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONSRELATING TO MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESSFOR A PARTICULAR PURPOSE. NKUSA AND ITS SUPPLIERS SHALL NOT BELIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, ORSPECIAL DAMAGES INCLUDING LOSS OF PROFITS SUSTAINED BYDISTRIBUTOR, ITS CUSTOMER, ANY END-USER OR BY ANY OTHER PERSONOR ENTITY DEALING WITH DISTRIBUTOR, ARISING FROM (I) ANY DELAY INDELIVERY; (II) IN CONNECTION WITH THE MERCHANDISE; OR (III)RESULTING FROM THE SALE, OR USE OF THE MERCHANDISE,REGARDLESS OF WHETHER ANY SUCH CLAIM IS ASSERTED ON ACONTRACT, TORT, STATUTORY OR ANY OTHER BASIS.
3THIS WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, EXPRESSED ORIMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESSFOR A PARTICULAR PURPOSE.
Prices and Taxes:
All prices and charges are exclusive of excise, sales, use, property or like taxes which
may be imposed by any taxing authority upon the manufacture, sale, use or deliveryof the Merchandise. If paid by NKUSA or if NKUSA is liable for the collection ofsuch tax, the amount thereof shall be in addition to the sale price for theMerchandise.
therefor.

Distributor agrees to pay all such taxes or to reimburse NKUSA

Force Majeure:
NKUSA shall not be liable for delay or failure to perform any of NKUSA’s obligations
hereunder by reason of circumstances beyond the reasonable control of NKUSA(“Events of Force Majeure”). Events of Force Majeure shall include without
limitation, accidents, acts of God, strikes or labor disputes, acts, laws, rules orregulations of any government or government agency, fires, floods, delays or failuresin delivery of carriers or suppliers, shortages of materials, and any other causebeyond seller’s control.
General Provisions:
The relationship between Distributor and NKUSA including the purchase and saleof Merchandise shall be governed and construed with and subject to the laws of theState of Illinois without regard to conflict of laws. The parties expressly excludeand opt out of the application of the United Nations Convention on Contracts for theInternational Sale of Goods. DISTRIBUTOR CONSENTS TO THE EXCLUSIVEJURISDICTION AND VENUE OF ANY COURT (FEDERAL OR STATE)SITUATED IN COOK COUNTY, STATE OF ILLINOIS AND WAIVES ANY AND
ALL OBJECTIONS TO LACK OF JURISDICTION, IMPROPER VENUE AND/OR
FORUM NON-CONVENIENS AND SHALL BRING ANY LEGAL PROCEEDINGSONLY IN A FEDERAL OR STATE COURT LOCATED IN COOK COUNTY,4ILLINOIS.
All terms, discounts and pricing are subject to change by NKUSA without priornotice.
Nitto Kohki U.S.A., Inc.
4525 Turnberry Drive, Hanover Park, IL 60133
Phone 630-924-9393・Fax 630-924-0303
Toll Free 800-323-8828
www.nittokohki.com・E-Mail info@nittokohki.com

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