REPLACEMENT PARTS POLICY
AND
STANDARD TERMS AND CONDITIONS OF SALE OF PARTS

The following document outlines Cranston’s standard policy and terms and conditions of sale for spare parts.  This document shall be a part of any proposal and subsequent sale of replacement parts provided by or for Cranston Machinery Co., Inc., its divisions or subsidiary hereafter referred to as Cranston, whether the equipment be purchased directly from us or our Agent, Representative or Dealer.  "Customer” as used herein includes not only the purchaser, but also the representative, agent, original equipment manufacturer and the user of  the replacement part..

1.         SALES

             Cranston will follow these policies and will cover the spare parts purchased from
             Cranston as detailed.

          A.  Cranston sells some parts through agents, dealers, distributors and original equipment manufacturers as detailed in each specific agreement or case.  Cranston will refer parts sales to those agents whenever the sale is clearly covered by an agreement.

          B.  Cranston’s terms and conditions, warranty and liability is clearly stated herein.  Any agent or dealer making additional or altered conditions of sale, promises of part’s life or availability, do so independently and are fully responsible for any conditions beyond or different then those included in this document.

          C.  Some customers request special terms and conditions.  Cranston will not accept customer terms unless it is a special situation and is confirmed in written form with specific exceptions noted to these standard Cranston terms and conditions. Shipment to customer is not an acceptance of customer requested terms and conditions; it is a response to customer needs.

2.         PART TYPES, NAMES AND NOMENCLATURE

            Cranston’s order desk handles orders for many things in addition to spare or
            replacement parts.

This document pertains only to “replacement or spare parts.”  (Other small tools, hooks and simple machines are covered by another specific document.  Cranston provides two types of parts, parts that are designed by and made by or for Cranston.  These parts are considered Cranston “proprietary” parts.  They will be listed with Cranston’s part name and part number.      Cranston also provides parts made by other manufacturers.  These parts are considered “commercial” parts.  These parts will be listed with Cranston’s stock number, followed by a name, the manufacturer’s description if required, and the manufacturer’s number.  Cranston cannot assure continued availability of these parts, but will when necessary make reasonable effort to locate and recommend replacement parts.

            Cranston will attempt to check the accuracy of each number, name and description.  In case of discrepancy, Cranston will attempt to confirm accurate description using the Cranston part number as the primary identifier.

            Customers have products of different models and vintage, many were custom designed.  Cranston will use the Cranston number as primary identifier and cannot confirm the suitability of any part.  We will provide what is ordered.  Cranston’s records are based on the original equipment parts lists and manuals. Revision numbers do not always appear in part numbers.  Cranston will provide reasonable research to confirm actual part requirements when necessary.

            No other part or stock numbers will be detailed on quotations, acknowledgments, packing slips or invoices.

3.         AVAILABILITY

            Cranston inventories proprietary parts that are often required; other parts will be acquired or manufactured as ordered.

            Parts shipments of inventoried parts will be scheduled for shipment within three working days of order when available.

            Special expediting will be provided by Cranston when requested  and may be added expense to the customer if it requires manufacturing or special handling.

            Special ordered and unavailable stocked items will be back ordered and sent in a later shipment unless the customer requests we hold the shipment or clearly specifies “no partial shipments”.  In those cases, all parts will be shipped later when all parts are available. Availability is first ordered, first shipped, however, an emergency reserve quantity on a few critical parts will be reserved for emergencies only.

4.         INQUIRIES, ESTIMATES AND ACKNOWLEDGMENTS

            A.        Cranston welcomes inquiries to confirm availability, estimated ship date, price and estimated freight, costs and delivery time.

            B.        Estimates are Cranston’s best guess on availability and freight costs.  Estimated delivery time may be adjusted as it is subject to availability at time of order.  Prices quoted on estimates are firm unless specifically noted as an estimate for a special part not stocked or subject to special manufacture.

            C.        Orders are preferred in written form (mail or fax).  Verbal orders will be accepted from established customers.

            D.        When requested, orders are acknowledged and prices and delivery time are confirmed.

            E.        Correspondence will be returned via facsimile where possible.  Others will be on same media as received unless requested otherwise.

5.         PRICES

            A.        Cranston reviews inventoried proprietary parts prices in November and May. When necessary, prices may be changed at any time and are subject to change without notice.  Any part price that is listed on an order acknowledgment will be firm.

            B.        Prices are Ex-works Cranston Machinery.  Shipments will be made freight collect unless other arrangements are agreed in advance.  Brokerage fees are the customer’s responsibility.

            C.        Prices are stated in U.S. dollars unless listed otherwise, and do not include any excise, sales, use or property taxes, export or import duties or other taxes of any taxing authority.  Charges are subject to increase equal to the amount of any tax we may be required to collect and pay.  Such amount will be payable when invoiced.

            D.        Minimum order is established at $50.00 U.S. dollars for actual parts per order.

6.         INVOICES, STATEMENTS AND SHIPPING DOCUMENTS

Cranston will invoice in single form within one working day of each shipment unless there is special circumstances that delay the invoice.

            The customer is expected to pay from the invoice.  Cranston does not send monthly statements unless account is past due.

            Invoices will include mail, courier and other freight charges whenever possible, however, some freight billings to Cranston are delayed.  If so, a second invoice shall be sent to the buyer.

            Shipping documents are provided with each shipment.  Normal NAFTA, export documents, etc. are available.  Cranston will make every effort to assure the accuracy of documents, however, we cannot accept liability claims caused by delays.  Freight forwarders will be used when necessary or instructed.  Cranston will determine the forwarder unless the customer makes previous arrangements.

            Special instructions will be considered and must be in written form with special forms and instructions, if required.  Ground or surface carriers will be used unless specifically requested or previously arranged.

7.         TERMS OF PAYMENT

            A.         ORDERS LESS THAN $15,000

                        Terms of payment are net thirty (30) days from date of invoice unless other terms are arranged in advance.

            B.         ORDERS OVER $15,000 Are subject to negotiation

            C.         Orders can be placed with either Visa or Mastercard when prearranged.

            D.        Accounts not paid within 30 days of invoice date are subject to a service charge of one and one-half percent (1-1/2%) per month on the unpaid balance due.

            E.         Accounts not paid within 45 days will be put on “credit hold.”

            F.         Accounts not paid within 60 days will be put on “shipment hold.”

            G.         Accounts over 90 days will be subject to collections.

            H.         C.O.D. may be required in the following cases:

                        ·           First time buyer without credit approval

                        ·           Account on credit hold

                        Prepaid collections may be required in the following cases:

                        ·           First time buyer

                        ·           Accounts on credit hold

                        ·           Orders over $15,000 may require deposit

             I.          Discounts are not offered and will be subject to above service charge
                         if deducted from invoice amount.

            J.         Credit verification may be required for first time, occasional buyers or customer experiencing payment delays, at which time we may require a financial statement or other financial information from the customer.  In some cases  we may require the utilization of a financing statement, security agreement or irrevocable letter of credit prior to shipment of the parts.

            K.        Any sale of parts shall be treated as made and as performed in the State of Oregon unless otherwise pre-agreed.

8.         CHANGES IN PART DESIGN OR MANUFACTURE AND PART NUMBER,
PAINT

            A.        As we constantly strive to improve our products, specifications and some parts are necessarily subject to change without notice.  We are not obligated to apply any change or improvement on parts previously manufactured and in stock.

            B.         Changes in design or manufacture of parts made at the request of the customer will be made at the expense and risk of the customer under terms to be mutually agreed.

            C.         PAINTING

                        Most Cranston equipment is originally painted per customer specification or color choice.  Cranston cannot keep all colors and types of paint in stock.  Some are no longer available.  Cranston will, therefore, provide painted parts with a typical enamel type coating as listed.

                                     1.         Most parts will receive a preliminary single coat of flat black
             enamel finish which will provide some protection until customer
             can appropriately paint them.  We recommend repaint before
             installation.

                                    2.         Some parts will be painted with primer and finish
                                                coated with enamel Safety Yellow.

                                    3.         Parts that need to be welded into place will be primed only.

                                    Cranston’s standard paint specification for equipment is available upon request.  Special painting requests will be considered and will be subject to special charges.

9.         PACKAGING

            A.         Individual Parts

                         Individual parts may be boxed or bagged.  Some are loose or unprotected.  Some parts will be marked with part number either marked on the part or tagged.

            B.         Packaging for Shipment

                        1.         Cranston will determine shipment packaging for each shipment unless prior arrangements are made with the customer.

2.         Orders for individual small parts are normally shipped in insulated paper envelopes (Jiffy bags).

                        3.         Corrugated cardboard boxes are normally used to group several parts from one order into one package.  Multiple orders will not be grouped unless requested.

                       4.         Wooden crates or skids are normally used for heavy, bulky or in export shipments requiring the extra security and durability.

                         5.        Marking on most envelopes, boxes or crates are normal and customary to the trade. Special marks are available when requested; if excessive, a special charge may be necessary.

                        6.        Many customers have requested that no plastic be used in packaging. We do not use Styrofoam, however, some commercial parts that are prepackaged may.

10.        SHIPMENT AND RISK OF LOSS

             A.       Cranston will ship most orders UPS unless specifically agreed otherwise, or unless too heavy or bulky, then Cranston will ship by truck.

             B.       We reserve the right to select the transportation carrier which we feel is the most appropriate to satisfy the order unless otherwise directed.

             C.       Customer assumes the risk of loss or damage after delivery to the carrier.  Claims for such loss or damage must be filed by the customer with the transportation carrier or other responsible party.

             D.       Cranston will, when requested, assist the customer in resolution of all delays or damage claims.

             E.       Claims for missing parts must be made within three working days from receipt.  Full description, photos, etc. are necessary to assure quickest response.  All packages are carefully prepared.  Missing or over count parts are very rare.  Please advise Cranston within three business day if count is incorrect.  We will review our files QC check and work with the customer to expedite suitable resolution.

11.      CANCELLATION AND RETURNS

            Orders may be canceled with written notice to Cranston’s parts order desk provided they are not already shipped and may be subject to cancellation charges.

            Normally stocked proprietary parts can be canceled before shipment without cancellation charges.  Commercial parts can be canceled without charge if Cranston has not taken delivery and Cranston’ supplier does not require cancellation fee, however, if Cranston is charged, Cranston will pass that charge on to the customer.

            Specially manufactured parts, sub-assemblies or kits, can be canceled if manufacture is not yet started or if special material is not yet purchased.  Manufactured parts that are in process when canceled will be stopped and all Cranston direct and indirect costs will be totaled.  Cranston will charge the customer cost plus a 30% margin and the part will not be shipped unless the customer requests us to ship the incomplete item.

            Returns shall be considered if within 60 days from shipment, only upon Cranston’s receipt of the unused returned part provided it is not damaged, rusty or abused. Cranston proprietary stocked parts shall be subject to a 20% restock charge.  Commercial parts shall be subject to the return charge that Cranston must pay to supplier plus a 10% handling fee.  Commercial parts must be returned in the same package or box complete with all instruction or data sheets the commercial supplier provides in the original box.  Specially manufactured proprietary or commercial parts are not subject to return.

12.       TECHNICAL SERVICE

            A.         Before the parts are placed in operation, caution should be taken to assure that the replacement part is correct and final equipment adjustments are made and the customer’s operating and maintenance personnel are instructed on removal and replacement.  See operator’s manual or contact our service department.

            B.         Owner's Manuals covering installation, operating and maintenance instructions and spare and replacement parts lists are furnished with most equipment.   Please refer to these manuals and try to keep them up-to-date  when modification or upgrades are made.  Additional copies of the original manuals may be purchased at a special charge if master detail is still available.  It is advisable to provide Cranston with the model and serial number of a machine when ordering spare or replacement parts.

13.       CAPACITIES, CODES, SAFETY REGULATIONS

            A.         Electrical components are available in many voltages, etc.  It is the customer’s responsibility to specify.  Hydraulic and pneumatic components comply with National Fluid Power Association and JIC Standards.  Many are rated for specific pressure and or flow.  The customer should always check for proper application before ordering and/or use.

            B.         Cranston cannot warranty that a replacement part complies with the Occupational Safety and Health Act of 1970 (OSHA) or other similar applicable federal, state or other governmental laws, ordinances, standards or regulations and we cannot be responsible for any damages which may result from non-compliance.  The customer assumes the full responsibility for compliance with OSHA and other federal, state and local laws, ordinances, standards and regulations in connection with the installation, maintenance and operation of the replacement part.

14.        PATENTS

            A.         Cranston shall defend litigation brought against the customer for alleged U.S. patent infringements concerning Cranston proprietary parts, however, we do not agree to defend infringement suits involving commercial parts not of our manufacture or to defend suits involving process patents.  Our obligation is limited to the value of the part claimed to be infringing.

            B.         Many of our products are protected by application pending or issued patents; patent status and data may not be identified on the replacement parts.

15.        GENERAL

            A.         Cranston’s terms and conditions supersede and shall survive and take precedence over all the provisions of the customer's purchase order or any similar document in conflict with these terms and conditions of sale.

B.         Cranston’s terms and conditions of sale, Cranston’s written warranty and  acceptance or acknowledge define our entire obligation with respect to any sale or use of our replacement parts.  No representation, promise or verbal warranty made by any Cranston employee or agent shall be binding upon Cranston or shall vary the terms and conditions hereof.

            C.         All information in Cranston’s quotations, acknowledgments or invoices are confidential and are prepared solely for the customer’s consideration to purchase Cranston replacement parts.  Transmissions of all or any part of the documents and information to others or use by the customer for other purposes is unauthorized without our written consent.

16.        LIMITED WARRANTY

            Cranston warrants the original equipment for the period stated in its documentation.

            A.         The Cranston proprietary parts are warranted against defective materials or workmanship,  when properly installed, operated and maintained for a period of 90 days from shipment.  Should we find the part to be defective in materials or workmanship within the equipment or machinery warranty period, we will repair or replace the defective part, free of charge, F.O.B. our plant, provided the defective part is, when appropriate and requested,  delivered to us at our plant or other location at our direction.  Our liability on the foregoing warranty shall in no event exceed the lesser of the value of the defective part or the cost of correcting or repairing the defect or replacing the defective part with a non-defective part or component.  All labor for dismantling, installation and adjusting costs and freight costs shall be borne by customer.

            B.         THE FOREGOING WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, expressed or implied, including any implied warranty of merchantability or fitness.  No Cranston employee, other than corporate officers, has authority to make any other warranty with respect to any part  or the performance thereof.

            C.         Cranston makes no warranty with respect to equipment, components and parts which were not manufactured by Cranston.  As an accommodation to the customer, we will assign to customer any warranty and all rights which Cranston may have arising out of warranties given us by the manufacturer of such commercial, components or parts.

            D.         The foregoing Limited Warranty shall be void and of no further effect if the part has been altered, misused, abused, neglected, improperly installed or removed, or damaged because of accident, inadequate or improper maintenance, sabotage, tampering, fire, explosion or any other cause not attributable to defective workmanship or material of the replacement part or any portion thereof, or if Buyer sells or transfers the equipment.

17.        LIMITATION OF LIABILITY

            Our liability is expressly limited to the repair or replacement of defective part as set forth in our Limited Warranty contained in Section 16.  We will not be liable to Buyer for consequential damages, or damages incurred by reason of loss of business, delay in delivery, profits or time, or of an interruption in or loss of use of the equipment, or of labor incurred in repairing or replacing any defective part or portion of the equipment or part thereof.