g. Road Dept bridge material purchase

SALES ORDER Page 2 Wheeler Lumber, LLC 9330 James Avenue South Bloomington, MN 55431 Ph: (952)929-7854 or (800)328-3986 Fx: (952)929-2909 Email:info @wheeler-con.com Web:www.wheeler-con.com CONDITIONS OF SALE 1.ACCEPTANCE. Any quotation, if any, by Seller is merely an invitation for an offer from potential customer(s). All resulting customer offers(orders)are thus subject to acceptance at Seller's offices at the address shown on the face hereof, before any contract is formed. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ALL CUSTOMER OFFERS(ORDERS) RESULTING HEREFROM MUST INCLUDE ALL TERMS AND CONDITIONS PRINTED HEREON. 2. DRAWINGS AND SPECIFICATIONS-UNSAFE DESIGN- INDEMNITY. Material shall be fabricated in accordance with design drawings, specifications and detail drawings furnished or approved by Buyer unless otherwise stated on the face of this quotation. If the design drawings and specifications described herein are preliminary or incomplete, Buyer shall promptly furnish drawings and specifications which are complete,final, and bear necessary approval unless expressly agreed to by Seller. Seller assumes no responsibility for the accuracy,completeness,fitness or suitability of designs, drawings or specifications furnished or approved by Buyer, and Buyer agrees to indemnify, defend, and hold Seller harmless against any liability arising or alleged to arise from Seller's compliance therewith, including but not limited to liability for patent infringement. 3. LIMITED WARRANTIES.THERE ARE NO UNDERSTANDINGS,TERMS, CONDITIONS, OR WARRANTIES NOT FULLY EXPRESSED HEREIN. Seller warrants title to and freedom from encumbrance of the products sold hereunder, and Seller warrants that products bought on the basis of the description thereof, as appears or as referred to on the face hereof,are of merchantable quality. Seller makes no other warranty whatever,express or implied. all implied warranties of merchantability and all implied warranties of fitness for any particular purpose which exceed or differ from the warranties herein expressed are disclaimed by Seller and excluded from agreement. 4. LIMITATION OF BUYER'S REMEDIES. Seller's liability hereunder shall be limited to the obligation to repair or replace products proven to have failed to meet the specification or to have been defective in quality or workmanship at the time of delivery,or allow credit therefore, at its option. Seller's total cumulative liability in any way arising from or pertaining to any products sold or required to be sold under this contract shall not in any case exceed the purchase price paid by the Buyer for such product. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR COMMERCIAL LOSS, CLAIMS FOR LABOR,OR CONSEQUENTIAL DAMAGES OF ANY OTHER TYPE. It is expressly agreed that Buyer's remedies expressed in this paragraph are Buyer's exclusive remedies. 5. LIMITATION OF LIABILITY FOR FAILURE OR DELAY IN DELIVERY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CLAIMS FOR LABOR OR FOR ANY CONSEQUENTIAL OR ANY OTHER DAMAGES RESULTING FROM FAILURE OR DELAY IN DELIVERY. NO DELIVERY DATES ARE GUARANTEED. 6. FORCE MAJEURE. In any event and in addition to all other limitations stated herein, Seller shall not be liable for any act, omission, result or consequence, including but not limited to delay in delivery or performance,which is 1)due to any act of God,the prior performance of any government order,any order bearing priority rating or order placed under any allocation program (mandatory or voluntary)established pursuant to law, local labor shortage,fire,flood, or other casualty, governmental regulation or requirement,shortage or failure of raw material supply,fuel,power or transportation, breakdown of equipment, or any cause beyond Seller's reasonable control whether of similar or dissimilar nature than those above enumerated, or 2) due to any strike, labor dispute, or difference with workmen, regardless of whether or not Seller is capable of settling any such labor problem. 7. PASSAGE OF TITLE. Title to the products sold hereunder shall pass upon delivery to the carrier at the point of shipment. Neither Buyer nor the consignee shall have the right to divert or reconsign such shipment to any destination other than specified in the bill of lading without permission of the Seller. Unless otherwise agreed Seller reserves the right to select the mode of transportation. If Buyer is unable or unwilling to take delivery of the products within 30 days of the later of(1)the originally scheduled delivery date, or(2) the date Seller makes the products available for shipment,then Seller may at its option transfer title and require payment according to the provisions of paragraph 8 below. Buyer assumes all benefits and risks of ownership(including risk of fire,theft,or other loss)once title is transferred, whether or not the products have been delivered. 8. PAYMENTS. It is expressly understood and agreed that payment for materials shall be in accordance with payment terms indicated herein, and amounts 30 days or more past due shall be subject to a service charge of 1.5%per month or 18%per annum. If Buyer shall fail to comply with any provision or to make payments in accordance with the terms of this contract or any other contract between Buyer and Seller, Seller may at its option defer further shipments or,without waiving any other rights it may have,terminate this contract. Buyer agrees to pay all costs of collection including a reasonable attorney's fee in the event it becomes necessary to enforce collection for the amounts reflected on this order. All deliveries shall be subject to the approval of Seller's department. Seller reserves the right before making any delivery to require payment in cash or security for payment,and if Buyer fails to comply with such requirement, Seller may terminate this contract.