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MATSUI AMERICA INC. 2025 TERMS AND CONDITIONS OF SALE
1. General. These Terms and Conditions set forth the terms an
e and Matsui America,
Inc. ("Matsui America") will sell any and all products or services ("Products").
2. Purchase Orders. All purchase orders of Purchaser shall, unless otherwise agreed to in writing
by Matsui America, be in writing and set forth the quantity of the Products desired, the
specifications therefore, the desired delivery date, the price of each Product,
and all other relevant information necessary to effectuate shipment of the Products by Matsui
America. Such purchase orders shall be limited and subject to acceptance of these Terms and
Conditions and no additional, inconsistent or contrary terms shall become
part of this agreement or any sale of Products to Purchaser unless specifically accepted in writing
signed by Matsui America.
3. Acceptance/Return. All orders for Products shall be subject to acceptance by Matsui America at
Hanover Park, Illinois or such other location as directed by Matsui America. Purchaser shall not
return any Products actually delivered to Purchaser without the
written consent of, and upon terms agreed to by, Matsui America.
4. Price. Prices shall be those in effect at the time of order entry. Prices are subject to change
by Matsui America without notice. Matsui America’s prices do not include sales, use, excise or 
similar taxes Consequently, the amount of any present or future sales,
use or other similar tax applicable to the sale or use of the Products shall be paid by Purchaser.
5. Payment/Delinquency Charge. Payment terms are net thirty (30) days from the date of Matsui
America's invoice. Matsui America reserves the right to charge interest at the rate of 1.5% per
month (but not more than the maximum percentage permitted by law)
on all balances not paid by Purchaser within the designated net terms.
6. Delivery and Freight Charges. All delivery dates are approximate only and based upon prompt
receipt of all necessary information from Purchaser. Risk of loss shall pass to Purchaser at F.O.B.
Matsui America’s facility or other place of shipment. Notwithstanding the provisions contained
herein to the contrary, Matsui America shall not be responsible or liable for any loss or damage
whatsoever, including loss of income and/or profits, incidental, special or consequential damages,
resulting from Matsui
America's delayed performance in shipment or delivery of the Products for any reason whatsoever.
All freight charges stated on Matsui America's invoices are part of Matsui America's payment terms.
7. Warranty. Matsui America warrants that the Products sold hereunder will be free from defects in
material and workmanship for a period of l-year(365) days from the date of shipment from Matsui
America's facility or other location. MATSUI AMERICA ’S
WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF MATSUI AMERICA AND THE
MANUFACTURER OF THE PRODUCTS (COLLECTIVELY, "Manufacturing and Selling Parties"), WHETHER EXPRESS,
IMPLIED,
STATUTORY, OR OTHERWISE CREATED UNDER APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR NON-INFRINGEMENT. IN NO EVENT SHALL
MATSUI AMERICA OR THE MANUFACTURING AND SELLING PARTIES BE LIABLE (AND PURCHASER SHALL NOT ASSERT
ANY CLAIM) FOR SPECIAL, INCIDENTAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF
PROFITS. PURCHASER'S SOLE AND EXCLUSIVE REMEDIES UNDER THIS WARRANTY SHALL BE LIMITED, AT MATSUI
AMERICA’S EXCLUSIVE DISCRETION, TO: (1) REPLACEMENT OF ANY DEFECTIVE PRODUCTS OR PART THEREOF; OR
(2)
REPAIR OF ANY DEFECTIVE PRODUCTS OR PART THEREOF; OR (3) RETURN OF THE PURCHASE PRICE FOR ANY
DEFECTIVE PRODUCT OR PART THEREOF. IN NO EVENT SHALL PURCHASER SEEK OR RECOVER PUNITIVE OR
EXEMPLARY DAMAGES. The warranty and remedy set forth above are conditioned upon the proper storage,
use, maintenance and laundering of the Products and conformance with all applicable recommendations
of the Manufacturing and Selling Parties with
respect to the Products. No agent, employee or representative of Matsui America (or any
distributor, dealer or sales representative of Matsui America) has the authority to bind Matsui
America to any affirmation, representation or warranty concerning the Products
sold hereunder, and unless such affirmation, representation or warranty is specifically included in
these Terms and Conditions, it will not form a part of the basis of these Terms and Conditions and
shall in no way be binding upon Matsui America or enforceable by
Purchaser.
8. Infringement. Matsui America's liability for infringement (and the liability of the
Manufacturing and Selling Parties) is limited to Matsui America's defense of any suit or proceeding
brought against Purchaser based on a claim that the Products sold hereunder,
when employed in the manner intended by Matsui America, constitutes an infringement of any patent
or copyright of the United States. If Purchaser’s use of the Products in the manner intended by
Matsui America is finally enjoined, Matsui America shall, at its
option, procure for Purchaser the right to continue using the Products, replace the same with
non-infringing Products, modify the Products so that they become non-infringing, but equivalent to
the Products sold hereunder, or refund the purchase price (less
allowance for use, damage or obsolescence). Matsui America makes no warranty against infringement
resulting from portions of the Products made to Purchaser's specifications or the use of Products
in combination with any other Products or in the practice of
any process and if a claim, suit or action against the Manufacturing or Selling Parties is based
thereon, Purchaser shall defend, indemnify and save the Manufacturing and Selling Parties harmless
from and against any and all claims, losses or damages arising
therefrom.
9. Indemnity. Except for warranty and indemnity claims of Purchaser as expressly authorized and
limited by paragraphs 7 and 8 above, Purchaser shall indemnify and hold the Manufacturing and
Selling Parties, and their respective employees and agents,
harmless from and against any and all claims, losses, liabilities, damages or expenses whatsoever,
including arising from any alleged injury to person, property or business, arising from or in any
way relating, directly or indirectly, to the delivery, assembly,
erection, installation, use or repair of the Products and/or any related or other claims or losses,
whether or not caused by the Purchaser and/or its agents or employees or any of their acts,
omissions or negligence.
10. Arbitration.
(a) Except as provided in subparagraph (b) hereof, the parties agree that all claims of Purchaser
arising out of this Agreement, the purchase or sale of Products and/or the relationship of the
parties shall be settled by submission for arbitration to the American
Arbitration Association ("AAA") at Chicago, Illinois, before a panel of three (3) arbitrators,
under the Commercial Arbitration Rules of the AAA. Any judgment upon any award rendered by the
arbitrators may be entered in any court having appropriate jurisdiction. If
any suit or proceeding is filed by Purchaser in any court, the court shall, on application of
Matsui America, dismiss or stay the action until such arbitration has been had in accordance with
these Terms and Conditions. In no event shall the arbitrators have the
authority to award damages inconsistent with these Terms and Conditions, including punitive or
exemplary damages.
(b) The provisions of subparagraph (a) hereof to the contrary notwithstanding, Matsui America
reserves the right to bring an action for equitable relief, repossession, replevin, collection or
other cause(s), and the parties' agreement to arbitrate hereunder shall not
stay or otherwise affect Matsui America's right to assert such claims. Purchaser hereby consents to
the jurisdiction of the state and federal courts for the counties of Cook or DuPage, Illinois, and
Purchaser waives any objection to such venue and jurisdiction.
11. Force Majeure. Matsui America's obligations hereunder are subject to, and Matsui America shall
not be held responsible for, any delay or failure to make delivery of all or any part of the
Products due to acts or circumstances beyond the control of Matsui
America, including, but not limited to, labor difficulties, fires, casualties, accidents, acts of
God, acts of war or terror, transportation difficulties, inability to obtain Products, materials or
components or qualified labor sufficient to timely perform part or all of any
obligation, or governmental regulations or actions. In the event of the occurrence of any of the
foregoing, at the option of Matsui America, Matsui America shall be excused from the performance
hereunder or the performance of Matsui America shall be
correspondingly extended.
12. Miscellaneous Provisions.
(a) These Terms and Conditions constitute the entire agreement between Matsui America and Purchaser
as it relates to the purchase and sale of Products to Purchaser by Matsui America and the liability
of the Manufacturing and Selling parties, and supersede
any and all prior or contemporaneous written or oral agreements, correspondence, quotations,
understandings, negotiations or discussions between the parties relating to the subject matter
hereof. It is expressly agreed that any brochures, sales literature, on-line
materials or other materials of Matsui America have been provided for informational purposes only;
have not been relied upon by Purchaser; do not form or give rise to any warranty; and are
superseded by these Terms and Conditions.
(b) If any term or condition or part of these Terms and Conditions is held invalid, the remaining
terms and conditions hereof shall not be affected thereby.
(c) These Terms and Conditions may be modified, canceled or assigned only by a written agreement by
both parties executed by their duly authorized agents.
(d) All rights available to Matsui America under the Uniform Commercial Code ("UCC") except as
specifically limited or excluded herein (even though not specifically enumerated), are reserved to
Matsui America as remedies available in the event of default or
breach by Purchaser.
(e) This agreement and any sale of Products to Purchaser shall be deemed to have been made in and
governed by the substantive laws of the State of Illinois, without regard to choice-of-law
provisions. The parties opt out of the U.N. Convention of Contracts for
the International Sale of Goods.
(f) Any failure by either party to enforce at any time any term or condition hereof shall not be
considered a waiver of such party’s right thereafter to enforce the same or any other term or
condition hereof.
(g) These Terms and Conditions shall be binding upon the successors, legal representatives and
permitted assigns of Purchaser and Matsui America.
13. Security Interest. To secure any indebtedness due from Purchaser from time to time, Purchaser
hereby grants to Matsui America and Matsui America hereby reserves, a continuing purchase money
security interest in any and all Products heretofore or
hereafter sold or delivered to Purchaser by Matsui America, and all related parts, components and
accessories therefor, and all proceeds arising from the sale or other disposition of the foregoing,
including, but not limited to, cash, accounts, contract rights,
accounts receivable, instruments and chattel paper, all as now or hereinafter defined by the UCC.
Purchaser shall at no time grant any security interest in conflict with that granted to Matsui
America herein. Purchaser shall cooperate in, and hereby authorizes, the
preparation, signing and filing of financing statements and other documents necessary to evidence
and perfect Matsui America's security interest as described herein. R:\SYS02\4265\0028-Terms
Conditions (1117 2008).doc