LIMITATION OF LIABILITY, ARBITRATION, AND CONTRACT PROVISIONS: Buyer and Seller Diesel Machine Works, LLC (“DMW”)/Internet Diesel (“ID”) agree in consideration of and in reliance upon the provisions contained herein that in return for DMW/ID providing work/services/remanufacturing/product (“Work”) at the price set forth herein above, that with respect to any Work performed for and sold to Buyer, the follow terms control.

LIMITED WARRANTY: Authorized Returns; Refunds.  Buyer is authorized to return the Products to DMW/ID within thirty (30) days if there is a defect as long as the Products are (a) delivered to DMW/ID within thirty (30) days of the date of the original Sales Order and (b) the packaging for the Products is unopened and undamaged.  If Purchaser complies with the return restrictions of this section, Buyer may be entitled to a refund check, subject to adjustments for the restocking fees of 25%.  Buyer must pay for all shipping and delivery costs and expenses associated with the return of such Products.  Buyer shall bear the risk of loss related to the Products until the Products are actually delivered to and in the possession of DMW/ID.  RESTOCKING FEE.  If a Buyer refuses to accept delivery of the Products or returns the Products to DMW/ID for whatever reason, Purchaser shall be required to pay DMW for the freight charges for such delivery and return plus a twenty-five percent (25%) restocking fee all within thirty (30) days of delivery of the invoice to Purchaser for such charges and fees. 

LIMITATION OF LIAIBLITY: DMW/ID HAS NO LIABILITY WHATSOEVER FOR ANY HARM OR LOSS SUFFERED OR CLAIMED TO BE SUFFERED BY BUYER FOR LOST INCOME, ECONOMIC LOSSES, LOST PROFITS, BUSINESS INTERRUPTION, PRODUCT MALFUNCTION OR DEFECT, CONSEQUENTIAL, GENERAL OR SPECIAL DAMAGES, OR PERSONAL INJURY DAMAGES RESULTING FROM ANY NEGLIGENCE OF DMW/ID IN CONNECTION WITH THE WORK OR THE FAILURE OF DMW/ID TO PERFORM OR ANY DELAY IN PERFORMANCE OR PERTAINING TO THIS CONTRACT, EXCEPT THE RETURN OF MONEY PAID TO DMW/ID UNDER THIS CONTRACT.  BUYER’S DAMAGES ARE LIMITED TO AND CANNOT EXCEED THE PURCHASE OF THE PRODUCT/WORK INVOLVED IN SUCH INCIDENT AS LISTED ON THE CORRESPONDING SALES ORDER.  DMW/ID’S MAXIMUM AGGREGATE LIABILITY FOR THESE AND ALL CLAIMS, DEMANDS, LIABILITIES, COSTS, DAMAGES, EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES AND COSTS OF INVESTIGATION) AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE WORK ORDER SHALL IN NO EVENT EXCEED THE ACTUAL COST OF THE PRODUCTS INVOLVED IN SUCH INCIDENT AS LISTED ON THE CORRESPONDING WORK ORDERS.  IN NO EVENT SHALL DMW/ID BE LIABLE FOR ANY LOSS OF PROFITS OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THESE TERMS, THE WORK ORDERS, OR THE USE OF THE PRODUCTS SOLD AND DISTRIBUTED UNDER THESE TERMS AND THE SALES ORDERS, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF DMW/ID HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  IF ANY OF THE PRODUCTS IS DETERMINED TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP, DMW/ID SHALL HAVE AND RETAIN THE OPTION, IN ITS SOLE DISCRETION, OF REPAIRING, REPLACING OR REFUNDING THE PRODUCT THAT HAS BEEN DETERMINED TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP.

MANDATORY BINDING ARBITRATION: Any dispute arising out of, related to, or in connection with these Terms or the Sales Order Contract or any Work/Product will be determined by binding arbitration before ADR Services, Inc. in Century City, Los Angeles, California.  It is understood that DMW/ID conducts no business out of Commerce, CA and would be prejudiced by having to litigate elsewhere.  The arbitration will utilize the then-prevailing commercial arbitration rules of ADR Services, Inc.  The claims or controversies subject to this provision shall include, without limitation, any claims related to the Work/Products.  Purchaser consents to exclusive jurisdiction in Century City, Los Angeles, California for the binding arbitration and all other issues related to or arising from these Terms and the Sales Orders including, but not limited to, any claims related to the Products.  Judgment may be entered upon the arbitrator’s award by any court having jurisdiction.  Should Purchaser refuse or neglect to appear or participate in the binding arbitration proceedings or pay for Purchaser’s share of the arbitration fees and costs, the arbitrator is empowered to decide the claim or controversy in accordance with the evidence presented.  Purchaser should realize that by accepting the arbitration provision, PURCHASER WILL WAIVE PURCHASER’S RIGHT TO A JURY TRIAL AND THE RIGHT, EXCEPT UNDER LIMITED CIRCUMSTANCES, TO APPEAL THE ARBITRATOR’S DECISION.

DELIVERY:  Products shall be shipped in accordance with the terms and conditions of these Terms and the Sales Orders.  DMW/ID shall use reasonable commercial efforts to deliver within a reasonable time to Buyer the Products in the quantities requested pursuant to the Sales Order with Buyer paying the shipping costs; provided, however, that Buyer acknowledges that immediate and timely delivery of the Products is not always possible and back orders may occur from time to time.  DMW/ID is not liable for any damages to Products or delays in connection with delivery of Products when shipping and delivery are handled by an independent third party carrier/delivery company.  Buyer is responsible for all freight, delivery, and related fees and expenses in connection with the delivery of the Products.  DMW/ID shall ship all Products, as listed above, with freight terms “Freight Prepaid” DMW’s warehouse in Los Angeles, California --- meaning DMW/ID shall bear the risk of loss relating to the Products only until such time as the Products are placed on the trucks to be used to deliver the products to Purchaser.  Insurance for the Products is the sole responsibility of Purchaser. BUYER IS RESPONSIBLE FOR INSURING THE PRODUCT IN CONNECTION WITH DELIVERY/SHIPMENT, AND DMW/ID IS NOT RESPONSBILE FOR ANY DAMAGE OR DELAY WITH RESPECT TO DELIVERY AND SHIPPING.

PRICE AND PAYMENT TERMS: Buyer agrees to purchase Products from DMW/ID in the manner set forth in these Terms and the Sales Orders in accordance with the pricing information listed on DMW/ID’s website, which is located at www.internetdiesel.com and may be amended from time to time in DMW/ID’s sole discretion.  Payments must be delivered from Purchaser to DMW/ID on or before the due date listed in the Sales Order (the “Due Date”).  Any amounts that are not timely paid by Purchaser to DMW/ID shall accrue late payment interest at a rate of 10% per annum or the maximum allowable interest rate under applicable law, whichever is less.  Purchaser’s payments will be applied to outstanding principal owed to DMW/ID and then to any interest payments or late payment penalties and fees.  If Purchaser does not pay DMW/ID in a timely manner, DMW/ID may elect, among other actions, to stop shipping Products to Purchaser.  If the Purchaser does not pay DMW/ID in a timely manner, Purchaser’s accounts receivable may be assigned to a collection agency, firm, attorney, or other entity or individual.  Purchaser shall be required to pay for all costs, fees, and other expenses associated with such collections efforts including, but not limited to, attorney fees and costs and any costs and fees associated with enforcement of such collection efforts.

INDEMNIFICATION: BUYER SHALL JOINTLY AND SEVERALLY INDEMNIFY, DEFEND, AND HOLD HARMLESS DMW/ID AND ALL OF DMW/ID’S OWNERS, PRINCIPALS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (“INDEMNIFIED PARTIES”) AGAINST AND IN RESPECT OF ANY AND ALL CLAIMS, DEMANDS, LOSSES, COSTS, EXPENSES, OBLIGATIONS, LIABILITIES, DAMAGES, RECOVERIES, AND DEFICIENCIES, INCLUDING INTEREST, PENALTIES, AND REASONABLE ATTORNEY FEES THAT INDEMNIFIED PARTIES INCURS OR SUFFERS, WHICH ARISE OUT OF, RELATE TO, OR RESULT FROM ANY BREACH OF, OR FAILURE BY INDEMNIFIED PARTIES TO PERFORM, ANY OF THEIR REPRESENTATIONS, WARRANTIES, OR COVENANTS IN THESE TERMS, WORK ORDER, OR IN ANY SCHEDULE, CERTIFICATE, EXHIBIT, OR OTHER INSTRUMENT FURNISHED OR TO BE FURNISHED BY INDEMNIFIED PARTIES UNDER THESE TERMS.

Governing Law and Consent to Jurisdiction. These Terms and the Sales Orders shall be deemed to have been entered into, executed and delivered in Los Angeles, California, and shall be construed, interpreted and enforced under and in accordance with the internal laws of the State of California.  The parties agree to exercise any right or remedy in connection with these Terms exclusively in, and hereby submit to the jurisdiction of, the State of California, County of Los Angeles, City of Commerce.