Terms of sale.

Ironcrane Enterprise Inc. &/or Ironcrane Michigan Inc. d/b/a Usonian and Usonian Systems (“Ironcrane”) sells/provides goods and/or services (“Deliverables”) to its customers (each, a “Customer”) only on the following terms and conditions unless otherwise agreed by Ironcrane in a separate writing signed by a duly authorized officer of Ironcrane. If Customer’s request for proposal, Purchase Order (defined below), or other documentation contains terms or conditions contrary to or in addition to these terms and conditions, acceptance of any Purchase Order by Ironcrane shall not be construed as assent to such contrary terms and conditions or constitute a waiver by Ironcrane of any of these terms and conditions, and Ironcrane expressly objects to any and all different or additional terms and conditions, unless Ironcrane specifically agrees to them in writing.

1.        Purchase and Sale of Deliverables. Ironcrane shall sell/provide Deliverables to Customer in response to Customer’s purchase orders for such Deliverables (“Purchase Orders”). No Purchase Order shall be binding on Ironcrane unless and until Ironcrane has accepted such Purchase Order by written acknowledgement or by selling/providing the Deliverables applicable to such Purchase Order. A Purchase Order may be in the form of Customer’s standard purchase order form, an electronic order form approved by Ironcrane, or other template form as Ironcrane may approve from time to time. However, (i) Deliverables are sold/provided by Ironcrane only pursuant to these terms and conditions, (ii) Purchase Order forms are to be used solely as an administrative convenience to set forth the specific Deliverables being purchased/provided, quantities, delivery dates, and other order-specific information, (iii) no pre-printed term, condition, or provision set forth in a Purchase Order shall modify, supplement, supersede, or amend these terms and conditions, and (iv) nothing contained in a Purchase Order which expands the rights of Customer, the obligations of Ironcrane, or in any manner alters these terms and conditions shall be effective. To the extent of any conflict or inconsistency between these terms and conditions and any Purchase Order, or any request for proposal, confirmation, acceptance, or any similar document, these terms and conditions shall govern.

2.        Services. If the Deliverables consist of, or include Ironcrane’s providing any services to Customer, Ironcrane will provide all necessary supervision, labor, and materials (unless otherwise agreed) to perform such services, and such services will be provided using no less than prevailing industry standards. If services are to be provided to Customer on-site, Customer shall provide access to such site as required by Ironcrane and assure that such site is clean and safe for Ironcrane’s employees and contractors.

3.        Prices. Prices for Deliverables shall be Ironcrane’s standard prices for such Deliverables in effect from time to time unless otherwise agreed to in writing (“Prices”). Prices do not include any property, sales, use, privilege or other taxes, or any export or import taxes, customs duties, brokerage fees, freight, insurance, and special packing, all of which shall be for the account of and paid by the Customer. Customer is ultimately responsible for remitting all applicable taxes. Ironcrane reserves the right to impose, and Customer shall be responsible for, delay charges, resulting from any work stoppage or delay in Ironcrane’s ability to provide Deliverables on time due to any act or omission of Customer of any Customer employee, agent, representative, or contractor.

4.        Payment Terms. Unless otherwise agreed, all prices are to be prepaid in full. Any amount which is not paid when due shall bear a late fee at the rate of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less.

5.        Purchase Orders. Each Purchase Order shall specify the type and quantity of Deliverables being purchased, Customer’s requested delivery/service date of same, and such other information as Ironcrane may request from time to time. Customer and Ironcrane will work together to confirm and schedule delivery/service dates. If a Purchase Order relates to any Deliverable for which a minimum order requirement applies, Customer shall order no less than the minimum requirement of such Deliverable. 

6.        Cancellations. Purchase Orders may only be canceled or changed with Ironcrane’s written consent. If Ironcrane agrees to the cancellation or change of a Purchase Order, for which Ironcrane has incurred or will incur any cancellation charges with a supplier, airline, hotel, car rental, or other vendor, Customer shall be responsible for such cancellation charges.

7.        Orders from Affiliates. If an Affiliate (defined below) of Customer desires to purchase Deliverables from Ironcrane, then subject to such Affiliate satisfying Ironcrane’s credit review, Ironcrane will accept such orders upon its receipt of written confirmation from such Affiliate that Deliverables are being purchased on and subject to these terms and conditions. Customer guarantees the full payment of all amounts that become due to Ironcrane as a result of any purchase order for Deliverables issued by such Affiliate. For this purpose, an “Affiliate” of a party shall mean any entity or person that directly or indirectly controls, is controlled by or is under common control with Customer, and the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity or person, whether through the ownership of voting securities, by contract, or otherwise.

8.        Shipping. Ironcrane shall use reasonable efforts to ship/provide Deliverables on Customer’s designated shipment/service date and in accordance with shipping instructions set forth in the Purchase Order. Costs of shipping are for Customer’s account and at Customer’s expense. Ironcrane shall not be liable for damages of any kind as a result of a delay in shipment. Customer agrees to accept partial or pro rata deliveries in commercial units in the event that Seller is unable to fill Customer's entire order. Ironcrane shall cooperate with Customer in the selection of common carriers, and other shipping arrangements and procedures; however, Customer shall remain solely responsible for any loss of or damage to any Deliverable which in any manner is related to or arises out of the shipping of Deliverables. Ironcrane shall use the same procedures and the same degree of care in shipping Deliverables as Ironcrane generally uses in respect of the shipment of Deliverables to other customers. If Customer fails to pay any amount when due, of if for any reason Ironcrane is not satisfied with the credit worthiness of Customer, Ironcrane shall be entitled to withhold shipments until Customer re-establishes its credit to Ironcrane’ satisfaction.

9.        Risk of Loss. Deliverables are shipped FOB Ironcrane’s dock and risk of loss of Deliverables shall pass to Customer upon delivery to common carrier for shipment.

10.     Returns. Deliverables may not be returned to Ironcrane without Ironcrane’s prior written authorization, and then only in accordance with Ironcrane’s written instructions. Any request to return a Deliverable must be delivered to Ironcrane in writing within five (5) business days following delivery of the Deliverables or shall be deemed waived. In the event Ironcrane agrees to accept the return of Deliverables, Ironcrane reserves the right to impose a restocking fee.

11.     Rebates. Customer’s account must be current and in good standing in order for Customer to qualify for any bonuses and/or special discounts.

12.     Rights of Termination. Ironcrane reserves the right to terminate any Purchase Order upon written notice to Customer in the event: (i) Customer fails to perform any of its obligations; or (ii) Customer files for bankruptcy, or has bankruptcy proceedings filed against it (and such proceeding is not stayed or dismissed in sixty (60) days), or becomes insolvent or is generally unable to pay its debts as they become due, or attempts to exercise any right provided for by any federal or state bankruptcy act or similar statute. In the event of a termination, all unpaid Ironcrane invoices shall become immediately due in full.

13.     Purchase of Custom Ordered Stock. Customer shall have an absolute obligation to complete the purchase of all Deliverables which have been special ordered or custom ordered by Ironcrane for Customer.

14.     Limited Warranty. All sales are final. Ironcrane warrants only that it will convey to Customer good and marketable title to all Deliverables purchased by Customer. EXCEPT FOR SUCH WARRANTY, IRONCRANE MAKES NO WARRANTIES, EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR DESIGN.

Customer expressly acknowledges that Ironcrane is a distributor, and not the manufacturer, of Deliverables that generally consist of various equipment and supplies related to the coffee/beverage industry which are manufactured by others (“Third-Party Manufacturers”). Ironcrane does not warrant or guarantee in any manner the workmanship, quality, or performance of any Deliverables manufactured by Third-Party Manufacturers. Customer’s rights with respect to the repair or replacement of such Deliverables shall be limited to such guaranty or warranty as may be issued by such Third-Party Manufacturer. Ironcrane agrees to provide assistance to Customer, consistent with its normal practices, in Customer’s efforts to have such Third-Party Manufacturer honor its guaranty or warranty.

15.     Limitation of Liability. The liability of Ironcrane in connection with any Purchase Order, regardless of the form or basis of any claim giving rise to such liability (whether in contract, tort, or otherwise) shall not exceed the aggregate purchase price for the Deliverables purchased by Customer from Ironcrane to which Customer’s claim relates. In no event shall Ironcrane be liable to Customer for any extraordinary, special, consequential, incidental, indirect, or punitive damages of any kind whatsoever, including, but not limited to, loss of profit or revenues, loss of use of any equipment, cost of capital, cost of substitute equipment, facilities or services, or downtime costs, even if Ironcrane has been advised of the possibility of such damages.

16.      Force Majeure Events. Should any of the following occur: fires, accidents, or strikes, adverse governmental regulations, failures and delays of suppliers or carriers, acts of God, civil or military authority, civil disobedience, war, terrorist acts, fire or other catastrophes, or other causes beyond the control of Ironcrane, which render Ironcrane unable to fulfill its obligations hereunder, Ironcrane shall not have any liability to Customer as a result of any delay or non-performance resulting therefrom.

17.     Insurance. Customer shall maintain commercial general liability insurance on an occurrence basis (including product liability) with limits of not less than two million dollars ($2,000,000) each occurrence for bodily injury and property damage, two million dollars ($2,000,000) aggregate for Deliverables/completed operations, two million dollars ($2,000,000) each person for personal injury, and a two million dollar ($2,000,000) general aggregate.

18.     Representations and Warranties. Customer represents and warrants to Ironcrane that (i) Deliverables will only be used in accordance with the Third-Party Manufacturer’s recommendations and instructions and (ii) with respect to any Deliverables that are custom ordered by Ironcrane for Customer and which use or incorporate any name, design, logo, or other specification, that such name, design, logo, or other specification does not violate or infringe upon any proprietary or intellectual property right of any other person or entity.

19.     Indemnification.  Customer shall indemnify and hold Ironcrane, its subsidiaries, and its Affiliates harmless from all losses, damages, liabilities, costs, and expenses, including, without limitation, reasonable legal fees and related expenses which are incurred or suffered by Ironcrane and which arise out of or relate to: (i) the use of any Deliverable by Customer or any of Customer’s employees, agents, representatives, contractors, clients, or customers or (ii) the breach by Customer of any of its representations, warranties, covenants, or agreements set forth herein.

20.     Independent Contractors. The relationship of Ironcrane and Customer shall be that of independent contractors. The sale/provision of Deliverables shall not be construed to create any other type of relationship including that of principal and agent or joint venture between Ironcrane and Customer. Customer has no right to make any commitment for, or create any obligation on behalf, of Ironcrane.

21.     Assignment. Customer may not assign or transfer any right or interest in a Purchase Order without Ironcrane’s prior written consent.

22.     Entire Agreement. No amendment to or modification of these terms and conditions shall be binding upon Ironcrane, unless approved in writing by duly authorized representative of Ironcrane.

23.     Governing Law. The sale/provision of Deliverables, each Purchase Order, and these terms and conditions shall be governed by and construed in accordance with the laws of the State of Nevada (exclusive of such State’s conflicts of laws rules). The Federal and State courts located in Nevada shall have the exclusive jurisdiction to determine any and all disputes out of or in connection with the Purchase Order and these terms and conditions and hereby irrevocably consents to the personal and subject matter jurisdiction of such courts with respect thereto.

24.     Severability. If any of these terms and conditions is held to be invalid, illegal, or unenforceable under applicable law the remaining provisions shall continue to be in full force and effect.

25.     Headings. Section headings are for reference purposes only and shall not affect in any way the meaning and interpretation of these terms and conditions.

26.     Notices. All notices and other communications hereunder shall be in writing and delivered personally, or sent by national overnight delivery service or postage pre‑paid registered or certified U.S. mail, and shall be deemed given when delivered (with proof of delivery), if by personal delivery or overnight delivery service; or if sent by U.S. mail, three business days after deposit in the mail.

27.     Failure to Exercise; Remedies. The failure of either party to enforce at any time for any period any provision hereof shall not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. Subject to the limitations of liability set forth herein, the remedies provided herein are cumulative and not exclusive of any remedies provided at law.

28.     Ironcrane Business. Customer acknowledges that Ironcrane sells/provides Deliverables and other goods and/or services that may be similar to the Deliverables, to a wide variety of customers. Nothing in a Purchase Order or in these terms and conditions shall in any manner be deemed or construed to be a limitation on the right of Ironcrane to continue to engage in such activity, or any other activity related or unrelated thereto.