TERMS & CONDITIONS FOR SALE OF GOODS AND SERVICESAGREEMENT. Unless otherwise agreed in a written document signed by a vice president of Holt of California ("Holt"), these Terms and Conditions of Sales and Service ("Terms") govern the purchase of goods (including, but not limited to, new and used equipment, trucks, attachments, components, technology and parts) ("Goods") and services ("Services") from Holt by any individual or entity that purchases such Goods or Services from Holt ("Customer"). Holt hereby rejects the terms of any purchase order or other document submitted by Customer, unless the document is signed by a vice president of Holt. The placing of an order with Holt or the receipt or acceptance of Goods or Services by Customer constitutes Customer's acceptance of these Terms exactly as written. ORDER AND DELIVERY OF GOODS OR SERVICES. All orders for Goods and/or Services are subject to credit approval and final acceptance by Holt in its sole discretion. Customer shall have no right to cancel orders for Goods or Services once an order is accepted by Holt; provided, however, some parts may be returnable to Holt in accordance with Holt's then current parts return policy. Customer agrees that an order is an offer to buy under and in accordance with these terms of Sales, and all Products listed in that order. Holt may choose not to accept any orders in its sole discretion. After Holt receives an ecommerce order, Customer will receive an email confirming receipt of the order and include details relating to the order (the “Order Confirmation”). Acceptance of an ecommerce order will not take place unless and until Customer has received the Order Confirmation; provided that the Customer order is still subject to cancellation as provided in this Agreement. Upon issuance of the Order Confirmation, these terms and conditions will be the contract of sale for the ecommerce order. Customer acknowledges that estimated delivery dates for Goods or Performance of Services are estimates only; actual delivery dates depend on a variety of factors, including, but not limited to, the production schedules of manufacturers. Holt will use commercially reasonable efforts to meet estimated delivery dates for Goods or Performance of Services, provided, however that Holt shall have no liability for any delay in the delivery of Goods or Performance of Services, regardless of the reason for the delay. ORDER CANCELLATION. Customer has the option to cancel or modify their order at any time before the Order Confirmation is sent by calling Holt at 916-921-8828. Notwithstanding anything else to the contrary, Holt reserves the right, at its sole discretion, to cancel or refuse any order at any stage of the ordering process, including at any time up until the Shipping Confirmation has been sent. Holt reserves the right to screen the customer and the customer order for, among other things, compliance with applicable law and Holt policies. If Holt, in its sole discretion, determines that the customer or the order does not comply with any such law, then Holt shall have the right to cancel your order without any cost, liability or obligation to Holt. In addition, Holt reserves the right to cancel an order at any time prior to shipment, should Holt determine that it does not have the Products ordered in inventory. Such cancellation and termination shall be at not cost, liability or obligation to Holt. BILL OF SALE FOR PROPERTY TAKEN IN TRADE. For value received, Customer grants, sells, transfers and delivers to Holt any trade-in equipment offered by Customer that Holt agrees to accept in trade (“Equipment”). Customer hereby certifies that the Equipment is owned by customer, free and clear of all Liens, Claims, Encumbrances and Security Interests. Title and Risk of Loss or Damage to the Equipment shall pass to Holt upon physical delivery and written acceptance of the equipment by Holt. Holt may accept or reject equipment offered by the customer for trade in its sole, unfettered discretion. PRICING. Unless otherwise set forth on a written quote issued by Holt ("Quote"), the price for Goods shall be Holt's price as published by Holt for such Goods at the time of purchase. Unless otherwise set forth on a Quote, the labor rates for Services shall be Holt's standard labor rates as published by Holt for the applicable type of Service (field rates, shop rates, mine rates or specialty rates, as applicable) in effect at the time the Services are performed. Pricing at time of order may be subject to change at the time of delivery for goods or performance of services. Customer will promptly pay to Holt any taxes that Holt is required to collect from Customer imposed on the purchase of Goods and/or Services, including, but not limited to, value added, personal property, sales, use and similar taxes ("Taxes"). If Customer claims at tax exemption, then Customer shall provide Holt with properly completed exemption certificates and supporting documentation acceptable to Holt prior to the purchase of the Goods and/or Services, otherwise, Customer shall pay all such Taxes and will indemnify and hold harmless Holt from any liability related to the payment of taxes. Risk of loss for purchased Goods is FOB Holt's site, unless purchased Goods are shipped to Customer directly from the manufacturer, in which case risk of loss is FOB factory. Holt shall not be liable for any claims for shortages, damages, or delays in shipping, which must be made by Customer directly to the carrier. PAYMENT TERMS. For Customers with an open credit account with Holt, Equipment sales payments are due 10 days after the invoice date, and all other payments are due on the 10th of the month following the invoice date. For Customers who do not have an open credit account with Holt, payment is due upon at the time of order or completion of Services via credit card. All credit card processing is performed by a third-party processor. Customer acknowledges that the credit card and related financial information provided in connection with Customer order will be provided to such third-party processor, and Customer expressly authorizes and grants Holt permission to share such information, which may include, credit card information the Customer provides in connection with order. Customer represents, warrants and agrees that (i) the credit card or payment information supplied in connection with the order is true, correct and complete, (ii) Customer is duly authorized to use such credit card or other authorized form of payment for the purchase, (iii) charges incurred by Customer will be honored, as applicable, by Customer credit card company or the company supporting Customer payment, and (iv) Customer will pay the amount set forth in the Shipping Confirmation, as well as all applicable Taxes and shipping charges. Holt may, in its sole discretion, at any time: (a) revoke credit; (b) modify terms and conditions of credit; (c) require payment in advance; and/or (d) withhold Goods, completed Services or scheduled Services until receipt of payment. If Customer fails to pay for Goods and/or Services as and when due, Customer shall pay a late charge of 1.5% of the invoice balance each month until charges are paid in full, and Customer shall pay Holt all reasonable attorneys' fees and collection costs incurred by Holt. SHIPMENTS; DELIVERY; TITLE AND RISK OF LOSS. Customer Orders are fulfilled through the shipment or delivery of products from Holt. The number of days quoted for shipping refers to the transit time only. Additional time is required for processing orders. Customer will pay all shipping charges applicable to the Order. Title and risk of loss will pass to the customer (a) in the case of shipment, upon delivery of the Products to the shipping address listed in the Shipping Confirmation, and, (b) in the case of pick up at a Holt location listed in the Shipping Confirmation or otherwise agreed to by Holt, upon delivery of the Order to customer representative at such location. Shipping and delivery dates are estimates only and cannot be guaranteed. Holt is not liable for any delays in shipments. ATTORNEY’S FEES. In any litigation, arbitration or other proceeding by which one party seeks to enforce its rights under this Agreement (whether in contract, tort, or both), the prevailing party shall be awarded reasonable attorney’s fees, costs, and expert witness fees. VENUE. Any dispute that arises between the parties shall be resolved in the Superior Court of California, County of Sacramento, located in Sacramento, California. CALIFORNIA LAW. This Agreement, and any dispute between the parties, shall be governed by California law. If any provision of this Agreement is held to be invalid in whole or in part, the validity of the remaining provisions shall not be affected. WARRANTIES(a) New Goods. If Customer is purchasing new Goods from Holt, Customer acknowledges that (i) Holt is not the manufacturer of the Goods; (ii) if the Goods include a manufacturer's warranty, Holt will pass through to Customer the manufacturer's warranty to the extent permitted by the terms of such warranty; and (iii) the manufacturer's warranty will be subject to all conditions and exclusions set forth therein. In certain circumstances, Customer may have the option of purchasing an equipment protection plan or extended service coverage (each, an "Extended Protection Product"); if such an Extended Protection Product is available and is purchased by Customer at the time of sale, the Extended Protection Product will be subject to all conditions and exclusions included in such Extended Protection Product. Except as otherwise provided above, new goods are sold as-is, where-is, without warranty express or implied. (b) Used Goods. If Customer is purchasing used Goods from Holt, Customer acknowledges that the goods are sold as-is, where-is, without warranty express or implied except as may be stated otherwise in a writing signed by Holt. (C) Service Labor. Holt warrants its service labor for twelve months, 1,000 hours or 50,000 miles, whichever occurs first from date of last labor. Holt shall not be responsible for the removal or installation of any component installed by anyone other than Holt. All labor shall be provided during Holt’s normal working hours and any travel time, transportation or overtime shall be charged to the customer. In no event shall Holt be responsible, nor should the customer be entitled to any damages for loss of use of the equipment, productivity, or any other consequential damages. DISCLAIMER OF WARRANTIES/WAIVER OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN WRITING, NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE OR HAVE BEEN MADE OR AUTHORIZED BY HOLT WITH RESPECT TO THE GOODS AND /OR SERVICES AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY HOLT. THE GOODS AND/OR SERVICES SOLD UNDER THIS AGREEMENT ARE PURCHASED BY CUSTOMER “AS IS” AND HOLT DOES NOT WARRANT THAT THEY ARE OF MERCHANTABLE QUALITY OR THAT THEY CAN BE USED FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT IF THERE IS A WARRANTY FOR THE GOODS AND/OR SERVICES, IT IS PROVIDED BY THE MANUFACTURER AND NOT BY HOLT. Customer acknowledges that it has selected the Goods and/or Services on the basis of its own judgment and expressly disclaims any reliance upon any statements or representation made by Holt. Holt shall not be responsible to Customer for loss of use of Goods, loss of profits, or any other consequential damages. Holt shall not be liable for failure to deliver the Goods and/or services, or for any damages resulting from the selection, installation, operation or use of the Goods and/or Services. Holt’s liability regarding the Goods and/or Services and/or this Agreement for any damages, whether arriving in contract, tort, or otherwise, shall be limited to the aggregate price of the Goods and/or Services paid as of the date of the claim giving rise to the alleged damages. INDEMNITY. Customer shall take all necessary precautions regarding the Goods and protect all persons and property from injury or damage. CUSTOMER SHALL INDEMNIFY AND HOLD HOLT FREE AND HARMLESS AGAINST ANY AND ALL CLAIMS, LOSS, DAMAGE, LIABILITY, EXPENSE (INCLUDING ATTORNEY’S FEES) AND PENALTY OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION INJURIES O R DEATH TO PERSONS AND DAMAGE TO PROPERTY ARISING OUT OF THE USE, MAINTENANCE, OPERATION, STORAGE, INSTRUCTION, DELAY (INCLUDING ANY DELAY IN OR FAILURE OF DELIVERY), SELECTION, PURCHASE, ACCEPTANCE OR REJECTION, OWNERSHIP, CONDITION, REPAIR OR POSSESSION OF THE GOODS OR ITS HANDLING OR TRANSPORTATION EXCEPT CLAIMS ARISING THROUGH THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF HOLT, WHETHER ATTRIBUTABLE TO A DEFECT IN THE GOODS, THE MATERIAL USED THEREIN OR THE DESIGN, MANUFACTURE OR TESTING OF THE GOODS, REGARDLESS OF WHETHER ANY SUCH DEFECT IS DISCOVERED, OR WHETHER THE GOODS ARE IN POSSESSION OF CUSTOMER OR THE LOCATION OF THE GOODS. CUSTOMER IS FULLY AWARE AND ACKNOWLEDGES THERE IS A RISK OF INJURY OR DAMAGE ARISING OUT OF THE USE OR OPERATION OF THE GOODS AND HEREBY ELECTS TO VOLUNTARILY ASSUME ALL OF THE ABOVE RISKS OF INJURY OR DAMAGE. CUSTOMER AGREES TO RELEASE AND DISCHARGE HOLT FROM ANY AND ALL RESPONSIBILITY OR LIABILITY FROM SUCH INJURY OR DAMAGE ARISING OUT OF THE USE OR OP ERATION OF THE GOODS; AND CUSTOMER FURTHER AGREES TO WAIVE, RELEASE AND DISCHARGE ANY AND ALL CLAIMS FOR INJURY OR DAMAGE AGAINST HOLT WHICH CUSTOMER OTHERWISE MAY BE ENTITLED TO ASSERT.