PURCHASE AND SALE AGREEMENT FOR PARTS, COMPONENTS AND SUPPLIES

TERMS OF PAYMENT

A purchase must be paid in full prior to receipt of shipment. Acceptable forms of payment are Visa, MasterCard, American Express, Discover, cash, certified check, bank draft, bank wire transfer, money orders, personal check or business check payable to The Butler Corporation. All payments must be in United States Currency. Orders will be shipped, following 10 business days for check clearing, when payment is made by personal or company check. No C.O.D. orders will be accepted.

COMMENCEMENT OF AGREEMENT

It is understood that this Purchase and Sale Agreement including all terms, conditions and obligations commences when a verbal or written order is received by The Butler Corporation. Should the terms, conditions or obligations described herein be unacceptable, please return packages unopened, for a complete refund, less shipping and handling charges.

ENTIRE AGREEMENT

This Agreement for individual parts, components and supplies, together with the Warranty Booklet referenced below and incorporated herein by reference, constitute the entire and exclusive Agreement between you (the purchaser) and The Butler Corporation. No additional terms, conditions or obligations will be binding on The Butler Corporation unless written into this Agreement by the CEO of The Butler Corporation.

SALES AND USE TAX INFORMATION

The following is The Butler Corporation’s interpretation of the Commonwealth of Massachusetts tax obligations for you (the purchaser) and The Butler Corporation. Sales, use and other taxes and all fees and charges levied in connection with the purchase of GOODS (Parts, Components and Supplies) and their use during ownership, are the sole responsibility and obligation of the purchaser. You agree to hold The Butler Corporation harmless in the event a tax liability is imposed as a result of this transaction. You agree to be responsible for completing such tax payment(s) either in your state of residence or in the Commonwealth of Massachusetts if it is determined at any time that the tax or use requirements have NOT BEEN satisfied regarding your purchase(s). Prices are net F.O.B. Ludlow, Massachusetts. Prices do not include shipping and handling, special packaging, insurance or any other costs associated with shipping.

GOODS (Parts, Components and Supplies for Delivery outside the Commonwealth of Massachusetts).
Any purchaser who enters into an Agreement with The Butler Corporation to purchase goods and said goods are to be delivered outside the Commonwealth of Massachusetts, the sale of said goods are exempt from Massachusetts sales tax. You (the purchaser), by the acceptance of said goods, warrant that said goods are not to be used, re-used or re-sold in the Commonwealth of Massachusetts. You agree to hold The Butler Corporation harmless in the event a tax liability is imposed as a result of the sale of said goods. Therefore, if it is determined at a future time that taxes are required on said goods, it is your responsibility for payment of any tax and/or penalty, whether in your state of residence or in the Commonwealth of Massachusetts.

GOODS (Parts, Components and Supplies for Delivery and/or Possession within the Commonwealth of Massachusetts).
The Butler Corporation is obligated to collect Massachusetts sales tax if you (the purchaser) enter into an Agreement with The Butler Corporation to purchase goods and the delivery and/or possession of said goods is within the Commonwealth of Massachusetts, whether or not for redelivery or use outside of the Commonwealth of Massachusetts.

PURCHASING PARTS, COMPONENTS AND SUPPLIES

Parts and components purchased from The Butler Corporation are to be installed by qualified persons possessing the knowledge, skill, tools, hardware and/or equipment to perform the installation. The Butler Corporation, its agents, representatives and assigns accept no liability whatsoever for the improper installation, improper use or improper application of parts and components purchased from The Butler Corporation. Parts and components purchased from The Butler Corporation are intended as replacements only and are intended solely for use in the original Butler System purchased from The Butler Corporation. Parts and components purchased from The Butler Corporation are not intended to create, supplement or repair any other machine. The Butler Corporation assumes no responsibility for damage or injury of any kind, due to the misuse or improper application of any part, component or supply, in any way, by any person and all risks must be borne, solely, by the purchaser and user. It is important that anyone who works with, operates or is in contact with any parts, components and/or supplies purchased from The Butler Corporation: read all labels, understand and follow all directions, warnings, caution statements, Safety Data Sheets (SDS) and disclaimers before use.

WARRANTY FOR PARTS, COMPONENTS AND SUPPLIES

The Butler Corporation warranties specific parts and components for 90-days or for the balance of any applicable Butler System Warranty. The Butler System Warranty Booklet provided with the Butler System explains the various warranty coverage intervals for each specified warrantied part and component.

Warranty provisions and important Exclusions, Limitations and Disclaimers for this sale and all others are contained in the Butler System Warranty Booklet available upon request or online at butlersystem.com. The Butler System Warranty Booklet includes, but is not limited to, arbitration requirements and a one year deadline for claims.

DELIVERY DELAYS AND OTHER PROVISIONS

The Butler Corporation shall not be responsible for delays in delivery or failure to deliver due to causes beyond our control, including, but not limited to: earthquakes, tornadoes, lightning, snow or ice storms, floods or other acts of nature, war mobilization, civil commotion, riots, embargoes, domestic or foreign governmental regulations or orders, acts of the purchaser or lessee, its agents or employees, strikes, lock-outs, work stoppages or other labor difficulties, shortages of or inability to obtain shipping space or transportation, partial or entire failure of our, or our vendor’s production facilities, inability to secure supplies at current prices, shortages of raw materials, delivery delays, etc. The Butler Corporation shall not be liable for inclusions, omissions, calculations, misunderstandings, mistakes, errors and/or exclusions, etc. in this Agreement, and reserves the right to change, amend, delete or modify them without incurring any obligation, expense and/or liability. The Butler Corporation reserves the right to invalidate this Agreement or to change, amend, and/or modify prices, allowances, incentives, rebates, discounts, promotions, descriptions, deletions, specifications, and/or errors, etc. without incurring any obligation, expense, and/or liability. The Butler Corporation’s maximum liability if product(s) fails to perform or is deficient or defective; shall not exceed the original purchase price of the product, regardless of the legal theory asserted.

NON-DEFECTIVE ITEMS

A non-defective item for return or exchange must be returned to The Butler Corporation within 30 days of shipment of the replacement item to be eligible for credit. No credit will be issued for items that have been used or damaged. Customer is responsible for the payment of shipping and handling charges.

WARRANTIED ITEMS

A replacement for a warranted item(s) will be shipped at our current selling price. A credit will be issued if the warrantied item(s) is returned to The Butler Corporation within 30 days of shipment of the replacement item(s) and if the item(s) was covered under the warranty contained in the Butler System Warranty Booklet. Complete warranty information is contained in the Butler System Warranty Booklet available upon request at anytime.

NOTE: All Butler System parts are affixed with a tamper proof identification label. This label is designed with tamper evident features. Do not attempt to remove the label. A return part is required to have this label intact. No credit will be issued if the label is non-existent, destroyed or appears to have been tampered with.

GOVERNING LAW AND JURISDICTION

All transactions, agreements, and disputes of any kind involving The Butler Corporation shall be governed by Massachusetts Laws and shall be brought in the Commonwealth of Massachusetts. It is hereby agreed that the Commonwealth of Massachusetts shall have exclusive jurisdiction over any and all claims or disputes of any kind against The Butler Corporation, including but not limited to: breach of contract, warranty, or any other claims. You (the purchaser or lessee) hereby waives any argument or right to any jurisdiction outside Massachusetts borders. In the event you file any action against The Butler Corporation or its affiliates inconsistent with this jurisdictional waiver, you agree that you shall be responsible for all attorneys’ fees and travel costs associated with The Butler Corporation’s defense of such out-of-state action. Further, at its sole election, The Butler Corporation may demand arbitration for any dispute arising under this Agreement and the Butler System Warranty Booklet relevant hereto, and you agree that you shall share the upfront cost of the arbitration, to occur in Hampden County, Massachusetts. The rules of the American Arbitration Association shall apply.

ELECTRONIC DOCUMENTS AND SIGNATURES

This document and all other correspondence may be executed by original (hard copy), facsimile, or electronic transmissions. Federal and Massachusetts law allow for facsimile and electronic documents and signatures to have the same validity as an original document or signature. The Butler Corporation will use the FAX number and/or email address that has been provided, unless otherwise requested. You may choose not to participate in facsimile or electronic transmission, at any time, by faxing, emailing or mailing a written notice to The Butler Corporation.

PURCHASE AND SALE AGREEMENT FOR BUTLER SYSTEM

1. COMMENCEMENT OF AGREEMENT

It is understood that this Agreement commences with The Butler Corporation’s receipt of this signed Purchase and Sale Agreement. The terms and conditions contained in this Agreement and in the Butler System Warranty Booklet referenced below, and incorporated herein by reference, constitutes the entire agreement between you (the purchaser or lessee) and The Butler Corporation. The terms of this Agreement cannot be waived or modified, unless amended in writing, and signed by the CEO of The Butler Corporation.

2. DEPOSITS

Deposits for the Butler System, vehicle (if applicable), and options selected are non-refundable, as the Butler System and vehicle (if applicable), are reserved specifically for you (the purchaser or lessee) upon acceptance of this signed Agreement. The Butler System, components, options, vehicle and all documents will be assigned: Identification Numbers, Serial Numbers, the Vehicle Identification Number (VIN), and the Certificate of Origin (new vehicle) or Title (pre-owned vehicle) that are specific to your Butler System and/or vehicle combination. In the event that you do not take delivery or do not pay the outstanding amount of this Agreement or any Invoice(s)/Bill of Sale(s), The Butler Corporation shall be entitled to reassign the Butler System and/or vehicle and retain the deposit. It is agreed that the deposit is a fair and equitable liquidated damage award to The Butler Corporation should you cancel for any reason. At the exclusive option of The Butler Corporation, it may pursue any damages for breach of contract incurred in excess of the deposit. The Butler Corporation retains all rights and remedies for breach of contract under Massachusetts law as stated below.

3. SALES AND USE TAX INFORMATION

The following is The Butler Corporation’s interpretation of the Commonwealth of Massachusetts’ sales tax obligations for you (the purchaser or lessee) and The Butler Corporation. Sales, Use and other taxes and all fees and charges levied in connection with the Butler System, Vehicle, Unit (Butler System and Vehicle) and/or Goods and their use during ownership, are your sole responsibility and obligation. You agree to indemnify and hold The Butler Corporation harmless in the event a tax liability is imposed as a result of these transaction(s). You agree to be responsible for completing such tax payment(s) either in your state of residence or in the Commonwealth of Massachusetts if it is determined at any time that the tax requirements have NOT BEEN satisfied regarding your purchase(s). All prices are net F.O.B. Ludlow, Massachusetts. Prices do not include shipping and handling, special packaging, insurance, transporting, or any other costs associated with shipping.

BUTLER SYSTEM ONLY (New or Pre-owned) for use inside or outside the Commonwealth of Massachusetts: The Butler Corporation is obligated to collect Massachusetts sales tax if you (the purchaser) purchase a new or pre-owned Butler System that is to be installed into a new, pre-owned or purchaser-owned vehicle and you take possession of said Butler System within the Commonwealth of Massachusetts, whether or not for delivery or use outside the Commonwealth of Massachusetts.

Butler System and vehicle are transported by a transport carrier or a driving service out of the Commonwealth of Massachusetts for delivery and use in another state.

The Butler Corporation is not obligated to collect Massachusetts sales tax if you purchase a new or pre-owned Butler System from The Butler Corporation that is to be installed into a new, pre-owned or purchaser-owned vehicle and the Butler System is financed or leased through a bank, finance, or lease company that provides The Butler Corporation with their sales tax exempt certificate. The company providing the financing or leasing will inform you of its procedures and your tax obligation(s) for the state in which the tax is owed.

UNIT (New or Pre-Owned Butler System and Pre-Owned Vehicle) sold as a combined package at one fixed advertised price for use outside the Commonwealth of Massachusetts: TThe Butler Corporation is not obligated to collect Massachusetts sales tax if you are an out-of-state purchaser and you purchase a Unit (new or pre-owned Butler System and pre-owned vehicle) from The Butler Corporation as a combined package at one fixed price, and the Unit is to be titled in a state outside of the Commonwealth of Massachusetts and there are no other tax obligation(s) as described herein.

UNIT (New or Pre-Owned Butler System and Pre-Owned Vehicle) for use inside the Commonwealth of Massachusetts: A new or pre-owned Butler System and pre-owned vehicle purchased from The Butler Corporation cannot be sold as a Unit in the Commonwealth of Massachusetts and must be listed separately in order to satisfy the required Massachusetts sales tax obligations. The Butler Corporation is obligated to collect Massachusetts sales tax on the Butler System only, if you purchase a new or pre-owned Butler System and a pre-owned vehicle from The Butler Corporation and the vehicle is to be titled within the Commonwealth of Massachusetts, and there are no tax exemptions that apply as described herein. Sales tax on the pre-owned vehicle will be collected by the Massachusetts Division of Motor Vehicles when the vehicle is registered.

GOODS (Parts and Supplies) for delivery outside the Commonwealth of Massachusetts: Anyone who purchases Goods (parts and supplies) and said Goods are to be delivered outside the Commonwealth of Massachusetts, the sale of said Goods are exempt from Massachusetts sales tax. You (the purchaser), by the acceptance of said Goods, warrant that said Goods are not to be used, re-used, or re-sold in the Commonwealth of Massachusetts. You agree to indemnify and hold The Butler Corporation harmless in the event a tax liability is imposed as a result of the sale of said Goods. Therefore, if it is determined at a future time that taxes are required on said Goods, it is your responsibility for payment of any tax and/or penalty, whether in your state of residence or in the Commonwealth of Massachusetts.

GOODS (Parts and Supplies) for delivery and/or possession within the Commonwealth of Massachusetts: The Butler Corporation is obligated to collect Massachusetts sales tax if you purchase Goods (parts, and supplies) from The Butler Corporation and the delivery and/or possession of said Goods is within the Commonwealth of Massachusetts, whether or not for redelivery or use outside the Commonwealth of Massachusetts.

4. PAYMENT

It is necessary that The Butler Corporation receive payment for the outstanding amount of this Agreement or any Invoice(s)/Bill of Sale(s), prior to you (the purchaser or lessee) accepting delivery or before any new or pre-owned Butler System/vehicle can be released or transported. Please follow the payment instructions you will receive from your funding source or The Butler Corporation during the funding process. Payments must be in United States currency in the form of cash, certified check, cashier’s check, bank check or wire transfer.

5. OWNERSHIP DOCUMENTS

The Butler Corporation will provide you (the purchaser or lessee) or your finance/lease company with any necessary or relevant ownership materials, such as the Bill of Sale, the manufacturer’s Certificate of Origin, an Odometer Disclosure Statement, and any related documents for your new or pre-owned Butler System and vehicle if purchased through the Butler Corporation. This information will allow you or your finance or leasing company to insure and register your vehicle and obtain license plate(s) from the state in which you reside.

6. INSURANCE RESPONSIBILITIES

The Butler Corporation’s insurance against loss or damage terminates when you (the purchaser or lessee) accepts delivery of the Butler System/vehicle at the Butler factory or when the Butler System is in the possession of a transport carrier or driving service. It is your responsibility to obtain insurance on the Butler System, its options and the vehicle, prior to you or your transport carrier or driving service, taking possession of your Butler System/vehicle and/or goods.

Note: For customers who are supplying their own vehicle, for the installation of the Butler System or for any other reason, it is important that the vehicle be insured by you at all times while at The Butler Corporation.

7. LICENSE PLATE REQUIREMENTS

The Commonwealth of Massachusetts does not issue temporary or in-transit license plates. Therefore, it is necessary for you, or your finance/lease company to obtain permanent, temporary or in-transit license plate(s) from the state in which you reside.

8. BUTLER SYSTEM WARRANTY

The Butler System is provided with varying warranty coverage to protect your investment should a warranty part or component need repair or replacement. The Butler System Warranty Booklet explains the various warranty coverage intervals for each covered part and component. Complete warranty information in effect at the time of sale for new and pre-owned Butler Systems sold by The Butler Corporation are available at any time upon request or online at butlersystem.com. Important terms are contained in the Butler System Warranty Booklet, including but not limited to, mandatory arbitration and a one-year deadline for bringing a claim under this Agreement. By signing this Agreement, you (the purchaser or lessee) are acknowledging; that you have read and accepted all the terms, conditions, and obligations contained in the Butler System Warranty Booklet; including EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS.

9. VEHICLE WARRANTY INFORMATION

The Commonwealth of Massachusetts granted to The Butler Corporation a Class 1 “Agent or Seller’s License” (Dealers License) that permits it to purchase and sell new and second-hand motor vehicles nationwide. The Butler Corporation is recognized by the vehicle manufacturers as an “upfitter” (a company that makes extensive alterations or upfits to a vehicle for a specific purpose prior to being placed into service). The Butler Corporation is not a “franchised dealership.” Therefore, the vehicle warranty fulfillment is the sole responsibility of the vehicle manufacturer and the vehicle manufacturer’s “franchised dealerships,” whether you purchase a new vehicle through The Butler Corporation or supply your own vehicle. The Butler Corporation’s warranty is not extended or intended for use on any part and/or labor cost related to the vehicle. The Butler Corporation provides a limited vehicle warranty when the vehicle manufacturer’s warranty has expired and the vehicle was purchased from The Butler Corporation as “pre-owned” and NOT “as-is.” Complete warranty information in effect at the time of sale for “Butler pre-owned vehicles” are available upon request at anytime.

10. GOVERNING LAW AND JURISDICTION

11. DELIVERY DELAYS AND OTHER PROVISIONS

The Butler Corporation shall not be responsible for delays in delivery or failure to deliver due to causes beyond its control, including but not limited to: earthquakes, tornadoes, power outages, lightning, snow or ice storms, floods or other acts of nature, war mobilization, civil commotion, riots, embargoes, domestic or foreign governmental regulations or orders, acts of the purchaser or lessee, its agents, or employees, strikes, lock-outs, work stoppages or other labor difficulties, shortages of or inability to obtain shipping space or transportation, partial or entire failure of our or our vendors’ production facilities, inability to secure supplies at current prices, shortages of raw materials, vehicle availability, vehicle delivery delays, vehicle holds, vehicle recalls, vehicle damages, vehicle defects etc. The Butler Corporation shall not be liable for inclusions, omissions, calculations, misunderstandings, mistakes, and/or exclusions, etc., in this Agreement and reserves the right to change, amend, delete, or modify them without incurring any obligation, expense, and/or liability. The Butler Corporation reserves the right to invalidate this Agreement or to change, amend, and/or modify prices, allowances, incentives, rebates, discounts, promotions, documentation fees, descriptions, deletions, specifications, and/or errors, etc., without incurring any obligation, expense, and/or liability.

12. DEPOSIT REFUND

Deposit(s) will be refunded to you (the purchaser or Lessee) when The Butler Corporation has been paid the entire purchase price, and when we have received a copy of the vehicle’s registration, if the vehicle was purchased or leased through The Butler Corporation.

13. ELECTRONIC DOCUMENTS AND SIGNATURES

This Quotation/Agreement and all other corresponding documents may be executed by original (hard copy), facsimile, or electronic signature. Federal and Massachusetts law allow for electronic and facsimile documents and signatures to have the same validity as a manually-signed original document. When electronic correspondence is chosen, The Butler Corporation will use the email address and/or FAX number that has been provided, unless otherwise requested. You may choose not to participate in electronic or facsimile transmissions, at any time, by faxing, emailing or mailing a written notice to The Butler Corporation.