Terms and Conditions

Power Solutions International, Inc. (“Seller”) offers to sell equipment, components, parts, or services (“Goods”) upon these terms and conditions to the named entity (“Buyer”). Acceptance occurs upon purchase order issuance, written acceptance, or receipt of Goods. This document constitutes the complete and exclusive statement of terms, superseding all previous agreements. Buyer’s conflicting terms are rejected and deemed non-binding. The Agreement may only be modified in writing signed by all parties.

Prices are F.O.B. Seller’s Plant unless stated otherwise, based on shipping entire orders simultaneously. Invoice payment is due net thirty (30) calendar days following shipment or invoice, whichever is earlier. Past-due amounts accrue 18% annual interest or the highest legally-permitted rate. Buyer indemnifies Seller for collection expenses including attorney’s fees and court costs. Seller may require advance payment if Buyer’s financial condition appears inadequate. Prices are firm for thirty (30) calendar days; thereafter subject to change without notice.

Buyer pays all applicable sales, use, revenue, excise, and other taxes on the Goods. Taxes are additional to the purchase price. Buyer reimburses Seller for any non-income taxes Seller must pay regarding the sale, delivery, storage, processing, use, consumption, or transportation of Goods. Buyer may provide acceptable tax exemption certificates instead.

(a)Goods deliver F.O.B. Seller’s Plant in Wood Dale, Illinois, unless otherwise stated. Delivery constitutes complete final delivery. All shipping and delivery dates are estimates only and non-binding. Seller incurs no liability for losses from shipping delays or damage. Shipping schedules depend on Seller’s Plant capacity, material availability, and tooling. Seller selects shipping means and carrier.

(b)Risk of loss, damage, and shortage passes to Buyer upon delivery. Buyer pursues carrier claims exclusively. Seller doesn’t insure Goods against transit damage unless expressly agreed for additional charge. Buyer covers freight, packaging, insurance, and tax costs.

(c)Shortages or excesses up to 10% from ordered quantity satisfy the Order. Orders depend on Seller’s ability obtaining raw materials and current manufacturing schedules and government regulations. Seller uses best efforts furnishing Goods within published limits and standard tolerances. All specifications regarding weight, size, length, and diameter are approximate. Seller reserves right delivering Goods with immaterial specification deviations.

Buyer must inspect Goods immediately upon receipt and provide written notice of any defects or nonconformity within seven (7) calendar days. Failure to notify within this period means Buyer irrevocably accepts the Goods. Buyer bears inspection expenses. Sole remedy for defective Goods is Section 11.

Except for Nonconforming Goods per Section 11, Goods cannot be returned without prior written consent from Seller’s President or Vice President. Only unused Goods currently manufactured by Seller, invoiced within 30 days of proposed return, qualify. Return credit subjects to minimum 20% service charge plus transportation costs. Custom-built Goods aren’t returnable. Goods must be securely packed and fully insured by Buyer.

If performance becomes impracticable due to causes beyond Seller’s reasonable control—including Acts of God, fire, flood, explosion, vandalism, sabotage, riot, civil unrest, terrorism, war, insurrection, severe weather, supply failures, inability obtaining licenses/permits/materials/equipment, Buyer acts, shipping delays, Order changes, strikes, labor disputes, or government laws/acts/orders—then: (i) Seller bears no liability for resulting losses; (ii) Seller is excused from performance to the extent impracticable; and (iii) Seller may adjust pricing accordingly.

(a)Orders cannot be cancelled by Buyer without Seller’s authorized officer written consent, which must provide indemnification terms fully compensating Seller for all cancellation losses and costs, including special materials, parts in process, special tools, handling, and related expenses.

(b)Upon Buyer’s default or if Seller reasonably questions Buyer’s creditworthiness, Seller may: immediately cancel the Agreement; stop work; refuse shipment; recall in-transit Goods; repossess stored Goods; recover losses and damages; and pursue legal remedies. Buyer consents recalled or repossessed Goods become Seller’s absolute property with full Buyer credit, waiving replevin notice. This doesn’t limit Uniform Commercial Code remedies under Illinois law. Default includes insolvency, bankruptcy proceedings, creditor assignments, receiver/trustee appointments, or Agreement violations. Buyer represents solvency and agrees notifying Seller immediately of default events.

(c) Upon contingencies in Section 7, Seller may optionally cancel the Agreement or any part without liability.

Buyer installs all Goods. Seller bears no installation expenses.

Seller assigns all manufacturer’s warranty rights and benefits to Buyer, if assignable, and assists coordinating claims.

“SELLER MAKES NO FURTHER WARRANTY OF ANY KIND. SELLER DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO SPECIFICATIONS, MODELS, SAMPLES OR OTHERWISE. SELLER WILL NOT BE LIABLE FOR ANY GENERAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOSS OF USE OR PROFITS, FOR ANY BREACH OF WARRANTY OR NEGLIGENCE.”

Seller’s liability for breaches is limited to either: (i) repairing or replacing Goods reasonably determined defective or nonconforming upon proper notice (“Nonconforming Goods”), or (ii) crediting the amount paid, at Seller’s sole discretion. Seller’s aggregate liability never exceeds the purchase price and excludes labor, shipping, or other repair/replacement/reinstallation/reshipment costs. Buyer must provide Seller access to questioned Goods. Seller only repairs/replaces Goods proven defective under ordinary, normal use.

Upon Seller request, Buyer returns questioned Goods to Seller’s Plant at Buyer’s risk and expense. Nonconforming Goods must include proof of purchase; Buyer prepays transportation, which Seller reimburses. Repaired/replaced Goods re-deliver F.O.B. Seller’s Plant. Seller isn’t required replacing more than actually-defective Goods. No allowance exists for Buyer repair expenses except with Seller written consent. If Seller agrees replacing/repairing, Buyer pays all dismantling, reassembling, and handling facility costs. Buyer determines product suitability for its applications.

“THIS PARAGRAPH’S REMEDY IS BUYER’S SOLE AND EXCLUSIVE REMEDY AGAINST SELLER AND BUYER WAIVES ALL OTHER REMEDIES AGAINST SELLER.”

Buyer waives and releases Seller from, and defends, indemnifies, and holds harmless Seller and its shareholders, directors, officers, affiliates, predecessors, successors, and assigns from any claims, actions, liabilities, liens, losses, expenses, and costs (including litigation costs and attorney’s fees) by Buyer or third parties relating to: (i) Goods manufacture, purchase, sale, ownership, operation, or use or any device/material incorporating Goods; and (ii) any Buyer obligation breach or acts primarily attributable to Buyer or its employees/agents conduct, including negligence or reckless conduct, Goods maintenance, modifications, or inappropriate use, regardless of Seller’s fault degree or claim manner.

Buyer bears sole responsibility providing adequate safeguards, work-handling tools, and safety devices for safe workplace and personnel protection from injury or death. Compliance with federal, state, local codes and industry standards is Buyer’s responsibility alone. Seller bears no responsibility for Buyer’s failure ordering, installing, or using safeguards, tools, or safety devices. Buyer establishes safe operating procedures for all Goods users. Buyer shall not remove or modify Goods devices, warning signs, or manuals.

In no event shall Seller or its shareholders, directors, officers, affiliates, predecessors, successors, and assigns be liable to Buyer or third parties for incidental, indirect, consequential, exemplary, or special losses, damages, costs, or expenses relating to Goods manufacture/sale, use, inability to use, or related acts/omissions (including lost profits or property use loss), regardless of fault degree, and whether or not Seller knew of potential liability. Seller’s aggregate liability under this Agreement never exceeds the Goods purchase price.

If Buyer fails making two (2) consecutive undisputed payments or amounts are undisputed in writing timely, Seller may seek mechanic’s lien on unpaid or undisputed Goods (“Collateral”). Seller notifies Buyer before filing lien. Any Collateral repossession, sale, or disposal offsets amounts due for Goods. Buyer pays all collection expenses, including attorney’s fees and court costs.

(a)Where Seller provides models, prototypes, preproduction, evaluation, or specification samples (“Prototypes”), whether per Buyer designs/specifications, Buyer must examine Prototypes fully. Prototypes cannot be offered for sale, sold, provided to, or incorporated into devices/materials/products subsequently offered for public sale/consumption/use. Buyer defends, indemnifies, and holds harmless Seller and its shareholders, directors, officers, affiliates, predecessors, successors, and assigns from claims, actions, liabilities, liens, losses, and costs (including litigation costs and attorney’s fees) from Buyer’s Section 15 breach.

(b)If Seller manufactures/sells material meeting Buyer’s particular specifications not in Seller’s standard product line, Buyer defends, protects, holds, and saves harmless Seller against all suits and damages, claims, and demands for actual or alleged infringement of any United States or foreign patent and defends any suits from alleged infringement because of material manufacture/sale.

Seller isn’t bound by any agreement or writing, regardless of employee/agent authority claims, unless signed by Seller’s President or Vice President.

Buyer acknowledges Seller possesses confidential/proprietary information including know-how, trade secrets, patent applications, formula books, research/invention information, customer/vendor/supplier lists, customer sales histories, customer data, processes, specifications, computer programs, drawings, designs, marketing plans, bid/pricing information (including Goods pricing), and other trade secrets (“Confidential Information”). Buyer won’t disclose Confidential Information to anyone or use it for itself or third parties without Seller’s corporate officer specific authorization.

Buyer acknowledges Confidential Information disclosure causes irreparable harm where monetary damages are inadequate. Seller may enforce Section 17 seeking injunctive or equitable relief in competent jurisdiction courts without showing actual damages or posting bonds. Such relief supplements any law or Agreement remedies.

(a) Any Buyer claim or action relating to Goods sale or use must commence not later than one (1) year after Buyer knew or reasonably should have known of the claim, but never later than two (2) years after delivery tender. Failure commencing action within this period bars it and eliminates Seller liability.

(b)No Seller failure requiring strict Buyer performance waives any right demanding subsequent strict performance. No waiver, alteration, or modification binds Seller unless made in writing by the President or Vice President. Party waiver of any other party default doesn’t waive subsequent defaults. Seller’s reserved rights and remedies are cumulative and additional to law-provided remedies.

This Agreement operates under Illinois substantive laws, without choice-of-law rules. Buyer submits to Illinois state and federal courts (Cook County) jurisdiction, which has exclusive jurisdiction and venue. Buyer designates Illinois Secretary of State as authorized service-of-process agent.

If any Agreement provision is invalid or unenforceable, it’s modified or severed minimally enabling that and remaining provisions to be valid and enforceable. Other terms remain in full force and effect.

Buyer may not assign Agreement rights or obligations without Seller’s authorized officer written consent. Upon permitted assignment, these Terms of Sale bind successors and Buyer assigns.

If, resulting from or connecting to Agreement performance, Seller alone or with Buyer develops, discovers, or invents any product, device, improvement, technique, invention, know-how, derivative work, or intellectual property, it’s not work-made-for-hire. All right, title, and interest vest exclusively in Seller. Buyer executes and delivers documents Seller reasonably requests evidencing Seller’s exclusive intellectual property ownership.

Payment terms, if granted, are due from invoice date. Deductions aren’t allowed from invoices unless Seller approves. Material returns require Seller approval, a Material Return Authorization (RMA) issuance, and Seller receipt. Returned items face minimum 20% restocking charge, and Buyer pays return freight.

Debits, deductions, or payment withholding for warranty work on parts or engines aren’t allowed, including warranty product. Warranty issues separate from invoice payments are resolved through Warranty Department. Buyer pays reasonable collection and attorney fees for collection proceedings. Seller won’t refund credit balances. Seller may terminate, change, or rescind the Agreement anytime, including revoking open credit and changing credit limits.

This acknowledges Buyer (“Customer”) purchase order for specified products (“Products”) of Power Solutions International, Inc. (“PSI”) and sets forth sale terms and conditions. If acknowledgment terms differ from Customer’s order terms, the acknowledgment constitutes a counteroffer effective only if Customer assents to contained Terms and Conditions, constituting the complete agreement.

Customer assent is deemed given upon failure objecting to Terms and Conditions in writing within ten (10) days from acknowledgment receipt. Product delivery acceptance without immediate return further evidences assent. No Terms and Conditions additions or modifications are effective unless made in writing and signed by both parties.

Transaction terms include Sales Order Acknowledgement terms and PSI’s Standard Terms and Conditions found at www.psiengines.com/terms-and-conditions. PSI may modify standard terms anytime by posting new versions; these changes don’t affect parties’ rights/obligations for prior-shipped products. Subsequent shipments follow terms in effect at shipment time. Failure objecting to new changes before shipment constitutes acceptance.

PSI’s performance doesn’t constitute accepting Customer purchase order provisions differing from or additional to Sales Order Acknowledgement and PSI’s Standard Terms and Conditions; such different/additional provisions are expressly rejected and void. Customer’s inconsistent/additional terms in acknowledging/accepting Sales Order Acknowledgement or issuing purchase orders, releases, shipping instructions, or other documents don’t apply.

The above conditional acceptance doesn’t apply to transactions with duly-executed written supply or similar agreements by both PSI and Customer. Such agreements govern the transaction and party relationship.