1. GOVERNING TERMS

All sales by Ledwell (“Seller”) are expressly limited to and governed by these Terms and Conditions of Sale (“Terms”). Any additional or conflicting terms proposed by Buyer are rejected unless expressly agreed to in writing by Seller. Buyer’s written or verbal acceptance of a Ledwell quote, submission of a purchase order, acceptance of delivery, or use of the equipment constitutes acceptance of these Terms.

2. PRICES, TAXES, AND PAYMENT

Prices are exclusive of taxes, duties, freight, and insurance, all of which shall be borne by Buyer. Payment is required prior to shipping unless otherwise stated in writing. Seller reserves the right to suspend delivery for non-payment.

3. DELIVERY, TITLE, AND RISK OF LOSS

Delivery shall be FCA Seller’s facility unless otherwise agreed in writing. Title and risk of loss pass to Buyer upon delivery to the carrier. Delivery dates are estimates only.

4. INSPECTION AND ACCEPTANCE

Buyer shall inspect the equipment immediately upon receipt. Use of the equipment, or failure to notify Seller in writing of any non-conformity within ten (10) days constitute irrevocable acceptance of the equipment as delivered.

5. LIMITED WARRANTY

Seller warrants that the equipment will be free from defects in materials and workmanship under normal use and service for the period specified in Seller’s Limited Warranty, provided with the equipment. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES.

6. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN SECTION 5, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, OR BUSINESS  INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY.

8. EXCLUSIVE REMEDY

Buyer’s sole and exclusive remedy, and Seller’s entire liability, for any claim arising out of or related to the equipment shall be, at Seller’s option, repair or replacement of the defective part, or refund of the purchase price of the affected equipment.

9. BUYER RESPONSIBILITIES

Buyer is solely responsible for: (a) selection of the equipment for its intended use; (b) operator training and qualification; (c) compliance with all applicable laws and safety regulations; (d) proper operation, inspection, and maintenance according to the Seller’s operations manual; and (e) ensuring all safety guards, labels, and warnings remain intact and legible.

10. MISUSE AND MODIFICATION

Seller shall have no responsibility or liability for damages or injuries arising from misuse, improper operation, failure to follow Seller’s operations manual or warnings, operation by untrained personnel, or any modification or repair not authorized in writing by Seller.

11. INDEMNIFICATION

To the fullest extent permitted by law, Buyer shall defend, indemnify, and hold Seller harmless from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to Buyer’s or any end user’s misuse, improper operation, unauthorized modification, or failure to comply with Seller’s operations manuals or safety instructions.

12. INSURANCE

Buyer shall maintain commercially reasonable insurance coverage, including commercial general liability insurance with products-completed operations coverage, sufficient to cover risks associated with operation of the equipment.

13. GOVERNING LAW AND VENUE

These Terms shall be governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Exclusive venue for any dispute shall be in the state or federal courts located in Bowie County, Texas.

14. SEVERABILITY

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

15. ENTIRE AGREEMENT

These Terms constitute the entire agreement between Seller and Buyer regarding the sale of the equipment and supersede all prior or contemporaneous verbal or written agreements or communications.

1. GOVERNING TERMS

All sales of parts by Ledwell (“Seller”) are expressly limited to and governed by these Parts Terms and Conditions of Sale (“Parts Terms”). Any additional or conflicting terms proposed by Buyer are rejected unless expressly agreed to in writing by Seller. Buyer’s submission of a purchase order, acceptance of delivery, or use of the parts constitutes acceptance of these Parts Terms.

2. SCOPE OF SALE

Seller sells component or replacement parts only. Seller does not install parts, inspect Buyer’s equipment, or evaluate overall equipment condition unless expressly agreed in writing under a separate service agreement.

3. PRICES, TAXES, AND PAYMENT

Prices are exclusive of taxes, duties, freight, and insurance, all of which shall be borne by Buyer. Payment is required prior to shipping unless otherwise agreed in writing.

4. DELIVERY, TITLE, AND RISK OF LOSS

Delivery shall be FCA Seller’s facility unless otherwise agreed in writing. Title and risk of loss pass to Buyer upon delivery to the carrier.

5. INSPECTION AND ACCEPTANCE

Buyer shall inspect parts immediately upon receipt. Failure to notify Seller in writing of any non-conformity within ten (10) days constitutes irrevocable acceptance of the parts as delivered.

6. LIMITED PARTS WARRANTY

Seller warrants that parts manufactured by Seller and covered under Seller’s corporate Limited Warranty Policy shall be free from defects in material and workmanship for a period of one (1) year from the date of delivery. For such covered parts, warranty coverage shall include parts and labor reimbursement as specified in the Limited Warranty Policy. Replacement parts provided under warranty will be warranted only for the remainder of the original warranty period. Parts not manufactured by Seller are warranted only to the extent of the original manufacturer’s warranty, if any. All warranty claims must be submitted and processed in accordance with the procedures set forth in Seller’s Limited Warranty Policy, including prior approval and Return Material Authorization (RMA) requirements.

7. WARRANTY EXCLUSIONS AND DISCLAIMER

Warranty coverage excludes normal wear and tear, misuse, abuse, overloading, improper installation, failure to perform recommended maintenance, unauthorized repairs or modifications, and environmental or corrosive conditions. EXCEPT AS EXPRESSLY STATED IN SECTION 6, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INSTALLATION AND APPLICATION

Buyer is solely responsible for proper selection, installation, application, and verification of compatibility of the parts. Seller makes no representation that parts sold will restore equipment to a safe, compliant, or fully operational condition.

9. NO DUTY TO INSPECT OR CERTIFY

Seller has not inspected the equipment on which the parts may be installed and does not undertake any duty to identify defects, hazards, or unsafe conditions. Sale of parts does not constitute a safety inspection, certification, or approval of Buyer’s equipment.

10. MISUSE AND MODIFICATION

Seller shall have no liability for damages or injuries arising from improper installation, misuse, failure to follow instructions, operation by untrained personnel, or modification of the parts or equipment.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

12. EXCLUSIVE REMEDY

Buyer’s sole and exclusive remedy for any defective part shall be limited to repair or replacement of the defective part or refund of the purchase price paid for that part, at Seller’s option, as provided in the Limited Warranty Policy.

13. INDEMNIFICATION

To the fullest extent permitted by law, Buyer shall defend, indemnify, and hold Seller harmless from any claims, damages, losses, or liabilities arising out of or related to the installation, application, or use of the parts.

14. GOVERNING LAW AND VENUE

These Parts Terms shall be governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Exclusive venue shall lie in the state or federal courts located in Bowie County, Texas.

15. SEVERABILITY

If any provision of these Parts Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

16. ENTIRE AGREEMENT

These Parts Terms constitute the entire agreement regarding the sale of parts and supersede all prior or contemporaneous communications. In the event of any conflict, Seller’s Limited Warranty Policy shall control with respect to warranty matters.

1. GOVERNING TERMS

All service work performed by Ledwell (“Seller”) is expressly limited to and governed by these Service Terms and Conditions (“Service Terms”). Any additional or conflicting terms proposed by Buyer are rejected unless expressly agreed to in writing by Seller. Buyer’s request for service, approval of a service quotation or work order, or acceptance of completed Services constitutes acceptance of these Service Terms.

2. SCOPE OF SERVICES

Seller shall perform only the specific services expressly described in the applicable service quotation, work order, or invoice (“Services”). Seller does not undertake to inspect, identify, diagnose, or correct any condition, defect, or hazard outside the expressly agreed Services.

3. NO SAFETY INSPECTION OR CERTIFICATION

Unless expressly stated in writing, Seller’s Services do not constitute a safety inspection, certification, or assessment of the equipment. Seller makes no representation that the equipment is safe to operate following completion of the Services.

4. EQUIPMENT CONDITION

Buyer acknowledges that the equipment may contain pre-existing defects, wear, damage, improper repairs, or unauthorized modifications. Seller shall have no responsibility for conditions existing prior to the Services or for conditions not reasonably observable within the scope of the Services.

5. BUYER RESPONSIBILITIES

Buyer is solely responsible for providing a safe work environment, disclosing known hazards, ensuring the equipment is properly prepared for service, and operating and maintaining the equipment after completion of the Services.

6. LIMITED SERVICE WARRANTY

Seller warrants only that the Services will be performed in a workmanlike manner consistent with generally accepted industry standards. This warranty applies only to the Services performed and does not extend to the condition, performance, or future operation of the equipment.

7. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN SECTION 6, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. RETURN TO SERVICE

Upon completion of the Services, Buyer assumes all responsibility for inspection, operation, and maintenance of the equipment. Seller shall not be responsible for injuries or damages arising after the equipment is returned to service.

9. MISUSE AND MODIFICATION

Seller shall have no liability for damages or injuries arising from misuse, improper operation, failure to follow Seller’s instructions, operation by untrained personnel, or modification or repair of the equipment not authorized by Seller.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

11. INDEMNIFICATION

To the fullest extent permitted by law, Buyer shall defend, indemnify, and hold Seller harmless from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising out of or related to the condition of the equipment, Buyer’s operation of the equipment, or hazards not within the scope of the Services.

12. INSURANCE

Buyer shall maintain commercially reasonable insurance coverage sufficient to cover risks associated with operation of the equipment.

13. GOVERNING LAW AND VENUE

These Service Terms shall be governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Exclusive venue shall lie in the state or federal courts located in Bowie County, Texas.

14. SEVERABILITY

If any provision of these Service Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

15. ENTIRE AGREEMENT

These Service Terms constitute the entire agreement regarding service work and supersede all prior or contemporaneous agreements or communications.