Terms and Conditions – Subcontractors

1. Signed Contract: These Terms and Conditions and A to Z Machine Co., Inc.’s Purchase Order to Subcontractor are the “Contract.” All terms and conditions contained in any prior or subsequent oral or written communications, including, without limitation, terms and conditions contained in Subcontractor’s Purchase Order or Acknowledgement, which are different from or in addition to the Contract are hereby rejected and shall not be binding on A to Z Machine Co., Inc. and A to Z Machine Co., Inc. hereby objects thereto.

2. Insurance: Subcontractor shall purchase and maintain insurance that will protect Subcontractor from claims arising out of Subcontractor operations under this Agreement, whether the operations are by Subcontractor, or any of the Subcontractor’s consultants or subcontractor or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. Subcontractor shall name A to Z Machine Co., Inc as additional ensured and provide a Certificate of Insurance to A to Z Machine Co., Inc.

3. Indemnification: The work performed by Subcontractor shall be at the risk of the Subcontractor exclusively. Subcontractor hereby indemnifies and holds A to Z Machine Co., Inc., its parent and affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, actions, losses, judgments, or expenses, including reasonable attorneys’ fees, arising from or in any way connected with the work performed, materials furnished, or services provided to A to Z Machine Co., Inc. by Subcontractor during the term of the Agreement.

4. Understanding of Non-Employment: Subcontractor is an independent contractor and not an employee of A to Z Machine Co., Inc.

5. Risk of Loss; Title: Title to and risk of loss or of damage to the Goods shall remain with Subcontractor until delivery to A to Z Machine Co., Inc. at the destination specified in the applicable Purchase Order. A to Z Machine Co., Inc. shall not be required to assert any claims against common carriers. Subject to A to Z Machine Co., Inc.’s right of inspection and rejection of nonconforming goods under the Uniform Commercial Code, A to Z Machine Co., Inc. shall be deemed to have accepted the Goods, and title and risk of loss or damage to such Goods shall pass to A to Z Machine Co., Inc. upon delivery to the appropriate address specified in the applicable Purchase Order unless A to Z Machine Co., Inc. notifies Subcontractor of A to Z Machine Co., Inc.’s rejection of the Goods within a reasonable time.

6. Overshipments and Advance Shipments: Subject to its rights of inspection and acceptance, A to Z Machine Co., Inc. shall have no obligation to accept (a) Goods which exceed the quantity specified in the applicable Purchase Order (“overshipments”), or (b) Goods delivered to the wrong A to Z Machine Co., Inc. location or prior to the delivery date designated in the applicable Purchase Order (“advance shipments”). For advance shipments A to Z Machine Co., Inc. may, at its option, either return the Goods at Subcontractor’s sole risk and expense (including, without limitation, transportation charges) or delay paying the Purchase Price until the payment date which corresponds to the delivery date designated in the applicable Purchase Order. A to Z Machine Co., Inc. shall hold overshipments at Subcontractor’s risk and expense for a reasonable time while awaiting shipping instructions from Subcontractor, and any shipment of such Goods shall be at Subcontractor’s sole risk and expense.