The below Terms and Conditions are by and between Guardian Material Handling Incorporated, an Illinois corporation (“Guardian”) and Customer.  “Customer” is defined as the person or entity identified as such on a Service Order, as further defined below, by name and/or a designated account number, including its and their employees, representatives and agents.  These Terms and Conditions, along with a Service Order, Invoice, and any agreed to amendment or addendum thereto, form the complete and exclusive agreement between Guardian and Customer (“Agreement”).  Guardian and Customer are hereinafter sometimes referred to individually as “Party” or together as “Parties”.

 Section 1.  Service Order.

“Service Order” is defined as a document that describes and authorizes the services and includes the scope of work (“Services”) to be performed and provides an estimate for such services to be performed by Guardian for Customer.  A Service Order may be delivered or accepted in person, electronically, or in writing, and may include additional documents such as schedules, illustrations, exhibits, or addendums.

Section 2. Agreement.

1. Guardian and Customer agree that Guardian will provide the Services defined in the Service Order in accordance with these Terms and Conditions. Customer agrees to be bound by these Terms and Conditions, even if the Service Order is not fully executed when Customer (i) agrees to the Service Order orally, in writing, or electronically or otherwise; (ii) accepts and uses the Equipment that is subject to the Service Order for which Services were performed, or (iii) makes a payment to Guardian related to the Services. If Customer equipment is to be serviced by Guardian, the equipment will be sufficiently identified to enable Guardian to properly identify same, including items such as Make and Model numbers (“Equipment”).
2. Any reference to Customer terms and conditions or Customer’s contracts, service orders quotes are hereby rejected and null and void. No oral agreements or other agreements of any kind apply unless they are included in the Service Order or agreed to amendment or addendum.
3. Any individual signing on behalf of an entity as the Customer hereby warrants that they are authorized by the entity to sign and agree to such Service Order and these Terms and Conditions.
4. Any quoted pricing is valid for thirty (30) days from the date stated on the quote delivered to Customer. Prices are based on delivery of Services during Guardian normal service hours of Monday through Friday from 7:00 am to 3:00 pm excluding Holidays. Any Services delivered outside of normal Business Hours will incur an additional service fee applicable at that time (“Overtime Charge”)  Additionally, Service performed on a rush basis may incur a rush charge (“Rush Charge”) exercisable in Guardian’s sole and exclusive discretion. If core parts are being exchanged as part of any Service Order, in order to receive full credit for a core part, as may be reflected in a quote or Service Order, the core must meet acceptable core credit criteria as determined by the Original Equipment Manufacturer (“OEM”).  Additional core charges may apply.  Guardian will notify Customer of any core charges not to exceed the core amount, if applicable. Any and all new, remanufactured, and exchange core parts purchases will require that the qualifying core be turned over to Guardian prior to Customer takes possession of the new, remanufactured, or exchange core parts.
5. Additional Fees. Guardian may use supplies, cleaners, and degreasing agents to complete the Services.  Due to the hazardous nature of some waste and other products, and to support environmental compliance and sustainability, Guardian incurs various direct and indirect costs including but not limited to waste disposal, equipment upgrades and administrative expenses.  In an effort to offset these costs, Guardian assesses a supply charge that includes the environmental fee and additional applicable taxes for certain services (“Supply Charge”) which are noted on the Invoice.  This Supply Charge is not a tax imposed by the Government, but an additional charge to be used in Guardian’s sole and absolute discretion. Customer hereby acknowledges and agrees to pay any such Supply Charge.

Section 3.  Addendums, Amendments. 

1. After providing an initial quote for Services under a Service Order, if Guardian determines, upon inspection, that additional Services are required under the Service Order to fulfill its obligations, Guardian will notify the Customer and provide a revised estimate (“Additional Services”) for the Additional Services. If Customer does not approve the Revised Estimate within thirty (30) days, Guardian may terminate the Service Order.  If Customer approves the Revised Estimate, such Revised Estimate becomes the revised service order (“Revised Service Order”).
2. Customer may also request Additional Services and/or an amendment (“Amendment”) to the Service Order or Revised Service Order as the case may be. If Guardian is reasonably able to accommodate such request, Guardian shall deliver a Revised Estimate. If the Revised Estimate is approved, such Revised Estimate becomes the Revised Service Order.
3. Notwithstanding the foregoing, Guardian has the sole and exclusive authority to make minor changes to the Service Oder or the scope of Services without the Customer Consent, provided that such changes are not material in nature to the scope, timing, quality of service, or pricing.

Section 4. Customer Further Obligations.

Customer agrees to timely provide information, approvals, documentation and access to the Equipment as needed by Guardian.  Any documentation provided by Customer shall be relied upon by Guardian in the performance of their Services.  Customer shall indemnify Guardian for any and all losses caused in whole or in part from such documentation provided by Customer.  Customer further agrees to provide Guardian with a safe physical work environment free from any hazards, and sufficiently lighted.

Section 5.  Payment.

1. Customer will pay all undisputed amounts within thirty (30) days from the date on the Invoice from Guardian.
2. If Equipment is located at Guardian’s facility, Customer shall inspect Equipment and provide full payment of Invoice prior to taking possession of Equipment. Customer taking possession of the Equipment is conclusive proof that the Equipment is in good order and Services are satisfactory.
3. If Service is rendered at Customer facility location, or any other location not at Guardian’s facility, then Guardian shall provide documentation to Customer that Services were completed including the date and time of completion and include Guardian’s authorized representative’s signature. Customer shall have seven (7) calendar days to inspect the Equipment.  If Customer disputes the invoice within such seven calendar days, Customer shall notify Guardian in writing, or otherwise Customer will have waived any right to dispute such amount.
4. Customer agrees that a Late Fee will apply if full payment is not received within thirty (30) days of the date of the Invoice. The interest rate of the past due amount is 18% per annum or the maximum allowed by law.
5. Customer is responsible for all sales, use and excise and any other similar taxes, levies, duties and charges of any kind applicable to the Services (collectively “Taxes”). If Customer is claiming an exemption from Taxes, Customer shall provide Guardian with a valid tax exemption certificate. Additionally, if the Services are at any time thereafter determined to be taxable, Customer shall immediately reimburse Guardian for any amounts incurred by Guardian for any such Taxes.
6. At the sole and exclusive discretion of Guardian, Guardian may request a deposit from Customer (“Deposit”). Such Deposit may be applied against any equipment or parts ordered, or any other costs or expenses incurred by Guardian in the performance of the Services.
7. Customer agrees to provide a valid Credit Card to Guardian at the time of placing the Service Order.

CUSTOMER  AUTHORIZES GUARDIAN TO CHARGE THE CREDIT CARD OR ACCOUNT FOR ANY AMOUNTS DUE UNDER THE SERVICE ORDER INVOICE, OR REVISED SERVICE ORDER INVOICE AS THE CASE MAY BE, AND FURTHER AGREES TO INDEMNIFY DEFEND AND HOLD GUARDIAN HARMLESS FROM ANY RELATED CLAIMS, DAMAGES, OR LOSSES.

Section 6.  Limited Warranty

1. Guardian warrants that the Services will be free from defects in workmanship for six (6) months from the date of completion (“Warranty Period”). Guardian agrees to complete the Services in a good and workmanlike manner consistent with industry standards of a similar nature.  Any products or equipment that are manufactured by a third party may be incorporated into the Services (“Third Party Products”).  Customer acknowledges that Guardian did not design or manufacture any Third Party Products, nor is Guardian the agent of those third parties. If an OEM warranty applies to a third party product, Guardian shall assign any available warranty that is assignable to Customer, however no warranty for any third party product is covered by Guardian warranty.
2. Except as stated in Section 6(a) GUARDIAN MAKES NO WARRANTIES WITH RESPECT TO THE SERVICES INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY OR TITLE; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WHETHER EXPRESS OR IMPLIED THROUGH THE COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE.
3. GUARDIAN MAKES NO WARRANTIES, AND DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THE EQUIPMENT OR ANY THIRD PARTY PRODUCT, INCLUDING (A) WARRANTY OF MERCHANTABILITY OR TITLE; (B)  WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY THAT THE EQUIPMENT OR THIRD PARTY PRODUCTS ARE FREE FROM DEFECTS OR CONTAMINANTS; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; WHETHER EXPRESS OR IMPLIED, THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE OR OTHERWISE.
4. For the avoidance of doubt, Guardian is not liable for any claim made outside the Warranty Period. Upon receipt of a notice of defect, if within the Warranty Period, Guardian shall inspect the equipment to determine whether a defect in the Services rendered exists.  The warranty does not apply if (i) the Customer continues to use the Equipment following discovery of the defect or (ii) if the defect is due to normal war and tear of Customer’s failure to follow any oral or written instructions provided by Guardian or the OEM of any third party product, or (iii) if the Customer on his own or by others, alters or repairs the Equipment without Guardian’s written consent.  If there is a valid claim under the warranty, Guardian will, in its sole discretion, repair or re-perform the Services, or issue a pro-rata credit or refund accordingly.
5. THE REMEDIES IN THIS SECTION 6 ARE THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMER AND REPRESENT GUARDIAN’S SOLE AND EXCLUSIVE LIABILITY FOR ANY WARRANTY CLAIMS. REMEDIES EXCLUDE TRAVEL TIME, OVERTIME AND TRANSPORT COSTS.
6. The sale by Guardian to Customer of any used equipment (“Used Equipment Sale”) is “AS IS” with NO WARRANTY.

Section 7. Limitation on Liability. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL LIABILITY OF GUARDIAN RELATED TO THE SERVICE ORDER—INCLUDING ANY LIABILITY ARISING FROM ITS COMPARATIVE, CONCURRENT, CONTRIBUTORY, PASSIVE, OR ACTIVE NEGLIGENCE, OR THAT ARISES AS A RESULT OF ANY STRICT OR ABSOLUTE LIABILITY—WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THE SERVICE ORDER.  GUARDIAN IS NOT LIABLE OR RESPONSIBLE TO CUSTOMER OR ANY OTHER PARTY FOR: (I) ANY LOSS OF USE, REVENUE, OR PROFIT, DIMINUTION IN VALUE, OR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, EVEN IF SO ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) ANY LOSS, DAMAGE, OR INJURY RESULTING FROM CUSTOMER’S FAILURE TO MAKE EQUIPMENT AVAILABLE OR AUTHORIZE RECOMMENDED SERVICES.

These limits do not apply to the extent liability results from Guardian’s gross negligence or willful misconduct, or as otherwise prohibited by applicable law.

Section 8. Mutual Indemnification.

EXCEPT AS STATED OTHERWISE AND SUBJECT TO SECTION 7, EACH PARTY (AS “INDEMNIFYING PARTY”) WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER PARTY AND ITS AFFILIATES, OWNERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTY”) FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, PENALTIES, FINES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES), OR SIMILAR (“LOSSES”) ARISING FROM (i) BREACH OF ANY OBLIGATION, REPRESENTATION, OR WARRANTY UNDER THE WORK ORDER BY INDEMNIFYING PARTY; (ii) NEGLIGENT, RECKLESS, OR WILLFUL ACTS OR OMISSION OF INDEMNIFYING PARTY IN PERFORMING ITS OBLIGATIONS UNDER THE SERVICE ORDER; OR (iii) PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY SUCH ACTS OR OMISSIONS OF INDEMNIFYING PARTY. THE INDEMNIFYING PARTY IS NOT OBLIGATED TO INDEMNIFY, HOLD HARMLESS, OR DEFEND INDEMNIFIED PARTY FOR ANY LOSSES CAUSED, IN WHOLE OR IN PART, BY THE INDEMNIFIED PARTY’S (i) NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) BAD FAITH BREACH OF ITS OBLIGATIONS; OR (iii) MISUSE OF THE SERVICES OR EQUIPMENT CONTRARY TO SPECIFICATIONS PROVIDED BY GUARDIAN OR THE OEM.

THESE INDEMNITY OBLIGATIONS REMAIN ENFORCEABLE REGARDLESS OF ANY STATUTORY OR CONSTITUTIONAL LIMITS ON LIABILITY OR EMPLOYEE IMMUNITY.

Section 9. Termination. 

Either Party may terminate a Service Order by providing written notice (“Termination Notice”) to the other Party (“Defaulting Party”) if a Defaulting Party (a) becomes insolvent or unable to pay its debts as they come due (b) is subject to bankruptcy or insolvency proceedings not stayed within 7 business days or dismissed within 45 business days; (c) commits a non-curable breach, or fails to cure a curable breach within thirty days of written notice (d) is dissolved, liquidated, or takes action to do so; (e) makes a general assignment for the benefit of creditors or (f) appoints a receiver or similar agent for material assets.

In no event shall any such termination of a Service Order, eliminate or reduce any amount due and owing under any Invoice at the time of the Termination Notice.

Section 10.  Insurance.

1. Customer Insurance. Customer must maintain and carry, at its own expense, insurance covering all risks of property damage and liability related to the Services or use of the Equipment, including the following minimum coverage: (a) commercial general liability (“CGL”) with limits of one million ($1,000,000) per occurrence and two million $2,000,000, in the aggregate, including coverage for bodily and personal injury, property damage, and completed operations; (b) property insurance for the full replacement cost of the Equipment, including coverage for “all risks” of loss or damage to the Equipment; and (c) workers compensation insurance as required by law.
2. Guardian Insurance. Guardian will maintain the following insurance for off-site Services. (i) CGL with at least one million ($1,000,000) per occurrence and three million ($3,000,000) in the aggregate and workers compensation insurance as required by law.
3. Customer Insurance will be primary and non-contributory with respect to any claim for loss or damage to the Equipment.
4. Upon written request, either Party will provide a copy of the certificate of insurance to the other Party. Additionally, and upon written request, each party will provide a certificate of insurance naming the other Party as an Additional Insured on their insurance.
5. Each Party is required to give at least thirty (30) day’s written notice of cancellation or material change and, unless prohibited by law, will require its insurer to waive subrogation rights against the other Party and its insurers.

Section 11.  Security Interest.

Unless otherwise stated in the Service Order, Customer grants Guardian a security interest in the Equipment to secure all amounts owed, in addition to any rights Guardian has under mechanic’s liens or similar laws.  Guardian may perfect its security interest by possessing the Equipment or filing a UCC financing statement.  Customer irrevocably appoints Guardian as its attorney-in-fact to execute and file such statements. If Customer defaults in payment, Guardian may exercise all rights available to a secured creditor under Article 9 of the UCC or similar state laws, including all waivers permitted by law.

Section 12.  Force Majeure

No Party will be liable for any failure or delay in performance caused by events beyond its reasonable control (“Force Majeure”), including but not limited to: acts of God, fire, flood, or natural disaster, war, terrorism, civil unrest, epidemics or pandemics, government orders or laws, embargoes or blockades, labor disputes or supply chain disruptions, or other events beyond the Party’s control.  The affected Party must notify the other within seven (7) days of the Force Majeure event and provide an estimate of its expected duration. It must use reasonable efforts to mitigate delay and resume performance promptly. If the event continues for more than ninety (90) days, either Party may terminate the Agreement with thirty (30) days’ written notice. Customer remains obligated to pay for all Services performed before the effective date of such termination.

Section 13. Dispute Resolution

1. Good-Faith Negotiation. The Parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement (“Dispute”). Upon written notice of a Dispute, the authorized representatives of each Party with authority to settle the matter shall meet and confer within fifteen (15) days after receipt of such notice and shall attempt to resolve the Dispute through good-faith negotiations.
2. If the Parties are unable to settle their Dispute through negotiation within thirty (30) days after the initial notice of the Dispute, either Party may submit the Dispute to non-binding mediation administered by the American Arbitration Association (“AAA”) or another mutually agreed mediator. The mediation shall take place in McHenry County, Illinois and the Parties shall share the cost of the mediator fees equally.
3. Any Dispute not resolved through negotiation or mediation shall be finally resolved by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. Jusgment on the award may be entered in any court having jurisdiction thereof.  The arbitration shall be conducted by one arbitrator.  The seat of Arbitration shall be McHenry County, Illinois.
4. Nothing in this Section shall prevent either Party from seeking temporary, preliminary, or emergency injunctive relief, attachment, replevin, possession of Equipment, or other provisional remedies from a court of competent jurisdiction located in Illinois to protect its interests pending final resolution of the Dispute.
5. The non-prevailing Party of a Dispute that is arbitrated shall pay the prevailing parties reasonable Attorney’s Fees, expert fees, and the arbitration costs and expenses.
6. To the extent that any Dispute is determined by a court rather than arbitration, each Party knowingly and voluntarily waives any right to a trial by jury.
7. The Parties agree that all negotiations, mediation proceedings, arbitration proceedings, evidence, and awards shall be confidential, except to the extent disclosure is necessary to enforce an award or comply with applicable law.
8. The governing law shall be Illinois and the exclusive place of jurisdiction shall be in the State of Illinois, County of McHenry.

Section 14. Miscellaneous

1. Customer waives any rule that construes ambiguities against Guardian as drafter. No rule of construction will apply against Guardian in interpreting this Agreement, including but not limited to any Service Order, addendum, amendment, invoice, or Revised Service Order.
2. If Guardian initiates a claim, suit, or other legal action to collect amounts due under the Service Order/ Invoice, Customer will pay all of Guardian’s reasonable costs of collection, including court costs, attorneys’ fees, and related expenses incurred in enforcing these Terms.
3. If any provision of the Service Order is held invalid or unenforceable, it will not affect the validity of the remaining provisions or its enforceability in other jurisdictions.
4. Terms that by nature survive termination—including Insurance, Indemnification, and Limitation of Liability—will remain in effect after expiration or termination of the Agreement.
5. The failure or delay of Guardian to exercise any right, remedy, power or privilege under the Agreement does not operate as a waiver of that right, remedy, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the party granting the waiver.  A waiver of any breach or default shall not constitute a waiver of any prior, concurrent, or subsequent breach or default, whether of the same or any other provision of this Agreement.

Adopted this June 30, 2026.