Disclaimers

Used Machinery Disclaimer, “AS IS, WHERE IS” Sale, and Buyer Indemnification

Unless expressly stated otherwise in a written instrument executed by Machinery Corporation of America, Inc., including its Plastics Machinery Division (“Seller”), all machinery and equipment sold by Seller is used and is sold strictly on an “AS IS, WHERE IS” basis, WITH ALL FAULTS, and WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, whether express, implied, statutory, or otherwise.

Seller expressly disclaims, and Buyer expressly waives, any and all warranties, including but not limited to any implied warranties of merchantability and fitness for a particular purpose, as well as any warranties of title, non-infringement, condition, capacity, performance, durability, compliance with specifications, or compliance with any federal, state, or local laws, regulations, codes, or safety standards. No oral or written statements, descriptions, photographs, specifications, prior use information, or representations made by Seller or its representatives shall be deemed to create any warranty or obligation.

Notwithstanding the foregoing, machinery expressly identified in writing by Seller as electric motor manufacturing machinery and automotive tire marking and/or finishing machinery is sold as new and is specifically excluded from this “AS IS, WHERE IS” disclaimer. Any warranties applicable to such new machinery shall be limited solely to those expressly set forth in writing by Seller and CM srl, and no implied warranties shall apply.

Buyer acknowledges and agrees that, with respect to all used machinery, Buyer has been afforded the opportunity to inspect the machinery or has voluntarily waived such inspection, and that Buyer is relying solely upon Buyer’s own judgment, inspection, and due diligence in entering into the purchase. Seller shall have no liability whatsoever for any defects, deficiencies, failures, or nonconformities, whether latent or patent, whether known or unknown, and whether discovered before or after delivery.

To the fullest extent permitted by Texas law, Seller shall not be liable for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of use, downtime, loss of production, loss of profits, or business interruption, arising out of or related to the condition, performance, use, misuse, or inability to use the machinery.

Buyer Indemnification and Hold Harmless

To the fullest extent permitted by Texas law, Buyer hereby agrees to indemnify, defend, and hold harmless Machinery Corporation of America, Inc., including without limitation its owners, officers, directors, employees, agents, representatives, affiliates, successors, and assigns (collectively, the “Indemnified Parties”), from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and court costs, arising out of or relating to:

(a) the purchase, possession, transportation, rigging, installation, operation, maintenance, resale, or use of the machinery;
(b) the condition of the machinery, whether latent or patent;
(c) any personal injury, death, or property damage associated with the machinery; or
(d) any breach of this Agreement or applicable law by Buyer or Buyer’s agents.

This indemnification obligation shall apply regardless of whether such claims are asserted against Seller directly or against any of the Indemnified Parties individually, and shall survive inspection, delivery, acceptance, payment, and completion of the transaction.

Transportation and Rigging Disclaimer, Waiver, and Release of Liability

MCA, Inc., including without limitation its parent entities, subsidiaries, affiliates, officers, directors, owners, employees, agents, representatives, successors, and assigns (collectively, "MCA"), may, as a courtesy and without obligation, provide information, referrals, or recommendations concerning third-party transportation and rigging service providers ("Service Providers"). Any such referrals or recommendations are provided solely for convenience and do not constitute an endorsement, guarantee, or warranty of the competency, qualifications, performance, or insurance coverage of such Service Providers.

The Buyer expressly acknowledges and agrees that all transportation, rigging, loading, unloading, handling, installation, and related activities (collectively, "Services") are performed entirely at the Buyer's own risk and under separate contract between the Buyer and the selected Service Provider. MCA shall not be held liable, under any legal or equitable theory whatsoever (including but not limited to negligence, breach of warranty, strict liability, indemnity, or contract), for any loss, damage, delay, injury, or consequential, incidental, or special damages arising out of or relating to the performance or non-performance of any Service Provider, including but not limited to property damage, personal injury, loss of use, loss of profits, or business interruption.

The Buyer further acknowledges that it is solely responsible for verifying that adequate and appropriate insurance coverage—including, without limitation, cargo, liability, and property insurance—is obtained and maintained throughout all phases of transport, rigging, and installation. MCA disclaims any and all responsibility for the sufficiency or validity of such coverage.

By accepting or utilizing any referral or recommendation, or by engaging any Service Provider to perform Services, the Buyer hereby waives, releases, discharges, and agrees to indemnify, defend, and hold harmless MCA from and against any and all claims, actions, suits, demands, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees and court costs) of any nature whatsoever, whether known or unknown, foreseen or unforeseen, arising out of or related to the performance of the Services.

This Disclaimer and Release shall be binding upon the Buyer and its heirs, successors, assigns, affiliates, officers, and agents, and shall survive delivery, payment, and completion of any related transactions.