SALE
ADDITIONAL TERMS AND CONDITIONS

1. Agreement. These Terms and Conditions of Sales (“Terms”) govern the purchase of goods (including, but not limited to, new and used: attachments, components, technology, and parts) (“Goods”) from Holt Texas, Ltd. DBA Holt Cat hereinafter “HOLT” by any individual or entity that purchases such Goods from HOLT (“Client”). The placing of an order with HOLT, the completion of an online transaction with HOLT, Client’s acceptance of any quote, proposal, or other document issued by HOLT with respect to the Goods, or the receipt or acceptance of Goods by Client constitutes Client’s acceptance of these Terms exactly as written. HOLT hereby rejects the terms of any purchase order or other document submitted by Client, unless the document is signed by a vice president of HOLT. The supply of Goods by HOLT to Client shall not constitute acceptance by HOLT of the terms of any purchase order or other document submitted by Client.


2. Order and Delivery of Goods. All orders for Goods are subject to credit approval and final acceptance by HOLT in its sole discretion. Final acceptance shall occur at the earlier of the time goods are shipped by Holt, or Holt sends customer a final approval of the order. Client shall have no right to cancel purchase orders for Goods once a purchase order is issued to HOLT, nor shall Client have the right to cancel an online purchase once the order is placed. Some parts may be returnable to HOLT in accordance with HOLT’s then current parts return policy. Client acknowledges that estimated delivery dates for Goods are estimates only; actual delivery dates depend on a variety of factors, including, but not limited to, the production schedules of manufacturers. HOLT will use commercially reasonable efforts to meet estimated delivery dates and shall keep Client advised of the status of its delivery, but HOLT shall have no liability for any loss associated with delay in the delivery of Goods. In addition, HOLT shall have no liability for any delay in delivery of Goods caused by any circumstances beyond its reasonable control, including, but not limited to, delays caused by acts of God, acts of war or terrorism, fire or other casualty, storms or adverse weather, epidemics, strikes, labor shortages or disturbances, shortages of materials, restraints or delays affecting carriers, manufacturer delays, theft or vandalism, transport and handling accidents, or revisions to laws, regulations or governmental requirements.
   
   
3. Pricing. Unless otherwise specified by HOLT, the price for new parts shall be the price listed on Holt's website for such parts on the date the parts are ordered. Pricing for future orders is subject to change without notice. Client will promptly pay to HOLT any taxes that HOLT is required to collect with respect to the purchase of Goods, including, but not limited to, value added, personal property, sales, use and similar taxes (“Taxes”). For any Taxes from which Client claims exemption, Client shall provide HOLT with properly completed exemption certificates and any documentation needed to validate the exemption prior to the purchase of the applicable Goods. If Client fails to provide an appropriate exemption certificate and supporting documentation, as determined by HOLT, Client will remain liable for all such Taxes and will indemnify HOLT for any liability related to the same. Title to purchased Goods shall pass to Client upon payment in full for the Goods. Risk of loss for purchased Goods is FOB HOLT’s site, unless purchased Goods are shipped to Client directly from the manufacturer, in which case risk of loss is FOB factory. Any claims for shortages, damages, or delays in shipping must be made by Client directly to the carrier.
   
   
4. Payment Terms. For Clients with an open credit account with HOLT who are purchasing pursuant to such open credit account, machine sales payments are due Net 10, and all other payments are due Net 30. For Clients who do not have an open credit account with HOLT, payment is due either in advance or upon delivery of Goods. For Clients who are purchasing Goods online, payment may be made by credit card at the time of purchase or as otherwise specified by HOLT from time to time. HOLT may, in its sole discretion, at any time: (a) revoke credit; (b) modify terms and conditions of credit; (c) require payment in advance; and/or (d) withhold Goods until receipt of payment. If Client fails to pay for Goods as and when due, Client shall pay a late charge of 1.5% of the invoice balance each month until charges are paid in full, and Client shall pay HOLT all reasonable attorneys’ fees and collection costs incurred by HOLT. In addition to any other right of set-off or recoupment HOLT has under applicable law, Client agrees that, with respect to any amounts due from Client or Client's affiliates to HOLT or HOLT's affiliates, HOLT and its affiliates may set-off such amounts against any amounts owing to Client or Client's affiliates. If Client requests customization of equipment, Client agrees to pay all parts and labor costs HOLT incurs in customizing the equipment, regardless of whether or not Client completes the purchase of the customized equipment
   
   
5. Warranties.
   
   (a) New Goods. If Client is purchasing new Goods from HOLT, Client acknowledges that (i) HOLT is not the manufacturer of the Goods; (ii) if the Goods include a manufacturer’s warranty, HOLT will pass through to Client the manufacturer’s warranty to the extent permitted by the terms of such warranty; and (iii) the manufacturer’s warranty will be subject to all conditions, exclusions, and exclusive remedies set forth therein.
   
   (b) Used Goods. If Client is purchasing used Goods from HOLT, Client acknowledges that the only warranties with respect to such used Goods are those warranties, if any, expressly set forth in the bill of sale or sales agreement signed by HOLT.
   
   (c) WARRANTY DISCLAIMER. Except for the express warranties set forth in this Section 5, HOLT makes no warranty, express or implied, oral or written, with respect to any Goods, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, or title, whether arising by law, course of dealing, usage or trade, or otherwise. To the maximum extent permitted by law, all such warranties are hereby disclaimed by HOLT and waived by Client. Notwithstanding anything herein to the contrary, HOLT makes no representations and warranties related to, and none of the warranties set forth in this Section 5 shall apply to, fire suppression systems or the installation, removal, maintenance, or servicing of the same.
   
   
6. Indemnification. Each party agrees to defend, indemnify, and hold harmless the other party for, from and against any third party claims related to the Goods to the extent such third party claims (including, but not limited to claims related to the death or injury of any person(s) or damage to or destruction of any real or personal property) are caused by the indemnifying party’s negligent or more culpable acts or omissions, subject to the limitations set forth in Section 7 below. To the fullest extent permitted by law, Client agrees to defend, indemnify, and hold harmless HOLT, its affiliates and subsidiaries, and all of their respective owners, directors, officers, managers, employees, agents, and representatives for, from and against any and all liabilities, claims, actions, suits, damages, losses, and expenses (including, but not limited to, reasonable attorneys’ fees, expert witness fees, costs and expenses) that are caused by, arising from or related in any way to fire suppression systems (including, but not limited to losses related to the death or injury of any person(s) or damage to or destruction of any real or personal property).
   
   
7. Liability Limitation. In no event shall either party be liable, whether based in contract, warranty, indemnity, tort, strict liability, or any other theory of law or equity, for any special, incidental, indirect, punitive, exemplary or consequential damages, including, but not limited to, lost profits, loss of use of property or equipment, downtime, loss of third party contracts, or lost production, regardless of whether or not such party was advised of the possibility of such damages. In addition, HOLT's maximum aggregate liability (whether in contract, warranty, indemnity, tort, strict liability or any other theory of law or equity) for damages or loss, howsoever arising or caused, shall in no event exceed the amount Client paid to HOLT for the Goods to which the liability relates. The parties recognize that the pricing associated with Goods reflects this allocation of risk and is the basis of the bargain between the parties. The foregoing limitations shall be valid and enforceable, notwithstanding any alleged failure of essential purpose of the limited remedies set forth herein.
   
   
8. Privacy Statement. Client consents to the collection, use, retention and disclosure of information by HOLT and its parent, subsidiary and affiliated entities (collectively, “HOLT Entities”) in accordance with HOLT’s Privacy Statement, which is posted at www.holtcat.com/privacy (as such statement may be revised from time to time), and agrees that such information may be accessed by the HOLT Entities and their partners and manufacturers with a legitimate business reason to access it, as well as third parties who may process such information on their behalf.
   
   
9. Product Information. If Caterpillar equipment that is purchased, owned or rented by Client is equipped with Product Link or other equipment monitoring technology, data concerning the equipment, its condition and its operation (“Telematics Information”) is being transmitted to Caterpillar, its affiliates, the HOLT Entities and/or other Caterpillar dealers to better serve Client and to improve Caterpillar products and services. Telematics Information being transmitted may include machine serial number, machine location, and other machine data including, but not limited to, fault codes, emissions data, fuel usage, service meter hours, software and hardware version numbers and installed attachments. The Telematics Information will be collected, used, retained and disclosed in accordance with the Caterpillar Data Governance Statement, which is posted at https://www.caterpillar.com/en/legal-notices/data-governance-statement.html (as such statement may be revised from time to time) (“Statement”). Client consents to the collection, use, retention and disclosure of the Telematics Information in accordance with the Statement and agrees that the Telematics Information may be accessed by Caterpillar, its partners, its affiliates, its subsidiaries, the HOLT Entities and/or other dealers with a legitimate business reason to access it, as well as third parties who may process the Telematics Information on their behalf. As set forth in the Statement, Caterpillar may use Telematics Information in combination with information about Client. Client further acknowledges and agrees that Telematics Information may be made available to subsequent owners of equipment. If Client does not want Telematics Information transmitted as described above, Client can request documentation to opt out of the transmission of such information by sending an email to optout@HOLT-cat.com.
   
   
10. Choice of Law; Waiver of Jury Trial. These Terms shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to conflict of law provisions. The parties agree that exclusive jurisdiction and venue for any proceeding at law or in equity will be in the state or federal courts located in Bexar County, Texas. Each party knowingly, voluntarily, irrevocably, and unconditionally waives its right to a jury trial of any claim or cause of action based on or arising out of the purchase of Goods from HOLT (including, but not limited to, contract, tort, breach of duty, and all other common law and statutory claims). Each party (a) understands that this is a waiver of an important legal right, and (b) acknowledges having had a reasonable opportunity to discuss this waiver and its effects with legal counsel.
    
    
11. General Provisions. Client may not assign Client’s rights or obligations hereunder without HOLT's prior written consent, and any such attempted assignment will be void. No amendment or modification of these Terms shall be effective unless it is set forth in a written document signed by a vice president of HOLT. If any provision in these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions in these Terms shall remain in full force and effect. A party’s waiver of any breach will not constitute a waiver of any different or subsequent breach. No employment, agency, joint venture, or similar arrangement is created or intended between Client and HOLT. Any rule of construction requiring that ambiguities be resolved against the drafting party shall not apply to the interpretation of these Terms. HOLT retains ownership of all records relating to Goods provided to Client (“Records”) and may disclose the Records pursuant to a court order or in the event disclosure of the Records becomes part of HOLT’s defense in a legal matter. HOLT is an EEO/Affirmative Action Employer. Client warrants that the invoiced Goods will be used for business or agricultural purposes and not for personal, family or household purposes.
    
    Revised. 8/11/2023