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EXHIBIT 10.16
SUPPLY AGREEMENT
BETWEEN
THE GRADALL COMPANY
(AS BUYER)
AND
IOWA INDUSTRIAL HYDRAULICS, INC.
(AS SELLER)
DATED
JANUARY 1, 1995
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TABLE OF CONTENTS
Sections Pages
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Title Page 1
Table of Contents 2
Exhibits 3
Supply Agreement 4
1. Agreement Terms and Renewal 4
2. Products/Quantities/Prices 7
3. Shipping and Packaging 12
4. Inventory Control and Procedures 14
5. Warranty 16
6. Quality Control 18
7. Technical Agreement/Test Plan/Application Approval 18
8. Technical Publications 19
9. Special Considerations 20
10. Inability or Delay of Performance 20
11. Litigation 21
12. Notices 22
13. Confidentiality 22
14. Exhibits 23
15. Severability 23
16. Modification 24
17. Waivers 24
18. Binding on Successors; Assignment 24
19. Captions 25
20. Governing Law 25
Signature Page 26
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Exhibits
Exhibits Exhibit Numbers
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Estimated Annual Usage/Vendor Quote Sheet I
Hydraulic Cleanliness Specifications II
Index Price Ceiling Formula III
Routing Guide IV
Vendor Release and/or Shipping Schedule V
Limited General Warranty VI
Remove/Replace Hours VII
Quality Agreement VIII
Vendor Information/Contacts IX
Gradall Material Handler Cylinder Test Requirements X
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SUPPLY AGREEMENT
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This Agreement is entered into this 1st day of January, 1995 by and between
the Gradall Company an Ohio Corporation (hereinafter referred to as "Buyer" or
"Gradall") and Iowa Industrial Hydraulics Division of Magna Pow'r Inc, an Iowa
Corporation (hereinafter referred to as "Seller" or "IIH") which is wholly
subsidiary of Magna Holding, a Delaware Corp. Buyer and Seller hereby agree as
follows:
1. AGREEMENT TERM AND RENEWAL
1.1 TERM - This Agreement will become effective January 1, 1995 and
shall continue in force for three (3) years following the
effective date hereof through December 31, 1997 for all products
as specified in Section 2.
1.2 TERM EXTENSION (EVERGREEN CLAUSE) - A one (1) year automatic
rollover extension or "Evergreen Clause" will be applied
thereafter which shall allow for "automatic" extension of this
Agreement in the absence of notice for termination or modification
of an extended term. If by the end of the first agreement year or
December 31, 1995, neither party has provided written notice of
termination or written request for revision of terms to apply
during the extended period, this agreement will be automatically
extended by one (1) year through December 31, 1998. This Agreement
shall then continue to be automatically extended by one (1) year
after each Agreement year thereafter until either party provides
written request for termination or request for revision.
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Therefore, on January 1, 1996, the Agreement will be automatically
extended through December 31, 1998, and so on. This automatic
rollover extension in effect provides both parties with at least
two (2) years of visibility prior to expiration of this Agreement
except under special conditions as outlined in Section 1.3 and
1.4.
1.3 NOTICE OF TERMINATION OR REVISION - Prior to the end of an
Agreement year, or December 31, either party may provide written
notice of:
(a) Intent to terminate this Agreement effective as of the end
of the then applicable term, pursuant to Section 1.1 and
1.2, or such other date that both parties may agree to;
provided, however that, this Agreement shall continue
(even beyond the end of the then applicable term on a
week-to-week basis) until such time as the termination of
this Agreement will not result in excess inventory for the
Seller or supply shortage for the Buyer;
(b) Intent to extend this Agreement upon revised terms and
conditions as the parties may agree via a written and
signed addendum to this Agreement.
1.4 TERMINATION EVENTS - This Agreement may be terminated as follows:
(a) Seller and Buyer shall each have the right to terminate
their respective obligations under this Agreement by
written notice to the other party in the event that the
other party has committed a breach of the terms of the
Agreement herein which substantially
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lessens the value of the Agreement and if the breaching
party is either unable or unwilling to cure the breach
within 120 days after the notice of termination is
supplied. Notice of termination shall become final and
effective within 120 days after the notice of intent to
terminate has been provided unless the notice is withdrawn
as a result of correction of the breach within 120 days or
other actions which are satisfactory to the party who
provided this notice.
(b) As mutually agreed upon in writing by both parties.
(c) Immediately by one party upon the occurrence of any of the
following events related to the other party:
(1) Become insolvent or going into liquidation or
receivership.
(2) Becoming a party to dissolution proceedings.
(d) Service of a notice of termination shall be deemed
effective pursuant to the terms of Section 12 of this
Agreement.
(e) The termination of this Agreement, pursuant to the terms
hereof, shall not affect any of the rights or obligations
of either party to the Agreement occurring prior to the
effective date of such termination.
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2. PRODUCTS/QUANTITIES/PRICES
2.1 PRODUCTS AND QUANTITIES - On or before October 1 of each year of
the Agreement term, Buyer will submit to Seller a "Vendor Quote
Sheet" per Exhibit I (which is attached hereto and made a part
hereof). This provides an estimate of the products and quantities
of the Seller's products that Buyer expects to purchase in the
next succeeding calendar year. Such estimates shall be defined
herein as the "Estimated Annual Usage". The Estimated Annual Usage
report for 1995 shall be submitted to Seller via the Vendor Quote
Sheet on Exhibit I, at the time of execution of this Agreement.
Subsequent estimated annual usage reports shall be submitted to
Seller in substantially the same format.
2.2 SPECIFICATIONS OF PRODUCTS
The foregoing Product, including any revised, modified, or
substitute versions thereof, shall be manufactured in conformance
with the specifications set forth on Gradall drawings and Gradall
approved IIH drawings as listed on the Vendor Quote Sheet, Exhibit
I, under "Part Number" and/or the "Blueprint" column of the
report. All Product must meet Hydraulic Cleanliness Specifications
as displayed on Exhibit II attached. Any specifications for
Products which have not been completed prior to the date of this
Agreement shall, upon their completion to the mutual satisfaction
of both Parties, identified to this Agreement by the Parties, and
shall be deemed to be fully incorporated
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herein. Gradall shall inform IIH in writing of any changes in any
Vehicle specifications and operational requirements which may
affect the life and performance of any Products as soon as
possible after Gradall first becomes aware of any such change.
2.3. PRODUCT OR PROCESS CHANGES BY IIH
Product or process changes desired by Seller which affect the
form, fit, function, reliability, or interchangeability of service
parts for the Products may not be implemented without the prior
written approval of Buyer. For changes which do not affect the
form, fit, function, reliability, or parts interchangeability, a
written notice explaining the change in detail will be submitted
to Gradall for information purposes only prior to implementation
by Seller. Such notification shall be provided to the appropriate
Gradall Purchasing and Engineering personnel in a manner which
will provide Gradall with adequate opportunity to take into
account the fact of such changes, which is normally at least 90
days. If the IIH initiated change results in a decrease in Product
cost, the selling price for the Product involved shall be
decreased by an amount equal to one-half of the full amount of
such decrease, as agreed.
2.4 PRODUCT CHANGES OR ADDITIONS BY GRADALL
Product or process changes initiated by Buyer shall be provided
with adequate written notice, which is normally at least 90 days,
to allow
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Seller to procure material and make the appropriate process
changes to accommodate the required change. The prices and
schedules for any new or redesigned Products will be negotiated in
good faith by the Parties based on complete cost justification to
be provided by Seller prior to release hereof by Seller's
Engineering Department and then will be revised or added on the
Vendor Quote Sheet (Exhibit I). If the Gradall initiated change
results in a decrease in Product cost, the selling price for the
Product involved shall be decreased by the full amount of such
decrease, as agreed. If the change is jointly developed and the
change results in a decrease in product costs, the selling price
involved will be decreased by 50% of the amount of such decrease,
as agreed.
2.5 SPECIFICATION ERROR
If Seller is unable to meet the specification, as set forth in
Section 2.2, due to an error on the part of the Seller, and, if
this error results in an increase in the "installed" cost for
Gradall, diligent redesign efforts would be made through a
cooperative effort by both Parties to eliminate this increased
cost. If the redesign effort is unsuccessful in offsetting the
increased installed cost, the cost increase would be reviewed and
prices negotiated in good faith to recognize the impact on
Seller's margins and the effect of the increase in installed
costs. Complete
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documentation of these installed costs would be made available by
Buyer upon request by Seller.
2.6 PRICES AND PRICE ADJUSTMENTS-
**PRICES**
(a) FOR 1995 - Initial prices which will be in effect for the
products are listed on the Estimated Annual Usage listing
which is Exhibit I. These initial prices are to remain in
effect from January 1, 1995 through December 31, 1995.
Firm pricing periods thereafter will be January 1 through
December 31 of
each subsequent Agreement year.
(b) FOR 1996 AND SUBSEQUENT YEARS - The prices for Seller's
product for 1996 and subsequent years during the term of
this Agreement will be adjusted as provided in this
section.
**PRICE ADJUSTMENT**
(c) ADJUSTMENTS DUE TO CHANGES IN LABOR AND/OR MATERIAL COSTS
- Changes in pricing due to labor or material cost changes
for Seller will be based on the United States Bureau of
Labor Statistics Producer Price Index Code #1143
subheading "Fluid Power Equipment" (referred to herein as
the "Index Price Ceiling"). Exhibit III (which is attached
hereto and made a part hereof) provides an example of the
pricing formula used to determine the Index Price Ceiling.
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(d) ADJUSTMENTS DUE TO CHANGES IN THE QUANTITIES REPORTED IN
PREVIOUS YEARS ANNUAL USAGE - If the annual usage for a
product for any year beyond 1995 increases or decreases by
25% (twenty-five percent) or more from the estimated
annual report for the previous year, the parties agree to
negotiate, in good faith, an appropriate price.
(e) QUANTITY AND PRICE EXHIBIT - Each year, Seller will prepare
and Buyer will sign an updated Vendor Quote Sheet, Exhibit
I, which will state the quantities and prices agreed upon by
the parties for the next year. Products listed with an
Estimated Annual Usage of "0" are non-forecasted items but
may be used. Seller will quote assuming a lot of "1". If
Buyer should require larger lot sizes for these items, the
item may be requoted upon Buyer's request based on the
larger size requested. Each Vendor Quote Sheet, Exhibit I,
will be prepared by Seller 60 days prior to the expiration
of the current year's prices which is November 1 of each
year. Seller will also be responsible for maintaining any
amendment to the Vendor Quote Sheet to reflect adjustments
due to quantity changes or new or redesigned products.
2.7 PAYMENT TERMS AND CONDITIONS - Payment terms shall be net 30 days
from buyers receipt of invoice.
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3. SHIPPING AND PACKAGING
3.1 FREIGHT CHARGES - All shipments are F.O.B. Seller's shipping
point; freight collect.
3.2 SHIPPING INSTRUCTIONS - All shipments are to be made in compliance
with the attached Buyer routing instructions, which is Exhibit IV
(which is attached hereto and made a part hereof). Deviations from
these instructions which result in increased freight cost will be
backcharged to Seller unless they are approved by Buyer's
transportation department prior to shipment.
3.3 PREMIUM TRANSPORTATION COSTS - Premium transportation costs above
and beyond normal transportation costs, which are caused by
Seller's failure to meet acknowledged delivery dates when adequate
lead time and firm periods are provided (as stated in Section 4),
will be the responsibility of the Seller. Method of shipment will
be expedited as determined by Buyer/Seller negotiations. In the
event that Buyer pulls forward the delivery date(s) for Seller's
products, inside the firm period, the Seller will advise Buyer
that Seller COMMITS to such revised delivery dates. The delivery
dates that Seller COMMITS to are the dates to be used to determine
responsibility for premium transportation costs. However, if
Seller cannot COMMIT to a revised delivery schedule, but Seller
wishes to make a good faith effort to try to meet the revised
delivery schedule, the Seller will advise the Buyer that a GOOD
FAITH
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EFFORT will be made to meet the revised dates. However, a GOOD
FAITH EFFORT by the Seller shall not constitute an acknowledgement
and therefore the Seller shall not be responsible for premium
transportation costs that may be caused by missing rescheduled
delivery dates requested by the Buyer inside the firm period.
3.4 PACKAGING - All items are to be suitably prepared for shipment and
must be packed and shipped in accordance with governing
classification and tariffs applicable thereto. All items shall be
packaged in a manner sufficient to ensure arrival in an undamaged
condition. Seller shall be responsible for costs or damages
incurred by Buyer, directly or indirectly, from improper
packaging. Buyer shall file freight claim with carrier on material
damaged in transit for improper handling.
3.5 RETURNABLE CONTAINERS/PALLETS - Pallet material used will be
billed as packaging costs as defined in quote. When returnable
quality pallets are used and returned by Buyer, the Seller will
issue credit if the following criteria is met:
(a) Each container/pallet must be clearly and distinctly
marked "Returnable". If returnable pallets are used,
Buyer shall be responsible for return freight.
(b) The return policy must be clearly outlined in relation to:
1. Description of container/pallet.
2. Invoice and credit amounts.
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3. Acceptable conditions for return.
4. Minimum returns.
5. Return shipping address and return goods
authorized number (if required).
6. Packing requirements for return.
7. Freight terms.
3.6 CYLINDER IDENTIFICATION - Each cylinder is to be properly
identified by a Gradall part number, manufacturer's name and part
number and manufacturer's code for date of manufacture. Cylinders
must have part numbers and codes stamped on the cylinder body,
where identified by the specific Gradall print.
4. INVENTORY CONTROL AND PROCEDURES
4.1 LEAD TIME - Lead time for new orders shall not exceed twelve (12)
calendar weeks from date of order. This lead time will be subject
to vendor material availability but will not be changed without
written approval and agreement of Buyer.
4.2 RESCHEDULING AND FIRM PERIOD - Buyer reserves the right to request
and Seller will make a good faith effort to comply to rescheduled
requirements without penalty, for releases scheduled beyond eight
(8) calendar weeks of the requested delivery date. No reschedule
may go more than twelve (12) calendar weeks beyond the original
delivery on any order. In the event that rescheduling is required
beyond twelve
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(12) calendar weeks, both parties agree to enter into good faith
negotiations to agree on a delivery or payment schedule for the
inventory on hand.
4.3 PARTIAL SHIPMENTS - Partial shipments will not be accepted without
prior approval of Buyer's authorized Purchasing personnel.
4.4 OVER-SHIPMENTS - Over-shipments will not be accepted without prior
approval of Buyer's authorized Purchasing personnel.
4.5 CANCELLATIONS - In the event cancellations are required, Buyer
shall be financially responsible as follows:
(a) 100% of completed units due for delivery within eight (8)
calendar weeks of the date order was cancelled, plus
completed units that the parties have agreed to, in
writing, as being necessary for Just-In-Time requirements.
These requirements are displayed as firm "S" releases on
the Vendor Release and/or Shipping Schedule report
(Exhibit V).
(b) 100% of raw material costs actually incurred for units due
for delivery between eight (8) and twelve (12) calendar
weeks from the date order was cancelled. These
requirements are displayed as the raw material "R" period
on the Vendor Release and/or Shipping Schedule report
(Exhibit V).
(c) Beyond twelve (12) calendar weeks, but not to exceed
twenty (20) calendar weeks, Buyer's only responsibility is
an equitable
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settlement for the total cost of non-cancelable raw
materials, from Seller's suppliers, for Buyer's products
that are unique to Buyer's application and cannot be used
on any other customer's application. These requirements
are displayed as the forecasted "F" period on the Vendor
Release and/or Shipping Schedule Report (Exhibit V).
5. WARRANTY
5.1 SELLER'S WARRANTY - Exhibit VI which is attached hereto and made a part
hereof, sets forth Seller's current warranty. Such warranty, together with
any future changes, amendments, or modifications, is hereafter defined in
this agreement as "Seller's Warranty". Seller's Warranty shall be the only
warranty for the products sold under this agreement, together with the
following provisions:
(a) FIELD SERVICE. Seller shall, without costs to Buyer, furnish
reasonable advice and assistance to resolve field service problems
with its products.
(b) WARRANTY TERMS. Seller warrants its products sold under this
agreement for twenty-four (24) months from the date Seller ships
its products to Buyer or for 1500 machine hours of operation by
the end-user of Gradall equipment, whichever occurs first.
(c) REPLACEMENT. If Seller's product experiences valid warranty
claims of a repetitive nature due to material flaws or manufacture
processes, then
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the Seller shall, for the defect, replace such product at no
charge to Buyer.
(c1) If the material is found defective prior to assembly or
test at Gradall, the Seller is responsible for cost to
replace or repair the defect.
(c2) If the material is found defective during assembly or test
at Gradall, the Seller is responsible for the cost to
repair or replace the defective product. Seller further
agrees to reimburse Buyer for the cost to remove and
replace cylinders in Buyer's Plant at $35.00 per hour
using the hours negotiate and listed on Exhibit VII,
entitled "Remove/Replace Hours", (which is attached hereto
and made a part hereof).
(c3) If the part is found defective during Buyer Warranty
period, the Seller is responsible for the cost to repair
or replace defective product. In circumstances that merit
special consideration, the Seller may be asked to
negotiate on an individual basis any reasonable charges up
to a maximum of two (2) times the cylinder price.
(d) SCOPE OF WARRANTY. Seller's obligation to reimburse Buyer for
warranty expenses shall not extend to any costs or expenses for
which Buyer has denied Warranty coverage to Buyer's customer.
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6. QUALITY CONTROL
6.1 QUALITY AGREEMENT - Gradall and IIH are to establish a mutually
agreeable Quality Agreement (see Exhibit VIII).
6.2 RETURNED GOODS - If any item substantially fails Buyer's quality
control inspection or is deemed by Buyer to be unacceptable for
its intended use, in accordance with normally established industry
standards, then Buyer reserves the right to notify Seller of these
conditions and negotiate return goods at Seller's expense. Return
authorization numbers will be requested by Buyer and assigned by
Seller, as required. The Vendor Information/Contacts (set forth in
Exhibit IX) is made a part of this Agreement.
7. TECHNICAL AGREEMENT/TEST PLAN/APPLICATION APPROVAL
Gradall and IIH have developed a mutually agreeable test plan for
the Products. This plan includes specifically what tests both
parties will perform and the respective criteria for acceptance of
results. These tests combined with prototype testing at Gradall
best simulate Gradall's application requirements which serves as
the basis for Application Approval which is displayed as Exhibit
X. Once these tests are complete and the results are approved by
Buyer, the Seller's responsibilities will be limited to cost
associated with material and workmanship. Seller's Engineering lab
tests will meet the specification parameters as established by
Buyer and only limited by Seller's
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capabilities. In turn, Buyer agrees to reimburse Seller for lab
tests, requested by Buyer, at a rate of $25.00 per hour plus
actual cost of required tooling. It is also understood that
Gradall's customers must operate the Vehicle in accordance with
normal rough terrain operational criteria.
8. TECHNICAL PUBLICATIONS
8.1 INFORMATION CONCERNING COMPONENTS - Seller shall provide Buyer's
Technical Publications Department with accurate and current
information for items (a) through (d) listed in this Section 8.1
relative to the Seller's components. Such information will be
utilized in Buyer's Parts, Service Operations and Maintenance
publications and training aids. Seller shall provide the following
materials:
(a) Parts Illustrations and/or blueprints, excluding
proprietary information.
(b) Replaceable parts list with IIH part numbers and
manufacturers part numbers for purchased components.
(c) Repair kit detail (including supplier information on
purchased/outsourced components).
(d) Service and adjustment instructions.
8.2 REVISIONS - Any revision(s) made by the Seller concerning the
above technical information must be communicated to Buyer's
Technical Publications
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Department prior to that change being incorporated into product(s) shipped
to Buyer in accordance with Section 2.3.
9. SPECIAL CONSIDERATIONS
9.1 YEARLY FORECAST - At the request of Seller, Buyer will supply
periodically a yearly forecast of all products that are sold by
Seller to Buyer.
9.2 LONG RANGE FORECAST - Buyer will share long-range forecasting
information upon request by Seller for all of Buyer's products and
any forecasts related to industry products that are normally
available in the daily conduct of Buyer's business to aid Seller
in planning and to achieve the best utilization of assets.
9.3 TOOLING COST - Upon notification by Seller, Buyer agrees to absorb
reasonable costs of tooling for new or redesigned cylinders during
the term of this Agreement.
9.4 JOINT TECHNICAL COMMITTEE - Seller proposes, and is willing to
commit resources, to the creation of a joint technical committee
with Buyer and to share in the net cost reduction effort of
current (existing) designs. This committee would also seek to
implement the most cost-effective new designs.
10. INABILITY OR DELAY OF PERFORMANCE
10.1 If any party is prevented from or delayed in performing any of its
obligations hereunder because of any law or legally binding order,
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regulation, direction, or act of any government or any department
or agency thereof having jurisdiction over such party, or because
of war, act of God, or any cause beyond the reasonable control of
such party, including, but not limited to, strikes, lockouts or
other labor disputes, then such party shall be excused from
performing such obligations for the term of such disability and
the other party shall be excused from performing its obligations
hereunder to a like extent.
11. LITIGATION
11.1 CLAIMS AGAINST SELLER - In the event that any claim, proceeding or
suit concerning the products supplied under this Agreement is
brought against the Seller, Buyer shall cooperate with the Seller
in the defense and investigation of any such claim and shall make
available to Seller such information and assistance as may be
reasonably necessary or appropriate thereto.
11.2 CLAIMS AGAINST BUYER - In the event that any claim, proceeding or
suit concerning products supplied under this Agreement is brought
against Buyer, Seller shall cooperate with Buyer in defense and
investigation of any such claim and shall make available to Buyer
such information and assistance as may be reasonably necessary or
appropriate thereto.
11.3 LIABILITY INSURANCE LIMITS - Seller agrees to furnish to Buyer a
statement outlining the provisions of Seller's self insured
product liability insurance.
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12. NOTICES
12.1 Any notices specifically required herein or required by law shall
be deemed duly given and received five business days after mailing
if deposited in the United States mail, first-class, postage
prepaid and mailed to the respective parties at the following
addresses:
As to Seller:
Iowa Industrial Hydraulics, Inc.
Attn: President
Industrial Park Road
Pocahontas, IA 50574
With a copy to:
Magna-Power, Inc.
Attn: President
3412 N. River Road
Franklin Park, IL 60131
As to Buyer:
The Gradall Company
Attn: President
406 Mill Avenue SW
New Philadelphia, Ohio 44663
13. CONFIDENTIALITY
13.1 The parties agree during and after the term of this Agreement to
safeguard the confidentiality of any information obtained in the
performance of this Agreement regarding the products, accessories,
designs, and developments of the other party. It is agreed that
each party remains the owner of its information and documents, and
that
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such information and documents can be used by the other party only
for the purposes of performing under the terms of this Agreement.
The disclosure of any such information or documents to any third
party requires prior written approval of the owner of such
information, and requires the prior agreement of such third party
to safeguard the confidentiality of such information.
14. EXHIBITS
14.1 All Exhibits to this Agreement form an integral part of this
Agreement and constitute valid and binding obligations of the
respective parties. In the event of a conflict between any Section
of this Agreement and any Exhibits which are attached thereto, the
provisions of the Agreement shall govern.
15. SEVERABILITY
15.1 It is understood and agreed by the parties hereto that if any
part, term, or provisions of this Agreement is held by the courts
to be illegal or in conflict with the laws of the State of Ohio,
the validity of the remaining portions or provisions shall not be
affected, and the rights and obligations of the parties shall be
construed and enforced as if the contract did not contain the
particular part, term, or provision held to be invalid.
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16. MODIFICATION
16.1 No letter, or other form of communication, passing between the
parties hereto, covering any matter during the term of this
Agreement, shall be deemed a part of this Agreement, nor shall it
have the effect of amending or modifying this Agreement, unless
said communication distinctly states that said communication is to
constitute a part of this Agreement and is to be attached as an
addendum to this Agreement and is signed by the parties hereto.
17. WAIVER
17.1 The failure of either party at any time to require performance by
the other party to any provision hereof shall in no way affect the
full right to require such performance at any time thereafter. Nor
shall the waiver by either party of a breach of any provision
hereof constitute a waiver of any succeeding breach of the same or
any other such provision herein.
18. BINDING ON SUCCESSORS; ASSIGNMENT
18.1 The provisions of this Agreement shall be binding on and shall
endure to the benefit of the successors and assigns of the parties
hereto; PROVIDED, HOWEVER, THAT neither party may assign this
Agreement, voluntarily or by operation of law, in whole or in
part, without the written consent of the other party.
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19. CAPTIONS
19.1 Captions contained in this Agreement are inserted only as a matter
of convenience and in no way define, limit or extend the scope or
intent of this Agreement or any provision hereof.
20. GOVERNING LAW
20.1 This Agreement shall be considered as executed in, and shall be
construed and interpreted in accordance with the laws of the State
of Ohio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their corporate names by the respective representatives duly authorized
thereof, as of the day and year first above written.
The Gradall Company (Buyer) Iowa Industrial Hydraulics (Seller)
By: /s/ Barry Phillips By: /s/ Don Kluver
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Printed Printed
Name: Barry Phillips Name: Don Kluver
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Title: President Title: President
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By: /s/ Bruce A. Jonker By: /s/ Robert Hoover
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Printed Printed
Name: Bruce A. Jonker Name: Robert Hoover
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Title: V.P. Finance & Administration Title: V.P. Major Account
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By: /s/ Lonnie E. Wolfe
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Printed
Name: Lonnie E. Wolfe
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Title: Supv. Material Sourcing
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