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Quotation Date: 31812010 inquirY Number: 10405 Page 4 of 5
<br />5. PAYMENT- SubjeCt only to any credit terms, which Seller may extend, the total purchase price hereunder is due at such time, within or
<br />after the estimated shipment period specified herein, as said equipment is ready to be shipped. Buyer shall pay in full all invoices within
<br />the time for payment specified therein and Buyer's payment obligation is in no way dependent or contingent upon Buyer's receipt of
<br />payment from any other party. Any balance owed by Buyer for thirty (30) days or more after the same becomes due is subject to a 2% per
<br />month delinquency charge until paid. In addition to all other amounts due hereunder, Buyer shall reimburse Seller in full for all damages,
<br />costs and expenses, including reasonable attorneys' fees, which Seller may incur with respect to BuyeCs breach of this Sales Agreement
<br />or the collection of past due amounts from Buyer. if Buyer is in default under this or any other agreement with Seller, Seller may, at its
<br />option, defer performance hereunder untii such default is cured.
<br />6. SECURITY INTEREST- Until all amounts due hereunder have been paid in full, Seller has a security interest in said equipment and
<br />has all rights of a secured party under the Uniform Commercial Code including, without limitation, the right to take possession of said
<br />equipment without legal process and the right to require Buyer to assemble said equipment and make it available to Seller at a place
<br />reasonably convenient to both parties. At Seller's request, Buyer shail execute any financing statement or statements submitted by Seller
<br />in order that Seiler's security interest in said equipment may be perfected.
<br />7. WARRANTY & LIABILITY- Seller warrants only that said equipment is free from defects in materials and workmanship as set forth in
<br />Sellers standard Certificate of Warranty furnished to Buyer at the time of final shipment. THIS WARRANTY IS EXPRESSLY IN LIEU OF
<br />ALL OTHER WARRANTIES EXPRESS OR IMPLIED INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS
<br />FOR ANY PARTICULAR PURPOSE OR DESIGN AND WHICH ARE EXPRESSLY DISCLAIMED SY SELLER. Seliers sole responsibility
<br />with respect to any equipment which proves to be defective as to materials or workmanship is either to replace or to repair the same as is
<br />set forth in said Certificate of Warranty. Unless authorized in writing by Seller, Seller is not responsible for any charge or expense incurred
<br />for the modification, servicing or adjusting of said equipment after the same has been delivered to Buyer. Seller is not liable in association
<br />with its warranty or in any other capacity for any consequential, incidental or liquidated damages, late fees/damages or penalties.
<br />8. CLAIM PERIOD- Buyer shall immediately inspect said equipment upon receipt thereof and immediately notify the carrier of any
<br />damage, shortage or other nonconformance. Seller is not obiigated to consider any claim for damages, shortages or non-conformance
<br />unless notified by Buyer within ten (10 ) days after Buyer's receipt of said equipment.
<br />9. CANCELLATION- Should Buyer cancel this agreement without Seliers prior written consent, Seller may, at its option, recover from
<br />Buyer a cancellation charge of not less than 20% `of the purchase price hereunder. This cancellation charge is intended to compensate
<br />Seller for difficult-to-calculate economic losses, including but not limited to, material and labor costs, as weil as loss of anticipated profits
<br />suffered due to cancellation.
<br />10. SE)FtRABILITY - If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with
<br />the law of any jurisdiction, the va(idity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
<br />thereby.
<br />11. STORAGE- If at such time, within or after the estimated shipment period specified herein, as Seller notifies Buyer that said equipment
<br />is ready to be shipped Buyer requests a delay in shipment, Seller may, at its option, agree to store said equipment for a period of time
<br />determined by Seller, provided that such agreement will not affect Buyer's obligation to pay in full all invoices as they become due, and
<br />provided further that for each month, or portion thereof, said equipment is so stored by Seller, Buyer shall pay to Seller as a storage fee an
<br />amount equal to 2% of the purchase price.
<br />12. DRAWINGS, ILLUSTRATIONS AND MANUALS- Catalog and proposal drawings, bulletins, and other accompanying literature
<br />are solely for purpose of general style, arrangement and approximate dimensions. Seller may make any changes Seller deems
<br />necessary or desirable. Submittal for approval, if required, will be made after receipt of complete information from Buyer. Unless
<br />otherwise specified at the time of quotation, six sets will be furnished. Additional sets are at $25.00 per set. Installation, maintenance
<br />and opdr at no dded co t~'wth additional cop es at $50 00 ea~h~es specified at the time of quotation. If none specifed, four will be
<br />provide
<br />13. PERMITS, LICENSES- Buyer at its sole cost and expense shall obtain all building or other permits or licenses with respect to the
<br />instaliation and operation of said equipment required by any federal, state or local governmental body.
<br />14. PATENT INDEMNIFICATION- Seller shall, at its own expense, defend any suit instituted against Buyer, based on any claim that
<br />equipment furnished hereunder infringes any Letters Patent of the United States, and Seller shall pay any damages assessed against
<br />Buyer in any such suit, provided that Buyer, upon service of process upon Buyer, gives to Seller notice in wnting of the institution of such
<br />suit, and permits Seller, through counsel chosen by Seller, to defend the same, and gives Seller all information in Buyer's possession and
<br />reasonable assistance and authority to enable Seller so to do. Seller shall have no liabiliry or obligation to Buyer for patent infringement
<br />resulting from compliance by Seller with written instructions or specifications of Buyer concerning the structure, operation, material, or
<br />method of making equipment furnished hereunder.
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