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Standard Terms of Sale
<br />f.-Applicable Terms.. These terms govern the purchase and sale of the equipment and related services, if any (collectively, "Equipment"),
<br />referred to in Seller's quotation, proposal or acknowledgment, as the case may be ("Sellers Documentation"). Whether these terms are
<br />Included in an offer or an acceptance by Seller, such offer or acceptance is conditioned on Buyers assent to these terms. Seller rejects all
<br />additional or different terms in any of Buyer's forms or documents.
<br />2. Payment.. Buyer shall pay Seller the full purchase pros as set forth in Seller's Documentation. Unless Sellers Documentation provides
<br />otherwise, freight, storage, insurance and all taxes, duties or other governmental charges relating to the Equipment shall be paid by Buyer.
<br />If Seller is required to pay any such charges, Buyer shall Immediately reimburse Seller. All payments are due within 30 days after receipt of
<br />invoice. Buyer shall be charged the lower of 1 Y.% Interest per month or the maximum legal rate on all amounts not received by the due
<br />date and shall pay all of Seller's reasonable costs (including attomeys' fees) of collecting amounts due but unpaid. All orders are subject to
<br />credit approval.
<br />3. Dell Delivery of the Equipment shell be in material compliance with the schedule in Seller's Documentation. Unless Seller's
<br />Documentation provides otherwise, Delivery terms are F.O.B. Sellers facility. Unless Sellers Documentation provides otherwise, Buyer
<br />shall be solely responsible for unloading, storing, assembling and Installation of the Equipment.
<br />4. Ownership of M All devices, designs (including drawings, plans and specifications), estimates, prices, notes, electronic data and
<br />other documents or Information prepared or disclosed by Seller, and all related intellectual property rights, shall remain Seller's property.
<br />Seller grants Buyer a non-exclusive, non -transferable license to use any such material solely for Buyers use of the Equipment. Buyer shall
<br />not disclose any such material to third parties without Seller's prior written consent.
<br />5. Changes. Seller shall not implement any changes in the scope of work described in Sellers Documentation unless Buyer and Seller agree
<br />in writing to the details of the change and any resulting price, schedule or other contractual modifications. This includes any changes
<br />necessitated by a change In applicable law occurring after the effective date of any contract including these terms.
<br />6. Warranty. Subject to the following sentence, Seller warrants to Buyer that the Equipment shall materially conform to the description in
<br />Seller's Documentation and shall be free from defects in material and workmanship. The foregoing warranty shall not apply to any
<br />Equipment that Is specified or otherwise demanded by Buyer and is not manufactured or selected by Seller, as to which (1) Seller hereby
<br />assigns to Buyer, to the extent assignable, any warranties made to Seller and III) Seller shall have no other liability to Buyer under
<br />warranty, tort or any other legal theory. If Buyer gives Seller prompt written notice of breach of this warranty within 18 months from delivery
<br />or 1 year from acceptance, whichever occurs first (the "Warranty Period"), Seller shall, at its sole option and as Buyer's sole remedy, repair
<br />or replace the subject pans or refund the purchase price therefor. If Seller determines that any claimed breach is not, in fact, covered by
<br />this warranty, Buyer shall pay Seller Its then customary charges for any repair or replacement made by Seller. Seller's warranty is
<br />conditioned on Buyer's (a) operating and maintaining the Equipment in accordance with Seller's instructions, (b) not making any
<br />unauthorized repairs or alterations, and (c) not being in default of any payment obligation to Seller. Seller's warranty does not cover
<br />damage caused by chemical action or abrasive material, misuse or Improper installation (unless Installed by Seller). THE WARRANTIES
<br />SET FORTH IN THIS SECTION ARE SELLER'S SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO SECTION 10 BELOW.
<br />SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
<br />WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE.
<br />7. Indemnity. Seller shall indemnify, defend and hold Buyer harmless from any claim, cause of action or liability incurred by Buyer as a result
<br />of third party claims for personal injury, death or damage to tangible property, to the extent caused by Seller's negligence. Seller shall have
<br />the sole authority to direct the defense of and settle any Indemnified claim. Seller's indemnification is conditioned on Buyer (a) promptly,
<br />within the Warranty Period, notifying Seller of any claim, and (b) providing reasonable cooperation In the defense of any claim.
<br />8. Force Meiaum. Neither Seller nor Buyer shall have any liability for any breach (except for breach of payment obligations) caused by
<br />extreme weather or other act of God, strike or other labor shortage or disturbance, fire, accident, war or clvil disturbance, delay of carriers,
<br />failure of normal sources of supply, act of government or any other cause beyond such parry's reasonable control.
<br />9. Cancellagon, If Buyer cancels or suspends its order for any reason other than Seller's breach, Buyer shall promptly pay Seller for work
<br />performed prior to cancellation or suspenslon and any other direct costs incurred by Set lar as a result of such cancellation or suspension.
<br />10. LIMITATION OF LIABILITY, NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, SELLER SHALL NOT BE LIABLE FOR ANY
<br />CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, AND SELLER'S TOTAL LIABILITY ARISING
<br />AT ANY TIME FROM THE SALE OR USE OF THE EQUIPMENT SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE
<br />EQUIPMENT. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY
<br />OTHER THEORY.
<br />11. Miscellaneous. If these terms are issued in connection with a government contract, they shall be deemed to include those federal
<br />acquisition regulations that are required by law to be Included. These terms, together with any quotation, purchase order or
<br />acknowledgement issued or signed by the Seller, comprise the complete and exclusive statement of the agreement between the parties
<br />(the "Agreement") and supersede any terms contained In Buyers documents, unless separately signed by Seller. No part of the
<br />Agreement maybe changed or cancelled except by a written document signed by Seller and Buyer. No course of dealing or performance,
<br />usage of trade or failureto enforce any term shall be used to modify the Agreement. If any of these terns is unenforceable, such term shall
<br />be limited only to the extent necessary to make it enforceable, and all other terms shall remain in full force and effect. Buyer may not
<br />assign or permit any other transfer of the Agreement without Sellers prior written consent. The Agreement shall be governed by the laws
<br />of the State of Minnesota without regard to Its conflict of law's provisions.
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