Proposal Agreement - Culligan of Mishawaka - MPAC Water Softening System

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� Terms and Conditions GENERAL Unless otherwise stipulated herein the equipment shall bainstalled by and atthe expenses ofthe purchaser. No waiver, alteration or modification of any of the provisions hereof shall be binding unless in writing and signed by a duty authorized representative ofthe seller. Neither party shall be liable to the other for indirect or consequential damages arising from any cause whatsoever. The warranties detailed herein apply only to material of the seller's manufacture. Outside purchased equipment and accessories are guaranteed only the extent of the original manufacturer's guarantee, Standard Terms of Sale — Appficable Terms, These terms govern the purchase and sale ofthe equipment (^Equipnent")referred tnin Seller's purchase order, quotation, proposal oracknowledgment, mmthe case may be(^SaUer'sDocumantatipn°). Whether these terms are included inanoffer ormmacceptance bySeller, such offer nracceptance isconditioned onBuyer's assent tothese terms. Seller rejects all ad6§mna|mrdifferent terms inany ofBuyer's forms or doommmnta. — Paymen . Buyer shall pay Seller the full purchase price as set forth in Seller's Documentation. Unless Seller's Documentation provides otherwise, freight, storage, insurance and all taxes, duties or other governmental charges relating to the Equipment or any included services shall be paid by Buyer. If Seller is required to pay any such charges, Buyer shall immediately reimburse Seller. Afl payments are due within 30 days after receipt of invoice. Buyer shall be charged the lower of 1 1/2minterest per month orthe mmmmumlegal rate onall amounts not received bythe due date and shall pay all of SeHer's reasonable costs (including attorneys'fees) of collecUng amounts due but unpaid. All orders are subject tocredit approval. — DeUiverv. Delivery of the Equipment shall be in material compliance with the schedule in Seller's Documentation, Unless Seller's Documentation provides otherwise. — Ownership of Materials. All devices, designs (inc�udim8drawings, plans and specifications), estimates, priv*s, notes, electronic data and other docurnents or information prepared or dis�osed by Seller, and all related intellectual property rights, shall remain Seller's property, Seller grants Buyer anon-wxc|uaimo.non-transferable hcunwwtouse any Such material solely for Buyer's use of the Equipment. Buyer shall not d'imduuoany such matero|haftndparties without Seller's prior written consent. — Changes. Seller shall not implement any changes hnthe scope of workdescribed inSmNer's Documentation unless Buyer and Seller agree in writing to the details of the change and any resulting price, schedule or other contractual modifications. This includes any changes necessitated byachange |nmppNoab|elaw occurring after the effective date of any contract including these terrns, — Xarrayntv. Seller warrants to Buyer that the Equipment shall materially conform to the description hn8a|ler's Documentation and shall befree from defects immaterial and workmanship. |yBuyer gives Seller prompt written notice(breach mfthi first (the "Warranty Period"), Seller shall, at its sole option and as Buyer's sole remedy, repair or replace the subject parts or refund the purchase price. If Seller determines that any claimed breach is not, in fact, covered by this warrantm Buyer un"n pay Seller its mewomsmn/a/vm/anuexporonyrepmrorn,p/aconmunzmaonnySw/er. @el|m(y warranty is conditioned on Buyer's (a) operating and maintaining the Equipment in accordance with Seller's instructions, (b)not making any unauthorized repairs oralterations, and (o)not being indefault o(any payment ubUiQaUnn1oSeller. Seller's warranty does not cover damage caused byohemiom|action orabrasive ma0aho|.mimuoeurimpmper|ms*a||mWon(un|onoinute|8edbySeNed.THEVV&RRANTlE8SErF0RTM|MTU0 SECTION ARE SELLER'S SOLE AND EXCLUSIVE WARRANTIES. SELLER MAKES NO, OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMlTATION, ANY WARRANTY 0FMERCHANTABILITY ORFITNESS FOR PURPOSE. — !ndeondtV. Seller shall indemnify, defend and hold Buyer harmless frorn any claim, cause of action or Iiabifity incurred byBuyer mum resultofthird party claims for personal injury, death or damage 0mtangible property, to the extent caused by Seller's negligence, Seller vha|�have the sole authority iodirect the defense ofand settle any indemnified claim. Seller's indemnification ioconditioned unBuyer promptly, within the Warranty Period, notifying Seller mfany claim, and (b)providing reasonable cooperation imthe defense ofany claim.