ENERVAC } 700 FRANKLIN BLVD., CAMBRIDGE, ONTARIO, CANADA N1R 5S9 PHONE (519) 623.9890 TOLL FREE (800) 923.2999 FAX (519) 622.8250 ACCEPTANCE WARRANTY AND LIMITATION OF LIABILITY PATENTS PACKING ROUTING RETURN OF Goops STANDARD CONDITIONS OF SALE Orders received are not binding on Enervac Corporation until duly acknowledged ‘The company warrants a freedom from defective material and workmanship, and title to products of its manufacture when such products are installed and operated in accordance with its instructions, These warranties shall terminate 18 months from the date of invoice, or 12 months from the date of installation by the original purchaser, whichever comes first. The warranty on component and accessory items not manufactured by Enervac, is that extended by the manufacturer of such equipment, ‘THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR, PURPOSE, Except as provided in the paragraph entitled “Patents”, the exclusive liability of the Company arising out of the supplying of its products, or their use, and any related services whether on warranties, negligence or otherwise, shall be, at its option, to correct the defect, replace the parts or repay the purchase price. in the event of correction or replacement, the Purchaser will be responsible for all transportation and labor costs. No allowance will be made for repairs or alteration to products covered hereby, unless made with the prior written consent of the Company, nor shall Enervac be liable or responsible for work or repairs made by others. In no event shall the Company be liable for indirect, consequential or special damages. ‘The Company shall defend any suit or proceeding brought against the Purchaser so far as based on a claim that any products, or any part thereof, furnished under this contract constitutes an infringement of any patent if notified in writing and given authority, information and assistance, (at the Company's expense), for the defense of same, and the Company shall pay all damages and costs awarded therein against the Purchaser. In case said product, or any part thereof, is in such suit held to constitute an infringement and the use of said product or part is enjoined, the Company shall, at its ‘expense and at its option, either procure for the Purchaser the right to continue using said product or part of refund the purchase price and the transportation costs. Notwithstanding the provisions of the preceding paragraph the Purchaser shall hold the Company harmless against any expense or loss resulting from infringement of patents or trademarks arising trom compliance with Purchaser's design specification or instructions ‘THE FOREGOING STATES THE ENTIRE LIABILITY OF THE COMPANY FOR PATENT INFRINGEMENT BY SAID PRODUCTS OR ANY PART THEREOF, Prices include packing for domestic shipment only. Export or special packing extra. Whenever practical, customer's routing instructions and carrier will be followed, Unspecified shipments will be at Enervac's discretion, Written permission from the factory must be obtained before returning any products, A restocking charge may be involved.ENERVAC } 700 FRANKLIN BLVD., CAMBRIDGE, ONTARIO, CANADA N1R 5S9 PHONE (519) 623.9890 TOLL FREE (800) 923.2999 FAX (519) 622.8250 CLAIMS DELIVERY TRANSPORTATION PAYMENTS TERMS SECURITY TITLE Failure of the Purchaser to give written notice of any claim with respect to any products delivered hereunder within 10 days after the receipt of such products shall be an unqualified acceptance of such products, and a waiver by Purchase of claims with respect thereto. Claims for damages must be made to the carrier by consignee. Shipping dates are approximate and are based upon prompt receipt of all necessary information, ‘The Company should not be liable for delays in delivery or failure to manufacture and deliver (a) due to causes beyond its reasonable control, or (b) due to acts of God, acts of the Purchaser, acts of civil or miltary authority, Government controls or regulation, fires, strikes, accidents, floods, epidemics, quarantine restrictions, war, riot, delays in transportation or car shortages, or (c) due to engineering, technical or design difficulties ‘or due to inability to obtain necessary labor, materials, components, or manufacturing faciities through regular channels due to causes beyond its reasonable control, or (@) due to any other commercial impracticabilty. In the event of any such delay, the date of delivery shall be deferred for a period of time equal to the time lost by reason of the delay. Unless otherwise agreed in writing by the Company, delivery of products hereunder shall be made F.0.B. point of shipment. Pro rate payments shall be become due as shipments are made. If shipments are delayed by the purchaser, payments shall become due on the date when the Company is prepared to make shipment. If the work to be performed hereunder is delayed by the Purchaser, payment shall be made based on the purchase price and the percentage of ‘completion. Products held for the Purchaser shall be at the risk and expense of the Purchaser. It the financial condition of the Purchaser at anytime is such as to give the Company, in its judgment, reasonable grounds for insecurity concerning the Purchaser's ability to perform his obligations under this contract, the Company may require full or partial payment in advance or may suspend any further deliveries or continuance of the work to be performed by the Company until such payment has been received. Failure to furnish such payment within 10 days of demand by the Company shall constitute a repudiation of the contract and in such event the Company shall be entitled to receive reimbursement for its cancellation charges. In the event of bankruptey or insolvency of the Purchaser or in the event any proceeding is brought by or against the Purchaser under the bankruptcy or insolvency laws, the Company shall be entitled to cancel or ‘order outstanding at anytime during the period allowed for filing claims against the ‘estate and shall receive reimbursement for its cancellation charges. Interest at the maximum legal rate or 1% per month, whichever is less from the date of shipment will be charged on all past due accounts Net 30 days from date of shipment unless otherwise specified. Interest at the rate of 1 Ye per month from 30 days after the date of shipment up to the legal maximum, will be charged on all past due accounts. Title and ownership of the products is and shall remain vested in the Company, notwithstanding delivery or possession, until the entire price is paid by cash in full Purchaser agrees to do all acts necessary to perfect and maintain such security right and title in the Company,ENERVAC } 700 FRANKLIN BLVD., CAMBRIDGE, ONTARIO, CANADA N1R 5S9 PHONE (519) 623.9890 TOLL FREE (800) 923.2999 FAX (519) 622.8250 TAXES CANCELLATIONS GENERAL MANUALS & DRAWING QUOTATIONS ‘The Company's prices do not include sales, use excise or similar taxes, Consequently, in addition to the price specified herein, the amount of any present or future sales, use, ‘excise or other tax applicable to the sale or use of the products sold hereunder shall be paid by the Purchaser, or in lieu thereof, the Purchaser shall provide the Company with a tax-exemption certificate acceptable to the taxing authorities. ‘The Purchaser may cancel this order only upon written consent and upon payment to the Company of cancellation charges which shall take into account, among other things, anticipated profits, expenses incurred and commitments already made by the Company. If no price is included herein the price shall be there stated in the Company's standard price list for the products listed herein in effect on the date of shipment. ‘On products manuals and/or drawings are supplied, 3 only operating manuals, parts lists, and/or 3 prints or 1 reproducible drawing will be supplied free of charge, Additional copies may be supplied on request at an additional charge. QUOTATIONS ARE GOOD FOR A PERIOD OF 30 DAYS FROM THE DATE OF ISSUANCE, ALL ORDERS, SALES AND CONTRACTS ARE SUBJECT TO OUR STANDARD CONDITION OF SALES IN EFFECT AT THE TIME OF OUR ACCEPTANCE. ‘The Company will comply with the applicable laws of Canada. Any assignment of this Agreement, or any rights or obligations hereunder, by the Purchaser or the Company without written consent of the other part shall be void. Except as may be expressly provided to the contrary in writing, the provisions of this contract are for the benefit of the parties hereto and not for any other person. This instrument contains the entire and only Agreement between the parties hereto relating to the subject matter hereof, and any representation, affirmation of fact and ‘course of prior dealings, promise or condition in connection therewith or usage of the trade not incorporated herein shall not be binding on either party. No change, modification, rescission, discharge, abandonment or waiver of these standard conditions of sale shall be binding upon the Company unless made in writing and signed on its behalf by its President.