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7.1.D. - Page 19
<br /> TERMS AND CONDITIONS OF SALE
<br /> 1. ACCEPTANCE. Buyer's execution and delivery of the Purchase Agreement shall
<br /> constitute Buyer's assent to these Terms and Conditions,including,without limitation the provisions of this
<br /> Paragraph 1. No terms or conditions stated by Buyer in its purchase order,order confirmation,or otherwise,
<br /> shall be binding upon Seller if in conflict or at variance with the Purchase Agreement or these Terms and
<br /> Conditions unless expressly agreed to in writing by Seller, and all such other terms and conditions are
<br /> hereby rejected. In the event of any conflict between these Terms and Conditions and any terms and
<br /> conditions set forth by Buyer in its purchase order, order confirmation, or otherwise,the provisions of the
<br /> Purchase Agreement and these Terms and Conditions shall govern and control.
<br /> 2. MODIFICATIONS AND SUBSTITUTIONS. Seller reserves the right, as it may deem
<br /> necessary or appropriate, after consultation with Buyer, to modify or change the specifications of the
<br /> Equipment prior to delivery, provided that such modifications or changes shall not adversely affect the
<br /> performance or reliability of the Equipment.
<br /> 3. PAYMENT AND TAXES. Buyer agrees to pay all amounts payable to Seller when due,
<br /> TIME BEING OF THE ESSENCE, including, without limitation, any such amounts payable as provided
<br /> for herein, and shall pay freight and California use taxes applicable to purchase of the Equipment.
<br /> 4. FORCE MAJEURE. Seller shall not be liable for any failure to perform or delay in
<br /> performance of its obligations hereunder caused by circumstances beyond its reasonable control including,
<br /> but not limited to, fire, storm, flood, earthquake, explosion, accident, acts of public enemy,war, rebellion,
<br /> insurrection, riot, sabotage, epidemic, transportation restrictions, acts of God, acts of any government or
<br /> any agency thereof;judicial action,inability to obtain or delays in obtaining machinery,parts,materials, or
<br /> sufficient qualified labor, or any other causes beyond Seller's reasonable control, whether similar or
<br /> dissimilar to the foregoing. In the event of such a delay,delivery date of Equipment shall be appropriately
<br /> adjusted to accommodate for such delay.
<br /> 5. PAYMENT TERMS. Unless otherwise agreed by Buyer and Seller in writing,payment
<br /> terms are as set forth in this Purchase Agreement. When the Equipment is ready for delivery to Buyer, if
<br /> without good cause Buyer fails to provide shipping instructions or otherwise improperly withholds direction
<br /> for the delivery thereof, the Products will be shipped to Buyer's facility, shipment will be considered
<br /> accomplished and the balance of the Purchase Price will be due immediately.
<br /> 6. TITLE; SECURITY AGREEMENT. Title to the Equipment will pass to Buyer when
<br /> delivered to the Buyer at the location specified in this Purchase Agreement. Until the Purchase Price is
<br /> paid by Buyer in full, Seller shall retain a first priority lien and purchase money security interest in the
<br /> Equipment purchased herein by Buyer, including any replacements, additions and improvements to the
<br /> Equipment or proceeds resulting from any disposition thereof and any insurance proceeds resulting from
<br /> any damage or destruction thereof. Buyer hereby authorizes Seller to execute on its behalf and file a UCC-
<br /> 1 to evidence its retention of a security interest in the Equipment until payment in full, whereupon Seller
<br /> shall release the UCC-1.
<br /> 7. RISK OF LOSS; INSURANCE. All risk of loss or damage to the Equipment shall pass
<br /> and be assumed by the Buyer upon Seller's delivery of the Equipment to the Buyer at the location specified
<br /> in this Purchase Agreement. Upon receipt,Buyer shall insure the Equipment in an amount equal to at least
<br /> the unpaid portion of its purchase price against all risks subject to normal exclusions from the time the risk
<br /> of loss passes to the Buyer,and continuously thereafter until the Equipment is paid for in full. Upon request,
<br /> Buyer's Initials
<br /> REV:07-22-14 MLG
<br /> Page 5 of 11
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