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IB/25/2f!f!1 23:35 1'3254&31381 EST SERVICE r' A\.:It. tI L I t:Jf ORIGINAL ~.. "'. -~Ç!'~'ii'.¡;¿"L.~.;.it;i..'iP~"\' ~':'1' ø:-í. ~~.lf.T.} ,. toll ,¡...! .""""">/1 "~,.I1I'_.~...:1'-.",.",",,r"1 SALES AND INSTALLATION AGREEMENT I QUOTE # 2001-O2-23.01.fJ7 J THIS AGREEMENi MADE THtS day Friday, February 23, 2001 between Edwards Systems TechnolOgy, Inc, acting through Its EST ~ Division, rEST Sef'vic8") end- RedwOOd City Park & Recreation De)( 1400 Rosevelt Avenue RedWoOd Clty,CA 94061 hereinafter referred to as the .Customer. - In consideration d the covenants specified below, the parties do for themselves. their successors and as~s agree- 1 Terms of Sale of Equipmenl (a) êST SeMce agrøs to sell to Customer and to Install at Customerli premises (the .Site") the equipment ("EquiplMnt") as deSCribed In Addendum A attached hereto- Customer agrees to buy and NIve the Equipment instaUed at the Site by EST SeMce !!It the purchase price and upal\ the terms of payment ~ed in Addendum A 8ttached hereto. (b) Customer shell at5o pay to EST Service an amount equal to 1~ p« month on 81 amounts outstanding which are not pøid when due, but in no event shalt such amount e)(C88d the mæamum amount aHcwed by Iaw- In any lawsuit arising out of this Agreement. the )f'8VIIÌ1Ing perty shall be entitled to recoyer reasonaÞi8 attorneys fees to Ute e)ltent permitted by laW (e) In the event any proçeeding IS brought against the Customer, voluntarily or imGuntanty under the b8ntmJptcyor insolvency 18WS. Of If the f..no81 condition c:l the Customer at any times doH net. In the judgment of ES T S~, justify continuance d EST SeMC8 performance under thIS Agreement. then EST SeMce mllY require fun or 8ddition8l partial pøyments of the CataI purd\8$e pfic4t in advance Of shalf be entitled to cancel the order or any pottion !hereof then outstandlng- (d) Customer agrees to immedi8te1y pUfch8se equipment upon shipment and thI!It title of equipment pesses to the eustomer upon said shipment- Install8tion of said equipment shell be billed in 8CCOfdanc8 with herein "TERMS OF PAYMENT", end with accept8noe by customer 8'lidencing complete installetion In the event the Customer fails to pay eST Service for the equIpmeftt a& pnMded herein, EST SeNiœ shell have the right to exen;ise any end all legal and equitable remedies arising from such non-paymenl (e) In addition to the purçh8H price. the Customer shall .150 pay and be Ii8bIe fOl- duties. taxes (including without Iimi1atlon, 8lfY adddionat sales or use taxes). t8fiffs or other governmental charg88 of 8IIY nature wh8Isoevet' wtth respect to the Equ¡pment or tnis Agreement 2- Warranty. The Equipment and inSt8I1ation services sold hereunder are sub)ect 10 the follCJwing LIMITED WARRANTY' (a) EQuipment rnanuf8Cttnd by the Edwerds Systems Technology Inc fESr) IS wemried by ESTto be free from ckfects In WQri(manahip Of meter1al8 for 8 perIOd of TWO ( 2 ) years from the dI!IIte of shclm8nt to the origlnel Customer The foregoing wamlnty sMi not apply to Equipment that shall tlave been altered or repaired ¡ft. shipment by any persoo not authorized by EST SeMce, and EST SðMce shall in no event be h8b1e for any ~s Of repairS made without Its written consent Customer shell be solely responsible for determining suitability for use and EST SeMce Shall in no tMII'It be liable In this respect- EST's OÞIigations 8Id liabilities hereunder shall not be enfOlQl8ble until the full purcha5e pnce has been paid No Equipment rnetr be returned withOut the expr8S$ prior writtlm øppf'OI8 of EST Senoiœ lifter 8 determination by EST SeMœ that such Equipment is d8f8Ctive In workmanship or fNÙrials EST ~ shell replace or repair, at its sole .-.d I8tdusNe option, auçh defective Equipment or parts thefd 8[ Is ovm exp8Me- This warranty is \/Did In the case d abuse, misuse. abnormal usage. repair by uneuthorlZe<t persons or' EST Ser\llCe determines that such Equipment is not operating property as a f85uft at causes other than defects In woncmanship Of fNlter1als- Furthermore, this warranty sh811 not aøpty to PJtIY Equipment returned to EST SeMce wt\tch is not acc:ornpenied by an EST Warranty SeMce Authorization Number (b) Equipment not manuf8ctured by Edwerds Systems Technology Inc- 15 subjeå solely to tne terms and conditIonS of the manufacturer's WfI((8t'Ity, if any. applicable to such Equipment êST SM\IiC$ shall mal(e such warranty 8VØilatle to the Cusmmer to the lDCtom permitted by the terms and conditions d $UCþ WBfrenty. EST s.rwce mal(es no warranty of any nalule, whatsoever, to Customer WIth respect to such Equipment (c) If installetion is pt'OVlded for herein, then EST Sel'Yic6 warrants that tt1e instillation of the Equipment to be free of defects In workmanship for 8 penod of one ( 1 ) year from the date of the instaf1ation. EST Set'IIice shaft correct such ----------.------- -_._-- - ------'--.---'--------.- ---.---.----------------..-