|
<br />SBWMA
<br />San Carlos, CA
<br />
<br />Order Confirmation 7l77-R4
<br />June 30, 2009
<br />
<br />'<IP'"
<br />
<br />Conditions of SalelWarrantv:
<br />
<br />1. Pri ces
<br />
<br />A. Terms of Offer. Prices will be guaranteed for a period of thirty (30) days from date appearing on the proposal, and will be
<br />subject to revision should there be any changes in supplier's prices to BULK HANDLING SYSTEMS (hereinafter referred to as
<br />"BHS "). All prices are subject to change in the event BUYER requests modifications of the product or system.
<br />
<br />B. Taxes. Unless otherwise indicated no Sales, Use, Retailers, Occupation, Service Occupation, Service Use or other similar taxes
<br />are included in the purchase price. The amount of any such taxes which are paid or payable, or assessed, in connection with any
<br />order, and which are not specifically stated as being included in the purchase price, shall be paid by BUYER to BHS or, if
<br />authorized by law, by BUYER directly to the taxing authority.
<br />
<br />C. Pavment. Invoices are due upon presentation and will be submitted in accordance with the payment schedule as outlined in the
<br />proposal. All sums due under this contract shall bear a finance charge of one and one-half (1 ~%) per month, or the highest lawful
<br />rate, whichever is more, if not paid within ten (10) days of when due. Due date is deemed to be the date of the invoice. Upon
<br />BUYER's breach of this agreement, BHS may accelerate notice, require a letter of credit or make shipment under reservation.
<br />
<br />2. Shipment/Completion
<br />
<br />A. Force Maieure. BHS' best efforts will be made to meet promised shipping/completion dates. However, where change in
<br />shipping or completion dates is necessary, BHS will advise BUYER. The time of delivery named by us is the date for shipping
<br />from our plants or warehouses. We will not be liable for delays in delivery or completion caused by any reason beyond our
<br />control, including but not limited to, acts of God, casualty, civil disturbances, labor disputes, transportation or supply difficulties,
<br />any interruption of our facilities, or act of any governmental authority, and the time for delivery specified herein shall be extended
<br />during the continuance of such conditions and for a reasonable time thereafter.
<br />
<br />B. Risk of Loss/F.O.B. Unless otherwise agreed in writing: (1) We are not responsible for damage to or loss of products after
<br />delivery to the transportation company, however, we will cooperate in attempting to secure an adjustment when so requested; (2)
<br />All shipments to be installed by a party other than BHS are F.O.B. our plant or warehouse from which the products are shipped;
<br />and (3) In the event ofBHS installation, shipments shall be F.O.B. job site.
<br />
<br />3. Securitv Al!reement. Until the purchase price is paid in full, title to the property shall not pass and BHS shall maintain a
<br />security interest in the goods sold. PURCHASER shall execute, upon request, such financial statements, continuations,
<br />terminations and other documents necessary to affect the intent of this paragraph.
<br />
<br />4. Assil!nment. This agreement may not be assigned or transferred by BUYER, without the prior written consent ofBHS.
<br />
<br />5. Arbitration. All disputes, differences or questions between the parties concerning the construction, interpretation and effect of
<br />this agreement or of any claims herein contained or the rights and liabilities of the parties, shall be settled by arbitration in
<br />accordance with the rules and regulations of the American Arbitration Association or the International Chamber of Commerce if
<br />the licensed territory is not part of the United States of America. The seat of arbitration shall be at Eugene, Oregon, USA, or the
<br />principal place of business of Buyer, as selected by BHS, or such other place as the parties may agree in writing. The decision of
<br />the arbitrators shall be binding and final and may be registered as a judgment or otherwise enforced in any court of competent
<br />jurisdiction. The fees and costs shall be shared equally by the parties; provided, however, the prevailing party shall be entitled to
<br />recover its cost of arbitration, its share of arbitration fees, reasonable and necessary expenses in presenting its case. Such fees and
<br />costs shall be detennined by the arbitrators and shall become part of the arbitration record.
<br />
<br />6. Cancellation. A contract or order may not be canceled, once it becomes final, unless BHS at its sole option agrees in writing to
<br />BUYER's cancellation of the contract. If BHS agrees, cancellation fees will be paid by the actual value of total job completion
<br />attained at the time of BUYER's notification to BHS of intention to cancel.
<br />
<br />2A MRF Sorting Equipment
<br />45 of 46
<br />
<br />Bulk Handling Systems (BHS)
<br />
<br />Page 45
<br />
|