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<br />SBWMA
<br />San Carlos, CA
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<br />Order Confinnation 7l77-R4
<br />June 30, 2009
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<br />7. Governim! Law /I urisdiction. The situs of this contract is Eugene, Oregon, USA, and jurisdiction of any and all disputes shall be
<br />in Lane County, Oregon, except at the sole option of BHS. BHS may maintain any cause of action or cause of suit in a court of
<br />competent jurisdiction in which the BUYER is or was present during the existence of this contract. This agreement shall be
<br />considered as an Oregon contract and shall be interpreted and construed in accordance with the applicable laws of the State of
<br />Oregon and the United States of America.
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<br />8. Attorney's Fees. In the event that it becomes necessary for BHS to enforce its rights in accordance with this agreement, or as a
<br />result of this agreement, the prevailing party shall be entitled to all reasonable attorney's fees, including fees on any appeal, costs
<br />of reasonable discovery, deposition, expert witness fees, and arbitration, trial or costs and disbursements allowed by law.
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<br />9. Legalitv. If any term, clause or provision, of this agreement should be held or judged by a court or authority having jurisdiction
<br />over the parties or over this judgment to be illegal, invalid or unenforceable, this shall not affect the validity of any other term,
<br />clause or provision shall be deemed to be separable and to be deleted from this agreement.
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<br />10. Binding Effect. This agreement shall be binding upon and inure to the benefit of the parties, their successors, and their
<br />assigns, to the extent this agreement is assignable by its terms, but neither party shall be relieved of its obligations hereunder by
<br />assignment of the agreement.
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<br />1 I. OSHA Reauirements. BUYER agrees that all safety devices and systems designed and/or suggested by BHS will be kept in
<br />good condition and repair after installation, and that, under no circumstances, will any safety system or device be removed, be
<br />allowed or permitted to be removed or made inoperable, without prior written consent of BHS or applicable governmental rule,
<br />regulation or law after execution of the agreement shall be the sole responsibility of BUYER and not that of BHS, and BUYER
<br />shall pay for increased cost and expense occasioned thereby. BUYER agrees to indemnify and hold harmless for any claim
<br />arising from breach of the provisions of this subparagraph. BUYER will, unless otherwise agreed in writing, install BHS
<br />equipment in accordance with applicable installation practices.
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<br />12. Conflict in Terms. BHS's failure to object to any provisions contained in the BUYER's purchase order or other
<br />communications which are in conflict with, or in addition to the provisions contained herein, shall not be deemed a waiver of the
<br />terms or conditions set forth herein, nor as acceptance of such BUYER's provisions.
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<br />13. Warranty. For a period of 24 months or 4,000 hours, whichever occurs first, following "Functional Operation" of BHS
<br />equipment, BHS warrants that its products will reasonably conform to the description contained in this agreement and they have
<br />been prepared, manufactured or produced in a good workmanlike manner, are free of defects of workmanship or materials, are of
<br />a standard quality or better as is common in the industry. At its option and expense, BHS will promptly repair or replace the
<br />products and/or component parts sold under this agreement, which do not conform to this warranty.
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<br />"Functional Operation" is defined as the date upon which the work is sufficiently complete such that our equipment is capable of
<br />operating continuously for twenty-four (24) hours.
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<br />This warranty shall not apply to WEAR PARTS, or any product that has been subjected to misuse, misapplication, neglect
<br />(including but not limited to improper maintenance and storage), accident, improper installation, modification (including but not
<br />limited to use of unauthorized parts or attachments) that has not been authorized in writing and unauthorized adjustment or repair.
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<br />It is expressly agreed and understood that BHS's SOLE LIABILITY UNDER THIS WARRANTY, WHETHER IN
<br />CONTRACT, TORT OR OTIIERWISE, AND BUYER's SOLE REMEDY IS LIMITED TO THE REPAIR OR
<br />REPLACEMENT OF TIIE PRODUCTS, OR TIIE PARTS TIIEREOF. The parties agree that BHS WILL NOT BE LIABLE
<br />FOR any other injury, loss damage or expense, whether direct, incidental or consequential, including but not limited to loss of use,
<br />income, profit or production, in connection with the sale, installation, use of, inability to use, or the repair or replacement of BHS's
<br />products. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTIIER WARRANTIES, EXPRESS OR
<br />IMPLIED.
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<br />BUYER shall notify BHS immediately of discovery of any defects, problems, malfunctioning or difficulties or indications
<br />thereof, and within ten (10) days of discovery, shall follow up with written notification. Any failure to immediately report, to
<br />give written notification, and to RETURN THE DEFECTIVE PARTS to BHS, shall subject BUYER to responsibility for any
<br />expense or damage that probably could have been prevented, and at the option ofBHS may voie! this warranty. Wear Darts are
<br />. . '2,zrMRt- ~onlng EqUipment
<br />not 111cluded 111 warranty. 46 of 46
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<br />Bulk Handling Systems (BHS)
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<br />Page 46
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