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6.1.C. - Page 4
<br />Page 2 of 2 Init.
<br />TERMS AND CONDITIONS OF SALE
<br />TERMS AND CONDITIONS OF SALE: Sales Orders are based on
<br />the terms and conditions stated herein. Unless otherwise provided on
<br />the face hereof, offers are good for acceptance for a period of 30 days
<br />from the date hereof. An order by the Buyer shall constitute an
<br />acceptance of the terms and conditions herein proposed. If, and only
<br />if, no offer of sale is issued by Seller, then the invoice shall be
<br />deemed: an acceptance of the Buyer's order; a written confirmation;
<br />and a final, complete, and exclusive written expression of the
<br />agreement between Seller and Buyer. Buyer is hereby notified that
<br />additional or different terms from those contained herein are
<br />objectionable.
<br />1. Taxes. Buyer shall pay all local, state, and federal taxes arising
<br />from or related to any sale or lease to which this document relates,
<br />except for taxes upon or measured by net income of Seller.
<br />2. Delivery. Stated or promised delivery dates are estimates only
<br />based upon Seller's best judgment and Seller shall not be responsible
<br />for deliveries later than promised regardless of the cause. Delivery
<br />periods are projected from the date of receipt of any order by Seller,
<br />but if equipment to be furnished by Seller is to be manufactured
<br />specifically to fill a particular order, delivery periods will be projected
<br />from the date of Seller's receipt of complete manufacturing
<br />information. If the furnishing of equipment on orders accepted by
<br />Seller is hindered or prevented by public authority or by the existence
<br />of war or other contingencies, including, but not limited to, shortage of
<br />materials, fires, labor difficulties, accidents, delays in manufacture or
<br />transportation, acts of God, embargoes, inability to ship, inability to
<br />insure against war risks or substantially increased prices or freight
<br />rates, or other causes beyond Seller's control, the obligation to fill or
<br />complete such orders shall be excused by Seller's option.
<br />3. Transportation and Claims. Prices quoted are net F.O.B. point
<br />designated in writing by Seller. When no F.O.B. point is designated in
<br />writing by Seller, prices for new equipment shall be deemed to be net
<br />F.O.B. point of manufacture and prices for all other equipment shall be
<br />deemed to be F.O.B. Seller's place of business at which the order for
<br />the equipment is accepted. When transportation is allowed, the price
<br />charged will be adjusted to reflect the lowest transportation rates in
<br />effect at the time of shipment even though such rates may differ from
<br />those quoted by Seller. Seller's responsibility for the equipment shall
<br />cease and all risk of loss shall become the Buyer's upon delivery of the
<br />equipment to the first carrier for shipment to the Buyer or his
<br />consignee, even though such delivery shall be made prior to the arrival
<br />of the equipment at the F.O.B. point designated, and any and all
<br />claims for shortages, deliveries, damages or non - delivery must be
<br />made by the Buyer or his consignee to the carrier. Seller shall in no
<br />event be responsible for shortages in shipments unless notice of such
<br />shortage is given in writing to Seller within 15 days after receipt of
<br />shipment.
<br />4. Payment and Security. Buyer agrees to pay in full for the
<br />equipment at time of delivery. Buyer agrees to pay the late charge on
<br />any past due balance at the rate of 18% per annum. The signator
<br />warrants that he /she has authority to execute this order on behalf of
<br />any party for whom he /she signs, and that such party has the power to
<br />enter into this agreement and perform its terms. As security for all of
<br />Buyer's obligations to Seller, Buyer grants to Seller a security interest
<br />in the equipment and authorizes Seller to file all documents necessary
<br />to perfect Seller's security interest. The security interest granted
<br />hereunder is in addition to any other rights available to Seller, and
<br />Seller shall have all of the rights and remedies available to a secured
<br />party under the Uniform Commercial Code, all of which are
<br />cumulative. Throughout the duration of Seller's security interest. Buyer
<br />shall keep the equipment fully insured against theft and loss or
<br />damage by fire and other casualty as Seller may from time to time
<br />require in accordance with such terms as Seller may require.
<br />5. Buyer to Furnish. Performance by Seller is subject to the Buyer
<br />furnishing a satisfactory credit rating certificate, letter of credit,
<br />evidence of financing, or any other similar papers necessary for the
<br />satisfactory completion of such order.
<br />6. Laws Governing. All orders will be governed by the laws of the
<br />State of Oregon.
<br />7. Assignment. The right to any monies due or to become due
<br />hereunder may be assigned by Seller, and Buyer, upon receiving
<br />notice of such assignment, shall make payment as directed.
<br />8. Limitations of Warranties. If "NEW" warranty is indicated on the
<br />reverse side or if new equipment is purchased hereunder, all
<br />warranties are strictly given only by the manufacturer. Copies of
<br />manufacturer's warranty can be obtained from Seller. If "USED"
<br />warranty is indicated on the reverse side. Seller hereby warrants to
<br />Buyer that the equipment or components thereof designated on the
<br />reverse side, shall be free under normal use and service from
<br />defects in material and workmanship for the period shown,
<br />commencing on the date of delivery. Buyer's exclusive remedy for
<br />breach of the limited warranty shall be the repair or replacement of
<br />the warranted equipment without charge to Buyer when returned at
<br />Buyer's expense to the Seller's facility where the equipment was
<br />purchased, with proof of purchase. Buyer must give notice of any
<br />warranty claim not later than 7 days after the expiration of the
<br />warranty period and must return the equipment to Seller for repair or
<br />replacement no later than 30 days after expiration of the warranty
<br />period. Any action against Seller for breach of the limited warranty
<br />must be commenced within one year after the date of delivery of the
<br />equipment. Seller's warranty does not extend to any defect, claim, or
<br />damage attributable to the failure to operate and /or maintain the
<br />equipment in accordance with the manufacturer's specifications, or
<br />due to the failure to operate or maintain the equipment in accordance
<br />with any recommendations of Seller. If "AS IS" is indicated on the
<br />reverse side, no warranty of any kind is being given and the
<br />equipment is being sold with all faults. THE WARRANTIES IN THIS
<br />PARAGRAPH AND ON THE REVERSE SIDE ARE THE
<br />EXCLUSIVE WARRANTIES GIVEN BY SELLER AND SUPERSEDE
<br />ANY PRIOR. CONTRARY, OR ADDITIONAL REPRESENTATIONS,
<br />WHETHER ORAL OR WRITTEN. SELLER HEREBY DISCLAIMS
<br />AND EXCLUDES ALL OTHER WARRANTIES, WHETHER
<br />EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED
<br />WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES
<br />OTHERWISE ARISING FROM COURSE OF DEALING OR USAGE
<br />OF TRADE. SELLER SHALL NOT BE LIABLE FOR ANY LOSS,
<br />INJURY, OR DAMAGE TO PERSONS OR PROPERTY
<br />RESULTING FROM THE FAILURE OR DEFECTIVE OPERATION
<br />OF THE EQUIPMENT; NOR WILL SELLER BE LIABLE FOR
<br />DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR
<br />CONSEQUENTIAL DAMAGES OF ANY KIND SUSTAINED FROM
<br />ANY CAUSE. This exclusion applies regardless of whether such
<br />damages are sought for breach of warranty, breach of contract,
<br />negligence, or strict liability in tort or under any other legal theory.
<br />9. Rental Purchase Option. If rental purchase option (RPO) is
<br />granted in any addendum, the purchase price shall be tendered to
<br />Seller coincidentally with the exercise of the purchase option
<br />provided that Buyer is not then in default in performing all of the
<br />terms and conditions of lease with Seller.
<br />10. Notice. This paragraph shall serve as notice that The Pap6
<br />Group, Inc. has assigned its rights to sell its rental equipment (as
<br />may be described in this sales order) and its rights to sales proceeds
<br />(including "trade -in assets" related thereto) to North Star Deferred
<br />Exchange as part of an IRC Sec. 1031 exchange.
<br />11. Attorneys Fees. In the event suit or action is instituted against
<br />Buyer on account of or in connection with or based upon the terms
<br />hereof, the Buyer agrees to pay, in addition to the costs and
<br />disbursements provided by law, such sum as the court may adjudge
<br />reasonable attorney's fees in both the trial and appellate courts, or in
<br />connection with any bankruptcy proceeding.
<br />12. Entire Agreement. The foregoing and any addendum shall
<br />constitute the complete and exclusive agreement between the
<br />parties, and it is expressly understood and agreed that no promises,
<br />provisions, terms, warranties, conditions, guarantees, or obligations
<br />whatsoever, either expressed or implied, other than as herein set
<br />forth or provided for shall be binding on either party. Each party may
<br />transmit its signature by facsimile to the other party and such
<br />facsimile signatures shall have the same force and effect as an
<br />original signature.
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