5
10.
No Consequential Damages
. IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCI-
DENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF
DEFECTIVE EQUIPMENT.
11.
Delivery.
Any delivery dates or other schedule of performance by Seller are approximations, and the sole obligation of Seller
with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Equipment, or
otherwise to perform, consistent with the reasonable demands of its business. In any event, Seller will have no liability to Buyer or
any other person for delays in performance due to strikes or labor disputes of any type; accidents, fire, floods, acts of God, or ac-
tions by governmental authorities; acts, omissions, or delays of Buyer or any other third party; shortages of labor; or without limita-
tion of the above, for any causes reasonably beyond the control of Seller.
12.
Title and Risk of Loss.
Title to and risk of loss to the Equipment will pass to Buyer on delivery by Seller F.O.B. Seller’s place of
business, located at 3706 Mill Creek Dr. NE, Comstock Park, Michigan, 49321.
13.
Inspection and Acceptance.
Buyer will have two (2) days from the date of delivery to inspect the Equipment for defects and
nonconformance and to notify Seller, in writing, of any defects, nonconformance, or rejection of the Equipment. After this period,
Buyer will be deemed to have irrevocably accepted the Equipment. After acceptance, Buyer will have no right to reject the Equip-
ment for any reason or to revoke acceptance. Seller is not responsible for damage to the Equipment arising out of the shipment of
the Equipment to Buyer. Claims for damage due to shipping must be made by Buyer to the freight carrier.
14.
Return of Equipment.
All returns will be pursuant to Seller’s instructions. Buyer must contact Seller for a Return Material Au-
thorization (RMA) before returning any Equipment. All returns must reference the RMA number along with the original invoice num-
ber and the reason for return.
15.
Cancellation or Termination.
In the event of cancellation of the Agreement by Buyer, or in the event of default under the
Agreement by Buyer that is not cured within 30 days after notice by Seller, Buyer will pay to Seller on demand all direct and indirect
costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs as-
sessed by the manufacturer) incurred directly or indirectly by Seller in connection with the Agreement, all as reasonably determined
by Seller, plus any lost profit. In no event, however, will any amount payable by Buyer under the Agreement exceed the total price
payable by Buyer for the Equipment.
16.
Modifications and Waiver—Entire Agreement.
The Agreement contains the entire agreement between Seller and Buyer and
can be modified or rescinded only by a writing signed by both parties. If any term of the Agreement is held invalid or unenforceable,
all other terms of the Agreement shall remain in effect. Any document submitted by Buyer to Seller confirming its intention to pur-
chase Equipment described in the Agreement will be deemed to constitute a confirmation and acceptance of the Agreement, even if
the document states terms in addition to or different from those in the Agreement. All agreements between Seller and Buyer will be
solely under the terms and conditions of the Agreement and Seller objects to any and all additional or different terms contained in
any document submitted to Seller by Buyer. Any execution by Seller of any other document submitted by Buyer in connection with
the purchase of Equipment does not constitute acceptance of or agreement to any terms and conditions in addition to or different
from those contained in the Agreement, but will constitute only acknowledgment of receipt of the document. In addition, Buyer’s
acceptance of these terms shall be conclusively presumed by Buyer’s (i) acceptance of delivery of or (ii) payment for Equipment
covered under the Agreement.
17.
Compliance with Laws.
Buyer will be responsible for compliance with any and all federal, state, or local laws or regulations
respecting safety or respecting use of the Equipment and shall indemnify and hold Seller harmless from and against any and all
claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the
installation, maintenance, or operation of the Equipment.
18.
Export Control.
Equipment supplied by Seller may be subject to various export laws and regulations. It is the responsibility of
the exporter and Buyer to comply with all laws and regulations. If any required export authorization is denied, Seller will be relieved
of any further obligation related to the sale and delivery of the Equipment.
19.
Governing Law and Venue.
This Agreement will be governed by and construed in accordance with the laws of the State of
Michigan. Buyer submits to personal jurisdiction in Michigan. Seller and Buyer agree that any action arising out of the sale of goods
or services in accordance with this document will be brought, heard, and decided in a court located in Kent County, Michigan and
that this venue is convenient. .
20.
Authority.
Each signatory represents that it has all requisite authority to execute the Agreement on behalf of its principal and
that the Agreement is fully enforceable against the principal in accordance with its terms.
SHRR 3140889v1