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N E W Y O R K
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9.
Partial Shipments: The Company may make and invoice partial shipments of components of the Ap-
pliance or defer manufacture or delivery of the Appliance only if, when and to the extent agreed to in writing
by Buyer.
10.
Cancellation: Orders are not subject to cancellation, complete or partial, without the Company’s
consent. Any reduction in quantities ordered shall constitute a partial cancellation subject to this clause. In
the event of cancellation, settlement will be made on the following basis. Buyer will pay to the Company fol-
lowing delivery, the full purchase price of all products completed at the time of cancellation. Buyer will pay
to the Company a percentage of the purchase price of all other products not completed or delivered equiva-
lent to the percentage of completion thereof as determined by the Company, but not less than fifty (50%)
percent of the purchase price. Buyer will also pay the full-amortized costs of materials, dies, tools, patterns,
and fixtures, made or contracted specifically for Buyer’s order. Upon full payment to the Company, title to
all components of any partially completed Appliance shall pass to Buyer. Invoices for all cancellation charges
are payable on presentation.
11.
Defaults: (a) If the Buyer fails to perform any agreement under this Purchase Agreement or any
other Purchase Agreement between Buyer and the Company, or if Buyer shall be bankrupt or insolvent or
shall make an assignment for the benefit of creditors or if there shall be instituted by or against Buyer any
proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt or insolvency law of
any jurisdiction or for the appointment of a receiver or trustee in respect of any of Buyer’s property, then, the
Company may, at any time upon written notice to Buyer, in addition to any other rights the Company may
have, terminate all of its obligations under this Agreement.
(b)
If Buyer defaults in its obligations and the Company retains counsel to enforce its rights under this
Purchase Agreement, Buyer shall pay to Company its costs and expenses including its reasonable attorney’s
fees. Buyer agrees that any dispute arising in connection with this Agreement shall be subject to the jurisdic-
tion of the Federal and State courts located in New York County, the State of New York. Buyer consents to
the jurisdiction of such courts and waives any defense based on lack of jurisdiction or forum inconveniens.
12.
Ownership of Designs. Buyer acknowledges and agrees that the Appliance is a sculpture and work of
art designed by the Company and enhanced with the use of mechanical and electric components manufac-
tured by third parties; and that the designs, concepts, artwork and enhancements of the Appliance provided
by the Company are the unique and exclusive property of the Company. Nothing contained shall grant Buyer
any license or right of any nature, whether express or implied, to copy, reproduce, photograph or otherwise
create any reproduction or likeness of the Appliance using any method or medium (including digital or elec-
tronic formats).
13.
Indemnification: Buyer acknowledges that the Appliance is capable of causing severe and significant
damages, to individuals and property, if the safety procedures and instructions are not followed exactly as
stated in the Quotation and Specifications, and the literature and materials provided with the Appliance or
fails to comply with its obligations pursuant to this Purchase Agreement. Buyer hereby agrees to indemnify
the Company, and it’s successors, predecessors and subsidiaries, assigns, heirs, officers, agents, servants, at-
torneys, employees, former employees, former officers, directors, former directors, insurers and re-insurers
to defend and to hold it harmless, of and from all actions, causes of action, suits, controversies, claims, dam-
ages, and demands of every kind and nature both in law and in equity, mature or to mature in the future, for
and by reason of any matter, thing or claims arising out of or in any way related to the use of the Appliance
that results in personal injury, property damage, economic loss of any kind, pain and suffering, loss of ser-
vices, or any other claims made by anyone, including the Buyer, and any other third party claiming injury or
damage resulting from the Appliance, when such injuries or damages are the result of or caused by the im-
proper installation, maintenance or operation of the Appliance or the failure by Buyer, or any other person
or entity, to use the proper care and techniques.
14.
Insurance. Buyer shall provide such liability insurance, and other insurance as the Company may de-
termine is reasonably necessary to insure against injury to persons and property by reason of the installa-
tion, use, maintenance, or operation of the Appliance. Buyer shall obtain a Waiver of Subrogation of Claims
against the Company from its insurer.
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