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delivered, then Seller shall be entitled to charge, as compensation, any additional costs incurred related to such delay. If the Products
<br />are not shipped or delivered by the date which is ten (10) days from the first date they are ready to be shipped or delivered, then
<br />Buyer’s order shall be deemed cancelled and Seller may, in its sole discretion, sell such Products to another buyer without any liability
<br />or responsibility to Buyer whatsoever. Seller shall have the right to keep payments on account already received from Buyer, and the
<br />difference between the sales price (increased by any other and all further costs, including but not limited to attorney’s fees and
<br />expenses, storage and other costs, and interest accrued thereon) and the price received from another buyer shall constitute a debt of
<br />Buyer and bear interest at the same rate set forth in Section 2 herein. Seller shall be entitled to claim for any further damages suffered
<br />as a consequence of Buyer's breach of its obligations hereunder.
<br />6.Cancellation. Prior to delivery to place of shipment, a Product order may be cancelled only with Seller's prior consent and upon
<br />terms indemnifying Seller from all resulting losses and damages. Seller shall have the right to cancel and refuse to complete a Product
<br />order if any term and/or condition governing this agreement is not complied with by Buyer. In the event of cancellation by Seller, or in
<br />the event Seller consents to a request by Buyer to stop work or to cancel the whole or any part of any order, Buyer shall, in the event
<br />that Seller asks Buyer to do so, make reimbursement to Seller, as follows: (i) any and all work that can be completed within thirty (30)
<br />days from date of notification to stop work on account of cancellation shall be completed, shipped and paid in full; and (ii) for work in
<br />progress and any materials and supplies procured or for which definite commitments have been made by Seller in connection with the
<br />order, Buyer shall pay such sums as may be required to fully compensate Seller for actual costs incurred, plus fifteen percent (15%).
<br />Buyer may not cancel any order after Seller's delivery to place of shipment. Orders for "Special" Equipment may not be cancelled after
<br />acceptance, except by Seller. Items of "Special" Equipment are those that differ from standard Seller specifications, have a limited
<br />market, or incorporate specifications that have been determined for a specific application. Determination of whether an item of
<br />Equipment is “Special” shall be made by Seller in its sole discretion.
<br /> 7. Inspection and Acceptance. Buyer agrees that it shall inspect the Products immediately after receipt and promptly (in no event later
<br />than fifteen (15) days after receipt) notify Seller in writing of any non-conformity or defect. Buyer further agrees that failure to give such
<br />prompt notice or the commercial use of the Products shall constitute acceptance. Acceptance shall be final and Buyer waives the right
<br />to revoke acceptance for any reason, whether or not known by Buyer at the time of such acceptance. The giving of any such notice by
<br />Buyer shall automatically cause the provisions of Seller’s warranty to apply and govern the rights, obligations and liabilities of the
<br />parties with respect to such nonconformity or defect, provided under no circumstances shall rejection give rise to any liability of Seller
<br />for incidental or consequential damages or losses of any kind. Seller shall not be bound by any agent's, employee’s or any other
<br />representation, promise or inducement not set forth herein. Seller’s catalogues, technical circulars, price lists, illustrations, drawings and
<br />any other similar literature are for Buyer’s general guidance only and the particulars contained in them shall not constitute
<br />representations by Seller and Seller shall not be bound by them.
<br />8. Warranty for New Products. Seller warrants its new Equipment and Parts manufactured and sold worldwide, to be free, under
<br />normal use and service, of any defects in material or workmanship for a period of twelve (12) months from the date of delivery(as
<br />limited by Seller’s Limited Product Warranty); provided that Buyer sends Seller written notice of the defect within thirty (30) days of its
<br />discovery and establishes that: (i) the Equipment has been operated and maintained in strict compliance with Seller’s operating and
<br />maintenance manuals ; and (ii) the defect did not result in any manner from the intentional or negligent action or inaction of Buyer, its
<br />agents or employees and (2) a new machine registration certificate has been completed, signed and delivered to the Seller within thirty
<br />(30) days of the Equipment’s “in-service” date. If requested by Seller, Buyer must return any defective Product to Seller's manufacturing
<br />facility, or other location designated by Seller, for inspection, and if Buyer cannot establish that conditions (i) and (ii) above have been
<br />met, then this warranty shall not cover the alleged defect. Failure to give written notice of defect within such period shall be a waiver of
<br />this warranty and any assistance rendered thereafter shall not extend or revive it. Accessories, assemblies and components included in
<br />the Products of Seller, which are not manufactured by Seller, are subject to the warranty of their respective manufacturers. This
<br />warranty shall not cover any item on which serial numbers have been altered, defaced or removed. Maintenance and wear parts are not
<br />covered by this warranty and are the sole maintenance responsibility of Buyer. This warranty is limited to the original purchaser or end-
<br />user if sold to a distributor, and is not assignable or otherwise transferable without written agreement of Seller. THIS WARRANTY ISEXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING THE WARRANTIES
<br />OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) AND ALL OTHER OBLIGATIONS OR LIABILITY ONSELLER'S PART. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE LIMITED WARRANTY CONTAINED HEREIN.
<br />Seller neither assumes nor authorizes any other person to assume for Seller any other liability in connection with the sale of Seller's
<br />Products. This warranty shall not apply to any of Seller's Products or any part thereof which has been subject to misuse, alteration,
<br />abuse, negligence, accident, acts of God or sabotage. No action by either party shall operate to extend or revive this limited warranty
<br />without prior written consent of Seller
<br />9. Warranty for Used Equipment. Used Equipment sold hereunder is sold on an “AS IS, WHERE IS, WITH ALL FAULTS” BASISWITH NO WARRANTIES WHATSOEVER, EXCEPT AS TO TITLE, UNLESS OTHERWISE SPECIFICALLY AGREED IN WRITING BY
<br />BUYER AND SELLER. SELLER ASSUMES NO RESPONSIBILITY FOR THE CONDITION, SAFETY, LEGAL COMPLIANCE, ORUSABILITY OF THE USED EQUIPMENT AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH
<br />RESPECT TO THE USED EQUIPMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE. SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE
<br />CONDITION OF THE USED EQUIPMENT, NOR THE SUFFICIENCY OF ANY WARNINGS, INSTRUCTIONS OR MANUALSPROVIDED WITH THE USED EQUIPMENT. Seller recommends and Buyer acknowledges that Buyer should contact the original
<br />manufacturer to obtain all available information for the used Equipment, including but not limited to product manuals, warnings, safety
<br />bulletins, recall notices, and instructional placards before using the used Equipment. Seller shall not be responsible for providing such
<br />information. Buyer agrees not to assert any claims against Seller with respect to the used Equipment or its use. Buyer agrees that it
<br />shall inspect the used Equipment prior to issuance of a purchase order for such Equipment and acknowledges that it is not relying upon
<br />3 - Terex USA, LLC dba Terex Utilities, Terms and Conditions of Sale, U.S. and Canada (except Quebec), Rev. 1 June 2023
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