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<br />TRANSDYN, INC.
<br />TERMS AND CONDITIONS
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<br />1. ACCEPTANCE. Prices quoted are firm for 60 days unless otherwise stated in quotation. Acceptance of your order is expressly
<br />conditional upon acceptance of these Terms, which shall constitute the complete agreement. No waiver or modification of any
<br />Terms shall be binding on Seller unless made in writing and signed by the Seller's authorized representative.
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<br />2. PRICE ADJUSTMENTS. If shipment is delayed for any reason by Purchaser, Seller may adjust prices based on prevailing
<br />conditions and add all costs caused by the delay. Seller may store the products at which time the risk of loss shall pass to
<br />Purchaser and all storage expenses shall be paid by Purchaser.
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<br />3. TAXES. Prices quoted do not include any property, sales, use or other taxes levied on the equipment, services, or this
<br />agreement. Purchaser shall pay for such taxes unless Purchaser furnishes a proper tax exemption certificate.
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<br />4. TERMS OF PAYMENT
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<br />A. All invoices are due 15 days from invoice, and payable in U.S. funds, free of any exchange or other charges.
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<br />B. Purchaser shall, without formal notice, be liable for interest on past due amounts at 3% over the prime rate.
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<br />C. All shipments shall be subject to the ongoing approval of Seller's Credit Department.
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<br />5. DELIVERY. Seller shall, after consulting Purchaser, deliver products F.G.B. point of shipment, with freight invoiced to Purchaser.
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<br />For any shipment, Purchaser must unpack immediately and if damage is discovered must a) not remove product from point of
<br />examination unless necessary to protect the product; b) retain shipping container and packing material; c) notify carrier's agency
<br />to make inspection; d) send Seller's copy of carrier's inspection report; and e) take necessary steps to protect the equipment from
<br />any damage. In no event is Seller liable for any claims or damages if these steps are not followed.
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<br />6. CHANGE ORDER. If Purchaser requests changes in the scope of work, Seller shall review the request and notify Purchaser of
<br />the effect on price, delivery, performance, and other contract terms by Seller under the order or contact.
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<br />All Change Orders shall state the adjustment to scope of work, contract price, and other relevant terms. No change shall bind
<br />Seller unless made in writing and signed by Seller's authorized representative.
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<br />7. DELAY. Seller shall not be liable for delays due to causes beyond its control, including without limitation, acts or omissions of
<br />Purchaser, acts of God, Government regulations, fires, strikes, floods, riot, war, embargoes, transportation delays, or inability to
<br />obtain labor, materials, or manufacturing facilities despite diligent efforts. In no event shall the contract be canceled by Purchaser,
<br />due to delays or any other cause, except by written agreement (see Termination paragraph 13). No damages for late shipment
<br />may be assessed against Seller.
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<br />8. WARRANTIES. Seller warrants the equipment and services of its own manufacture against defects in material and workmanship
<br />for one year" from delivery or, if installed by Seller, for one year* from installation of equipmenUperformance of services or portions
<br />thereof but not to exceed eighteen months* from shipment, provided Purchaser must give Seller immediate written notice upon
<br />discovery of the defect and immediately ceases use of equipment to prevent further damage. Seller's obligation is limited to
<br />furnishing a repaired or replacement part or, at its option, to repairing the defective part F.G.B. Seller's plant. Purchaser shall pay
<br />cost of field labor. This warranty excludes equipment or services damaged due to: abuse: accident; alteration or repair by anyone
<br />other than Seller's authorized representatives; improper storage; misuse; improper maintenance; failure to observe instructions;
<br />improper or unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer
<br />viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or information; failure of network security; or other
<br />acts, omissions, torts or crimes.
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<br />Seller reserves the right to investigate claims by Purchaser as to defects. Buyer shall pay costs to investigate invalid claims and
<br />for any repair or replacement shown by investigation not to be covered by warranty.
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<br />Products supplied but not manufactured by Seller shall be subject only to the warranty extended by the original manufacturer.
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<br />THE WARRANTIES SET FORTH IN THIS PROVISION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES
<br />WHETHER STATUTORY, EXPRESS OR, IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
<br />FOR PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OR TRADE),
<br />EXCEPT OF TITLE AND AGAINST PATENT INFRINGEMENT.
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<br />*or such period as required by specifications
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<br />1012
<br />rev: January 02, 2006
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