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TRANSDYN, INC.
<br />TERMS AND CONDITIONS
<br />1. ACCEPTANCE. Prices quoted are firm for 60 days unless otherwise stated in quotation. Acceptance of your order is expressly
<br />contlitional upon acceptance of these Terms, which shall constitute the complete agreement. No waiver or modification of any Terms
<br />shall be binding on Seller unless made in writing and signed by the Sellers authorized representative.
<br />2. PRICE ADJUSTMENTS. If shipment is delayed for any reason by Purchaser, Seller may adjust prices based on prevailing conditions
<br />and add all costs caused by the delay. Seller may store the products at which time the risk of loss shall pass to Purchaser and all
<br />storage expenses shall be paid by Purchaser.
<br />3. TAXES. Prices quoted do not include any property, sales, use or other taxes levied on the equipment, services, or this agreement.
<br />Purchaser shall pay for such taxes unless Purchaser furnishes a proper tax exemption certificate.
<br />4. TERMS OF PAYMENT.
<br />A. All invoices are due ? 5 days from invoice, antl payable in U.S. funds, free of any exchange or other charges.
<br />B. Purchaser shall, without formal notice, be liable for interest on past due amounts at 3 % over the prime rate.
<br />C. All shipments shall be subject to the ongoing approval of Seller's Credit Department.
<br />5. DELIVERY. Seller shall, after consulting Purchaser, deliver products F.O.B. point of shipment, with freight invoiced to Purchaser.
<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 carriers agency to make
<br />inspection; d) send Seller's copy of carrier's inspection report; and e) take necessary steps to protect the equipment from any damage.
<br />In no event is Seller liable for any claims or damages if these steps are not followed.
<br />6. CHANGE ORDER. If Purchaser requests changes in the scope of work, Seller shall review the request and notify Purchaser of the
<br />effect on price, delivery, performance, and other contract terms by Seller under the order or contact.
<br />All Change Orders shall state the adjustment to scope of work, contract price, and other relevant terms. No change shall bind Seller
<br />unless made in writing and signed by Seller's authorized representative.
<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 obtain
<br />labor, materials, or manufacturing facilities despite diligent efforts. In no event shall the contract be canceled by Purchaser, due to delays
<br />or any other cause, except by written agreement (see Termination paragraph ? 3). No damages for late shipment may be assessed
<br />against Seller.
<br />8. WARRANTIES. Seller warrants the equipment and services of its own manufacture against defects in material and workmanship for
<br />one year` from delivery or, if installed by Seller, for one year` from installation of equipmenUperformance of services or portions thereof
<br />but not to exceed eighteen months' from shipment, provided Purchaser must give Seller immediate written notice upon discovery of the
<br />defect and immediately ceases use of equipment to prevent further damage. Seller's obligation is limited to furnishing a repaired or
<br />replacement part or, at its option, to repairing the defective part F.O.B. Seller's plant. Purchaser shall pay cost of field labor. This
<br />warranty excludes equipment or services damaged due to: abuse: accident; alteration or repair by anyone other than Seller's authorized
<br />representatives; improper storage; misuse; improper maintenance; failure to observe instructions; improper or unauthorized access or
<br />use; hacker or cracker intrusion or disruption; distributed denial of service attacks; computer viruses or worms; loss, theft, misuse,
<br />alteration or corruption of data, programs or information; failure of network security; or other acts, omissions, torts or crimes.
<br />Seller reserves the right to investigate claims by Purchaser as to defects. Buyer shall pay costs to investigate invalid claims and for any
<br />repair or replacement shown by investigation not to be covered by warranty.
<br />Products supplied but not manufactured by Seller shall be subject only to the warranty extended by the original manufacturer.
<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.
<br />`or such period as required by specifications
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<br />rev: Jan. 202
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