TERMS & CONDITIONS

‌EQUIPMENT PURCHASE TERMS‌
* 50% Down Payment with Order, (“Purchase Order Payment”) Within 30 Days Of Order Date
* 40% Due Prior to Shipment (“Shipment Payment”)
* 10% Due Within 30 Days of Equipment Receipt (“Final Payment”)

‌PURCHASE TERMS AND CONDITIONS‌

PAYMENT: Purchaser agrees to pay the entire balance set forth in the Proposal, as set forth in the Equipment Purchase Terms above and this section, unless alternative payment terms are expressly set forth in the Proposal. Notwithstanding anything to the contrary and irrespective of when any invoice is submitted: (i) the Purchase Order Payment shall be due at the time the applicable purchase order is placed, and (ii) the Shipment Payment shall be due prior to any obligation of Seller to ship the applicable equipment. In the event the Purchase Order Payment, the Shipment Payment, the Final Payment, or any other performance or obligation of Purchaser is delayed, Seller’s obligations, if any, hereunder shall be suspended, and Seller shall be entitled to injunctive relief. Without limiting the forgoing and notwithstanding anything to the contrary, in the event Purchaser fails to authorize or otherwise delays shipment within 30 days of Seller’s notification that equipment is ready for shipment, the Shipment Payment shall be due immediately. In the event Purchaser continues to fail to authorize or otherwise delays shipment for a period of sixty days following Seller’s notification that equipment is ready for shipment, the Final Payment shall be due immediately. All other amounts are due within fifteen days of Purchaser’s receipt of the applicable invoice unless otherwise expressly set forth on the applicable Proposal. Purchaser shall be responsible for all sales, use, value-added tax, excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Purchaser hereunder. Notwithstanding the previous sentence, in no event shall Purchaser pay or be responsible for any taxes imposed on, or regarding, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. Purchaser agrees to pay to Seller interest in the amount of one and one-half percent (1-1/2%) per month for any part of the balance due that is not paid according to the Agreement. Notwithstanding anything to the contrary, Purchaser’s failure to make full payment of all amounts when due shall entitle Seller to suspend its performance of the Agreement until all past-due amounts are paid and Seller’s schedule and compensation for the project are adjusted to account for such suspension and remobilization, and Seller shall be entitled to payment for the purchase price for all services performed or otherwise provided, finished equipment, and Seller’s actual cost of work in process and parts and materials. Purchaser’s payment obligations are not contingent on Purchaser’s receipt of funds from any third-party, and Seller retains all rights (including security interests in the deliverables and lien rights applicable by law) to secure payment of amounts due from Purchaser.

WARRANTY/REMEDY: Seller warrants to Purchaser that equipment manufactured by Seller conforms to the Seller’s published Technical Specifications, and are free, under normal use and service, from defects in material or workmanship. The duration of this warranty is for a period of six (6) months. The warranty period shall commence either upon complete installation of the equipment by Purchaser or thirty (30) days after the date of delivery of the equipment to Purchaser, whichever occurs first. Any claim of nonconformity or defect in the equipment made under this warranty must be presented promptly in writing setting forth in detail the nature of the nonconformity or defect to Seller at its address above. Seller shall have a commercially reasonable length of time, after notice and recognition of a claim of nonconformity or defect to remedy the nonconformity or defect by repair or replacement, in accordance with the terms of this warranty. This warranty excludes any costs, expenses or liabilities for or associated with the delivery and installation of replacement parts or replacement equipment. Seller’s obligation is exclusively limited to replacement parts or replacement equipment, at Seller’s option. These remedies are Purchaser’s exclusive remedies for breach of warranty. Improper installation or modification of equipment by Purchaser or a third party, or use of non-OEM parts may void the warranty. Parts purchased by Purchaser shall be subject to Seller’s then applicable parts warranty. Without expanding Seller’s obligations, in no event will Seller be responsible for any data loss or corruption or personal information data breach. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT BETWEEN THE PARTIES, THE WARRANTIES AND LIMITS OF LIABILITY DESCRIBED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND LIABILITIES OF SELLER; THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; UNDER NO CIRCUMSTANCE SHALL SELLER’S LIABILITY TO PURCHASER OR ANY THIRD PARTY ARISING OUT OF OR RELATED IN WHOLE OR IN PART TO THIS AGREEMENT OR THE GOODS OR SERVICES: (A) EXTEND TO OR INCLUDE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES OF ANY KIND OR CHARACTER, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR PROFIT, LOSS OF USE,  BUSINESS INTERRUPTION, OR LOSS OF OPPORTUNITY, LOSS OF DATA, OR (B) EXCEED IN THE AGGREGATE THE TOTAL OF THE AMOUNTS RECEIVED BY SELLER PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

DELIVERY: The shipping date shown above is approximate and delivery is subject to unavoidable delays. Seller shall not be liable for delays to the extent that such delays are due to causes beyond the reasonable control of Seller.

START-UP AND SERVICE: Instructions regarding installation, setup and operations will be provided by Seller. As mutually agreed, additional start-up assistance will be furnished at Seller’s site or Purchaser’s site at Seller’s then current rates. Unless otherwise specified in the Proposal, whenever it is necessary for Seller to work at a Purchaser-designated location or an overnight stay is required, Purchaser will be responsible for all travel and living expense charges (milage, meals, lodging, incidentals, etc.), plus a ten percent administrative fee. If air travel is required to reach the location, Purchaser will be responsible for air fare costs in addition to the travel time at Seller’s then current rates. Both parties assume that the “industrial exemption” applies to services to be provided under the Agreement, and Purchaser acknowledges that individuals not licensed as professional engineers may execute some or all of the services and create some or all of the deliverables.

NON-ACCEPTANCE: In the event Purchaser fails to accept delivery of the equipment or to pay for the equipment or services as agreed or to comply with the Agreement, Seller shall have the right to retain any and all cash deposits or other forms of security tendered by Purchaser. In addition, Purchaser shall remain fully liable for the entire purchase price, including all taxes and interest thereon and all expenses incurred in connection with the services and shipping, delivery and return of such equipment. Except as otherwise expressly set forth in the Proposal, inspections and testing of the deliverables (including Factory Acceptance Testing or Site Acceptance Testing) will be conducted by Purchaser in no event later than 15 days from Purchaser’s receipt of notice from Seller that the equipment is available for inspection and testing. Services and equipment will be deemed to have been accepted by Purchaser as complete and compliant with the requirements of the Agreement upon the earlier of successful completion of the applicable testing described in the Agreement, (b) Purchaser’s first use of the services or equipment for the intended business operations, or (c) the date agreed upon by the parties in writing.

CHANGE CONTROL: During the course of the performance of this Agreement, either Purchaser or Seller may request changes to the scope of services or to the equipment. Proposed changes will be effective only if the other party agrees to the change in a writing signed by each party.

IP AND EXPORT CONTROLS: Upon receipt of all applicable amounts owed to Seller, Seller grants Purchaser a limited, non-exclusive, non-transferable, royalty-free, perpetual license to use the Seller intellectual property embedded or otherwise provided with or through the services and equipment for the purposes contemplated in the Proposal. Except for the limited license granted in the forgoing sentence, Seller retains all rights, title and interest in and to its intellectual property, including without limitation preexisting and later created patents and copyrights and other intellectual property created as part of the services or otherwise pursuant to the Agreement. Notwithstanding anything to the contrary Seller may use data created as a result of the services, equipment, and performance under the Agreement to improve and develop goods and services. Unless and solely to the extent an alternative licensing arrangement or other applicable terms are expressly set forth in the Proposal, the services and Purchaser’s use of the equipment and any components thereof or deliverables (third-party software and hardware) provided under this Agreement not created by Seller are subject to and Purchaser is responsible for third party software and hardware and Purchaser’s compliance, at its own cost, with all applicable third-party End User License Agreements and other terms, and other similar requirements, and Purchaser will indemnify Seller for failure to maintain or to comply with the same or applicable law. Purchaser represents that it has all rights, licenses, consents necessary to make the information, materials, designs, instructions and other items available to Seller to use in the services and equipment and otherwise perform and exercise Seller’s obligations and rights under the Agreement. Purchaser acknowledges the services and equipment may be controlled  by the Export Administration Regulations, International Traffic in Arms Regulations, and other export control, antiboycott, economic and trade sanctions of the Office of Foreign Assets Control, Department of Commerce, Department of State, and Executive Orders (collectively, “Export Controls”), and Purchaser represents it is and will remain in compliance with all Export Controls, and without limitation Purchaser will not directly or indirectly export, re-export, transfer, or release the equipment or services in violation of Export Controls.

ENTIRE AGREEMENT: These Terms and Conditions and the Seller proposal, quotation, or analogous Seller document attached hereto or thereto, or that otherwise links to these Terms and Conditions (each a “Proposal”), and any Seller appendix or exhibit attached hereto or thereto, incorporated herein by this reference, each as may be amended by Seller from time to time (collectively, the “Agreement”), supersede all prior understandings, transactions and communications, oral or written, with respect to the matters referred to herein or therein, including without limitation separate purchases of parts by Purchaser, and form the complete agreement between Purchaser and Seller. ACCEPTANCE BY SELLER OF PURCHASER’S ORDER OR PURCHASER’S ACCEPTANCE OF A PROPOSAL IS EXPRESSLY LIMITED TO AND CONDITIONED UPON PURCHASER’S ACCEPTANCE OF AND ASSENT TO THIS AGREEMENT. ANY ADDITIONAL, INCONSISTENT OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN OR MADE AVAILABLE THROUGH PURCHASER’S PURCHASE ORDER OR OTHER DOCUMENTS OR MATERIALS SUBMITTED BY PURCHASER AT ANY TIME, WHETHER BEFORE OR AFTER THE DATE HEREOF, ARE HEREBY EXPRESSLY REJECTED BY SELLER AND NO CLICK-WRAP OR OTHER TERMS AND CONDITIONS PROVIDED WITH ANY OTHER DOCUMENTS OR MATERIALS OF PURCHASER WILL CONSTITUTE A PART OF OR AMENDMENT TO THIS AGREEMENT OR ARE OR WILL BE BINDING ON SELLER FOR ANY PURPOSE. PURCHASER ACKNOWLEDGES THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ITS PURCHASE ORDER OR OTHER DOCUMENTS OR MATERIALS, PURCHASER’S SIGNATURE BELOW, OR PURCHASER’S PAYMENT OF ANY AMOUNT OWED HEREUNDER, OR PURCHASER’S RECEIPT AND ACCEPTANCE OF ANY EQUIPMENT OR OTHER SELLER GOODS IN WHOLE OR IN PART, OR ANY OTHER MANIFESTATION OF PURCHASER’S ASSENT TO THESE TERMS SHALL CONSTITUTE ACCEPTANCE BY PURCHASER OF THIS AGREEMENT.

APPLICABLE LAW; JURISDICTION: The Agreement, including any documents incorporated by reference herein, and the legal relations between the parties shall be governed by the laws of the State of Ohio, without regard to conflicts of laws principles and specifically excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Any action or proceeding to enforce any provision of, or based on any right arising out of the Agreement shall be brought against either party only in the Court of Common Pleas of Franklin County, Ohio or in the United States District Court for the Southern District of Ohio, sitting in Columbus, Ohio; each party consents to the jurisdiction of such courts (and of the appropriate appellate courts), and waives any objection to venue laid therein, and agrees that process may be served on it anywhere in the world.

VOLTAGE: The supply voltage must be within +/- 10% of the specified supply voltage for the equipment. In addition, if a neutral connection is used, the neutral must be such that zero potential exists between the neutral and earth connections. Failure to comply with supply requirements will nullify the warranty. Any devices required to compensate for power outside this specification will be at the expense of the Purchaser.

ASSIGNMENT: This Agreement is binding upon and inures to the benefit of each party’s respective successors and assigns, and without limiting the forgoing shall be assigned, in whole, automatically, to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise.

LIMITATION ON RECRUITING: To the extent permitted by law, except as otherwise authorized in advance in writing by Seller, Purchaser will not directly or indirectly solicit the employment of, or attempt to establish a contract or work relationship with any Seller employee or contractor involved in the performance of this Agreement during the term of this Agreement and for one year following the completion of all services and delivery of all equipment pursuant to the Agreement. Provided however, such limitation will not restrict Purchaser from making general employment solicitations through media that is not targeted at Seller’s employees or contractors. In the event of a breach of this paragraph, Purchaser shall promptly pay to Seller an amount equal to $150,000 for each employee or contractor solicited, as liquidated damages. The liquidated damages constitute compensation and are not a penalty. The parties acknowledge and agree that the harm caused by a breach of this clause would be impossible or very difficult to estimate at the time of entering into the Agreement, and that the liquidated damages are a reasonable estimate of the anticipated actual harm that might arise from a breach.