Terms of Sale

1. Any tax or other governmental charge upon the production, sale or shipment of the goods sold hereunder, now imposed or hereafter becoming effective during the term of this agreement, shall be added to the price herein provided and shall be paid by the Buyer to the Seller.

2. This shall become a binding contract and effective as of the date when, but not before, either: a) It has been accepted by the Seller at its executive office; or b) The equipment has been delivered to the Buyer with or without acceptance in writing. Notice of acceptance is hereby waived by the Purchaser. The Purchaser acknowledges receipt of a true and complete copy of its sales agreement.

3. Seller shall not be responsible for failure to ship according to the terms and conditions of this contract, where such failure is caused by any fires, strikes, labor difficulties, failure of carriers to furnish facilities or acts of carriers, or other causes beyond the control of Seller; Provided that when such failure does exist Seller shall perform this contract within a reasonable time.

4. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, EXPRESS OR IMPLIED INCLUDING ANY ECORDING, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOT SPECIFIED HEREIN, RESPECTING THIS CONTRACT OR THE EQUIPMENT HEREUNDER. THIS CONTRACT AND WARRANTY ARE INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR AGREEMENT AND ARE INTENDED AS A COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THEIR AGREEMENT. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any terms used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this agreement the definition contained in the Code is to control.

5. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods sold under this agreement, and unless an affirmation, representation or warranty make by an agent, employee or representative is specifically included with this written agreement, it has not formed a part of the basis of this bargain and shall not in any way be enforceable by the Buyer.

6. This agreement can be modified or rescinded only by a writing signed by both of the parties or their duly authorized agents.

7. This agreement shall be covered by the Uniform Commercial Code. Whenever the term “Uniform Commercial Code” is used, it shall be construed as moaning the Uniform Code as adopted in the State of Michigan as effective and in force on the date of this agreement.

8. The counterpart of this contract held by the Seller shall be considered the original and shall be the binding agreement in case of a variance in any particular between it and the signed copy.