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Elster AMCO Water LLC <br /> General Terms and Conditions of Sale <br /> Page 2 of 6 <br /> 3 . Payment . <br /> (a) Unless specified to the contrary in writing by Elster AMCO Water LLC , payment terms are <br /> net cash , <br /> payable without offset, in United States Dollars, 30 days from date of invoice by wire transfer to the account <br /> designated by Elster AMCO Water LLC in the Proposal . { <br /> (b) If in the judgment of Elster AMCO Water LLC the financial condition of Purchaser at any time <br /> prior to i <br /> delivery does not justify the terms of payment specified , Elster AMCO Water LLC may require payment in <br /> advance , payment security satisfactory to Elster AMCO Water LLC , or may terminate the order, whereupon <br /> Elster AMCO Water LLC shall be entitled to receive reasonable cancellation charges . If delivery is delayed by <br /> Purchaser, payment shall be due on the date Elster AMCO Water LLC is prepared to make delivery . Delays in <br /> delivery or nonconformities in any installments delivered shall not relieve Purchaser of its obligation <br /> to <br /> accept and pay for remaining installments . <br /> (c) Purchaser shall pay, in addition to the overdue payment, a late charge equal to the lesser of 1 1/2% <br /> per <br /> month or any part thereof or the highest applicable rate allowed by law on all such overdue amounts <br /> plus <br /> Elster AMCO Water LLC 's attorneys' fees and court costs incurred in connection with collection . <br /> 4 . Changes . <br /> (a) Any changes requested by Purchaser affecting the ordered scope of work must be accepted by Elster <br /> AMCO Water LLC and resulting adjustments to affected provisions, Including price , schedule, and <br /> guarantees mutually agreed in writing prior to implementation of the change . <br /> (b) Elster AMCO Water LLC may, at its expense, make such changes in the Equipment or Services <br />as it <br /> deems necessary, in its sole discretion , to conform the Equipment or Services to the applicable specifications . <br /> If Purchaser objects to any such changes , Elster AMCO Water LLC shall be relieved of its <br /> obligation to <br /> conform to the applicable specifications to the extent that conformance may be affected by such objection . <br /> 5 . Delivery . <br /> (a) All Equipment manufactured, assembled or warehoused in the continental United States is delivered F . O . B . <br /> point of shipment. Equipment shipped from outside the continental United States is delivered F. O . B . United <br /> States port of entry . Purchaser shall be responsible for any and all demurrage or detention charges . <br /> (b) If the scheduled delivery of Equipment is delayed by Purchaser or by Force Majeure, Elster AMCO Water <br /> LLC may move the Equipment to storage for the account of and at the risk of Purchaser whereupon it shall be <br /> deemed to be delivered . <br /> (c) Shipping and delivery dates are contingent upon Purchaser's timely approvals and delivery by Purchaser of <br /> any documentation required for Elster AMCO Water LLC's performance hereunder. <br /> (d) Claims for shortages or other errors in delivery must be made in writing to Elster AMCO Water LLC within <br /> ten days of delivery . Equipment may not be returned except with the prior written consent of and subject to <br /> terms specified by Elster AMCO Water LLC . Claims for damage after delivery shall be made directly <br /> by <br /> Purchaser with the common carrier <br /> 6 . Title & Risk of Loss . Notwithstanding any agreement with respect to delivery terms or payment of <br /> transportation charges, risk of loss or damage shall pass to Purchaser upon delivery . <br /> 7, . Inspection , Testing and Acceptance . <br /> (a) Any Inspection by Purchaser of Equipment on Elster AMCO Water LLC 's premises shall be scheduled in <br /> advance to be performed during normal working hours . <br /> (b) If the order providesJor factory acceptance testing , Elster AMCO Water LLC shall notify Purchaser when <br /> Elster AMCO Water LLC will conduct such testing prior to shipment . Unless Purchaser states specific <br /> objections in writing within ten ( 10 ) days after completion of factory acceptance testing , completion of the <br /> acceptance test constitutes Purchaser's factory acceptance of the Equipment and its authorization for <br /> shipment . <br /> (c) If the order provides for site acceptance testing , testing will be performed by Elster AMCO <br /> Water LLC <br /> personnel to verify that the Equipment has arrived at site complete, without physical damage , and in <br /> good <br /> operating condition . Completion of site acceptance testing constitutes full and final acceptance of the <br /> Equipment. If, through no fault of Elster AMCO Water LLC, acceptance testing is not completed within thirty <br /> ( 30 ) days after arrival of the Equipment at the site, the site acceptance test shall be deemed completed and <br /> the Equipment shall be deemed accepted . <br /> 8 . Warranties and Remedies ( unless otherwise stated ) . <br /> (a) Equipment and Services Warranty , Elster AMCO Water LLC warrants that Equipment ( excluding Software, <br /> which Is warranted as specified in paragraph ( d ) below) shall be delivered free of defects in <br /> material and <br /> workmanship and that Services shall be free of defects In workmanship . The Warranty Remedy Period for <br /> FR7224 Issue : 01 10/23/ 12 DCR12-040 <br /> s <br /> elster <br />