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Duperon Corporation Terms and Conditions
<br />adjustment or changes must be paid by Purchaser at Duperon Corporation's then current per diem rates plus living and traveling
<br />expenses.
<br />11. ACCEPTANCE OF PRODUCTS: Products will be deemed accepted without any claim by Purchaser unless written notice of
<br />non-acceptance is received by Duperon Corporation within 30 days of delivery if shipped F.O.B. point of shipment, or 48 hours of
<br />delivery if shipped F.O.B. point of destination. Such written notice shall not be considered received by Duperon Corporation unless it
<br />is accompanied by all freight bills for said shipment, with Purchaser's notations as to damages, shortages and conditions of
<br />equipment, containers, and seals. Non -accepted products are subject to the return policy stated below.
<br />12. TAXES: Any federal, state, or local sales, use or other taxes applicable to this transaction, unless specifically included in the
<br />price, shall be the responsibility of Purchaser.
<br />13. TITLE: The equipment specified herein, and any replacements or substitutes therefore shall, regardless of the manner in which
<br />affixed to or used in connection with realty, remain the sole and personal property of Duperon Corporation until the full purchase
<br />price has been paid. Purchaser agrees to do all things necessary to protect and maintain Duperon Corporation's title and interest in
<br />and to such equipment; and upon Purchaser's default, Duperon Corporation may retain as liquidated damages any and all partial
<br />payments made and shall be free to enter the premises where such equipment is located and remove the same as its property
<br />without prejudice to any further claims on account of damages or loss which Duperon Corporation may suffer from any cause.
<br />14. INSURANCE: From date of shipment until the invoice is paid in full, Purchaser agrees to provide and maintain at its expense,
<br />but for Duperon Corporation's benefit, adequate insurance including, but not limited to, builders risk insurance on the equipment
<br />against any loss of any nature whatsoever. Purchaser shall provide proof of said coverage prior to shipment.
<br />15. SHIPMENTS: Any estimated delivery dates represent Duperon Corporation's best estimate. No liability, direct or indirect, is
<br />assumed by Duperon Corporation for failure to ship or deliver on such dates. Duperon Corporation shall have the right to make
<br />partial shipments; and invoices covering the same shall be due and payable by Purchaser in accordance with the payment terms
<br />thereof. If Purchaser defaults in any payment when due hereunder, Duperon Corporation may, without incurring any liability
<br />therefore to Purchaser or Purchaser's customers, declare all payments immediately due and payable with maximum legal interest
<br />thereon from due date of said payment, and at its option, stop all further work and shipments until all past due payments have been
<br />made, and/or require that any further deliveries be paid for prior to shipment. If Purchaser requests postponements of shipments,
<br />the purchase price shall be due and payable upon notice from Duperon Corporation that the equipment is ready for shipment; and
<br />thereafter any storage or other charge Duperon Corporation incurs on account of the equipment shall be added to Purchaser's
<br />account. If delivery is specified at a point other than Duperon Corporation or its supplier's shipping points, and delivery is postponed
<br />or prevented by strike, accident, embargo, or other cause beyond Duperon Corporation's reasonable control and occurring at a
<br />location other than Duperon Corporation or its supplier's shipping points, Duperon Corporation assumes no liability for delivery
<br />delay. If Purchaser refuses such delivery, Duperon Corporation may store the equipment at Purchaser's expense. For all purposes
<br />of this agreement such tender of delivery or storage shall constitute delivery.
<br />16. WARRANTY: DUPERON CORPORATION WARRANTS EQUIPMENT IT SUPPLIES ONLY IN ACCORDANCE WITH THE
<br />WARRANTY EXPRESSED IN THE ATTACHED COPY OF "DUPERON WARRANTY" AGAINST DEFECTS IN WORKMANSHIP
<br />AND MATERIALS WHICH IS MADE A PART HEREOF. SUCH WARRANTY IN LIEU OF ALL OTHER WARRANTIES, INCLUDING
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WHETHER WRITTEN, ORAL,
<br />EXPRESSED, IMPLIED OR STATUTORY, DUPERON CORPORATION SHALL NOT BE LIABLE ANY CONTINGENT,
<br />INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER. THE PARTIES AGREE AND STIPULATE
<br />THAT AN EXPRESS WARRANTY PROVIDED TO PURCHASER IN WRITING IS THE SOLE WARRANTY REGARDING THE
<br />PRODUCT AND ANY SERVICE PROVIDED BY DUPERON CORPORATION. THE PARTIES SPECIFICALLY AGREE AND
<br />STIPULATE THAT THERE IS NO OTHER WARRANTY OF ANY TYPE WHATSOEVER, INCLUDING BUT NOT LIMITED TO
<br />CONSUMER WARRANTIES, WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY,
<br />AND DUPERON CORPORATION IS NOT LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES,
<br />EXCEPT AS SET FORTH IN THESE TERMS AND THE EXPRESS WARRANTY. THERE ARE NO WARRANTIES WHICH
<br />EXTEND BEYOND THE FACE OF THE EXPRESS WARRANTY.
<br />17. PATENTS: Duperon Corporation agrees that it will, at its own expense, defend all suits or proceedings instituted against
<br />Purchaser and pay any award of damages assessed against it in such suits or proceedings, so far as the same are based on any
<br />claim that the said equipment or any part thereof constitutes an infringement of any apparatus patent of the United States issued at
<br />the date of this Agreement provided Duperon Corporation is given prompt notice in writing of the institution or threatened institution
<br />of any suit or proceeding and is given full control of the defense, settlement, or compromise of any such action; and Purchaser
<br />agrees to give Duperon Corporation needed information, assistance, and authority to enable Duperon Corporation so to do. In the
<br />event said equipment is held or conceded to infringe such a patent, Duperon Corporation shall have the right at its sole option and
<br />expense to a) modify the equipment to be non -infringing, b) obtain for Purchaser the license to continue using said equipment, or c)
<br />accept return of the equipment and refund to the Purchaser the purchase price thereof less a reasonable charge for the use thereof.
<br />Duperon Corporation will reimburse Purchaser for actual out-of-pocket expenses, exclusive of legal fees, incurred in preparing such
<br />information and rendering such assistance at Duperon Corporation's request. The foregoing states the entire liability of Duperon
<br />Corporation, with respect to patent infringement; and except as otherwise agreed to in writing, Duperon Corporation assumes no
<br />responsibility for process patent infringement.
<br />18. CANCELLATION, SUSPENSION, OR DELAY: After acceptance by Duperon Corporation, the proposal, or Purchaser's order
<br />based on the proposal, shall be a firm agreement and is not subject to cancellation, suspension, or delay except upon payment by
<br />Purchaser of appropriate charges which shall include all costs incurred by Duperon Corporation to date of cancellation, suspension,
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