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Quotation Date: 12/16/2016 <br />Inquiry Number: 25320 Page 3 of 4 <br />Submittal Data and/or after all notations or comments have been clarified, approved and inserted into <br />the manufacturing documents by the Seller. Variations in the time Submittal Data is returned to Seller <br />and/or Submittal Data marked approved but which contain contingencies or variations may impact the <br />completion time of the equipment. <br />ADDITIONAL TERMS AND CONDITIONS <br />1. GENERAL A. Buyer's execution of this Agreement constitutes Buyer's offer to purchase, on the terms and conditions set forth <br />herein, the equipment described in this agreement, and such offer is irrevocable for thirty (30) days after Buyer executes and delivers to <br />Seller this Agreement together with all necessary engineering data and information. Prices are firm for sixty (60) days after the bid date <br />provided a firm order is received at the factory within that time period and provided approved Submittal Data is received at the factory <br />within forty-five (45) days from the date submittals are forwarded from the factory. In the event firm orders and Submittal Data are not <br />received by Seller within the times set forth above, then price and delivery estimates may change due to changes in the costs of <br />material and labor and/or factory capacity at the time when the firm orders or approved Submittal Data is received by Seller. Seller <br />reserves the right to amend this Sales Agreement if not signed and returned within sixty (60) days from the quotation date. In the event <br />we are unable to ship within estimated period for reasons beyond our control, including a request by the Buyer to defer shipment, the <br />prices are subject to adjustment to those prevailing at the time of shipment, but will not exceed 1-1/2% per month. <br />B. THIS AGREEMENT IS NOT BINDING ON SELLER UNLESS SIGNED ON SELLER'S BEHALF BY AN OFFICER OR MANAGER OF <br />SELLER. <br />C. This Agreement constitutes the entire contract between the parties with respect to said equipment (any prior agreement, <br />representation, covenant or warranty, written or oral, being superseded hereby) and may not be amended or modified except by a <br />written instrument duly executed by both parties, the provisions of any purchase order or other document submitted by or on behalf of <br />Buyer to the contrary notwithstanding. <br />D. All notices hereunder are to be in writing and mailed postage prepaid to the party being notified at the address indicated in this <br />agreement or at such other address as may be designated in writing. <br />E. Remedies provided for herein are cumulative and are in addition to all other remedies as may be available at law or in equity. <br />F. This Agreement is govemed by and subject to the laws of the State of Kansas and the Buyer by executing this agreement agrees to <br />submit to the Jurisdiction of the State of Kansas and the venue for any disputes between the parties will be in the District Court of <br />Johnson County, Kansas, or the Federal District Court of Kansas. <br />2. NOTICE TO PROCEED- Retum to Seller of approved Submittal Data or notification to Seller that the submission of submittals will be <br />waived, constitutes notice to Seller to proceed with manufacture. In the event Seller does not receive approved Submittal Data within forty- <br />five (45) days after Seller's submission of submittal data for approval, then Seller reserves the right to amend price and delivery of the <br />equipment being sold. Final approved Submittal Data means approval by Buyer (or Buyer's representative) of Seller's Submittal Data <br />and/or after all notations or comments have been clarified, approved and inserted into Seller's manufacturing documents at which point <br />Sellers estimated completion schedule commences. Variations in the time Submittal Data is returned to Seller and/or Submittal Data <br />marked approved but which contain contingencies or variations may impact the completion time of the equipment. Seller agrees to <br />furnish only the equipment included in Seller's quotation and/or as described and modified in the Submittal Data. Approval of the Submittal <br />Data constitutes acceptance of the equipment in the configuration described therein. If Seller is directed to change the scope of the <br />equipment after notice to proceed to manufacture, then Seller reserves the right to amend the price and delivery of the equipment. <br />3. EXCUSED PERFORMANCE- Seller is not liable for any failure or delay in performance hereof, with respect to delivery or otherwise, if <br />such failure or delay is due to any cause beyond Seller's control including, but not limited to, any Act of God, war, civil disturbance, riot, <br />labor difficulty, factory capacity, fire, other casualty, accident or supplier's failure or inability to perform. <br />4. CREDIT APPROVAL- The credit terms specified herein are subject to Sellers continuing approval of Buyer's credit and if, in Seller's <br />sole judgment, Buyer's credit or financial standing is impaired as to cause Seller to deem itself insecure, Seller may withdraw the extension <br />of credit and require other payment terms. <br />5. PAYMENT- Subject only to any credit terms, which Seller may extend, the total purchase price hereunder is due at such time, within or <br />after the estimated shipment period specified herein, as said equipment is ready to be shipped. Buyer shall pay in full all invoices within <br />the time for payment specified therein and Buyer's payment obligation is in no way dependent or contingent upon Buyer's receipt of <br />payment from any other party. Any balance owed by Buyer for thirty (30) days or more after the same becomes due is subject to a 2% per <br />month delinquency charge until paid. In addition to all other amounts due hereunder, Buyer shall reimburse Seller in full for all damages, <br />costs and expenses, including reasonable attomeys' fees, which Seller may incur with respect to Buyer's breach of this Sales Agreement <br />or the collection of past due amounts from Buyer. If Buyer is in default under this or any other agreement with Seller, Seller may, at its <br />option, defer performance hereunder until such default is cured. <br />6. SECURITY INTEREST- Until all amounts due hereunder have been paid in full, Seller has a security interest in said equipment and <br />has all rights of a secured party under the Uniform Commercial Code including, without limitation, the right to take possession of said <br />equipment without legal process and the right to require Buyer to assemble said equipment and make it available to Seller at a place <br />reasonably convenient to both parties. At Seller's request, Buyer shall execute any financing statement or statements submitted by Seller <br />in order that Seller's security interest in said equipment may be perfected. <br />7. WARRANTY & LIABILITY- Seller warrants only that said equipment is free from defects in materials and workmanship as set forth in <br />Seller's standard Certificate of Warranty fumished to Buyer at the time of final shipment. THIS WARRANTY IS EXPRESSLY IN LIEU OF <br />ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS <br />FOR ANY PARTICULAR PURPOSE OR DESIGN AND WHICH ARE EXPRESSLY DISCLAIMED BY SELLER. Seller's sole responsibility <br />with respect to any equipment which proves to be defective as to materials or workmanship is either to replace or to repair the same as is <br />set forth in said Certificate of Warranty. Unless authorized in writing by Seller, Seller is not responsible for any charge or expense incurred <br />