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4D <br />2, Seller's Project Manager shall participate with Buyer in the <br />preparation of the project planning and the Schedule; and <br />3. After installation and functional testing of the Products in accordance <br />with the Functional Test 'Plan attached hereto as Exhibit E and <br />incorporated herein by reference, Seller shall install the current <br />revision software and "Year 2000 Ready" (as hereinafter defined in <br />Paragraph 11) revision software for the PRS Manufactured Products <br />and the PRS Replacement Products. Buyer shall retain exclusive <br />responsibility for assuring that all Vendor Products and Excluded <br />Products and interactive systems linked to Buyer's System are Year <br />2000 Ready, so that (among other things) Buyer's System shall not <br />fail to function as expected for reasons associated with the Vendor <br />Products or Excluded Products or interactive systems or other causes <br />beyond Seller's control within the scope of this Contract. <br />4. Delivery, Title and Risk of Loss <br />The Product shipping dates are approximate and are 'based upon prompt <br />receipt of all necessary information. Delivery will be made F.O.B. point of <br />shipment to Buyer. Shipping and handling charges will be paid by or billed <br />to the Buyer. Title to all Products and risk of loss or damages passes to <br />Buyer upon delivery to the carrier. <br />5. Taxes <br />In addition to any price specified herein, Buyer shall pay the gross of any <br />present or future sales, use, excise, value-added, or other similar tax <br />applicable to the price, sale or any Products or services furnished <br />hereunder or to their use by Seller or Buyer, or Buyer shall otherwise <br />furnish Seller with tax exemption certificates acceptable to all applicable <br />taxing authorities. <br />6. Terms of Payment, Late Charges <br />Ten percent (10%) of the price of all Products and services set forth in <br />Seller's Proposal shall be paid by Buyer within thirty (45) days after the <br />Effective Date of this Contract. <br />A. The remaining Ninety Percent (g0%) of the price of Products will be <br />billed as Product shipments are made and payment is due 45 days <br />from the date of the invoice. <br />L1 pxgaWoi recLfY2K Vvntracl.dumestic tinol wcrsion.dic <br />9124 N3 4:25 a m <br />