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AQUA -AEROBIC
<br />PROPOSAL DATE: November 11, 2024 Proposal#: 173978SYSTEMS, INC.
<br />® A Wawaw Company
<br />TERMS AND CONDITIONS OF AQUA -AEROBIC SYSTEMS, INC. (A Metawater Company)
<br />Page 1 of 2
<br />This offer and all of the goods and sales of Aqua -Aerobic Systems, Inc. are subject only to the following terms and conditions. The acceptance of any order resulting
<br />from this proposal is based on the express condition that the Buyer agrees to all the terms and conditions herein contained. Any terms and conditions in any order,
<br />which are in addition to or inconsistent with the following, shall not be binding upon Aqua -Aerobic Systems, Inc. This proposal and any contract resulting therefrom,
<br />shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of laws principles. Resale of any products purchased
<br />from - Aqua -Aerobic Systems, Inc, is not permitted without prior written agreement with Aqua -Aerobic Systems, Inc expressly consenting to such resale. Any party
<br />who sells a product purchased from Aqua -Aerobic Systems, Inc, is subject to the terms and conditions includedherein.
<br />DURATION OF QUOTATION
<br />This proposal of Aqua -Aerobic Systems, Inc. shall in no event be effective more than 30 days from date thereof, unless specifically stated otherwise, and is subject to
<br />change at any time prior to acceptance.
<br />PROPRIETARY INFORMATION
<br />This proposal, including all descriptive data, drawings, material, information and know-how disclosed by Aqua -Aerobic Systems, Inc. to Buyer in relation hereto is
<br />confidential information intended solely for the confidential use of Buyer, shall remain the property of Aqua -Aerobic Systems, Inc. and shall not be disclosed or
<br />otherwise used to the disadvantage or detriment of Aqua -Aerobic Systems, Inc. in any manner.
<br />PAYMENT TERMS; ORDERS;
<br />Unless specifically stated otherwise, quoted terns are Net 30 Days from invoice date. Past -due charges are 1.5% per month and will apply only on any past -due
<br />balance. Aqua -Aerobic Systems, Inc. does not allow retainage of any invoice amount, unless authorized in writing by an authorized representative of our Loves Park,
<br />Illinois office. Terms of payment are within Aqua -Aerobic Systems, Inc's sole discretion, and unless otherwise agreed to by Aqua -Aerobic Systems, Inc, payment terms
<br />must be accepted by Aqua -Aerobic Systems, Inc prior to Aqua -Aerobic Systems' acceptance of an order. Payment for the products must be made by approved credit
<br />card, check, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by Aqua -Aerobic Systems, Inc. Invoices are due and
<br />payable within the time period noted on the invoice, measured from the date of the invoice. Orders are not binding until accepted by Aqua -Aerobic Systems, Inc.
<br />SECURITY
<br />If at any time the financial responsibility of the Buyer becomes unsatisfactory to Aqua -Aerobic Systems, Inc., or Aqua -Aerobic Systems, Inc. otherwise deems itself
<br />insecure as to receipt of full payment of the purchase price from Buyer hereunder, Aqua -Aerobic Systems, Inc. reserves the right to require payment in advance or
<br />security or guarantee satisfactory to Aqua -Aerobic Systems, Inc. ofpayment in full of the purchase price.
<br />SHIPMENT
<br />Shipping dates are not a guarantee of a particular day of shipment and are approximate, being based upon present production information, and are subject to change
<br />per the production schedules existing at time of receipt of purchase order. Aqua -Aerobic Systems, Inc. shall not be responsible for any delay in shipment for causes
<br />beyond its control including, but not limited to, war, riots, strikes, labor trouble causing interruption of work, fres, other casualties, transportation delays,
<br />modification of order, any act of governmental authorities or acts of God. Quoted shipment dates in this proposal are approximate dates goods will be shipped and,
<br />unless agreed to in writing by Aqua -Aerobic Systems, Inc., Buyer may not postpone or delay the dates of shipment of goods from our plant or from our supplier's
<br />plants beyond the dates set forth in this proposal. Buyer is required to notify Aqua- Aerobic Systems, Inc within 7 -days of any discrepancies with shipment.
<br />SHIPPING CHARGES; TAXES and OTHER RELATED FEES. Separate fees for shipping and handling will be charged on all purchases unless specifically stated
<br />otherwise. Prices quoted do not include any taxes, customs duties, or import fees. The Buyer is responsible for sales use and all other taxes and fees associated with the
<br />purchase. If aqua -Aerobic Systems, Inc. is required by any taxing authority to collect or to pay any such tax, duty or fee, the Buyer shall be separately billed at such
<br />time for the amounts Aqua -Aerobic Systems, Inc is required to pay
<br />TITLE AND RISK OF LOSS
<br />F.O.B. Destination - Delivery of goods to the destination shall be deemed delivery to the Buyer, and upon such delivery, title to such goods and risk of loss or damage
<br />shall be upon Buyer.
<br />F.O.B. Aqua -Aerobic Systems, Inc's plant at Loves Park, Illinois - Delivery of the goods sold hereunder to the carrier shall be deemed delivery to the
<br />Buyer, and upon such delivery, title to such goods and risk of loss or damage shall be upon Buyer.
<br />INSURANCE
<br />Unless the goods are sold on a CIF basis, the Buyer shall provide marine insurance for all risks, including war and general coverage. Aqua -Aerobic Systems, Inc will
<br />provide evidence of coverage upon request. At no time will Aqua -Aerobic Systems, Inc issue a certificate of insurance listing Buyer as additional insured unless under fully
<br />executed contract and Aqua -Aerobic Systems, Inc is providing start-up services.
<br />LIMITATION OF ACTION
<br />No action shall be brought against Aqua -Aerobic Systems, Inc. for any breach of its contract of sale more than two years after the accrual of the cause of action
<br />thereof, and, in no event, unless the Buyer shall first have given written notice to Aqua -Aerobic Systems, Inc., of any claim of breach of contract within 30 days after
<br />the discovery thereof.
<br />CANCELLATION CLAUSE
<br />No acceptance of this proposal, by purchase order or otherwise, may be modified except by written consent of Aqua -Aerobic Systems, Inc. nor may it be canceled
<br />except by prior payment to Aqua -Aerobic Systems, Inc. the following sums as liquidated damages therefore: 1) If cancellation is prior to commencement of production
<br />and prior to the assumption of any obligations by Aqua -Aerobic Systems, Inc. for any materials or component parts, a sum equal to 15% of the total purchase price; 2)
<br />If cancellation is after the commencement of production or after the assumption of any obligations by Aqua -Aerobic Systems, Inc. for any materials or component
<br />parts, a sum equal to the total of the direct, out-of-pocket expenses incurred to the date of cancellation for labor, machine time, materials and any charges made to us
<br />by suppliers for cancellation, plus 30% of the total purchase price. All charges and expenses shall be as determined by Aqua -Aerobic Systems, Inc. In the event any
<br />items are used by Aqua -Aerobic Systems, Inc. to fill a subsequent order, then upon receipt of payment for such order, Aqua -Aerobic Systems, Inc. shall pay the Buyer
<br />a sum equal to the direct out-of-pocket expenses previously charged and received from Buyer.
<br />6306 N. Alpine Rd. Loves Park, IL 61111-7655 0 815:854:2501 t 815,854.2508 wwwcaqua-aerobic.com
<br />Copyright 2024, Aqua -Aerobic Systems, Inc Printed: November 11, 2024 Pad 15f 6
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