Alternate Contract Clauses

A. Acceptance of Order B. Entire Agreement; Amendment C. Assignment D. Cancellation E. Changes F. Delivery/Transfer of Title G. Dispute Resolution H. Drawings I. Entire Agreement J. Force Majure K. Grant of Security Interest L. Inspection/Testing M. Installation N. Insurance O. Intellectual Property P. Legal Compliance Q. Liability/Indemnification R. Notices S. Price/Payment Terms T. Quotations U. Remedies V. Severability W. Special Orders/Customizations X. Taxes Y. Technical Advice Z. Training AA. Waiver BB. Warranty CC. Further Assurances

2

A. ACCEPTANCE OF ORDER Option 1 By signing this proposal, the Buyer agrees to the contents specified herein. Please forward the original of this signed proposal and a purchase order with the advance payment to the Seller upon acceptance. (Note: if your purchase order noting this proposal number and listing any options is received, and you do not send us a signed, original proposal, we assume that the contents of this proposal are acceptable to you). Option 2 Acceptance of Buyer’s order for machines(s) will occur with the issuance of the purchase order and will be effective when acknowledged in writing by seller.

3

B. ENTIRE AGREEMENT; AMENDMENT Option 1 This Agreement contains the entire understanding between the parties hereto and supersedes all other oral and written agreements or understandings between them relating to the subject matter hereof. The terms hereof supersede any preprinted or standard terms which may appear on any purchase order. No changes to the terms of this Agreement shall be effective unless initialed by the signatory for the Seller. No modification or addition hereto or waiver or cancellation of any provision hereof shall be valid except by a writing signed by an authorized representative of each party. Option 2 This Agreement represents the entire understanding of the Seller and the Buyer and supersedes any prior or contemporaneous written or verbal understandings, negotiations, assurances, or representations related to the subject matter hereof. This Agreement may not be amended except by further written agreement signed by duly authorized representatives of both parties. No verbal representations in this regard shall be of any force or effect. This provision is subject to any other provision regarding change orders. Option 3 These Terms and Conditions, together with the Proposal and all mutual written understandings, agreements, memoranda, letters, exhibits and other documents constituting the arrangements and executed by authorized representatives of the parties, forms the entire agreement between the Seller and the Buyer. A new proposal or new “terms and conditions” submitted as part of a Change Order, or as any submission, shall not alter there Terms and Conditions unless the parties, fully authorized, have specifically and knowingly agreed to them in writing and have initialed each such provision. In the event of any conflict, the standard Terms and Conditions shall prevail. The Buyer irrevocably agrees that mere attachment of new or alternative “terms and conditions” to an otherwise accepted document does not constitute acceptance or amendment in whole or part or constitute an amendment of these Terms and Conditions. Comment: To avoid misunderstandings, it may be useful to include as well the names of specific individuals who are authorized to approve and sign an amendment. This designation should be changeable on written notice.

4

C. ASSIGNMENT Option 1 The Seller may subcontract or assign any or all of its obligations under this Agreement in its sole discretion. It is understood, however, that the Seller remains responsible for compliance with its obligations under this Agreement including conformance of the machinery to the requirements set forth herein. Option 2 Neither party hereto may transfer or assign this Contract without prior written consent of the other party. However, this shall not prevent the Seller from subcontracting in connection with the following work: _________________________, with the understanding that the Seller remains responsible to the Buyer for all work performed by any subcontractor. In addition, should Seller merge, consolidate, or be acquired, this Contract will be automatically assigned to any resulting entity. Option 3 Seller shall not assign or otherwise transfer any of its rights or delegate any of its duties under this order without the Buyer’s prior written consent.

5

D. CANCELLATION Option 1 This order may be canceled by the Buyer for its convenience upon written notice to the Seller. Upon cancellation, the Buyer shall pay the Seller for costs incurred by the Seller in connection with this Agreement up to the date of cancellation. In such event, the Buyer shall pay an amount equal to the sum of all direct material costs (including restocking charges), all direct labor and related costs, along with a proportionate level of profit on all such costs associated with the machinery. The minimum cancellation fee due to the Seller shall be an amount equal to ____% of the total Contract price. Option 2 Orders may not be canceled by the Buyer after acceptance by the Seller for any reason without Seller’s prior written consent. Seller shall consent to cancellation only when the Buyer agrees in writing to indemnify Seller against all loses Seller incurs as a result of or in connection with cancellation. No request for cancellation received within a one hundred (100) day period preceding the estimated time of shipment can be considered by Seller. Buyer hereby expressly agrees that any attempt to cancel the purchase order after acceptance by Seller without Seller’s prior written consent shall be deemed an anticipatory repudiation. Option 3 Buyer may cancel an order only upon the written approval of Seller’s home office and upon payment of reasonable charges including our costs, direct expenses, applicable overhead expenses and anticipated profit, incurred by us in connection with the order up to date of cancellation. At our option, in lieu of the foregoing charges, Buyer will pay us a cancellation charge of ____% of the contract price. Buyer’s request for deferred delivery may, at our option, be treated as a request by Buyer to cancel the order.

6

E. CHANGES Option 1 The Buyer may, at any time, and from time to time, by written Change Order, make changes within the general scope of the Agreement, including but not limited to changes: (1) in the specifications, including drawings and designs; (2) in the method of shipping and packing; and (3) in the time and/or place of delivery. If the change causes an increase or decrease in the Seller’ cost of, or time required for, performance of any part of the work, an adjustment shall be made in the price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. If the parties fail to agree upon the adjustment to be made, the dispute shall be determined as provided in the dispute resolution provision. Option 2 Without invalidating the Agreement, the Buyer may at any time make additions, deletions, or revisions to the drawings, samples, and/or specification; this will be done in the form of an authorized written change order only. If any such change causes an increase or decrease in the price or an extension or shortening of the contract date, an equitable adjustment will be made as per a negotiated written agreement between the parties. Any change in work which does not involve an adjustment in contract price or contract date may made by verbal request from the Buyer representative in charge of that particular project, but must be followed up with written documentation within ten (10) calendar days. Option 3 The Buyer’s Purchasing Representative may at any time, by written order, make changes within the general scope of this order, in areas including but not limited to: (i) drawings, designs, or specifications; (ii) method of shipment or packing; (iii) place of inspection, delivery, or acceptance; (iv) reasonable increases in quantities; (v) reasonable changes in delivery schedules; and (vi) the amount of the Buyer’s furnished property. Seller shall proceed immediately to perform this order as changed. If any such change causes an increase or decrease in the costs of the time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the purchase price or delivery or both, and this Agreement shall be modified in writing accordingly. Any claim by Seller for adjustment under this clause must be asserted within thirty (30) days from the date of receipt by Seller of such written order or within such further time as may at any time be agreed upon in writing by the parties.

7

However, if Buyer decides that the facts justify such action, it may receive and act upon any claim at anytime prior to final payment. Nothing in this clause shall excuse Seller from proceeding with this order as changed, including a failure of the parties to agree upon any adjustment to be made under this clause. Option 4 Buyer may at any time, by written order, make changes within the general scope of the Purchase Order including, but not limited to: (i) drawings, designs or specifications; (ii) method of shipment or packing; (iii) place of inspection, delivery or acceptance; (iv) reasonable increases in quantities; and (v) reasonable changes in delivery schedules. Should the change result in increase or decrease in S’s cost or time required for performance, an equitable adjustment shall be made in price and/or delivery, and the amount shall be modified in writing accordingly. If the parties fail to agree upon the adjustment, the contract and performance shall be suspended until the dispute is resolved as provided in the dispute resolution of this agreement. Any change in work that does not involve an adjustment in contract price or contract date may be made by verbal request of Buyer and will become effective upon receipt of written confirmation that must be received within 10 days. Any claim by Seller for adjustment under this clause must be asserted within 30 days from the date of receipt of such written order or other reasonable time as agreed upon by the parties in writing.

8

F. DELIVERY/TRANSFER OF TITLE Option 1 Delivery to the Buyer, F.O.B. the Seller’s facility, shall be no later than _______________. The Seller shall not be liable for any delays in the delivery of orders due to Force Majure circumstances as further described in this Agreement. Title to the merchandise covered by contract shall remain with the Seller until contract price is paid in full. Option 2 The Buyer shall accept delivery of the equipment F.O.B. factory of seller. Delivery by Seller to purchaser is completed when equipment is handed over and signed for by carrier, the machinery thereafter being at the Buyer’s risk. Shipment will be made at Buyer’s expense under usual bill of lading. The Buyer shall designate the carrier. Option 3 “Delivery” shall mean F.O.B the Buyer’s facility, unless otherwise provided in writing. Seller may select the mode of shipment and carrier. Risk of loss passes to the Buyer at the time of Shipment, regardless of how the freight is paid. The Buyer shall insure the machinery against all risks, including damage and shipment, until final payment is made, with policies payable to the Seller as a loss payee. Buyer shall be liable for any storage, warehouse or demurrage and any other charges caused by the Buyer’s failure to accept Delivery. Comment: The Seller may want to set an approximate date of delivery, rather than committing to a specific date. In addition, the Seller may want to consider requiring the Buyer choose the carrier to avoid responsibility for complications caused by the carrier.

9

Also, any problems with equipment at the Buyer’s facility should be subject to the warranty; the Buyer should not have the option to reject the equipment.

10

G. DISPUTE RESOLUTION

Governing Law Option 1 This contract, including its validity and performance, shall be governed by the laws of the State of _______________, without regard to conflicts of laws. Option 2 All orders are accepted by the Seller at its general offices in ________________, _______________. The laws of _______________ shall govern the interpretation and effect of all contracts and the rights and remedies of the parties.

General Option 1 Any dispute concerning a question of fact and/or law arising under the Agreement which is not disposed of by agreement of the parties shall be decided by a court of competent jurisdiction. Option 2 Any controversy arising in connection with this Contract will be submitted and determined by a court of law and the parties agree that any service of process may be made, or other documents may be sent, by registered mail, return receipt requested. Option 3 A state or federal court located within _____________ will have sole jurisdiction over any litigation concerning this Agreement.

Arbitration Option 1 If at any time during the term of this Contract any dispute, difference, or disagreement shall arise upon or in respect of the Contract, and the meaning and construction hereof, every such dispute, difference, and disagreement shall be referred to a single arbitrator agreed upon by the parties, or if no single arbitrator can be agreed upon, an arbitrator or arbitrators shall be selected in accordance with the rules of the [name of arbitration authority] and such dispute, difference, or disagreement shall be settled by arbitration in accordance with the then

11

prevailing commercial rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall take place in ___________. Option 2 Buyer and Seller agree to settle by arbitration any controversy or claim between them, whether based on contract, tort, fraud, misrepresentation, or other legal theory. A single arbitrator will conduct the arbitration in _________ (state) under the then-current rules and supervision of the American Arbitration Association. The arbitrator will have the authority to award temporary and permanent injunctive relief, but may not award punitive or exemplary damages to either party. The decision and award of the arbitrator will be final and binding and may be entered in any court having jurisdiction. Buyer and Seller will pay their own attorney’s fees associated with the arbitration, and will pay the other costs and expenses of the arbitration as the rules of the American Arbitration Association provide. Option 3 Unless otherwise provided in this Agreement, any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement, will be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction of the controversy or claim.

Venue Option 1 The parties understand and agree that the place of this agreement, including the place of its formation and its performance is the County of __________, State of ____________, and shall be enforced according to the laws for the State of ______________. Any action in regard hereto or arising out of the terms and conditions hereof shall be instituted and litigated in the Courts of the County of ____________, State of ____________ and in no other. In accordance herewith, the parties hereto submit to the jurisdiction and venue of the Courts of the County of ____________, State of ______________. Option 2 If legal or arbitration proceedings are necessary to enforce this Agreement, the proceedings shall occur in the county of residence of Seller, _____________________.

12

Option 3 Buyer irrevocably submits and agrees to the jurisdiction of the state and federal courts of the state of ___________ in any action, suit or proceeding related to, or in connection with, the Sales Agreement and, to the extent permitted by applicable law, Buyer waives and agrees not to assert as a defense in any such action, suit or proceeding any claim (i) that Buyer is not personally subject to the jurisdiction of the state and federal courts of ___________; (ii) that the venue of the action, suit or proceeding is improper; (iii) that the action, suit or proceeding is brought in an inconvenient forum; or (iv) that the subject matter of the Agreement may not be enforced in or by the state or federal courts of the state of ____________. Without prejudice to any other mode of service, Buyer consents to service of process relating to any such proceedings by personal or prepaid mailing (air mail if international) in registered or certified form a copy of the process to the Buyer at the address set forth in Section ____. Comment: Regarding arbitration, there are several organizations through which this process may be administered. The largest nonprofit organization is the American Arbitration Association. There are also for-profit companies, such as JAMS.

13

H. DRAWINGS Option 1 Design Data (including but not limited to specifications, drawings, estimates, quotations, illustrations, blueprints, bulletins, maintenance manuals, literature and other papers and documents) shall remain Seller’s property. Seller reserves all proprietary and authorship rights in the Design Data, which may not be copied, reproduced, transmitted or communicated to any third party without Seller’s consent, except to Buyer’s employees who are required to use Design Data as part of their duties. Seller may make discretionary changes in the Design Data and may modify the Equipment as long as such changes and/or modifications do not result in material changes in the Equipment specifications stated in the Agreement between the Buyer and Seller, and do not change the Purchase Price. Option 2 All drawings illustrations, specifications, designs, dimensions, technical documents, plans and particulars of performance prepared by Seller in connection with any work or quotations or tender pursuant to this Agreement are, and shall remain the exclusive property of Seller and must not be copied, transmitted, communicated, or otherwise disclosed to any other person or used for any purpose whatsoever without the Seller’s prior written consent. Option 3 Any drawings, prints and other technical information furnished by the Seller are furnished only for their use by the Buyer in installing, using and maintaining the machinery; they will remain property of the Seller, to be kept confidential and used for no other commercial purpose (unless otherwise specified).

14

I. ENTIRE AGREEMENT Option 1 This contract is a complete and exclusive statement on the terms of the agreement between the Buyer and the Seller, and supersedes all prior contracts, agreements, proposals, understandings, representatives, correspondence, or communications relative to the subject matter hereof. No modification of this contract or terms of this agreement shall be binding unless agreed to by both parties in writing. Option 2 These Terms and Conditions, together with the Proposal and all mutual written understandings, agreements, memoranda, letters, exhibits and other documents constituting the arrangements and executed by authorized representatives of the parties, forms the entire agreement between the Seller and the Buyer. A new proposal or new “terms and conditions” submitted as part of a Change Order, or as any submission, shall not alter there Terms and Conditions unless the parties, fully authorized, have specifically and knowingly agreed to them in writing and have initialed each such provision. In the event of any conflict, the standard Terms and Conditions shall prevail. The Buyer irrevocably agrees that mere attachment of new or alternative “terms and conditions” to an otherwise accepted document does not constitute acceptance or amendment in whole or part or constitute an amendment of these Terms and Conditions.

15

J. FORCE MAJURE Option 1 The Seller shall not be liable for damages, including liquidated damages, if any, for delays in delivery or failure to perform due to causes beyond the control and without the fault or negligence of the Seller. Such causes include but are not limited to, acts of God, acts of the public enemy, acts of the federal or any State or local government, fires floods, epidemics, quarantine restrictions, strikes, disturbances, or embargoes. Option 2 Seller shall attempt to meet any production, shipment or delivery dates specified, but shall not be responsible for any delay or failure to perform its obligations hereunder if due to causes beyond its reasonable control. Option 3 Neither of the parties hereto shall be held responsible for any delay or failure in performance hereunder caused by fire, strikes, embargoes, acts of God, or other causes beyond their reasonable control. If such an event occurs, the party injured by the other’s inability to perform may elect to terminate this Agreement, in whole or in part, or suspend the Agreement for the duration of delaying cause and resume operations once the delaying cause ceases. Option 4 The Seller shall not be liable for delays in manufacture or delivery of goods and performance services to the extent such delays are due to causes beyond the Seller’s reasonable control and provided the Seller uses its best efforts to remedy the situation and first allocates all available production and deliveries to the Buyer, and provided further that the Seller has notified the Buyer promptly of the occurrence which causes such delay. Buyer may, at its option, cancel the order upon receiving such notice from the Seller.

16

K. GRANT OF SECURITY INTEREST Option 1 Buyer hereby grants the Seller a security interest and lien in the Equipment to secure each and every payment of the purchase price of the Equipment. Buyer shall assist Seller in promptly executing and recording any document, notices, or security agreements which Seller reasonably deems necessary to perfect the security interest and to publicly record its security interest. Seller shall release its security interest upon receipt of all required payments. Seller shall cooperate with Buyer in promptly executing and recording any notices or documents, which Buyer reasonably deems necessary to publicly record such release. Option 2 Buyer hereby grants to Seller a security interest in the goods subject to this agreement, including any substitutions or additions therefore. The security interest hereby granted shall secure the total selling price, including taxes, charges for delivery, installation, financing, and any other charges. Buyer agrees to execute and deliver to Seller all additional documents requested by Seller for the perfection of its security interest granted herein, and any additional security agreements or documents requested by Seller to secure the total selling price. This original document or photographic reproduction of the same may serve as a financing statement to perfect the Seller’s interest in the goods listed in this agreement as permitted by the Uniform Commercial Code. Buyer agrees that any deposit made in connection with the proposal/agreement may be used by Seller.

17

L. INSPECTION/TESTING Option 1 The Buyer may perform such tests as are necessary at Seller’s plant to determine that the contract has been completed in accordance with the drawings, samples, and/or specifications as provided by the Seller. After successful acceptance testing of all work, the Buyer shall make final payment of the amount then due. Such acceptance shall not be unreasonably withheld or delayed by the Buyer. Option 2 Buyer shall be entitled to evaluate and test the machine for the purposes of determining whether the machine functions according to its functional specifications and descriptions and ensuring that the machine can be effectively utilized in the Buyer’s operating business environment. If the machine satisfactorily passes the acceptance testing, the machine shall be accepted by the Buyer by written notice to the Seller. The date of such written notice shall hereinafter be referred to as the Acceptance Date. If the Buyer fails to give any notice of acceptance or failure within ____ days of delivery, the machine shall be deemed accepted following installation. If the machine fails to pass acceptance testing, the Seller shall promptly correct the deficiency or deficiencies at its expense, and the applicable phase of acceptance testing will be repeated until all phases are satisfactorily passed. If all phases of acceptance testing are not satisfactorily completed within six (6) weeks after installation, the Buyer at its option may terminate this Agreement and shall have the right to return the machine, without penalty and with no further obligation, and be entitled to a refund of any amounts paid for the machine. Option 3 All goods are subject to final inspection and acceptance by the Buyer at destination notwithstanding any payment or prior inspection at source. Final inspection will be made within a reasonable time after receipt of goods. The Buyer shall notify Seller if any goods delivered hereunder are rejected, and at Buyer’s election and Seller’s risk and expense, such goods shall be held by Buyer or returned to Seller. No replacement or correction of non-conforming goods shall be made by Seller unless agreed to in writing by Buyer. Option 4

18

Buyer shall inspect the machinery immediately on their arrival and delivery to Buyer, or when such Products otherwise first came into the possession of Buyer and shall within five (5) days of their arrival, give written notice to the Seller of any claim that the goods do not conform with the terms of this Agreement. If the Buyer shall fail to give such notice, the Products shall be deemed to conform with the terms of this Agreement, and the Buyer shall be bound to accept and pay for the Products in accordance with the terms and conditions of this Agreement. The Buyer expressly waives any right the Buyer may have to revoke acceptance after such five-day period. Option 5 The Buyer shall have the right to inspect the machinery upon installation. If the Buyer fails to inspect the machinery, or fails to communicate any objections to the Seller based upon any inspection, within __________ days, the machinery will be deemed accepted. Once the machinery has been accepted, such acceptance may not be revoked or the machinery subsequently rejected. Option 6 Seller represents and warrants that its equipment will operate as outlined in quotation No. ___ and ____ with a suitable operator for a period of four consecutive weeks of full production at a minimum efficiency of 95%. The Seller may elect to have a service technician on hand for the four-week trial period. If so and the machine performs as guaranteed, the cost of the technician shall be shared by the Buyer and Seller. Should the machine fail to conform to specification during the trial, Seller shall bear the entire cost of the technician. Buyer shall have a period of 30 working days after the machinery has been installed, ready for commercial production, in which to initiate the four-week test period. Seller must be notified no less than 7 days prior to the commencement of the test. Upon completion of the trial period, if the machinery does not meet the production rate, Seller shall then have 30 working days after the end of the test period in which to make alterations at is expense that may be necessary to cause said machinery to comply with the guarantee and may again tender said machine to buyer. Upon re-tender, buyer shall have another 30-day period after the machine has been reinstalled to initiate a second acceptance test. Upon a second unsuccessful trial, the buyer may elect, in its sole discretion, to allow seller to bring the machine into compliance, negotiate a reduced contract settlement or reject the machinery for non-conformance and claim return of funds under the standing performance guarantee.

19

Comment: Options 4 and 5 may be more appropriate for smaller manufacturers. Regarding a performance guarantee (option 6 is an example), it is important to state what the standard of performance will be (e.g., acceptable failure rate); the timeframe for testing; and the remedy for failure to meet the standard. A performance guarantee, of course, will be product and customer specific.

20

M. INSTALLATION Option 1 Buyer shall at its expense provide all necessary electrical wiring, refrigeration hook-up, plumbing, rigging, hoisting or alterations to building or contents. Installation charges whether of Seller or third parties are not included in the price of the equipment and shall be the responsibility of Buyer. Option 2 The Seller shall install the machinery in a workmanlike manner and in compliance with applicable law and any regulations or other technical requirements promulgated by the Buyer. Installation shall commence on or about ___________ and shall continue until completed, which is estimated to be _____________. These dates are estimates only, and the Buyer acknowledges that technical problems may arise with respect to the installation of the machine. Option 3 Unless otherwise agreed in this Contract, the Buyer shall provide for any necessary design, engineering, setup, test and debugging of the interface between the Seller’s equipment and the machine. Unless such interfacing is included in the Contract, the Buyer remains responsible for providing the proper setup, operation, and maintenance of the machine (including the interface) regardless of location and bears the responsibility for final installation of the machine in the Buyer’s plant. Buyer shall submit a certified part print and a sufficient quantity of production grade samples of each part to be tested for System debugging and acceptance. If the Project Proposal or Contract includes the interface/startup service, the Buyer shall set the machine in place, level it, properly align it with any other interconnecting machinery, and make all basic mechanical, electrical, air and fluid power connections. All Buyer machinery furnished for such interface shall be provided at no cost to Seller, and Seller shall not be liable for any damages or costs unless caused by the negligence of Seller.

21

N. INSURANCE Option 1 The Seller shall maintain liability insurance to cover personal and property injuries that may arise in connection with performance of this Agreement, and shall maintain the required workers’ compensation insurance covering the Seller’s employees. Option 2 The Seller agrees to furnish and maintain at its own cost and expense, insurance policies under written by good and solvent insurance companies, in the amount of no less than $ ____________ for each occurrence, and protecting the Seller against claims for injury to persons or property, wrongful or accidental death. The Seller shall not violate any conditions of any of said policies, and shall at all times satisfy the requirements of the insurance companies writing said policies.

22

O. INTELLECTUAL PROPERTY

Confidentiality Option 1 “Trade Secret” shall mean any information, including but not limited to a formula, pattern, compilation, program, device, method, technique or process, regardless of whether it derives independent economic value, actual or potential, from not being generally known. “[Seller] Trade Secret” is a Trade Secret belonging to Seller. “Buyer Trade Secret” is a Trade Secret belong to Buyer. “Joint Trade Secret” shall mean any information both an [Seller] Trade Secret and a Buyer Trade Secret and not otherwise defined. [Seller] Trade Secrets and Buyer Trade Secrets may not be copyrighted, trademarked or patented by the other nor may the other copy confidential information except for backup and archival purposes. Option 2 Buyer shall keep confidential and otherwise protect from disclosure all designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns, and other goods furnished or disclosed to Buyer by Seller in connection with this order. Unless otherwise provided herein or authorized by Seller in writing, Buyer shall use such information and goods, and the features thereof, only in the performance and or purposes of this order. Upon completion or termination of this order, Buyer shall return all such information and goods to Seller or make such other disposition thereof as may be directed or approved by Seller. Option 3 All designs and data furnished by or for the benefit of Buyer in connection with the Work shall be used only to fulfill this Contract. Seller shall use all reasonable efforts not to divulge to third parties such designs or data or any secret or confidential information, knowledge or data concerning Buyer’s operations or proprietary information disclosed in the course of performance of this Contract without the written consent of Buyer; provided, however, that nothing herein shall prevent Seller from using or disclosing any information which (a) is already known to Seller at the time of its first disclosure to Seller by Buyer; (b) is already in or subsequently enters the public domain other than by violation of the terms of this Contract; or (c) is furnished or made known to Seller by any other person, firm or corporation as a matter of right.

Patent, etc. Rights

23

Option 1 The Buyer agrees not to copy nor permit anyone else to copy any equipment quoted herein or parts thereof without written approval of the Seller and that it will not knowingly, directly or indirectly, violate or infringe on or contest the validity of any patent or license rights of the Seller pertaining to any of said equipment or their mode of operation or any of the parts thereof. Seller’s name, trademark, trade names, patent numbers, and “patent pending” designations shall not be defaced or removed form the equipment, nor shall purchaser allow such matters to be defaced or removed. Option 2 The Seller, as part of consideration for this purchase order and without further cost to Buyer, hereby grants and agrees to grant Buyer, and, to the extent requested by Buyer to its customers, an irrevocable, nonexclusive royalty-free right and license to use, sell, manufacture, and cause to be manufactured products embodying any and all inventions and discoveries made, conceived, or actually reduced to practice in connection with the performance of this purchase order. Option 3 Seller shall respect all trademark, copyright, and patent rights of Buyer and shall not make, use, or sell material reflecting such rights for any purpose other than fulfillment of this order without the express permission of Buyer, Seller shall not sell or distribute or cause to be sold or distributed to anyone other than Buyer, either directly or indirectly, any goods ordered hereby which display or incorporate any of Buyer’s trademarks, copyrighted material, or patents. Option 4 Notwithstanding any other provisions of this purchase order, the placing of this order does not grant Buyer any license, express or implied, under the patents of any company other than Seller. No licenses under any patents owned by Seller are granted to Buyer except as expressly provided in writing in this order and then only to the extent necessary to perform this order.

24

P. LEGAL COMPLIANCE

General

Option 1

Seller warrants that in the performance of this contract it shall endeavor to comply with all applicable Federal, laws and rules and regulations including the Fair Labor Standards Act of 1938, as amended and the Occupational Safety and Health Act of 1970 and the standards and regulations issued thereunder, and all goods furnished hereunder will comply with said law, rules, ordinances, standards, and regulations. Option 2 The Seller warrants that the machinery, and, as applicable, its manufacture, production, license, and sale are in compliance with applicable laws, rules, and regulations. Option 3 The Seller shall comply with all applicable laws, ordinances, rules and regulations relating to or affecting the work hereunder or any part thereto, and shall secure and obtain any and all permits, licenses and consents as may be necessary in connection therewith.

Employment Discrimination

Option 1 The Seller shall comply with all applicable civil rights laws in connection with performance of this Agreement, including Title VII of the Civil Rights Act of !964, as amended, the Americans With Disabilities Act, and the Age Discrimination in Employment Act, and corresponding State and local laws that prohibit discrimination on the basis of sex, age, race, disability, color, national origin, and religion. Option 2 Buyer and Seller will not discriminate against any employee or applicant for employment on the basis of status as a disabled veteran or veteran of the Vietnam era, physical or mental disability, or race, color, religion, sex or national origin in regard to any position for which the employee or applicant for employment is qualified. Buyer and Seller will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, color, religion, sex, national origin, physical

25

or mental handicap, or status as a disabled veteran or veteran of the Vietnam era, and will otherwise comply with the equal opportunity and affirmative action requirements as set forth in Executive Order 11246 of September 24, 1965, the Vocational Rehabilitation Act of 1973 and the Vietnam Era Veterans Readjustment Assistance Act of 1974.

Comment: Be cautious about assuring compliance with State and local laws unless you are familiar with them.

26

Q. LIABILITY/INDEMNIFICATION Option 1 (a) Seller shall defend, indemnify and hold the Buyer harmless against all damages, claims or liabilities and expenses (including attorneys’ fees) in connection with third-party litigation and arising out of or resulting from any defect in the goods or services purchased hereunder, or from any negligent act or omission of the Seller, its agents, employees or subcontractors. (b) Likewise, the Buyer shall defend, indemnify, and hold the Seller harmless against all damages, claims or liabilities and expense (including attorneys’ fees) in connection with third-party litigation and arising out of or resulting from the misuse or improper use or operation of the equipment by Buyer, its employees, agents or contractors, including but not limited to the disabling or modification of any safety devices. (c) Neither party shall be liable to the other for consequential, indirect, special, incidental, or similar damages. (d) Buyer shall notify Seller in writing within ten (10) calendar days of any accident or injury involving the equipment. Option 2 If the Equipment is manufactured to Buyer’s specifications; has not been modified, altered or installed without Seller’s supervision; has been operated in conformity with Seller’s operating manuals; has not been misused, misapplied, damaged or used negligently, Buyer agrees to costs of defense, attorney’s fees, inspectors’ fees and/or testing, resulting from: (a) third party claims for personal injuries or property damage, whether direct or indirect, actual or alleged, consequential or otherwise, notwithstanding any actual or alleged defects or hazard inherent in the Equipment or negligence of Seller, its agents, employees or subcontractors, or (b) any recall, inspection, testing, replacement, or correction of the Equipment, whether required by governmental authority or otherwise or (c) the violation of any law, regulation, rule, order or restriction of any governmental authority resulting form or incident to the sale, delivery, installation and/or assembly of the Equipment, or (d) any actual or alleged infringement of any United States or foreign patent, copyright or similar common or civil law right. Option 3

27

Seller agrees to indemnify and hold harmless the Buyer from all claims and suits for money or damages to property relating thereto to injuries, including death to persons, and from all judgments recovered therefor, and from all expenses in defending such claims or suits, including court costs, attorneys’ fees, and other expenses , caused by, or arising out of the negligent act or omission of the Seller, its agents, servants, and employees while on or about the premises of the Buyer for the purposes of delivering, installing, or providing the products required under this Agreement; the negligence or wrongful acts or omission of the Seller, its agents, servants, and employees; any misrepresentation, breach of warranty, or nonfulfillment to any obligation or agreement made by to the Sell in connection with this Agreement; and any and all claims, demands, and liens for the value of goods furnished or labor performed under the Agreement.

28

R. NOTICES All written notices and correspondence shall be sent by either party to the other, in all matter dealing with this Agreement, to the following addresses: To the Seller: ____________________________ To the Buyer: ____________________________ or any other address provided prior written notice is given to the other party. Any written notice under this Contract shall be effective when actually delivered in person or three (3) days after being deposited in the U.S. mail, registered or certified, postage prepaid and addressed to the party at the address stated in this Contract or such other address as either party may designate by written notice to the other. Notices delivered by fax or email are also effective if confirmation is delivered in person or registered or certified U.S. mail with three (3) days.

29

S. PRICE/PAYMENT TERMS Option 1 Unless otherwise state in this quotation, all invoices are due and payable in cash U.S. funds within thirty (30) days from date of shipment or date of invoice or whichever is earlier. Partial shipments may be made and pro rata invoices rendered at the Seller’s option. If shipment, or any part thereof, is delayed by the Buyer, directly or indirectly, the date of completion by the Seller shall be regarded as the date of shipment and payment of the full value thereof shall be made by the Buyer within thirty (30) days. The equipment so delayed shall be held at the Buyer’s cost and risk, including the cost of insurance thereon. Option 2 a). Unless otherwise specified in this Order, all prices are final. b). A separate invoice shall be issued for each shipment. Unless otherwise specified in the Order, no invoice shall be issued prior to shipment of goods and no payment will be made prior to receipt of goods and a correct invoice. c). Credit and discount periods will be computed from the date of receipt of the correct invoice to the date the Buyer’s check is mailed. Unless freight and other charges are itemized, discounts will be taken of full amount of invoice. 35% Advance payment with receipt of formal purchase order 35% Progress payment sixty (60) days prior to scheduled shipment 20% Prior to shipment 10% Net thirty (30) days from date of shipment The price quoted is exclusive of any local, state or federal tax which may now be in effect or hereafter apply. All payments made after thirty (30) days incur a late charge of one and one-half percent (1 ½%) per month/eighteen percent (18%) per year. Refer to conditions of sale. All pricing and equipment performance figures quoted herein are based on information and product samples available to us at time of quotation. Any change in equipment specifications, terms, or physical characteristics of product before or during fabrication of the equipment quoted may result in additional charges. Option 3

30

Buyer shall pay all invoices in accordance with its standard payment terms of Net __________________. Buyer shall pay 90 percent of the contract price upon completion of the contract and 10 percent upon final acceptance. Buyer shall retain the final portion (10 percent) of the contract price pending receipt by Buyer of the “Lock Out/Tag Out” required below. Option 4 Buyer agrees to make payments on account of the contract price as follows: Initial Payments—An initial payment equal to 15 percent of the contract price is due upon execution and delivery of this Agreement. This 15 percent initial payment will be credited to this contract when progress payments equal 80 percent of the contract price. Progress Payments—On or about the ___ day of each month while the work is in progress, Seller will submit an invoice covering the portion of the contract price allocable to work, material and services provided since the middle of the preceding month. Buyer agrees to pay these invoices in full within ten (10) business days after the date of each invoice. Final Payments—When the aggregate on the Initial Payment and Progress Payments equals 95 percent of the Contract Price, no further invoices need to be paid until acceptance of the Work as defined in the Agreement. Upon acceptance, Buyer agrees to pay the remainder of the Contract Price. The final payment is contingent on any defects in material or workmanship which have been called to the attention of Seller having been corrected to the reasonable satisfaction of Buyer. Option 5 The contract price specified on the face hereof is firm, F.O. B. the Buyer’s address specified thereon, and includes packing, crating, insurance, transportation and all applicable federal, state and local taxes in effect on the date of this Purchase Order. In case of new taxes or increased rates or the repeal of taxes or the reduction of rates, the contract price shall be adjusted accordingly.

31

T. QUOTATIONS Option 1 All quotations by Seller are subject to change or withdrawal without prior notice to Purchaser unless otherwise specifically stated in the quotation. Quotations are made subject to approval by Seller of Buyer’s credit. All sales, contracts and orders become effective only if and when approved and accepted in writing by Seller by the issuance of its Order Acknowledgment form. Option 2 Any price, quantity, or condition of sale stated in any quotation is effective for thirty (30) days from date of quotation unless changed by notice. No quotation shall have any force or effect after thirty (30) days from date of quotation unless effective period of such quotation is expressly extended in writing by Seller. All orders, whether or not based upon specific quotations, are subject to acceptance by the Seller at its general offices in __________________, ____________________. Seller reserves the right to make design changes for product modernization or improvement subsequent to issuance of quotations. Catalog numbers may be supplemental with the letter “R” followed by a digit identifying the latest design revision. Option 3 Seller reserves the right to void this quotation anytime after sixty (60) days following the date it was issued. Stenographic and clerical errors are subject to correction.

32

U. REMEDIES Option 1 In addition to any remedies set forth in these terms and conditions of Sale, Seller shall be entitled to any and all remedies otherwise available to it under applicable law and remedies available to Seller shall be considered cumulative. In the event Buyer refuses or fails, for any reason, to accept any goods manufactured by Seller for Buyer, Buyer shall pay Seller for all materials consumed and labor expended to manufacture such goods, and Buyer shall also reimburse Seller for any special, incidental, or consequential damages incurred by Seller because of Buyer’s failure or refusal to accept delivery of such goods. Notwithstanding any other provision in these terms and conditions of Sale or in any other written document, Seller, if payment in full is not made by Buyer for the goods sold by Seller to Buyer, may repossess such goods by any lawful means in the event of a breach of default by Buyer in any of its obligations hereunder. Option 2 If Buyer wrongfully rejects or revokes acceptance of any goods to this agreement, including any changes, substitutions, or additions thereto, or if Buyer shall default in performance of any of the terms, covenants, and conditions of this agreement, including terms of payment, Seller may notify Buyer of its election to cancel and retain all amounts previously deposited or paid as liquidated damages, or Seller may at its option pursue all rights and remedies provided by law and/or this agreement. Option 3 The Seller, at its option, may terminate this Contract for default if any of the following Acts of Default occur; (1) the Buyer’s payments are in default; (2) the Buyer breaches any material provision of this contract; and (3) the Buyer becomes insolvent or a petition under any bankruptcy act or similar statute is filed by or against the Buyer and is not vacated within thirty days after such filing. Such termination for default shall be effective upon receipt by the Buyer of a written Notice of Termination for default issued by the Seller. Option 4 Customer shall be in default under the Contract upon the happening of any of the following events or conditions (“Events of Default”):

§ Customer fails to make any payment or any other indebtedness or obligation hereunder within fifteen (15) days after it is due and payable.

33

§ Customer fails to perform or observe any other material covenant or agreement contained in this Contract and such failure continues for thirty (30) days after written notice from Seller to Customer.

§ Any representation, warranty, certification or statement made or furnished to Seller by or on behalf of Customer proves to have been untrue in any material respect when made or furnished.

§ Customer makes an assignment for the benefit of creditors or bankruptcy, arrangement, reorganization, liquidation, insolvency, receivership or dissolution proceedings is instituted by or against Customer, and, if instituted against Customer, is consented to or is pending and not dismissed for a period of thirty (30) days. When any Event of Default by Customer has occurred, and is continuing, Seller may, at its option and without further notice, declare this Contract to be in default and exercise any or all of the following remedies:

§ Terminate this Contract upon written notice to Customer, without prejudice to any other remedy hereunder.

§ Enter upon the premises where the Equipment still subject to a security interest of Seller is located and, without notice to Customer and without legal process to the full extent permitted by law, take immediate possession of the Equipment without liability to Customer and require Customer to disassemble the Equipment and make it available to Seller at a place designated by Seller convenient to both Customer and Seller, and Seller is entitled, without posting a bond or other deposit, to obtain appropriate injunction relief for the enforcement of this provision.

§ Have all other rights, privileges, powers and remedies provided by the law and this Contract, including the right to recover its Equipment, to sell the Equipment at auction, to apply any funds (under right of setoff or other) it may hold of Customer to the outstanding balances and those other remedies provided by Article 9 of the Uniform Commercial Code as enacted in the Commonwealth of Virginia.

§ Proceed by appropriate action either at law or in equity to enforce performance by Customer of the applicable covenants of this Contract and to recover damages and expenses for breach thereof. None of Seller’s remedies under this Contract are intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available to Seller in law or in equity. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ANY AND ALL RIGHTS TO NOTICE AND TO A JUDICIAL HEARING WITH RESPECT TO

34

THE REPOSSESSION OF THE EQUIPMENT BY SELLER IN THE EVENT OF A DEFAULT HEREUNDER BY CUSTOMER. In all events, whether or not this Contract is terminated, Customer shall remain liable (i) for all damages provided by law, and (ii) for costs and expenses incurred by Seller arising from such Event of Default including, without limitation, reasonable attorney fees and expenses. Option 5 (Remedies of Buyer) Seller shall be in default if it fails to perform or observe any material covenant or agreement and the failure continues for thirty (30) days after written notice thereof from Customer to Seller. Delay in shipment shall not be deemed a material default if the delay is caused by events outside the control of Seller. When any Event of Default by Seller has occurred, and is continuing, Customer may, at its option and without further notice, declare this Contract to be in default and exercise any or all of the following remedies: Cancel or otherwise terminate this Contract. Notify Seller to disassemble and restock the equipment within sixty (60) days. In the event that Seller has shipped the Equipment prior to Delivery and post-shipment performance is part of the Contract (and not part of the Warranty), but Seller has failed to perform as required after sixty (60) days notice, Customer may take the least expensive (to Seller) of the following remedies: (a) obtain performance from someone other than Seller at Seller’s cost; (b) remove and sell the Equipment and recover from Seller the reasonable costs of such removal and sale less the proceeds of such sale, plus attorney fees not to exceed $2,000; or (c) accept from Seller the liquidated sum of the price of the post shipment Phase as provided in Exhibit B. Customer shall have no other remedy against Seller. Seller does not promise or warrant uninterrupted or error free operation of the Equipment or the System. SELLER SHALL NOT BE LIABLE FOR, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING, B~J~ NOT LIMITED TO, LOSS OF USE OR ANTICIPATED PROFITS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR STRICT LIABILITY, AS A RESULT OF THIS AGREEMENT OR ANY BREACH THEREOF. Comment: In order to effect repossession of equipment, typically the Seller must have a security interest.

35

V. SEVERABILITY Option 1 Should it be determined by any court of competent jurisdiction that any provision of this Agreement is invalid, void, or unenforceable for any reason, such provision will be severed from this Agreement and the remaining provisions shall continue in full force and effect without being impaired or invalidated, all to the end that the manifest intention of the parties shall be effectuated. Option 2 If any part, term or provision of this contract shall be held illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this contract, the validity of the remaining portions of this contract shall not be affected thereby. Option 3 If any provision of the Sales Agreement is held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions of the Sales Agreement remain in full force and effect.

36

W. SPECIAL ORDERS/CUSTOMIZATIONS Phasing A series of finite “sub”-contracts Allows risk to spread, especially in complex deals

37

X. TAXES Option 1 The price quoted is exclusive of any local, state or federal tax which may now be in effect or hereafter apply. Option 2 Purchaser agrees to pay all state or local taxes that may be payable in respect of each sale. Prices may be adjusted by Seller at any time before delivery to meet any changes in applicable taxes. Option 3 In addition to the other fees and charges due under this Agreement, Company shall pay Supplier all sales, use, and similar taxes. Option 4 Unless prohibited by law or otherwise stated to the contrary in this Contract, the Seller shall pay and has included in the price of this Contract, any federal, state or local sales tax, transportation tax, or other similar levy which is required to be imposed upon the work or items to be delivered, or by reason of their sale, or delivery.

38

Y. TECHNICAL ADVICE Option 1 All technical advice, recommendations, and services of Seller are intended for use by persons having skill, at their own risk, and Seller assumes no responsibility, and Buyer hereby waives all claims against Seller, for results obtained or damages incurred from the use of Seller’s advice, recommendations, and services. Option 2 Technical advice, recommendations, and services are rendered by Seller. While based on data believed to be reliable, they are intended for use by skilled persons at their own risk. Seller assumes no responsibility to Buyer for events resulting or damages incurred from their use. They are not to be taken as a license to operate under or intended to suggest infringement of any existing patent. Option 3 The advice of the technical staff of Seller is available to the trade at a reasonable cost, but Seller, not controlling or supervising the subsequent manufacture, fabrication, or installation of goods or their use after sale, does not warrant or guarantee such advice.

39

Z. TRAINING PMMI certified trainers

40

AA. WAIVER Option 1 No failure of Seller to insist upon strict compliance by Buyer with the terms and conditions of this acknowledgement, or to exercise any right accruing from any default of Buyer shall impair Seller’s rights in case Buyer’s default continues or in case of any subsequent default by Buyer. Waiver by Seller of any breach of contract shall not be construed as a waiver of any other existing or future breach. Option 2 No act or failure to act on the part of the Seller shall constitute a waiver by it of any of its rights or recourses hereunder. Option 3 The waiver by Seller of any term, provision, or condition hereunder must be in writing and shall not be construed to be a waiver of any other term, condition hereof, nor shall such waiver be deemed a waiver of a subsequent breach of the same condition or provision on this order or on future orders.

41

BB. WARRANTY Option 1 Seller warrants that each item of its own manufacture delivered hereunder shall, at the time of delivery and for a period of twelve (12) months thereafter, be free from defects in materials or workmanship; and if any such item shall prove to be defective in material or workmanship under normal intended usage and maintenance during the warranty period, upon examination by Seller, then Seller shall repair or replace, at its sole option, such defective item at its own expense; provided, however, that the owner shall be required to ship such defective item, freight prepaid, to the Seller’s plant in (location). The warranty on components not manufactured by Seller, but a part of the system, is limited to the warranty provided by the original manufacturer of said components to the extent, and only to the extent, that such original manufacturer actually honors such warranty. ALL WARRANTIES HEREUNDER ARE EXPRESSLY LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE ITEMS AS SET FORTH HEREIN, AND IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BY REASON OF ANY BREACH OF WARRANTY OR DEFECT IN MATERIAL OR WORKMANSHIP. SELLER SHALL NOT BE RESPONSIBLE FOR REPAIR OR REPLACEMENT OF ITEMS WHICH HAVE BEEN SUBJECTED TO NEGLECT, ACCIDENT OR IMPROPER USE, OR WHICH HAVE BEEN ALTERED BY OTHER THAN AUTHORIZED SELLER PERSONNEL. THIS WARRANTY IS IN LIEU OF OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED. Option 2 The company guarantees the equipment against mechanical imperfections and defects for a period of one (1) year from the date of installation. Its obligation under this guarantee is limited to replacing at its factory any part or parts which prove to be defective upon examination by the Company. IT IS FURTHER AGREED AND UNDERSTOOD between the parties that no further warranty or representation, oral or written, express or implied, except as above specified, has been given to the Buyer. Option 3

42

Seller guarantees the machine to perform the functions as outlined in this proposal, when supplied with correct size and condition cartons, cases or trays, uniform product, well sealed when applicable, sufficient air and electrical supply, a suitable adhesive or tape and installed under the supervision of one of the Seller’s Field Service Technicians. All equipment of the Seller’s manufacture is guaranteed against defective materials and workmanship for a period of one (1) year or 2000 hours whichever comes first, commencing at date of shipment. The Seller shall be released of all obligations under its warranty in the event the machine, as it was sold, has been subject to neglect, accident, misuse or improper operation, or if repairs or modifications are made by persons other than the Seller unless such repairs are made with the Seller’s prior written consent. Equipment purchased by the Seller from vendors will carry the vendor’s specific guarantee. If the Buyer alleges that the equipment does not operate satisfactorily within the warranty period, it shall promptly and in full detail notify the Seller; and the Seller shall be allowed a period of ninety (90) days from the date of receipt of notice in which to conduct such tests as may be required to demonstrate satisfactory performance or make such changes and corrections at the Seller’s expense. The Seller’s liability shall be limited to accepting return of such equipment FOB, the Seller’s factory refunding any amounts paid by the Buyer on account of the purchase price thereof, canceling any balance still owing on the equipment. Any machine(s) returned to or taken over by the Seller under the terms of this agreement is to be in the same condition as when shipped to the Buyer. This warranty is in lieu of all other warranties expressed or implied, including the warranties of merchantability and fitness for particular use, and no person, firm or corporation is authorized to assume for the Seller any other liability in connection with the sale of the machine or other terms of equipment. The Seller’s liability hereunder is expressly limited to the replacement of defective parts, and in no event shall the Seller be liable for loss of production or damage to materials, injury to persons or other consequential damages. Option 4 The Seller warrants that: a). The Seller has full power and authority to enter into this Agreement. b) The title to the machinery sold to the Buyer is good and its transfer rightful,

the machinery will be delivered free and clear of all liens, claims, and encumbrances.

c) The machinery, including its design and manufacture, does not infringe any

copyright, trademark, patent, trade secret, or other intellectual property or proprietary rights of any third party.

43

d) The machinery shall be new and shall conform to the specifications, drawing,

plans, instruction, samples, or other description furnished by the Seller, as well as other requirements of this Agreement.

e) The machinery shall be free from defects in design, material, and

workmanship and shall remain so for a period of ______ year(_). The Seller makes no warranty, express or implied, other that those made in this Agreement, including without limitation any implied warranty of merchantability or fitness for a particular purpose. Option 5 Seller warrants that the machinery and parts shall be free of defective workmanship or materials. Seller’s obligation under this warranty consists exclusively of repairing free of charge F.O.B. at its factory machinery or parts returned to Seller at its factory provided such machinery and parts are received by Seller within ninety (90) days after date shipment of same to Purchaser pursuant to this Agreement and are found by Seller after inspection to be defective. No other warranty, express or implied, as to description, quality, merchantability, fitness for a particular purpose or any other matter is given by Seller in connection with this sale. No course of dealing or usage of trade not expressly set forth in this paragraph shall be admissible to explain, modify or contradict this paragraph in any way. Seller shall not in any event be liable for any incidental, special and/or consequential damages resulting from any breach of warranty of this Agreement or defect in the equipment.

44

CC. FURTHER ASSURANCES Option 1 The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Contract. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Contract. All promises and covenants are mutual and dependent. Option 2 The Seller and the Buyer will promptly execute and deliver to each other such further documents and take such further action as either may reasonable request in order to more effectively carry out the intent and purpose of this Agreement.