1. Unless otherwise specifically agreed, the purchase price is due:
100% payable by the Purchaser to the Seller in certified funds within
30 days of delivery of the Equipment. Unless specifically itemized, supply items are NOT included.
2. All sales and use taxes arising from the transaction are to be paid by the Purchaser or Purchaser will furnish to Seller an appropriate exemption certificate. Purchaser will indemnify and hold Seller harmless from and against any liability for such sales, use or other taxes arising from the transaction.
3. Seller warrants to Purchaser:
a. Seller, is or at the time of delivery of the Equipment will be the lawful owner of the Equipment free and clear of all liens and encumbrances of every kind and matter. Upon written request, Seller will supply Purchaser a Bill of Sale evidencing such title and warranty.
b. Seller has, or at the time of delivery of the Equipment, will have full right, power and authority to sell the Equipment.
c. Unless otherwise specifically agreed, at the time of delivery the Equipment will be eligible (according to the manufacturer's normal policies) for the manufacturer's standard maintenance contract.
d. Seller's liability shall not in any event exceed the contract price for any malfunctioning or nonfunctioning item of the Equipment.
4. Purchaser must put the Equipment under manufacturer's maintenance prior to operating.
5. Upon delivery of the Equipment all risk of loss shall pass to Purchaser without regard to: (a) which party is obligated to pay for the cost of transportation and (b) any obligation of Seller to pay for insurance during transportation.
6. Unless otherwise specifically agreed, Seller has no obligation to insure the Equipment for Purchaser's benefit during transportation; and Purchaser shall be obliged to so insure.
7. Purchaser expressly waives any claim against Seller based upon any infringement or alleged infringement of any patent with respect to the Equipment.
8. THE EXPRESS WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER MAKES NO WARRANTY AS TO THE CONDITION BEYOND THAT DESCRIBED IN PARAGRAPH 3.
9. Seller shall have no liability for any failure or delay in furnishing the Equipment due to any cause beyond Seller's control, including without limitation, fire, explosion, earthquake, storm, lightning, Act of God, war, civil disturbance, governmental acts, labor difficulties or delay of carriers; provided, however, that upon the occurrence of any event which results in failures or delay in furnishing the Equipment pursuant to the delivery date specified in the contract between the parties, the Purchaser may, by written notice given prior to delivery of Equipment by the Purchaser, cancel the contract and upon such cancellation all deposits made shall be returned. A failure of Seller to acquire title to or possession of the Equipment which is the subject of the contract between the parties is not an excusable failure hereunder.
10. Unless otherwise specifically agreed the description of the Equipment as set forth in the contract between the parties shall be deemed to include: all maintenance records, schematics, logic books, I.R. books, manuals, cables, kick plates, test decks; form stands, terminators, diagnostics and microfiche necessary for the installation, maintenance and operation of the Equipment; provided, however, that Seller shall not be obligated to deliver any of the foregoing if (i) any of them are not made generally available by the manufacturer or (II) the right to transfer any of the foregoing is limited by the manufacturer.
11. Transportation charges that are invoiced separately are an integral part of this agreement unless otherwise specified.
12. In no event shall either party be liable to the other for consequential damages.
13. As used herein the phrase "delivery of the Equipment" means delivery to buyer's location or carrier as specified.
14. BUYER hereby grants SELLER a purchase money security interest in the equipment, and the proceeds thereof, to secure payment of the sales price.
15. Purchaser has 10 business days to open boxes, inspect Equipment and notify Argecy of any problems or discrepancies.
16. Contract is payable within 30 days of delivery. Late charges of 1.5% per month of balance due will be charged for overdue payments.
17 This agreement including all matters of construction, validity, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Michigan.
18. All sales are final. A minimum restock fee of 25% applies to all unclaimed or returned items.
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