UNITHERM TERMS AND CONDITIONS OF SALE

1. Definitions
In these conditions:
    i. “The Company” means Unitherm Food Systems, Inc.

    ii. “The Buyer” means the purchaser of goods and/or services from the Company.

    iii. “Goods” means the articles, goods, and services to which this document relates.

2. Contract
    i. These terms will apply to all sale contracts between the Company and the Buyer.

    ii. The sale contract shall be formed on the acceptance of the Buyer’s order by the issue of a sale contract from the Company.

    iii. No variation, waiver, or addition to these terms shall be valid unless previously agreed in writing by a director of the Company.

3. Quotations
    i. All quotations are valid for 10 days from the date of the quotation.

    ii. No quotation by the Company nor the publication by the Company of any other document shall place the Company under any duty or liability to the Buyer.

4. Price
    i. All prices quoted are exclusive of installation, freight, and packaging.

    ii. All export prices are FOB manufacturer and are exclusive of packaging.

    iii. All prices are exclusive of any tax of any nature, regardless of the municipality or entity by which levied.

    iv. The contract price shall be paid to the Company within 30 days of the invoice date (unless stated otherwise) and in the default of due payment, the amount outstanding shall bear interest at the rate of 11⁄2% per month.

5. Cancellation or Modification of Orders
    i. No order may be cancelled or modified by the Buyer unless requested in writing and accepted by the Company in writing.

    ii. In the event of such cancellation, the Buyer shall pay within 30 days to the Company the contract price less actual savings in material costs and labor charges as a direct result of the cancellation.

6. Delivery
    i. The delivery dates stated are only approximate, are not conditions of the sale contract, and are contingent upon the receipt of all payments due and information required to proceed with the order without delay.

    ii. No order may be delayed or rescheduled by the Buyer unless agreed to by the Company in writing.

    iii. In the event of such a delay or rescheduling, the price of the Goods shall be subject to increase, and the Buyer shall pay any storage charges or other charges required to
safeguard the Goods.

    iv. In the event of such a delay or rescheduling of the delivery date, the Buyer agrees to pay the Company’s invoices for the Goods (or, if not completed, that portion of the
Goods which is ready for delivery) as though delivery were made on the estimated date of delivery.

7. Retentions
    i. Any retention provided for in the sale contract will be due 30 days after commissioning of the Goods, if applicable, or 30 days after delivery.

    ii. In the event that the commissioning is delayed or rescheduled by the Buyer beyond the commissioning date agreed with the Company, the retention amounts will be paid by
the Buyer as though commissioning were carried out on the agreed date.

8. Warranties
    i. The Company warrants the Goods against defects in materials and workmanship for a period of twelve months from the date of delivery of the Goods.

    ii. The exclusive remedy is limited to, at the Company’s option, the repair or replacement, at the Company’s premises or the place of installation of the Goods, of any defective
parts manufactured by the Company.

    iii. This warranty covers parts only and does not cover labor, expenses nor shipping costs.

    iv. This warranty is specifically conditioned upon the following:
        a. receipt of notice from the Buyer of such defects within the warranty period,

        b. reasonable opportunity to inspect such defects,

        c. payment of purchase price or any installation payments due,

        d. the Goods having been erected, started in operation, and tested with the assistance of one of the Company’s employees,
          having been erected in conformity with erecting instructions if applicable,
          having had normal use and service for the purpose for which the Goods were designed,
          having received normal and periodic maintenance,
          having not been subjected to misuse, negligence, or accident, and
          having not been altered or repaired by anyone other than the Company’s representatives in any respect which affects its condition or         operation.

    v. The company’s obligation pursuant to this warranty against defects in materials and workmanship shall terminate if the Buyer undertakes repair or replacement of alleged defective parts without the prior written consent of the Company.

    vi. Incidental and consequential damages are expressly excluded.

    vii. The Company’s obligation shall not apply to any liabilities arising from Buyer’s negligence.

    viii. The warranty period shall not be extended by reason of the replacement or repair of defective parts pursuant to this warranty.

    ix. Warranties of merchantability or of fitness for a particular purpose or arising from a course of dealing or usage of trade are       specifically excluded, and no warranties are
expressed or implied which extend beyond the description of the equipment unless the word “guarantee” or “warranty” is used in connection therewith.

    x. Adherence of the Goods to codes or standards, whether local, national, or enacted/enforced by another entity, shall be the exclusive responsibility of the Buyer and/or Buyer’s contractor/sub-contractor.

    xi. The Company cannot be held responsible for errors in drawings or samples after they have been approved by the Buyer.

9. Buyer’s Warranties
    The Buyer shall hold the Company harmless against any loss, damage, or expense resulting from infringement of patents or trademarks arising from compliance by the Company with the Buyer’s design, specification, or installations.

10. Title
    i. The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Buyer has paid to the Company the price due under the sale contract, together with the full price of any other Goods the subject of any contract between the Company and the Buyer.

    ii. Replacement, alteration, or adaptation of any part or portion of the Goods other than by Unitherm or its authorized representative(s) shall immediately invalidate transfer of any license or implied license to the Goods or process.

    iii. License to the patented or patent pending process transfers to the Buyer only at such time as the Buyer has paid to the Company the price due under the sale contract.

    iv. Unitherm reserves the right to photograph, videotape, or record Unitherm equipment and/or process(es) in production during installation or service visits.   

11. License(s)
    i. License(s) may be independently negotiated. If not specifically negotiated, the price structure shall attribute 25 to 35 percent of the sales price to the license for the specific equipment or process(es) purchased.

    ii. License(s) shall be non-transferable.

    iii. License(s) shall be limited to the life of the machine purchased.

    iv. License(s) and cost reflected on final invoicing or by separate contract.

    v. Purchase and/or installation of any part or component of the patented equipment or process(es) from any source other than the Company will result in withdrawal of the use of the specific patented equipment or process(es), or at the Company’s discretion, a change in the cost of royalty for the right to use said equipment or process(es).

    vi. The Company may at its discretion permanently withdraw the use of the patent or patented process(es) in the event of breach of the contract for the patented equipment
and/or process(es).

12. Governing Law
    This contract shall be governed by and construed in accordance with the laws of the State of Oklahoma, and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Oklahoma courts.

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