GENERAL. Sale of any of the products or services described or referred to in this Agreement at the quoted prices is expressly conditioned upon the terms and conditions set forth below. Any order for, or any statement of intent to purchase any such product or service, or any direction to proceed with engineering, procurement, manufacture of shipment shall constitute consent to said terms and conditions and a representation that the Buyer is solvent. Any additional or different terms and conditions set forth in any such communication from the Buyer are hereby objected to by SensorData Technologies Corp. and shall not be effective or binding unless consented to in writing by an authorized representative of the Seller.

RISK OF LOSS. Risk of loss passes to the buyer when the goods are delivered to the carrier.

TRANSPORTATION CHARGES. Shipments are f.o.b. factory, Shelby Township, Michigan, freight prepaid and added, or freight collect unless requested otherwise and agreed to by SensorData. Customer is responsible for notification in writing to SensorData within 72 hours of any loss or damage of the shipment if the shipment was made f.o.b. destination. In the absence of specific instruction, SensorData will select the carrier.

ACCEPTANCE AND REJECTION. All claims for damages, errors or shortages in goods delivered to the Buyer shall be made by the Buyer within a 10 day period after the goods are delivered to the specified shipping address. Failure to make any claim within such period shall constitute irrevocable acceptance of the goods and an agreement that they fully comply with all terms, conditions, and specifications of this agreement. Buyer’s right to revoke his acceptance shall expire after such ten day period. In order to reject or revoke acceptance of any goods, Buyer must notify Seller in writing, fully specifying all claimed defects and non-conformities. The failure to specify any defect or non-conformity shall constitute a waiver of the defect or non-conformity.

DELIVERY. Shipping dates given by Sensordata are approximate and based upon prompt receipt of all necessary information regarding the order. SensorData will use its best efforts to meet the scheduled date shown on the Order Acknowledgement, but cannot be held responsible for its failures to do so for causes beyond its control. SensorData shall in no event be responsible for loss of profits, damages incurred by the buyer to its customers or other consequential damages resulting from SensorDatas’ failure to deliver within the time specified on the Order Acknowledgement for just causes. SensorData will make every reasonable effort to advise the buyer of anticipated delays and changes.

CHANGES. The Buyer may from time to time, but only with the written consent of SensorData, elect to make change to the Order. In such change, the Buyer agrees to pay SensorData any costs and other expenses, including Engineering and all contracted commitments, incurred prior to receipt of notice of said change and those costs incurred to effect such changes. The amount will be determined by SensorData, in its discretion, by applying to the amount such costs and other expenses and SensorData’s usual rate or profit for similar work. In the event of such change, SensorData shall be entitled to revise its price and delivery schedules to reflect such changes.

CANCELLATION. In the event of cancellation, the Buyer shall be liable for the payment of reasonable cancellation charges, up to, but not to exceed, the unit retail list price of the cancelled items. Cancellation charges shall include, among other things, actual expenses already incurred by SensorData, actual liabilities against commitments incident to the Order involved, properly allowable indirect charges, and reasonable profit. No delivery delay requested by the Buyer on an Order placed under this Agreement shall be effective unless agreed to and covered in a written Amendment to Order by discretion of SensorData for a minimum 20% re-stocking fee, if done so within 30 days of original shipment from SensorData factory. Return shipping charges are the sole responsibility of the Buyer.

PRODUCT ACCEPTANCE. The criteria for acceptance of SensorData Product, including options, shall be the successful operation of the product and options using SensorData standard testing procedures applicable to the product and options involved. All acceptance tests will be performed at SensorData Factory and with SensorData personnel, unless otherwise allowed for and agreed upon by SensorData.

FIXTURES. Sensor data shall retain title to and possession of any models, patterns, fixtures, molds, jigs, and other tools made for and in connection with this contract unless otherwise agreed to in writing by Sensordata.

PROPRIETARY RIGHTS. Sensordata retains for itself all proprietary rights in and to all designs, engineering details, and other pertaining data to any product specified in the contract and to all discoveries, inventions, patent rights, etc., arising out of work done in connection with the contract or with any and all products developed as a result thereof, including the sole right of manufacture any and all products.

PRODUCT MODIFICATION. SensorData assumes the right to make substitutions and/or modifications in the specifications of equipment designed by SensorData provided that such substitutions and/or modifications will not materially affect form, fit or function of the performance intended application.

GOVERNING LAWS. All quotations are made and all orders accepted by SensorData with reference to the laws of the State of Michigan, USA. The rights and duties of all persons and the construction and effect of all provision thereof shall be governed by and construed according to the laws of that state.

Should any term or provision contained in these conditions contravene or be invalid under applicable law, the contract of which these conditions form a part shall not fail by reason thereof but shall be construed in the same manner as if such terms or provision had not appeared herein.

REGULATORY LAWS AND/OR STANDARDS. SensorData makes no promise or representation that its product will conform to any state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon for compliance in writing as a part of the contract between the Buyer and SensorData. SensorData prices do not reflect the costs of any related inspections or permits or inspection fees.

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