FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY
AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR
PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED., vA Rahn MADE BY SALES REPRESENTATIVES
OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTI
b, Exclusions of Incidental and Consequential Damages. In no eveni shall Dealer be liable for consequential, incidental
or punitive damages incurred by Customer or any third party in connection with any matter arising out of or relating to this
Agreement, or the breach thereof, regardless of whether such darnages arise out of breach of warranty, tort, contract, strict
liability, statutory Hability, indemnity, whether resulting from non-delivery or from Dealer’s own negligence, or otherwise.
li. insurance. Manufacturer maintains the following limits of insurance with a carrier(s} rated A- or better by ALM, Best:
Commercial General Liability Insurance:
Products/Completed Operations Aggregate: $1,000,000
Each Occurrence: 51,060,000
Umbrelle/Excess Liability lusurance:
Aggregate: $25,000,006
Each Occurrence: $25,000,060
The Customer may request: G) manufacturer to provide the Customer with a copy ofa current Certificate of Insurance
with the coverages listed above; (y) to be included as an additional insured for Commercial General Liability (subject
io ihe terms and conditions of the applicable manufacturer insurance. policy); and (z) all policies to provide a 30 day
rotice of cancellation to the named insured,
12, Force Majeure. Dealer shall not be responsible nor oe nes to be in default on account of delays in performance due to eases
which are beyond Dealer's control which make Dealer’s performance impracticable, including but not limited to civil wars,
msurrections, strikes, riots, fires, storms, floods, other acts bFnature, explosions, earthquakes, accidents, any act of government,
delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, allocation regulations or orders
affecting materials, equipment, facilities or completed products, failure fo obtain any required license or certificates, acts of Gad
or the public enemy or terrorism, failure of transportation, epidemics, quarantine restrictions, failure of vendors (due to causes
similar to those within the scope of this clause) to perform their contracts or labor troubles causing cessatidn, slowdown, or
interruption of work,
13. Default. The occurrence of one or more of the following shall constitute a default under this Agreement: (a) the c ‘ustomer
fails to pay when due any amounts under this Agreement or to perform any of its obligations under this Agreement; (b) Dealer
fails to perform any of its obligations under this Agreement; {c) either party becomes insolvent or become subject to a ban akruptcy
or msolvency proceedings; (d) any representation made by either party to induce the other to enter into this Agreement i is false
in any material respect; (e) the Customer dissolves, merges, consolidates or transfers a substantial portion of its property to
another entity; or 4} the Customer-is in default or has breached any other contract or agreement with Dealer.
i4. Manufacturer’s Statement of Origin/Security Interest. It is agreed that the manufacturer’s statement of origin (“MSO”) for
the Product covered by this Agreement shall remain in the possession of Dealer until the entire Purchase Price has been paid.
more than one Product is covered by this Agreement, then the MSO for each individual Product shall remain in the possession
of Dealer until the Purchase Price for that Product has been paid in full. In case of any defauli in payment, Dealer may take full
possession of the Product by any lawful means and shall be entitled to any additional damages sustained by the Dealer, including,
but not limited to, reasonable attorney’s fees and costs.
13. Indernnity. To the extent permitted by law, Customer shall indemnify, defend and hold harmless Dealer arid all of its officers
directors, employees, representatives, dealers, agents and subcontractors, from and against any and all claims, casts, judgmer
hability, loss, damage, attorneys’ fees or expenses of any kind or nature whatsoever (including, bat without limitation. relath
to personal injury or death) caused by, resulting from, arising out of or occurring directly or indirectly in connection with
Customer's purchase, operation, ow nership, installation or use of any items (including, without limitation, the Apparatus} sold or
supplied by Dealer, except only to the extent caused by the sole negligence of Dealer.
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legislative act action, only such provision, ot part rthereot, so deel sted i invalid ‘shal ve affected, and all other provisions nat consistent
therewith or directly dependent thereon shall remain im force and effect.
%
i?, Independent Contractors. The relationship of the parties established under this Agreement is that of independent contractors
and neither party is a parmner, employee, agent, or joint venture of or with the other.
18. Assignment. Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior written
approval of the other party.