6. Agreement Changes. The Customer may request that Dealer incorporate a change to the Products or the Specifications for the
Producis by delivering a change order io Dealer; provided, however, that any such change order must be in writing and inchide
a description of the proposed change sufficient to permit Dealer to evaluate the feasibility of such change (“Change Order”).
Within fifieen (15) business days of receipt of a Change Order, Dealer will make diligent efforts to inform the Customer in
writing of the feasibility of the Change Order, the earliest possible implementation date for the Change Order, of any increase or
decrease in the Purchase Price resulting from sach Change Order, and of any effect on production scheduling or Delivery resulting
from such Change Order. Dealer shall not be Hable-to the Customer for any delay in performance or Delivery arising from any
such Change Order. A Change Order is only effective when counter-signed by Dealer’s authorized representative.
7, Cancellation‘Termination. In the event this Agreement is cancelled or terminated by a party before completion, Dealer may
charge a cancellation fee. Customer acknowledges and agrees that: 1) the Product is a unique and highly customized vehicle,
made specifically for Customer; 2) Dealer has invested a significant effort and incurred significant expense in the design and
engineering of the Product for the Customer; 3} due to its unique and customized nature, resale of the Product will be difficult to
sell to a third-party without a significant loss to the Dealer: 4) that the actual damages that Dealer will incur are unknown ai the
time of the signing of this Agreement; and 5) the parties agree that the schedule of liquidated damages as set ferth in this
Agreement are reasonable. As a result, Dealer and Customer agree thal the following charge schednle based on costs incurred
shall be applied: (a) 10% of the Purchase Price after order is accepted and entered by Dealer: (b) 20% of the Purchase Price after
completion of approval drawings, and; (c) 30% of the Purchase Price upon any material requisition. The cancellation fee will
increase accordingly as costs are incurred as the order progresses through engineering and into manufacturing.
&. Delivery, Inspection and Acceptance. (a) Delivery. Delivery of the Product is scheduled ta be within 9.5 months of the
Effective Date of this Agreement, the City of Nashua Fire & Rescue, Nashua NH. Risk of loss shall pass to Customer upon
Product for substantial conformance to the material Specifications, and inthe event of substantial non-conformance to the material
Specifications to furnish Dealer with written notice sufficient to permit Dealer ta evaluate such non-conformance (“Notice of
Defect”). Any Product not in substantial conformance to material Specifications shali be remedied by Dealer by putting the
Manufacturer on written notice of such non-conformance. In the event Dealer does not receive a Notice of non-conformance
within ten (14) business days of Delivery, Product will be deemed to be in conformance with Specifications and acéeptéd by
Customer.
%. Notice. Any required or permitted netices hereunder must be given in writing af the address of each party set forth below, or
o such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one of
he following methods: hand delivery; registered, overnight mail by a recognized overnight cartier, or certified mail, return receipt
requested, postage prepaid; or nationally-recognized private express courier:
ea
ae
Dealer: Customer:
Minuteman Fire and Rescue Apparatus, Inc. City of Nashua New Hampshire
2181 Providence Highway 70 East Hollis Street
Walpole, Massachusetts 6208) Nashua, New Hampshire 03060
Fax: 508-216-6368
anty, Any applicable manufacturer warranties are allached herelo as Exhibit B and made a part hereof. Any
additional warranties must be expressiy approved in writing by Dealer's authorized representative. Unless provided otherwise in
writing and signed by Dealer, no other warranties are provided other than the applicable manufacturer's warranties.
a. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER DEALER, ITS
AFFILIATES, SUBSIDIARIES, LICENSORS OR SUPPLIERS, THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, AGENTS OR. REPRESENTATIVES, MAKE ANY EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER OR OTHERWISE REGARDING THIS
AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS. IMPLIED OR STATUTORY. WITHOUT LIMITING THE
a
