PLEASE NOTE GROUNDWORK IS AN AUTHORIZED DEALER ON BEHALF OF THIS NAMED PRODUCT. PLEASE CHECK THE SPECIFICATIONS ON THE PURCHASE TO ENSURE IT MEETS YOUR NEEDS. 

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1. GENERAL
 These terms and conditions, together with: (a) any specifications, product sheets, invoices, operating manuals or other documents as are expressly incorporated by reference by Seller, and (b) the Incoterms 2010 rule described below, are the complete and exclusive terms and conditions applicable to the agreement (the “Agreement”) between Buyer and Groundwork (“Seller”) in connection with the supply of equipment, parts, information and related items (“Goods”). They apply to the Buyer’s order, regardless of any language to the contrary appearing on Buyer’s purchasing documents. Seller’s acceptance of Buyer’s order is conditioned upon Buyer’s assent to these terms and conditions. Seller is not bound by Buyer’s terms and conditions unless expressly agreed to in writing. In the absence of written acceptance of this Agreement by Buyer, either acceptance of, or payment for, the Goods will constitute the Buyer’s acceptance.

2. PRICE The price payable for the Goods shall be as indicated on invoices provided by Seller to Buyer. Except as expressly agreed by Seller in writing, all prices are: (a) based on US dollars, (b) exclusive of applicable sales taxes and other duties, which shall be charged in addition at the prevailing rate.

3. TERMS OF PAYMENT Buyer will pay a non-refundable deposit of 30% of the total price, promptly upon confirmation of the order. Buyer will pay the remaining 70% of the total price promptly upon notice from Seller that the Goods are ready for shipment from their point of origin. Buyer will make all payments by electronic bank transfer by the due date into the account specified in Seller’s invoice. Letters of credit will only be accepted with Seller’s prior written consent and will be subject to a 1% surcharge. Buyer shall make payment without any deduction or set off whatsoever. If in the judgment of Seller, the financial condition of Buyer, at any time after an order is placed, does not justify continuing the manufacture or procurement of the Goods or the terms of payment specified, Seller may require full payment in advance. In the event of Buyer’s bankruptcy or insolvency or in the event any proceeding is brought against Buyer, voluntarily or involuntarily, under bankruptcy or insolvency laws, Seller may cancel any order then outstanding and shall receive reimbursement for its proper cancellation charges and expenses. Interest is payable on overdue amounts from the due date, at the rate of 1.5% per month, calculated and payable monthly. For purposes of interest accrual, Seller is not required to give formal notice of late payment. Payment of interest does not release Buyer from its obligation to make payments when due.

4. DELIVERY
 Except as expressly stated by Seller in an invoice or otherwise agreed by Seller in writing, Seller shall make delivery subject to Incoterms 2010 rule CIF (Cost Insurance Freight). Delivery dates are approximate and may be reasonably extended by Seller. Seller shall bear no cost or liability whatsoever in connection with delays in delivery.

5. INSPECTION AND NOTICE OF DEFECT 
On receipt of the Goods, Buyer will inspect them for possible damage, obvious defects and for completeness. In the case of transportation damage, such damage will be noted by Buyer in detail on the consignment note and reported immediately to Seller and the transportation provider. Buyer must report missing parts or wrong shipments to Seller within 2 weeks of delivery.

6. CANCELLATION AND CHANGE ORDERS
 Buyer may not cancel or change its order without Seller’s written consent. Buyer must promptly pay all of Seller’s cancellation and change costs, such amounts to be agreed and paid prior to Seller’s consent.

7. TERMINATION
 Seller may terminate this Agreement upon immediate written notice to Buyer if Buyer: (a) fails to cure a default in payment or other material default within 14 days after receipt of written demand, or (b) ceases to function as a going concern, or makes an assignment for the benefit of creditors or any proceeding under any bankruptcy, receivership or insolvency laws is instituted by or against the Buyer, or the liquidation, dissolution, merger or consolidation of the Buyer occurs, or a receiver or trustee for the Buyer or any of its assets or property is appointed or applied for. Termination will not release or affect, and this Agreement will remain fully operative as to, any obligations or liabilities incurred by the Buyer prior to the effective date of such termination.

8. MANUFACTURER’S WARRANTY
 Buyer shall receive the benefit of any manufacturer’s warranty against defects in parts and workmanship to the extent one is given in connection with the Goods. The manufacturer’s warranty (if any) shall operate directly between the manufacturer and Buyer for a period of no more than 12 months from the date of delivery. Buyer must resolve warranty claims directly with the manufacturer of the Goods. THE MANUFACTURER’S WARRANTY (IF ANY): (A) SHALL NOT APPLY TO GOODS THAT HAVE BEEN ALTERED AFTER DELIVERY FROM THEIR ORIGINAL DESIGN OR USED IN NON-CONFORMANCE WITH THE OPERATING MANUAL; AND (B) SHALL NOT COVER NORMAL WEAR, MAINTENANCE OR ADJUSTMENT, DAMAGE OR MALFUNCTION CAUSED BY IMPROPER HANDLING, INSTALLATION, ABUSE, MISUSE, NEGLIGENCE, OR CARELESS OPERATION. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NO OTHER WARRANTY, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) HAS BEEN MADE OR EXISTS.  WITHOUT LIMITING THE FOREGOING, EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER: (A) UNDERTAKES NO RESPONSIBILITY FOR THE QUALITY OR PERFORMANCE OF THE GOODS; (B) ASSUMES NO RESPONSIBILITY THAT THE GOODS WILL BE FIT FOR ANY PARTICULAR APPLICATION.

9. LIMITATION OF LIABILITY 
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT WILL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS), NOR WILL SELLER’S LIABILITY FOR ANY CLAIMS ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE GOODS EXCEED THE PRICE PAID FOR SUCH GOODS. ALL CLAIMS OR SUITS AGAINST SELLER MUST BE MADE WITHIN ONE YEAR OF THE DATE THE CAUSE OF ACTION ACCRUED (REGARDLESS OF WHEN THEY WERE DISCOVERED) OR BE FOREVER BARRED. SELLER’S OWNERS, OFFICERS AND EMPLOYEES SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, THE GOODS OR THEIR USE. THE PROVISIONS OF THIS CLAUSE 9 WILL APPLY TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.

10. GENERAL INDEMNIFICATION
 If Seller is made a party to any proceeding, action or arbitration, on the basis of breach of warranty, negligence, strict liability or other tort, by Buyer, or any persons deriving title from Buyer, or any insurer, or any other third party, unless it shall be determined that Seller was solely negligent, then Buyer will indemnify and hold Seller harmless for all damages, costs and expenses in connection with such proceeding, action or arbitration, including reasonable attorneys fees.

11. BUYER’S DISCLAIMER Buyer hereby disclaims any right to rescind or cancel the Agreement or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made by Seller. Buyer acknowledges that it is purchasing and will operate the Goods relying solely on Buyer’s skill and judgment.

12. OWNERSHIP AND LIEN All rights, title and interest in the Goods shall remain the exclusive property of Seller until Seller receives full payment of the purchase price. Where Seller has not received or been tendered the whole of the price, Seller shall have: (a) a lien on the Goods; (b) a right to stop the Goods in transit whether or not delivery has been made or ownership has passed; (c) the right to repossess them; and (d) a right of resale. The Seller’s lien shall continue despite the commencement of proceedings or judgment against Buyer having been obtained.

13. MISCELLANEOUS
 The laws of the State of Delaware shall govern this Agreement and the Courts of the State of Delaware shall have exclusive jurisdiction and venue over all disputes. This Agreement supersedes all prior written or oral agreements with respect to its subject matter. The invalidity of any part of this Agreement will not affect the validity of the remaining provisions. No provision of the Agreement may be waived, deleted or modified in any manner, except pursuant to a written agreement between the parties. All provisions of the Agreement that by their nature generally would be construed as surviving a termination of the Agreement, shall survive the expiration, cancellation or termination of this Agreement.