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da Advanced Burner Technologies CONFIDENTIAL AND PROPRIETARY 3. Taxes. Pricing does not include any federal, state, or local sales, use, property, excise, or other similar taxes applicable to or imposed upon the equipment in this proposal. Taxes are the responsibility of the Purchaser. Any taxes required to be paid by the Seller shall be added to the pricing and paid to the Seller by the Purchaser, or in lieu thereof Buyer shall provide Seller with a tax exemption certificate acceptable to all applicable taxing authorities. Without limiting any other provisions herein, the obligations in this Section 3 shall survive Buyer's payment. 4. Governing Law. The rights and obligations of Purchaser and Seller shall be construed in accordance with and governed by the laws of the State of Alabama without regard to principles of conflicts of law. 5. Delivery and Delas. Scheduled delivery 12 weeks from date PO received with Liquidated damages in the amount of one percent(1%)of the total PO per week thereafter. 6. Payment. Payment shall be due and payable in U.S. dollars per the quotation(Net 30). Payments shall be made based upon the following progress: a. 25%Upon Release of Purchase Order(Invoiced at Receipt of PO) b. 25%Upon Issuance of Shop Drawings and Design Data Submittals(Invoiced at Submittal) c. 50%Upon Delivery to Project Site(Invoiced at Shipment) 7. Cancellation. Purchaser may cancel his order only upon written notice and payment to Seller of all losses and expenses, including but not limited to lost profits for the order. Seiler may cancel this order if(a) Buyer's payments are in default on this or any other order, or Buyer breaches any other material provision hereunder, (b) substantial changes occur in the availability of raw materials or components provided by third party vendors, (c) events beyond Seller's reasonable control as specified in Paragraph 5 make it impossible to secure shipment, (d)Buyer becomes insolvent or is the subject of the filing of a bankruptcy petition, or makes an assignment for the benefit of creditors or fails to pay its debts as they come due, or (e) Seller has reasonable belief that Buyer is insolvent or will not pay in accordance with the terms herein. 8. Withdrawal of Quotations. Seller reserves the right to withdraw any/all quotations. 9. Changes in Work. If Purchaser finds it necessary to make changes in the Work, Seller and Purchaser will mutually agree upon price impact whether higher or lower, before the Seller makes such changes. Seller reserves the right to make product and design changes in goods ordered which will not adversely affect form, fit or function requirements, with notification to or price approval by Buyer. All changes requested by Buyer in the process or design of goods are subject to written approval by Seller and to reasonable changes in delivery and price as Seller determines is necessitated thereby. 10. Warrantv. Provided the product is installed as specified by Seller, maintained per Seller's instructions, and operated strictly within Seller's performance specifications, the Seller warrants that the Equipment shall be free from defects in material and workmanship for a period of twelve (12) months from the date of successful commissioning and startup or eighteen (18) months from delivery to site and provided Purchaser shall, within such period, notify the Seller in writing of such defect(s) and fully cooperate with Seller in pursuing the remedy. Seller's sole obligation under this warranty shall be limited to, at Seller's option, correcting such defects either by suitable repair to equipment or parts or by furnishing replacement equipment or parts, FOB ORIGIN. a. Seller has the right to validate defects by inspection and to verify that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper installation, or unauthorized repair. All replaced parts shall become the property of Seller. Expendable parts, such as lubricants, fuses, filters, motor brushes, lamps, etc are excluded from this warranty. If the repair work is performed at the Buyer's facility, the Buyer is responsible for all travel, lodging and car rental expenses. Page 12 of 14 Documents/Quotations/2010.203.002AM