Terms and Conditions of Sale

DELIVERY

Deliveries are subject to UniPower LLC’s ability to secure materials for the manufacture of apparatus to be supplied and are subject to delays due to strikes, fires, transportation conditions, embargoes, acts of God, or any other cause beyond our control. In cases where more than one item is placed on the same order and only one shipping date for the entire order is specified and in the absence of a specific schedule of shipments applied to each item, UniPower LLC reserves the right to ship any part of the order in advance of the shipping date and buyer shall make payment in accordance with the terms specified below.

ERRORS AND CHANGES

UniPower LLC reserves the right to correct clerical or stenographic errors or omissions; also, to make changes in design at any time without incurring any obligation to install same on units previously purchased.

SHIPMENT

Will be made f.o.b. UniPower LLC Shipping Department and in the absence of specific shipping or packing instruction, in accordance with our best judgment. UniPower LLC’s responsibility ceases (except as stated in the manufacturer’s warranty) with the delivery of the goods or products to the carrier unless other terms are expressly stated on the reverse hereof.

WARRANTY

No warranty, promise or representation as to any product sold by us nor any waiver or modification of the following terms and conditions shall be binding upon us unless reduced to writing and signed by an authorized officer. Consult the product data sheet for warranty policies on specific products. Longer term and fob job site warranties are available at extra cost. Please consult UniPower LLC for details.

CLAIMS

Claims for shortages or rejections must be made in writing within ten days after receipt. No claims shall be made against UniPower LLC for expense or loss resulting from infringement of patent in connection with the purchase, manufacture or use of the goods and products herein described and the buyer shall hold UniPower LLC harmless against any expense or loss resulting from infringements of patents or trademarks arising from compliance with buyer’s design or specifications or instructions. All equipment and technical data including instruction manuals are delivered to the buyer for the sole purpose for which they were designed. The buyer shall insure that these products shall not be used in any other manner and that technical data and instruction manuals shall be used for the sole purpose of operation, maintenance, and repair of said products. Even though patents or copyrights may or may not be applicable to these products or technical data, the buyer shall not directly, or indirectly, by granting buyer’s permission to any person or organization copy, reproduce or in any other manner take advantage of the design used in the manufacturers products or technical data.

CONDITIONS

No credit shall be allowed for returns unless UniPower LLC’s authority in writing has been first obtained. Only instruments and other products of current design in original sealed cartons will be considered for credits and when returned, a reasonable handling charge will be made to cover necessary inspection, adjustments, repacking, and clerical work. A 15% cancellation charge will be imposed on all returned standard products. Special or custom products are subject to a minimum return fee of 50%. The buyer is responsible for freight on return shipments.

TERMS

Terms are net 30 days after shipment of equipment subject to credit approval. If payment is not received within 45 days of shipment/invoice date, late fees will be charged at the rate of 1.5 percent per month, commencing 30 days after the invoice date.

TAXES

Prices are exclusive of all excise, sales, use and other applicable taxes. The buyer shall pay any manufacturer’s tax or sales tax hereafter imposed by any governmental authority, upon the goods and products herein described, or the production, sale distribution, or delivery thereof, or upon any feature of this transaction.

CANCELLATION

Cancellation of orders for special apparatus will not be accepted. Any order for standard products may not be cancelled within thirty days of the date scheduled for delivery by UniPower LLC. Otherwise the order may be cancelled in accordance with the following:

1. By mutual agreement of the buyer and seller.
2. If the items covered by the order are being purchased for ultimate delivery to the government pursuant to a government contract, or for use on a government
   contract with or without other equipment, then it is agreed that any part or all of this order may be cancelled only in accordance with the cancellation provisions of the corresponding government contract.
3. Special or custom products are subject to a minimum cancellation charge of 50%.

TITLE

Title of any goods or products sold hereunder shall remain with UniPower LLC and such goods and products shall remain personal property until all payments under terms of purchase, including deferred payments, whether evidenced by notes or otherwise, shall have been made in full in cash; and the buyer agrees not to sell, transfer or encumber any goods or products sold hereunder or do any act or enter into any transactions whatsoever which in anyway detrimentally affect the reservations of title to such goods and/or products by UniPower LLC until such goods or products have been paid for in full.

ATTORNEY’S FEES

In the event any court action or proceedings are instituted or taken by UniPower LLC to enforce or recover upon any of the terms of this sales transaction, or in the event UniPower LLC becomes a part to any such court action or proceeding by reason of its rights hereunder or the exercise of such rights, UniPower LLC shall be entitled to recover in addition to court costs and expenses incident to any such action or proceeding, its reasonable attorneys’ fees to be fixed by the court, and with respect to any such attorneys’ fees, the same shall be chargeable to and payable by the buyer who shall indemnify and hold harmless from the payment thereof and all loss, liability and obligation in connection therewith.

MISCELLANEOUS

These terms and conditions constitute the entire agreement between the parties. All other proposals and agreements, oral or written, and all previous negotiations and other communications between the parties are hereby superseded and no provisions in the Purchaser’s purchase order or other instrument will be binding or of any effect upon Seller unless specifically agreed to in writing by Seller.