Terms & Conditions

WARRANTY
The warranty period is one year after the machine qualification at the Customer’s facility, with the start date not to exceed 90 days from shipment. Only part replacement will be covered, no labor or expenses. Wear items or part touching details are not included. Commercially purchased items are covered separately by the respective manufacturer.

CANCELLATION
Orders accepted by seller may not be cancelled without the written consent of seller. Buyer must notify seller in writing of their intent to cancel. Buyer will be responsible to pay seller immediately for the products completed and the proportional expenditures determined in accordance with seller’s normal accounting practice.

Terms and Conditions of Sale

1. TERMS AND CONDITIONS:  Reference your quotation.

2. SHIPMENT: FOB: WARREN, MI
    
3. SPECIAL SHIPPING INSTRUCTIONS:
    
4. TEST PIECES FOR MACHINE RUN-OFF AT THE GCH PLANT AND MACHINE COLOR SAMPLES SHALL BE PROVIDED BY THE CUSTOMER.
    
5. TEMPORARY FILTRATION UNIT FOR MACHINE RUN-OFF AT THE GCH PLANT WILL BE PROVIDED BY GCH IF A CENTRAL FILTRATION UNIT WILL BE USED AT CUSTOMER’S FACILITY.
    
6. GCH WILL QUOTE ONE (1) SERVICE ENGINEER TO THE CUSTOMER’S PLANT FOR INSTALL
    
7. TWO (2) COPIES OF MACHINE MANUALS IN ENGLISH WILL BE SHIPPED WITH EACH MACHINE.
    
8. THIS CONTRACT IS VOID IF NOT SIGNED WITHIN THIRTY (30) DAYS AFTER PREPARATION.
    
9. SHOULD BUYER DELAY DELIVERY OF THIS ORDER OR ANY PORTION OF THIS ORDER BEYOND NINETY (90) DAYS FROM SELLER’S ACCEPTANCE, SELLER MAY, AT ITS OPTION, ADJUST THE SELLING PRICES TO THOSE IN EFFECT AT THE TIME OF SHIPMENT.
    
10. INSTALLATION OF THE EQUIPMENT WILL BE IN COMPLIANCE WITH THE TERMS SPECIFIED. WHEN NOT SPECIFIED, INSTALLATION WILL BE MADE BY BUYER AT BUYER’S EXPENSE. BUYER, AT ITS OWN EXPENSE, WILL: (a) SUPPLY FACILITIES FOR TRANSMISSION OF PUBLIC UTILITIES NECESSARY TO OPERATE THE EQUIPMENT, (b) MAKE ANY ADJUSTMENTS OR ALTERATIONS TO BUILDING, LIGHTING, OR AUXILIARY EQUIPMENT NECESSITATED BY REASON OF THE INSTALLATION OF THE EQUIPMENT OR REQUIRED BY ANY GOVERNMENT AUTHORITY, AND (c) PROVIDE ANY PLUMBING, PLUMBING MATERIAL, WORK PLATFORMS, IN-FEED OR OUTGOING GRAVITY CONVEYOR SYSTEMS AS NEEDED.
     
11. RETENTION OF TITLE: NOTWITHSTANDING ANY OTHER PROVISION HEREOF, SELLER HEREBY EXPRESSLY RESERVES TITLE TO THE EQUIPMENT SOLD UNTIL FULL PAYMENT THEREFORE IS RECEIVED BY SELLER. UNTIL SUCH PAYMENT IS RECEIVED, BUYER SHALL HOLD THE EQUIPMENT SOLD FOR THE ACCOUNT OF SELLER. BUYER UNDERTAKES TO BEAR ALL RISK OF LOSS OR DAMAGE TO THE EQUIPMENT AS OF THE DATE AND PLACE OF DELIVERY OF THE EQUIPMENT TO BUYER. BUYER SHALL MOREOVER, INSURE THE EQUIPMENT FOR THE BENEFIT OF SELLER UNTIL SUCH TIME AS FULL PAYMENT OF THE EQUIPMENT HAS BEEN RECEIVED BY SELLER. THE TERM “DELIVERY” SHALL MEAN FOB Warren, MI.
     
12. SECURITY AGREEMENT/DEFAULT/WAIVER:
    1. IF, NOTWITHSTANDING THE EXPRESS INTENT OF THE PARTIES HERETO THAT SELLER RESERVES THE TITLE TO THE EQUIPMENT SOLD UNTIL FULL PAYMENT THEREOF IS RECEIVED BY SELLER, IT IS DETERMINED FOR ANY REASON THAT THE AGREEMENT HEREBY CREATED IS ON INTENDED AS SECURITY, THEN THIS AGREEMENT SHALL CONSTITUTE A TERMS AND CONDITIONS OF SALE SECURITY AGREEMENT PURSUANT TO ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE IN WHICH BUYER GRANTS TO SELLER A PURCHASE MONEY SECURITY INTEREST IN THE EQUIPMENT SOLD BY SELLER UNDER THIS CONTRACT, ALL PROCEEDS THEREOF, AND ALL ADDITIONS AND ACCESSIONS THERETO.
        
    2. BUYER AGREES, ON THE DEMAND OF SELLER, TO DO ANY ACTS NECESSARY TO EFFECTUATE THE PROVISIONS OF THIS AGREEMENT, EXECUTE ANY WRITTEN INSTRUMENT OR STATEMENT REQUIRED BY LAW OR OTHERWISE IN ORDER TO PERFECT, CONTINUE, OR TERMINATE THE SECURITY INTEREST OF SELLER, TO RETAIN POSSESSION OF THE EQUIPMENT DURING THE EXISTENCE OF SELLER’S PURCHASE MONEY SECURITY INTEREST AND NOT SELL, ASSIGN, EXCHANGE, LOAN, DELIVER, LEASE, MORTGAGE, OR OTHERWISE DISPOSE OF SAME WITHOUT PRIOR WRITTEN CONSENT OF SELLER.
        
    3. THE FOLLOWING SHALL CONSTITUTE A DEFAULT BY BUYER: (a) FAILURE TO PAY THE BALANCE DUE WHEN DUE, (b) SUBJECTION OF THE EQUIPMENT TO LEVY OR OTHER JUDICIAL PROCESS, (c) THE LEVY, SEIZURE, OR ATTACHMENT OF THE EQUIPMENT OR ANY PART OF IT, (d) DISSOLUTION, TERMINATION OF EXISTENCE, INSOLVENCY, BUSINESS FAILURE, CESSATION OF BUSINESS OPERATIONS, APPOINTMENT OF A RECEIVER OF ANY PART OF THE PROPERTY OF ASSIGNMENT FOR THE BENEFIT OF CREDITORS BY, OR COMMENCEMENT OF A PROCEEDING UNDER ANY BANKRUPTCY OR SOLVENCY LAW BY OR AGAINST BUYER OR GUARANTOR OR SURETY FOR BUYER, (e) BREACH OF ANY OTHER TERMS AND CONDITIONS OF THIS AGREEMENT.
        
    4. UPON ANY DEFAULT BY BUYER AT THE OPTION OF SELLER, THE BALANCE DUE SECURED BY SELLER’S PURCHASE MONEY SECURITY INTEREST SHALL IMMEDIATELY BECOME DUE AND PAYABLE IN FULL WITHOUT NOTICE OR DEMAND AND SELLER SHALL HAVE ALL RIGHTS, REMEDIES, AND PRIVILEGES WITH RESPECT TO REPOSSESSION, RETENTION, AND SALE OF THE EQUIPMENT AND DISPOSITION OF THE PROCEEDS ACCORDED BY THE APPLICABLE SECTIONS OF THE UNIFORM COMMERCIAL CODE OR APPLICABLE LAW RESPECTING “DEFAULT”. UPON ANY DEFAULT AND UPON DEMAND, BUYER SHALL MAKE THE EQUIPMENT AVAILABLE TO SELLER AT THE PLACE AND TIME DESIGNATED IN THE DEMAND. BUYER SHALL REMAIN LIABLE FOR ANY DEFICIENCY RESULTING FROM A SALE OF THE EQUIPMENT AND SHALL PAY ANY SUCH DEFICIENCY FORTHWITH ON DEMAND.
        
    5. WAIVER OF OR ACQUIESCENCE IN ANY DEFAULT BY SELLER, OR FAILURE OF SELLER TO INSIST UPON STRICT PERFORMANCE BY BUYER OF ANY AGREEMENTS IN THIS AGREEMENT, SHALL NOT CONSTITUTE A WAIVER OF ANY SUBSEQUENT OR OTHER DEFAULT OR FAILURE.
        
    SELLER’S ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY CONDITIONED ON BUYER’S ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THOSE WHICH ARE DIFFERENT FROM OR IN ADDITION TO ANY TERMS AND CONDITIONS OF BUYER. SELLER HEREBY OBJECTS TO ANY TERMS AND CONDITIONS OF BUYER WHICH ARE IN ADDITION TO OR DIFFERENT FROM THOSE APPEARING HEREIN.

1. RIGHTS AND OBLIGATIONS
   1. ALL ORDERS ARE SUBJECT TO ACCEPTANCE AT SELLER’S HEADQUARTERS LOCATED AT WARREN, MICHIGAN, USA.
       
   2. BY ENTERING AN ORDER WITH SELLER, BUYER AGREES:
      1. THAT THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE INCORPORATED IN THE ORDER UNLESS OBJECTED TO IN WRITING BY BUYER WITHIN TWENTY (20) DAYS FROM THE DATE OF THIS AGREEMENT
          
      2. THAT THE SELECTION OF SELLER’S EQUIPMENT (THE “EQUIPMENT”) AND/OR ITS INSTALLATION, THE USE OF THE EQUIPMENT AND THE RESULTS OBTAINED THEREFROM, AS WELL AS USE OF OTHER PRODUCTS OR SERVICES USED IN CONJUNCTION WITH EQUIPMENT TO ACHIEVE BUYER’S INTENDED RESULTS, SHALL BE THE RESPONSIBILITY OF BUYER
          
   3. THE TERMS AND CONDITIONS SET FORTH HEREIN MAY BE MODIFIED ONLY BY A WRITING SIGNED BY AN EXECUTIVE OFFICER OF SELLER.
       
   4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY AGREEMENT BETWEEN BUYER AND ANY THIRD PARTY, SELLER SHALL NOT BE SUBJECT TO ANY PROVISIONS OF SUCH AGREEMENT UNLESS SELLER AGREES IN WRITING HERETO.
       
2. PRICE AND PAYMENT
   1. ALL PRICES AND DELIVERY CHARGES ARE SUBJECT TO CHANGE WITHOUT NOTICE. ALL ORDERS FOR DELIVERY WITHIN NINETY (90) DAYS OF ACCEPTANCE ARE ACCEPTED BY SELLER AT THE PRICES AND DELIVERY CHARGES IN EFFECT AT THE TIME OF SUCH ACCEPTANCE. PRICES AND DELIVERY CHARGES FOR ALL OTHER ORDERS SHALL BE THOSE IN EFFECT AT THE TIME OF DELIVERY TO BUYER, AS THAT TERM IS DEFINED IN PARAGRAPH 11, PAGE 1 OF TERMS AND CONDITIONS OF SALE AGREEMENT
       
   2. PAYMENT FOR MATERIALS SHIPPED BY SELLER HEREUNDER SHALL BE MADE AT THE PRINCIPAL OFFICE OF SELLER IN PLYMOUTH, MICHIGAN, IN UNITED STATES FUNDS WITHOUT EXCHANGE OR SIMILAR CHANGES UNLESS AGREED TO IN WRITING BY SELLER.
       
   3. IF BUYER FAILS TO MAKE PAYMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OR ANY COLLATERAL AGREEMENT, OR FAILS TO COMPLY WITH ANY PROVISION HEREOF, SELLER MAY, AT ITS OPTION (AND IN ADDITION TO OTHER REMEDIES), CANCEL ANY UNSHIPPED PORTION OF THIS ORDER, AND BUYER SHALL REMAIN LIABLE FOR ALL UNPAID ACCOUNTS.
       
   4. A FINANCE CHARGE WILL BE CHARGED FROM THE DATE OF INVOICE ON ALL PAST DUE ACCOUNTS AT THE MAXIMUM RATE OF INTEREST ALLOWED BY THE STATE OR OTHER JURISDICTION IN WHICH BUYER HAS ITS PRINCIPAL PLACE OF BUSINESS.
       
   5. THE TOTAL PRICE OF THE EQUIPMENT FOR EACH SHIPMENT CONSTITUTES A SEPARATE DEBT OWING TO SELLER AND SHALL BE PAID IN FULL WITHOUT RIGHT OF SET-OFF REGARDLESS OF ANY CONTROVERSY RELATING TO OTHER DELIVERED OR UNDELIVERED EQUIPMENT.
       
3. SHIPMENT AND DELIVERY
   1. SELLER SHALL SHIP THE EQUIPMENT FCA Warren, MI UNLESS OTHERWISE AGREED TO BY SELLER IN WRITING, AND SHALL NOTIFY BUYER OF APPROXIMATE SHIPMENT DATE.
       
   2. SHIPPING DATE IS SELLER’S BEST ESTIMATE, AND SHALL NOT OPERATE TO BIND SELLER TO MAKE DELIVERIES ON ANY SUCH DATE.
       
   3. SHIPMENTS MADE WITHIN THIRTY (30) DAYS AFTER SPECIFIED DELIVERY DATE SHALL CONSTITUTE TIMELY DELIVERY. DELIVERIES DELAYED BY BUYER SHALL BE AT BUYER’S SOLE RISK AND EXPENSE.
       
   4. IN ANY EVENT, SELLER SHALL NOT BE LIABLE FOR DAMAGES, CONSEQUENTIAL OR OTHERWISE, FOR ANY FAILURE OR DELAY IN DELIVERY.
       
   5. BUYER SHALL, WITHIN FORTY-EIGHT (48) HOURS AFTER RECEIPT OF THE EQUIPMENT, GIVE WRITTEN NOTICE OF ANY SHORTAGE OR DAMAGES, AS THE CASE MAY BE, TO SELLER AND TO THE DELIVERING CARRIER IN ORDER TO PERMIT THE VERIFICATION OF THE ALLEGED SHORTAGE OR DAMAGE. IN THE EVENT BUYER FAILS TO TIMELY PROVIDE SUCH NOTICE, SELLER SHALL NOT BE LIABLE FOR SUCH SHORTAGE OR DAMAGES.
       
   6. BUYER SHALL NOT RETURN ANY EQUIPMENT OR PARTS THEREOF FOR CREDIT WITHOUT SELLER’S PRIOR WRITTEN PERMISSION.
       
4. TAXES
ALL TAXES ON THE EQUIPMENT OTHER THAN INCOME TAXES RESULTING FROM THE SALE HEREUNDER SHALL BE PAID BY BUYER. BUYER AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FROM LIABILITY FOR TAXES, OTHER THAN TAXES ON NET INCOME, ASSESSED IN CONNECTION WITH THIS AGREEMENT AND THE LEGAL FEES OR COSTS INCURRED BY SELLER IN CONNECTION THEREWITH.


5. LIMITED WARRANTY—DISCLAIMER OF WARRANTIES.
   1. Seller warrants the Equipment to meet published specifications for the period of time stated in the Quote, with a start date not to exceed ninety (90) days from shipment, provided: (I) that the Equipment has not been subject to accident, misuse, abuse, neglect, deterioration by chemical action, or damage during shipping, nor been used for a purpose other than for which it was designed; (II) Buyer, within the above warranty period, provides Seller with a reasonably precise written statement of the nature of Buyer’s warranty claim; (III) Buyer preserves such Equipment for Seller’s inspection; and (IV) Buyer does not alter or attempt to repair such Equipment.
       
   2. Seller shall, in its sole discretion, repair or replace the Equipment, at Buyer’s location or onsite.
      • Labor ,travel expenses, and part shipping expenses are not covered under the Warranty.
       
   3. Parts sold by Seller but not manufactured by Seller are warranted by Seller only to the extent of the original manufacturers thereof shall provide remedy under such manufacturer’s warranty for such products.
       
   4. Seller’s warranty does not become effective until Buyer pays for the Equipment in full, unless otherwise agreed by the parties in writing.
       
   5. Seller makes no other warranty of any kind whatsoever, express or implied, and all implied warranties of merchantability and fitness for a particular use which exceeds the above obligations are hereby disclaimed by Seller and excluded.
       
   6. The sole remedy available to Buyer with respect to defects in the Equipment will be against the manufacturer under any applicable manufacturer’s warranty to the extent available to Buyer.
       
   7. TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO BUYER, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE EQUIPMENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
       
   8. IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE EQUIPMENT.
       
   9. BUYER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF BUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT TO THEM
       
   10. If Equipment is resold by Buyer, Buyer will include in its particular agreement with third-party for resale of the Equipment limitation provisions that limit recoveries in accordance with this Agreement. In case of Buyer’s failure to include in any agreement for resale the terms providing for such limitations, Buyer will indemnify and hold Seller harmless against any liability, loss, cost, damage, or expense (including reasonable attorney fees) arising out of or resulting from the failure.
        
6. PATENT INDEMNIFICATION AND TRADEMARK USAGE
BUYER SHALL DEFEND, INDEMNIFY, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DEBTS, OBLIGATIONS, OR LIABILITIES ARISING OUT OF ALLEGED INFRINGEMENT OR CONTRIBUTORY INFRINGEMENT OF LETTERS PATENT CONNECTED WITH THE MANUFACTURE, SALE, OR USE OF ANY EQUIPMENT WHICH IS MANUFACTURED PURSUANT TO A DESIGN SPECIFIED BY BUYER, ALTERED BY BUYER, OR INSTALLED IN COMBINATION WITH OTHER DEVISES OR PRODUCTS.


7. FORCE MAJEURE
DELAY IN SHIPMENT OR FAILURE OF SELLER TO FULFILL OR PERFORM ANY ORDER OR AGREEMENT SHALL BE EXCUSED BY ANY CAUSE BEYOND SUCH PARTY’S CONTROL, INCLUDING, BUT NOT LIMITED TO: SABOTAGE, FIRE, FUEL SHORTAGE, FLOOD, DIFFERENCES WITH WORKERS, RIOT, INSURRECTION, WAR, ACTS, REGULATIONS OR REQUESTS OF ANY GOVERNMENTAL AUTHORITY OR AGENCY, COMPLIANCE WITH ANY LAW, INABILITY TO OBTAIN RAW MATERIALS, INABILITY TO MEET CURRENT PRODUCT DEMAND, OR DELAYS IN TRANSIT OR DELIVERY. IN THE EVENT THAT THE OCCURRENCE OF SUCH A CONTINGENCY PREVENTS OR INTERFERES WITH SELLER’S PERFORMANCE OF ITS OBLIGATIONS (a) BUYER SHALL ACCEPT AS FULL AND COMPLETE FULFILLMENT OF ITS ORDER SUCH PORTION OF THE EQUIPMENT AS SELLER IS ABLE, UNDER THE CIRCUMSTANCES, TO PROCURE AND DELIVER IN ACCORDANCE WITH ITS OBLIGATIONS, AND (b) SELLER MAY, AT ITS OPTION, CANCEL THIS CONTRACT OR ANY PART THEREOF WITHOUT ANY LIABILITY TO BUYER RESULTING THEREFROM.


8. DAMAGES
IF BUYER CANCELS AN ORDER, OR FOR A PERIOD NINETY (90) DAYS, IS UNABLE TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT FOR ANY REASON, SELLER SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO TERMINATE THIS AGREEMENT, AND BUYER AGREES TO PAY SELLER THE PURCHASE PRICE FOR ALL EQUIPMENT PREVIOUSLY DELIVERED AND A CANCELLATION CHARGE EQUAL TO THE GREATER OF: THE COST OF THE PERCENTAGE OF COMPLETION OF THE UNDELIVERED PORTION OF THE ORDER (AS ESTIMATED BY SELLER), OR 25% OF THE LIST PRICE OF THE EQUIPMENT INCLUDED IN THE UNDELIVERED PORTION OF THE ORDER. ADDITIONALLY, BUYER SHALL PAY ANY CANCELLATION CHARGES WHICH MAY BE CHARGED BACK TO SELLER BY OTHER MANUFACTURERS.


9. GENERAL
   1. IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE IN CONFLICT WITH, OR INVALID, ILLEGAL, OR UNENFORCEABLE, UNDER ANY APPLICABLE LOCAL, STATE, FEDERAL, OR OTHER LAW, SUCH PROVISION SHALL BE OF SUCH FORCE AND EFFECT TO THE MAXIMUM EXTENT PERMISSIBLE BY SUCH JURISDICTION AND THE VALIDITY, LEGALITY, AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
       
   2. THE PROVISIONS HEREOF SHALL BE CONTROLLING, NOTWITHSTANDING ANY CONFLICTING PROVISIONS IN ANY ORDER PLACED BY BUYER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, USA, INCLUDING, WITHOUT LIMITATION, THE UNIFORM COMMERCIAL CODE AS ENACTED IN SAID JURISDICTION, TO THE EXCLUSION OF ANY RULES ON CONFLICT OF LAWS OF THE STATE OF MICHIGAN, AND THE U.N. CONVENTION ON THE INTERNATIONAL SALE OF GOODS.
       
   3. THIS AGREEMENT IS NOT ASSIGNABLE BY BUYER WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER.
       
   4. THE FORBEARANCE OR FAILURE OF SELLER TO ENFORCE ANY OF THE TERMS AND CONDITIONS OF THE CONTRACT OR TO EXERCISE ANY RIGHT ACCRUING FROM ANY DEFAULT OF BUYER SHALL NOT AFFECT OR IMPAIR SELLER’S RIGHTS IN CASE SUCH DEFAULT CONTINUES OR IN CASE OF ANY SUBSEQUENT DEFAULT OF BUYER AND SUCH FORBEARANCE OR FAILURE SHALL NOT CONSTITUTE A WAIVER OF OTHER OR FUTURE DEFAULTS OF BUYER.
       
   5. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND SELLER TO ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING THE EQUIPMENT SOLD UNDER THIS AGREEMENT WHICH IS DIFFERENT THAN THE TERMS SPECIFICALLY SET FORTH HEREIN. UNLESS AN AFFIRMATION, REPRESENTATION, OR WARRANTY MADE BY AN AGENT, EMPLOYEE, OR REPRESENTATIVE IS SPECIFICALLY INCLUDED WITHIN THIS WRITTEN AGREEMENT, SUCH AFFIRMATION, REPRESENTATION OR WARRANTY WILL NOT BE DEEMED TO BE A PART HEREOF AND SHALL NOT IN ANY WAY BE ENFORCEABLE.
       
   6. THIS WRITING IS INTENDED BY SELLER AND BUYER AS A FINAL EXPRESSION OF THEIR AGREEMENT, AND TOGETHER WITH THE ATTACHMENTS HERETO, CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THEIR AGREEMENT WITH RESPECT TO THE EQUIPMENT. THIS AGREEMENT MAY BE MODIFIED OR RESCINDED ONLY BY A WRITING SIGNED BY BOTH SELLER AND BUYER OR THEIR DULY AUTHORIZED AGENTS.
       
   7. ANY LEGAL ACTION WITH RESPECT TO A TRANSACTION CONTEMPLATED HEREIN OR IN CONNECTION WITH ANY RELATED TRANSACTION WITH SELLER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
       
10. COMPLIANCE
    1. BUYER SHALL USE AND SHALL REQUIRE ITS EMPLOYEES TO USE ALL SAFETY DEVICES, GUARDS, AND PROPER SAFE OPERATING PROCEDURES AS SPECIFIED BY SELLER FROM TIME TO TIME.
        
    2. BUYER AGREES TO INDEMNIFY AND SAVE SELLER HARMLESS FROM ANY LIABILITY OR OBLIGATION INCURRED BY SELLER TO PERSONS INJURED DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE OPERATION OF SUCH EQUIPMENT.
        
    3. BUYER SHALL NOTIFY SELLER PROMPTLY, AND IN ANY EVENT WITHIN THIRTY (30) DAYS, OF ANY ACCIDENT OR MALFUNCTION INVOLVING THE EQUIPMENT WHICH RESULTS IN PERSONAL INJURY OR DAMAGE TO PROPERTY AND SHALL COOPERATE FULLY WITH SELLER IN INVESTIGATING AND DETERMINING THE CAUSE OF SUCH ACCIDENT OR MALFUNCTION. IN THE EVENT BUYER FAILS TO GIVE SUCH NOTICE TO SELLER AND TO SO COOPERATE, BUYER AGREES TO INDEMNIFY AND SAVE SELLER HARMLESS FROM ANY CLAIMS ARISING FROM SUCH ACCIDENT OR MALFUNCTION.
        
11. INTERNATIONAL SALES
(THESE ADDITIONAL TERMS AND CONDITIONS APPLY TO EXPORT SHIPMENTS FROM THE U.S.A. ONLY.)
12. 1. BUYER SHALL, AT ITS OWN EXPENSE, OBTAIN ALL LICENSES, PERMITS, AND ANY OTHER DOCUMENTS REQUIRED FOR THE EXPORT OR IMPORT OF THE EQUIPMENT.
        
    2. SELLER RESERVES THE RIGHT TO PLACE IN STORAGE FOR BUYER’S ACCOUNT AND AT BUYER’S EXPENSE ANY EQUIPMENT NOT TIMELY SHIPPED IN ACCORDANCE WITH THE TERMS HEREOF IF SUCH DELAY IS NOT THE FAULT OF THE SELLER.
        
    3. THE SELLER RESERVES ALL RIGHTS TO ANY DRAWBACK OF U.S. CUSTOMS DUTIES, IF OBTAINABLE.
        
    4. PAYMENT OF THE INVOICE PRICE SHALL BE SECURED BY AN IRREVOCABLE LETTER OF CREDIT IN FAVOR OF SELLER CONFIRMED BY A U.S. CHARTERED BANK ACCEPTABLE TO SELLER IN THE AMOUNT SUFFICIENT TO COVER THE TOTAL PRICE, NET OF ANY ADVANCE DEPOSIT OR SUCH OTHER SECURITY ACCEPTABLE TO SELLER.
        
13. CLAIM OR CONTROVERSY
ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY BREACH THEREOF, OR THE EQUIPMENT ITSELF, SHALL BE RESOLVED IN THE CIRCUIT COURT OF WAYNE COUNTY, MICHIGAN, OR IF POSSIBLE, THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN, AT THE OPTION OF THE SELLER.