A.        TERMS

C. Davis Systems will begin work on this project upon receipt of a purchase order and 50% down. 40% due upon acceptance of this system at C. Davis Systems facility per the criteria of this quotation. The system will be shipped upon receipt of this payment. The final 10% is due upon delivery to customer.

Change orders will be expeditiously quoted for cost and time required. Should the accumulative change orders extend the completion date more than 30 days, the second 40% become due 30 days from original date.

B.        DELIVERY

Times for delivery shall be regarded as estimated only and the Buyer accepting these Terms and

Conditions shall be deemed by said acceptance to have waived any damages arising out of any delay for any reason.

C.        F.O.B. POINT AND SHIPPING CHARGES

All items are quoted F.O. B. origin. To maintain warranty, C. Davis Systems may stipulate the type of shipment, i.e. air ride, special precautions, etc.

D.  PRICING AND TERMS OF QUOTATION

This quotation shall remain valid for two (2) months This quotation is not subject to partial acceptance without express consent of C. Davis Systems.

This quotation shall be deemed an offer to sell subject exclusively to the terms and conditions herein stated. Any additional terms appearing in buyers purchase order or elsewhere shall be create a binding contract.

State sales tax is collected if state tax applies. If Exemption Certificate is required.

E.        SYSTEM ACCEPTANCE

A functional demonstration of the system’s ability to perform in accordance with this quote will be held at C. Davis Systems with customer’s personnel present. Successful completion of this functional demonstration shall constitute acceptance of the system at C. Davis Systems. After training (if any) and receipt of second payment, the system is shipped to customer.

Buyer will supply adequate quantities of suitably packaged tryout and run-off components to C. Davis Systems. The items furnished shall conform to the required dimensional tolerances. “Dummy” parts (i.e. non-functional but physically conforming) are acceptable. Where assembly problems are detected, and component tolerance problems are suspected, C. Davis Systems may elect to perform component dimensional inspections. If non- –conforming components are found to be the source of the problem, the buyer agrees to pay reasonable charges related to the detection of the problem and the inspection of the components. Components used for tryout and run-off purposes (and any assemblies produced) will be returned to the Buyer in “as is” condition. C. Davis Systems assumes no obligation for reworking or otherwise correcting any flaws in such assemblies so as to return usable product, nor will C. Davis Systems be obligated to disassemble full or partial assemblies for the purpose of re-using items in the tryout and run-off process or otherwise. C. Davis Systems will exercise reasonable care in accounting for any components specifically identified as being especially valuable, however, C. Davis Systems assumes no liability whatsoever for lost or damaged tryout or run-off components.

F. TRAINING

Unless otherwise stated, training for this system is not included.

G.        INSTALLATION

Davis Systems will provide instructions on the leveling, plumbing and wiring of the machine. Unless otherwise stated, price quotations do not include any materials or services subsequent to shipment such as, but not limited to, mounting, factory or site preparation, or installation of any nature.

H.        EQUIPMENT WARRANTY

C. Davis Systems warrants the equipment shall be free from defects in workmanship and material for twelve months after date of acceptance and start-up, provided acceptance and start-up is within thirty (30) days of shipment.  If not, the twelve months warranty begins at date of receipt of equipment.  C. Davis Systems shall, if given prompt notice by Buyer, repair, replace or modify the defective part. All parts are subject to the following:

Repairs or replacements pursuant to warranty shall not renew or extend the original equipment warranty period, however, any such repairs or replacements shall be warranted for the time remaining for the original period.

C. Davis Systems‘s repair or replacement hereunder shall be exclusive of any removal or installation costs, freight or insurance.

I.          SOFTWARE WARRANTY

Except as otherwise provided in any software license agreement between C. Davis Systems and Buyer, C. Davis Systems makes no warranty whatsoever, including but not limited to implied warranties of merchant ability and fitness for a particular purpose, with respect to software and related intangibles.

J.       CONDITIONS OF WARRANTY

This warranty shall not apply to any equipment or parts:

1.         Which have been improperly installed, repaired or altered.

2.         Which have been subjected to misuse, negligence or accident.

3.         Which have been used in a manner contrary to C. Davis Systems operating and maintenance procedures.

4.         When unqualified/untrained personnel operate or maintain it.

THE ABOVE WARRANTIES AND REMEDIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, SPECIFICATIONS, WARRANTIES AND REMEDIES EITHER EXPRESSED OR IMPLIED OR WHICH MIGHT ARISE UNDER LAW OR EQUITY OR CUSTOM OR TRADE INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANT ABILITY AND OF FITNESS FOR A SPECIFIED OR INTENDED PURPOSE. THE REMEDY SPECIFIED REPRESENTS THE SOLE LIABILITY OF C. DAVIS SYSTEMS AND THE SOLE REMEDY OF BUYER WITH RESPECT TO OR ARISING OUT OF THE EQUIPMENT OR SERVICES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE.

K.        LIMITATIONS ON RIGHT TO USE SOFTWARE

C. Davis Systems owns and has all rights to certain proprietary computer software. As part of the sale made hereunder, Buyer obtains a limited right to use certain proprietary software identified in C. Davis Systems proposal, subject to the following:

1.         The proprietary software may be used only in conjunction with the C. Davis Systems equipment.

2.         The proprietary software is to be kept confidential.

3.         The proprietary software shall not be copied, reverse engineered, or modified.

4.         Buyer’s right to use the proprietary software shall become effective upon delivery and shall continue until Buyer no longer uses the related equipment or until otherwise terminated hereunder.

5.         The rights to use the proprietary software are non-exclusive, and are non-transferable, except with the prior written consent of C. Davis Systems.

L.        PROPRIETARY STATEMENT

This proposal may not be duplicated without the written permission of C. Davis Systems.  The ideas and concepts contained herein are proprietary, and classified as confidential.

M.       CONDITIONS

The price and terms of this quotation are not subject to verbal changes or other agreement unless submitted in writing and agreed to by C. Davis Systems. The quotation is contingent upon strikes, accidents, fires, availability of materials, equipment and all other causes beyond C. Davis Systems control. The quote is based upon costs and conditions existing at the time of submission of the quote. 

In view of the variances involved in individual productivity rates and other operating conditions outside of C. Davis Systems control, any statement in this or other related documents relating to production capacities are estimates only based on normal operating conditions current in United States industries. Accordingly C. Davis Systems makes no warranties expressed or implied with respect to said productivity levels unless specifically stated otherwise

N.   CHANGE ORDERS

A change order is a written order to C. Davis Systems signed by CUSTOMER authorizing a change in the Project or an adjustment in the Contract Sum or the Project Schedule. The Contract Sum or the Project Schedule on the Project

Work may be changed only by a change order. A change order signed by C. Davis Systems constitutes its agreement to such change, including the adjustment in the contract sum or the Project Schedule unless expressly reserved or left open. C. Davis Systems shall, upon request, promptly provide quotation with drawings, designs and/or specifications to permit CUSTOMER to evaluate the cost of such a change.

Any change requested by CUSTOMER to the product design or specification must be submitted in writing and will become effective only upon full execution of written change order.

O.  TERMINATION OF PURCHASE ORDER

If Purchase Order is terminated for any reason, the Buyer will pay all costs incurred up to termination date when accompanied by substantiating documentation.

P.  ENTIRE AGREEMENT

No modifications to these terms and conditions shall be binding on C. Davis Systems unless in writing and signed by an authorized representative of C. Davis Systems.