Terms and Conditions

Terms and Conditions

Terms and Conditions

SEYMOUR Advanced Technologies LLC

 

Proposals and Sales

1.         GENERAL

a.       SEYMOUR Advanced Technologies is a custom machinery manufacturer, value-added designer and manufacturing process consultant. These General Terms and Conditions of Sale (Terms and Conditions) of SEYMOUR Advanced Technologies, a North Carolina corporation, and affiliates (PROVIDER) shall apply to all proposals and sales.

b.       These Terms and Conditions are subject to any additional terms contained in any agreement, statement of work, amendment, addendum or other writing signed by PROVIDER and each such writing, Terms and Conditions are collectively referred to as “AGREEMENT”, is deemed to incorporate these Terms and Conditions as if fully set forth therein. All orders are subject to approval by PROVIDER at its corporate headquarters in Denver, North Carolina. Any amendment, waiver or other alteration by PROVIDER shall be effective only if made in writing signed by a designated executive officer or director of PROVIDER.

c.       AGREEMENT: notwithstanding any differences or additional terms or conditions contained in CLIENT’s purchase order or other communication, PROVIDER accepts CLIENT’s order only on the condition that CLIENT expressly accepts and assents to the terms and conditions contained in this AGREEMENT. In the absence of CLIENT’s acceptance hereof, PROVIDER’s commencement of performance or PROVIDER’s acknowledgment of CLIENT’s purchase order, shall be for CLIENT’s convenience only and shall not be construed as PROVIDER’s acceptance of any of CLIENT’s terms. Any confirmation by CLIENT that states different or additional terms shall operate as an acceptance of these terms, but PROVIDER hereby objects to and rejects such differences or additional terms, and any such different or additional terms shall be deemed to be material alterations and notice of objection to them is hereby given. In addition, CLIENT’s acceptance of any PRODUCTS shall be deemed to be acceptance of all of the terms and conditions stated in this AGREEMENT. PROVIDER hereby objects to any additional, contradictory or different terms contained in any initial or subsequent order or communication from CLIENT pertaining to the PRODUCTS, including, but not limited to, any indemnification or compliance warranty provisions. Any notice by CLIENT objecting to these terms must be in a writing separate from any form purchase order. PROVIDER’s failure to object expressly to provisions contained in any communication from CLIENT shall not be deemed a waiver of the provisions contained in this AGREEMENT.

d.       SUPPLIER(S): all PROVIDER’s manufacturers (including original equipment manufacturers), suppliers, vendors, SERVICES PROVIDERs and/or licensors are collectively referred to as “SUPPLIERS” and individually as a “SUPPLIER”.

 

2.        ComponeNts for PropoSAl and sale

a.       ITEMS: all manufacturer, supplier, vendor, service provider or licensor goods, services or product(s) distributed or resold by PROVIDER, including but not limited to, custom machinery, equipment (using hardware and/or software), software, illustrations, media, consulting services, installation services, support and/or maintenance services, engineering and any other third-party service(s), including any manufacturer’s customization and/or alterations to its PRODUCTS.

b.       SERVICES: all value-added services performed to CLIENT’s specifications by PROVIDER or its subcontractors on ITEMS, including but not limited to, installation, assembly, programming.

c.       PRODUCTS: all ITEMS sold to CLIENT with value-added PROVIDER SERVICES are collectively referred to as “PRODUCTS”.

3.        WARRANTY:

a.       Any PRODUCTS or ITEMS covered by PROVIDER’s quotation and manufactured by the PROVIDER or to PROVIDER’s specification which, under normal operating circumstances in the plant of the original CLIENT thereof, proves malfunctioning  within one (1) calendar year from the date of shipment from SEYMOUR Advanced Technologies’s plant (as determined by an inspection by SEYMOUR Advanced Technologies) will be repaired or replaced at SEYMOUR Advanced Technologies’s option, free of charge, freight on board (F.O.B.) SEYMOUR Advanced Technologies, provided that CLIENT promptly sends to SEYMOUR Advanced Technologies notice of the malfunction and establishes that the PRODUCTS has been properly installed, maintained and operated within the limits of rated and regular usage. This obligation of SEYMOUR Advanced Technologies, as it relates to numerically controlled console units, applies only if the user has in his employ qualified maintenance personnel.

b.       The terms of this warranty do not in any way extend to any PRODUCTS or ITEMS thereof covered by SEYMOUR Advanced Technologies’s quotation which has a life under normal usage, inherently shorter than one (1) calendar year period indicated above. Purchased ITEMS: including but not limited to: clutches, bearings, motors, pumps, supplies, software materials, and other purchased ITEMS will be warranted only to the extent that they are warranted by the manufacturers thereof. Expendable ITEMS such as bulbs, filters, fuses, inserts, etc. are excluded and no warranty applies.

c.       SEYMOUR Advanced Technologies assigns and passes through to the CLIENT (to the extent that they are assignable) the manufacturer’s warranties.

d.       Repair or replacement ITEMS manufactured and furnished by SEYMOUR Advanced Technologies which, under normal operating conditions in the plant of the original CLIENT thereof proves malfunctioning in workmanship or material within ninety (90) calendar days from the date of shipment from SEYMOUR Advanced Technologies’s factory (as determined by an inspection by SEYMOUR Advanced Technologies) will be repaired or replaced at PROVIDER’s option free of charge, F.O.B. SEYMOUR Advanced Technologies’s factory, provided that CLIENT promptly sends to SEYMOUR Advanced Technologies notice of the defect and establishes that the PRODUCTS has been properly installed, maintained and operated within the limits of rated and regular usage.

e.       Repair or replacement ITEMS furnished for a machine during the machine warranty period will be repaired or replaced in accordance with the condition outlined in the WARRANTY section (c) for a period within ninety (90) calendar days from the date of shipment or until the expiration of the machine warranty, whichever is greater. The warranty set forth in this paragraph, with respect to repair or replacement of malfunctioning ITEMS, and any such additional warranty or representation expressly made an ITEMS of PROVIDER’s proposal are in Lieu of all other warranties expressed or implied, including any implied warranty of merchantability.

4.       SHIPPING SCHEDULE:

a.       Calculated from the date of acknowledgment of the order and receipt of the down payment when required. In the case of individual ITEMS, shipment will be scheduled from the date PROVIDER receives complete information and approval from CLIENT necessary to proceed with design and manufacture and the down payment as required by the Payment Terms:

b.       The shipping date specified is:

c.       Subject to any changes that may be caused by procedures or priorities which may be set up by any Government or any of its agencies having jurisdiction.

d.       Subject to change caused by modifications of specifications or terms mutually agreed upon in writing after order acceptance.

e.       PROVIDER shall have no liability for loss or damage resulting from a delay in scheduled delivery caused by war, riots, strikes, labor disputes, fires, serious accidents, delays in receipt of ITEMS or materials from suppliers or subcontractors, design or engineering problems, natural disasters, delay in shipping ITEMS needed by PROVIDER to test or complete CLIENT’s order, or any other circumstances beyond PROVIDER’s control.

f.        Under no circumstances shall PROVIDER have any liability whatsoever for loss of use or for any indirect or consequential damages due to delay in scheduled delivery.

5.        CANCELLATION:

a.       Following acceptance by PROVIDER, this order may not be canceled without the written consent of the PROVIDER.

b.       PROVIDER shall have the absolute right to cancel and refuse to complete this order, together or in combination with the following statement(s):

                                                   i.      If at any time all terms and conditions governing this order (including any requirement in progress payments) are not strictly complied with by the CLIENT, and/or

                                                 ii.      If at any time the CLIENT becomes bankrupt or insolvent.

c.       In the event of cancellation by PROVIDER as above set forth or of a request by the CLIENT to stop work or cancel the whole or any ITEMS of an order, the CLIENT shall make payments to the PROVIDER as follows:

                                                   i.      Any and all work that can be completed within thirty (30) calendar days from the date of notification to stop work on account of cancellation shall be completed, shipped, and paid for in full.

                                                 ii.      For work in progress and any materials and supplies procured or for which definite commitments have been made by PROVIDER in connection with the order, the CLIENT shall pay the PROVIDER the actual costs and overhead expenses determined in accordance with generally accepted accounting practice plus 15% (fifteen percent).

d.       For all Components, for which definite commitments have been made by PROVIDER in connection with the order, the CLIENT shall pay the PROVIDER the full price. Said special tooling shall become the property of the CLIENT.

6.       ACCEPTANCE OF ORDERS/PROCUREMENT:

a.       All orders must clearly state the name and address of CLIENT, shipping instructions, and all conditions, mechanical and otherwise, with which the manufacturer is expected to comply. The PROVIDER shall furnish written “order acknowledgment” which shall constitute the PROVIDER’s acceptance of the order upon the terms and conditions specified in the “order acknowledgment”.

7.        PRICES:

a.       F.O.B. point of origin

b.       Subject to change without notice at any time prior to acceptance of CLIENT’s order by PROVIDER’s home office, as evidenced by PROVIDER’s formal acknowledgment.

c.       Firm upon PROVIDER’s acceptance of CLIENT’s order as evidenced by PROVIDER’s formal acknowledgment unless escalation terms are included in the terms of sale.

d.       Prices do not include sales, use, excise, or similar taxes. Consequently in addition to the prices specified, the amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the equipment shall be the responsibility of and paid by the CLIENT, or in lieu thereof, the CLIENT shall provide the PROVIDER with a tax exemption certificate acceptable to the taxing authorities.

e.       Subject to change caused by modifications of specifications or terms mutually agreed upon in writing after order acceptance.

f.        Written proposals are valid for thirty (30) calendar days from issuance.

g.       PROVIDER may increase the price of any PRODUCTS, ITEMS or SERVICES ordered by CLIENT but not yet shipped by PROVIDER if PROVIDER’s cost for such PRODUCTS has been increased by PROVIDER’s SUPPLIER(S). PROVIDER may increase its proposed price by a percentage equal to the percentage of increase in PROVIDER’s cost for the PRODUCTS and CLIENT agrees to pay such increased price in accordance with this AGREEMENT.

8.       PAYMENT TERMS:

a.       Repair PRODUCTS and/or ITEMS, service work and software – Net cash due thirty (30) calendar days from invoice date.

b.       Standard PRODUCTS selling for less than or equal to fifty thousand in U.S. dollars $50,000 – net cash due thirty (30) calendar days from invoice date.

c.       Standard PRODUCTS selling for more than fifty thousand in U.S. dollars $50,000 and available for shipment less than 6 months from order date shall be subject to the following progress payments unless otherwise specified in PROVIDER’s proposal:

                                                               i.      25% (twenty-five percent) due with a purchase order.

                                                             ii.      25% (twenty-five percent) due one (1) month after receipt of order or time of shipment, whichever occurs first.

                                                           iii.      40% (forty percent) due at time shipment.

                                                           iv.      10% (ten percent) due in thirty (30) calendar days from the date of shipment.

d.       Standard PRODUCTS selling for equal to or greater than fifty thousand in U.S. dollars ($50,000) and available for shipment more than six (6) months from order date shall be subject to the following progress payments:

                                                               i.      20% (twenty percent) due with a purchase order.

                                                             ii.      20% (twenty percent) due two (2) months after receipt of order.

                                                           iii.      20% (twenty percent) due four (4) months after receipt of order.

                                                           iv.      20% (twenty percent) due six (6) months after receipt of order.

                                                             v.      10% (ten percent) due at the time of shipment.

                                                           vi.      10% (ten percent) due in thirty (30) calendar days from the date of shipment.

e.       Standard PRODUCTS not included as ITEMS of machine order – Net cash due in thirty (30) calendar days from invoice date.

f.        Special payment terms other than those indicated above will apply if expressly set forth in PROVIDER’s proposal.

g.       An annual percentage rate (APR) of 12% (twelve percent); compounded monthly, will be assessed on all overdue accounts.

h.       Applicable to orders for shipment outside the U.S., or Canada or Europe:

i.         All payments (cash or Letter of Credit (LC)) shall be in U.S. dollars.

j.         Repair ITEMS accessories and tooling not included as ITEMS of machine order – Direct Collection Letter (DCL), LC or special arrangements with PROVIDER.

k.       All other PRODUCTS, payments to be made by a Confirmed Irrevocable Letter of Credit established with a banking institution approved PROVIDER in the United States of America (USA). A LC must cover the full amount, which is required to accompany the CLIENT’s order in the form of a certified check. The LC must accompany the order placement and carry an expiration date at least ninety (90) calendar days beyond the scheduled shipping date. The LC shall provide that PROVIDER may draw on such credit upon an invoice on specific interim dates, which coincide with required payments as well as upon presentation inland bills of lading, commercial invoices and packing lists at the time of shipment. Advance payment and progress payments are the same as indicated in PRICES: section 6(c) and 6(d) above. If, however, PROVIDER is unable to ship ordered merchandise when ready, for any causes beyond PROVIDER’s control, PROVIDER shall have the right to draw upon such credit upon furnishing a certificate of manufacture of such merchandise, and storage shall be at CLIENT’s expense.

l.         Special payment terms other than those indicated above will apply if expressly set forth in PROVIDER’s proposal.

m.     Non-Refundable Engineering cost may develop during a project if the project deviations from the standard product offering by the PROVIDER. A non-refundable engineering (NRE) charge could be assessed at the begin or during the project to cover these project deviation/s. These funds are not refundable to the CLIENT even in the event that a return was approved.

9.       RETURNS:

a.       The CLIENT in no case shall return goods without first obtaining written permission from PROVIDER.

b.       The CLIENT returning PRODUCTS must pay transportation charges and bear risks of loss or damage to goods while in transit.

c.       A restocking charge of 25% (twenty-five percent) of the initial value of the returned PRODUCTS will apply.

10.   ELECTRICAL EQUIPMENT:

a.       When supplied by PROVIDER will be the make available in PROVIDER’s stock, unless otherwise mutually agreed.

b.       When not supplied by PROVIDER, it is to be purchased in accordance with PROVIDER’s detailed specifications and will be subject to an installation charge for PRODUCTS and/or ITEMS mounting and wiring at PROVIDER’s factory.

c.       Wiring and protective conduit from CLIENT’s power supply to the machine control is not included in PROVIDER’s quotation. Protective conduit from the control to the machine is not included in PROVIDER’s quotation.

11.     PRODUCTION ESTIMATES AND PERFORMANCE:

a.       All working drawings or other materials provided by PROVIDER are for general information purposes only, and may or may not relate to CLIENT’s order or other machine or equipment. Any specifications contained therein and not binding on PROVIDER except as expressly so stated in this form or other written form. PROVIDER reserves the right to make, at any time, such changes in the detail of design or construction as shall in the sole judgment of PROVIDER constitute an improvement over former practice.

b.       Production or performance data, where given, is based on PROVIDER’s careful analysis and understanding of the limits of accuracy, machinability of materials, amount of material to be removed, finishes shown on CLIENT’s drawings, handling facilities provided, and locating points, but is nonetheless an estimate only and is not guaranteed or warranted, in no other event shall PROVIDER be responsible for performance figures supplied by PROVIDER’s suppliers or other cooperation parties. If by written AGREEMENT the equipment is to be subject to acceptance tests before shipment, a rejection under this clause must take place prior to placing the order.

12.    CONSULTING SERVICES:

a.       PROVIDER will provide technical, non-managerial engineering expertise and advice to CLIENT upon request.

b.       Such SERVICES shall be provided at a rate to be determined by the complexity, personnel needs and time necessary to complete CLIENT’s project.

c.       PROVIDER shall not be responsible to CLIENT for the feasibility of projects commissioned by CLIENT, but shall use its best efforts to assure that CLIENT’s project is viable and results in the useful application(s) at CLIENT’s facilities and in CLIENT’s operations.

13.    ADVISE:

a.       If technical advice is offered or provided in connection with the sale of any PRODUCTS it is provided as an accommodation to CLIENT, without charge, and PROVIDER does not warrant and has no responsibility or liability whatsoever for the content of or use of such advice.

14.   ACCEPTANCE:

a.       Upon receipt of PRODUCTS, the CLIENT agrees to inspect and/or test the PRODUCTS. Such inspection or testing shall be completed promptly and in no event later than five (5) calendar days after delivery the PRODUCTS. The PRODUCTS shall be deemed accepted by CLIENT unless CLIENT provides PROVIDER, within five (5) calendar days of the initial inspection period, a written notice specifying all defects or discrepancies in the quality or quantity of PRODUCTS.

b.       PROVIDER’s standard installation test procedures conducted by PROVIDER’s representative in CLIENT’s facilities shall be the criteria for machine acceptance, unless other conditions have been specified in CLIENT’s order and agreed upon in PROVIDER’s order acknowledgment for specific acceptance procedures or test. PROVIDER will advise CLIENT in the order acknowledgment of what additional charges may be required to conduct CLIENT’s acceptance procedures.

15.    TITLE:

a.       Delivery of ITEMS of any order to the carrier by PROVIDER consigned to CLIENT, or as CLIENT shall direct, shall constitute transfer of title, ownership, possession, and property in and to such ITEMS at such point of delivery; such carrier shall be deemed to be acting for the CLIENT and the said ITEMS thereafter shall be at CLIENT’s risk; provided however, that PROVIDER reserves the right to stoppage in transit and to repossess said ITEMS, notwithstanding delivery to the carrier, until full payment of purchase price is made to PROVIDER.

16.   PATENT INDEMNITY:

a.       PROVIDER shall defend any suit or proceeding brought against CLIENT and pay all costs and damages awarded against CLIENT therein provided:

                                                               i.      Said suit or proceeding is based upon a claim that the PRODUCTS or ITEMS thereof sold hereunder constitutes an infringement of any claim of any presently existing patent, other than a claim covering a process or PRODUCTS hereof.

                                                             ii.      That this AGREEMENT shall not extend to any infringement based, directly or indirectly, upon

1)       the manufacture, use or sale of any ITEMS of any PRODUCTS sold to CLIENT hereunder, if such ITEMS is not specified, designed and manufactured by PROVIDER or

2)      the manufacture, use or sale in combination with PRODUCTS or things not sold hereunder, of any PRODUCTS sold to CLIENT hereunder or any ITEMS thereof.

                                                           iii.      PROVIDER is notified promptly and given information and assistance (at PROVIDER’s expense) and the authority to defend or settle said suit or proceeding. PROVIDER shall not be responsible for any settlement of said suit or proceeding made without PROVIDER’s written consent. In case the PRODUCTS or any ITEMS thereof covered by this AGREEMENT is in such suit or proceeding held to constitute an infringement and its use is enjoined, PROVIDER shall, at its own expense, either:

b.       Procure for CLIENT the right to continue using said PRODUCTS or ITEMS thereof: or

c.       Replace same with non-infringing PRODUCTS or ITEMS thereof; or

d.       Modify it so it becomes non-infringing: or

e.       Remove said PRODUCTS or ITEMS thereof and refund the purchase price and transportation costs thereof. The foregoing states PROVIDER’s entire liability with respect to patent infringement by said PRODUCTS or any ITEMS thereof. To the extent that said PRODUCTS or any ITEMS thereof is supplied according to CLIENT’s design or instructions, CLIENT agrees to indemnify PROVIDER in the manner and to the extent set forth above insofar as the terms thereof are appropriate.

17.    PROPRIETARY INFORMATION:

a.       System Operation Control Programs (programs) and other software, developed and supplied by PROVIDER, is PROVIDER’s copyrighted property. CLIENT is granted a non-exclusive license to use the Programs only with the PRODUCTS with which they were furnished. In the event CLIENT orders any such other software, CLIENT agrees to the Terms and Conditions of PROVIDER’s standard Software License AGREEMENT in effect on the date hereof, and understands that PROVIDER shall be under no obligation to deliver any such software PRODUCTS to CLIENT before receiving a copy of such Software License AGREEMENT duly executed by CLIENT. PROVIDER retains all rights and title in and to all information regarding PROVIDER’s business, PROVIDER’s PRODUCTS, the Programs and any such other software disclosed to CLIENT verbally or in drawings, written or printed matter, electronic storage media, Program or software documentation or other material. CLIENT shall not disclose, reproduce, excerpt or distribute any portion thereof.

18.   INTELLECTUAL PROPERTY:

a.       PROVIDER shall have no liability or obligation in connection with any claims of infringement to any patent, trademark, copyright, trade secret or other proprietary right or information.

19.   CLIENT’S USE AND OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA):

a.       It is CLIENT’s or User’s responsibility to provide all proper dies, devices, tools and means that may be necessary to adequately protect all personnel from serious bodily injury which otherwise may result from the method of particular use, operation, set-up, or Service of the PROVIDER’s PRODUCTS. The operator’s manual or machine manual, ANSI Safety Standards, OSHA regulations, and other sources should be consulted to implement the above.

b.       PROVIDER considers that it is in substantial compliance with the general requirements of OSHA directly associated with Operator Safety and Noise Level Control. The technical detail of OSHA and many additional references to other standards render it impossible to state complete compliance or objection unless specific sections or paragraphs of OSHA are identified by the CLIENT or User. Because of changes, which occur in OSHA, state codes, local codes and company safety programs, PROVIDER must be advised by CLIENT or User if they feel modifications in the machine are required for compliance. A quotation will be submitted for changes.     

c.       PRODUCTS designed and manufactured by PROVIDER are capable of being used in a safe manner, but PROVIDER cannot guarantee their safety under all circumstances. CLIENT MUST INSTALL AND USE THE PRODUCTS IN A SAFE AND LAWFUL MANNER IN COMPLIANCE WITH APPLICABLE HEALTH AND SAFETY REGULATIONS AND LAWS AND GENERAL STANDARDS OF REASONABLE CARE.

20.  HOLD HARMLESS/INDEMNITY:

a.       Proposals are subject to revision in case of a clerical error, whether in favor of the CLIENT of PROVIDER, upon notice by either party.

b.       The CLIENT shall hold PROVIDER harmless from any and all liability, costs, damages, attorneys fees, and expenses from any claims or causes of action of whatsoever nature arising out of the sale of PRODUCTS to be manufactured by PROVIDER, information including but not limited to software to be furnished by PROVIDER and consultive services to be furnished by the PROVIDER including CLIENT, CLIENT agrees to indemnify and hold PROVIDER harmless from any and all, and against all liability and expenses including reasonable attorney’s fees based upon damage or claims, or disputes by any person or entity from any cause directly relating to any action or failure to act by companies other than PROVIDER and/or CLIENT, its representatives, employees, subcontractors or suppliers. The CLIENT acknowledges specific consideration has been received by it for this indemnification. PROVIDER may retain any and all money due or to become due to PROVIDER under this or any other contract sufficient to save it harmless and indemnify itself against liability or damage including attorney’s fees.

c.       If CLIENT modifies or changes any structural portion, PRODUCTS portion, electrical circuit, interlock, safety device or software materials existing in one of PROVIDER’s PRODUCTS as initially delivered, then:

d.       All warranties made in Section 2 shall thereupon become void and of no effect.

e.       PROVIDER will not thereafter have, but CLIENT shall have, any liability for property damage, personal injury, death or other consequence arising out of operation and use of the modified ITEMS of PROVIDER’s PRODUCTS and CLIENT agrees to indemnify and hold PROVIDER harmless from and against all liability and expenses, including reasonable attorneys’ fees with respect thereto.

21.    LIMITATION OF LIABILITY:

a.       In no event shall PROVIDER or its suppliers be liable for any loss of use or “downtime” or for any special, consequential or indirect damages with respect to this contract or anything done in connection herewith, whether based upon contract, or (including negligence), breach of warranty, strict liability or otherwise. Furthermore, in no event will PROVIDER be liable for damages in excess of the price of the PRODUCTS or ITEMS upon which such liability is based.

22.  MACHINE Placement and Connections/Line Drops:

a.       If a standard machine drawing is supplied, it includes plan and elevation view. Due to many variations in building designs, electrical supply, pneumatic supply, network supply, etc. The CLIENT is responsible for the line length, physical condition, and supplied media produced from said lines, to meet the machine. The line/s drops must also be installed prior to the machine installation date or at minimum to the date programming work supplied by PROVIDER will take place.

b.       The foundation that the machine will be placed on must adactyly support the machine from movement and vibration that could affect its performance. The foundation is not guaranteed and PROVIDER shall not be responsible for any inaccuracy, which may result from an inadequate or insufficient foundation. Nor for any hidden conditions including but not limited to toxic/waste(s), rock formations, and all other similar conditions not visible or apparent.

23.  PLACE OF CONTRACT:

a.       All orders are made subject to final acceptance by PROVIDER at one of its principal offices. The plants of PROVIDER, shall be the place of performance where title passes to the CLIENT and payment becomes due. This AGREEMENT shall be interpreted and administered for all purposes under the laws of the State of North Carolina (NC).

24.  DISPUTES:

a.       All disputes under this AGREEMENT concerning the PRODUCTS, SERVICES and/or ITEMS not otherwise resolved between PROVIDER and CLIENT shall be resolved in a court sitting within the State of North Carolina (NC), Charlotte, and CLIENT consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. No action, regardless of form arising out of, or in any way connected with, PRODUCTS may be brought by CLIENT more than one (1) calendar year after the cause of action has accrued.

25.   GOVERNMENT RESTRICTIONS:

a.       All accepted orders are accepted subject to the issuance of any required export license or other necessary government authorization. Notwithstanding any other provision hereof, if PROVIDER shall be unable to sell, export or deliver ITEMS of any order because of failure to obtain an export license, or because of war or military action, export controls or restrictions, or any other restraints of governments or peoples, including without limitation changes in policy with respect to exports or otherwise by any government having jurisdiction. PROVIDER shall have the right to cancel any acceptance or sales contract in any way impaired or affected, thereby without further liability, and such cancellation shall not affect the right of PROVIDER to recover the contract price for any unpaid goods already delivered.

26.  APPLICABLE TERMS AND CONDITIONS:

a.       Only those paragraphs applicable to the particular project or sale shall be given full force and effect in this AGREEMENT. All other terms and conditions not applicable to the sale shall not be interpreted to apply to the sale accurately described herein.

b.       Acceptance of this offer must be without qualification. No terms or conditions other than those stated herein, and no AGREEMENT or understanding, written or oral, purporting to modify these terms or conditions, whether contained in CLIENT’s order, shipping release forms, or elsewhere, shall be binding upon PROVIDER unless hereafter made in writing and signed by PROVIDER’s authorized representatives. There are no AGREEMENTs between PROVIDER and CLIENT in respect of the PRODUCTS proposal herein, except as set forth herein or as otherwise set forth in writing and expressly made an ITEMS of this quotation. The specifications and designs of all PRODUCTS sold by PROVIDER are subject to change without notice and, in the event of any such changes, PROVIDER will have no obligation whatsoever to make similar changes in a PRODUCTS previously ordered by CLIENT.

c.       Wherever used herein, PROVIDER shall mean SEYMOUR Advanced Technologies; CLIENT shall mean the customer placing the purchase order with the PROVIDER, SEYMOUR Advanced Technologies.