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N8=35*57s
<br /> INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, REVENUE OR USE AND COSTS INCURRED INCLUDING
<br /> WITHOUT LIMITATION FOR CAPITAL, FUEL AND POWER,AND CLAIMS OF BUYER'S CUSTOMERS
<br /> 7. PATENTS:Subject to the limitations contained in Section 6,Seller shall defend any suits brought against Buyer based on a claim that
<br /> use of the Goods manufactured by Seller constitutes an infringement of a valid patent of the United States, and shall pay any damages
<br /> awarded therein against Buyer, provided that Buyer.promptly notifies Seller in writing of the filing of such suit or the threat thereof;permits
<br /> Seller to control completely the defense or compromise of such claim of infringement; and provides all reasonable assistance and
<br /> cooperation requested by Seller for the defense of such suit In the event that only the Goods manufactured by Seller are held to be
<br /> infringing in such suit and their use is enjoined,Seller shall,at its sole option and expense, provide a commercially reasonable alternative,
<br /> including, but not limited to, procuring for Buyer the right to continue using the Goods, replacing them with a non-infringing product or
<br /> modifying them so they become non-infringing. Buyer agrees that Seller shall not be liable for infringement, and that Buyer shall fully
<br /> indemnify Seller therefore, if infringement is based upon the use of Goods in connection with goods not manufactured by Seller or in a
<br /> manner for which the Goods were not designed by the Seller or if the Goods were not designed by the Seller or if the Goods were designed
<br /> by the Buyer or were modified by or for the Buyer in a manner to cause them to become infringing
<br /> S. INSTALLATION: Buyer shall be responsible for receiving, storing, installing, starting up and maintaining all Goods. Seller shall
<br /> provide a quotation for services to assist Buyer in these functions if requested.
<br /> e. TAXES: Any tax or governmental charge payable by the Seller because of the manufacture,sale or delivery of the Goods,or provision
<br /> of Services, may at Seller's option be added to the price herein specified. The foregoing shall not apply to taxes based upon Seller's net
<br /> income.
<br /> io. TERMS OF PAYMENT:Subject to the approval of Seller's Credit Department,terms are F O.B.shipping point, net 30 days from date
<br /> of Seller's invoice in U.S. currency, except for applicable milestone payments covered below or export shipments for which Seller may
<br /> require other arrangements. Freight charges may include shipping and handling charges, and Buyer shall pay all such charges. If any
<br /> payment owed to Seller hereunder is not paid when due, it shall bear interest, at a rate to be determined by Seller which shall not exceed
<br /> the maximum rate permitted by law,from the date on which it is due until it is received. Seller shall have the right,among other remedies,
<br /> either to terminate the Agreement or to suspend further deliveries under this and/or other agreements with Buyer in the event Buyer fails to
<br /> make any payment hereunder when due. Buyer shall be liable for all expenses attendant to collection of past due amounts, including
<br /> attorneys'fees.
<br /> >>. SOFTWARE AND FIRMWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third party owner shall
<br /> retain all rights of ownership and title in its respective firmware and software,including all copyrights relating to such firmware and software
<br /> and all copies of such firmware and software. Except as otherwise provided herein, Buyer is hereby granted a nonexclusive, royalty free
<br /> license to use firmware and software,and copies of firmware and software,incorporated into the Goods only in conjunction with such Goods
<br /> and only at the Buyer's plant site where the Goods are first used. Buyer may negotiate with Seller separate licenses to use such copies and
<br /> firmware and software at other plant sites. Buyer's use of certain firmware(as specified by Seller)and all other software shall be governed
<br /> exclusively by Seller's and/or third party owner's applicable license terms.
<br /> 12. BUYER SUPPLIED DATA: To the extent that Seller has relied upon any specifications, information, representation of operating
<br /> conditions or other data or information supplied by Buyer to Seller in the selection or design of the Goods and/or provision of the Services
<br /> and the preparation of Seller's quotation,and in the event that actual operating conditions or other conditions differ from those represented
<br /> by Buyer and relied upon by Seller, any warranties or other provisions contained herein which are affected by such conditions shall be null
<br /> and void,unless otherwise mutually agreed upon in writing.
<br /> 13. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws, regulations, orders and requirements, including
<br /> without limitation those of the United States and the European Union,and the jurisdictions in which the Seller and Buyer are established or
<br /> from which items may be supplied,will apply to its receipt and use of Goods and Services. In no event shall Buyer use,transfer, release,
<br /> import,export or re-export Goods in violation of such applicable laws,regulations,orders or requirements.
<br /> ia. GENERAL PROVISIONS:(a)Buyer shall not assign its rights or obligations under the Agreement without Seller's prior written consent.
<br /> (b) There are no understandings, agreements or representations, express or implied, not specified in the Agreement. (c) No action,
<br /> regardless of form,arising out of transactions under the Agreement,may be brought by either party more than two[2]years after the cause
<br /> of action has accrued. (d) Any modification of these terms and conditions must be set forth in a written instrument signed by a duly
<br /> authorized representative of Seller. (e)The Agreement is formed and shall be construed, performed and enforced under the laws of the
<br /> State of Minnesota. However, Buyer and Seller agree that the proper venue for all actions arising under the Agreement shall be only in the
<br /> State where the Goods involved in such actions were manufactured (f)UNLESS OTHERWISE SPECIFICALLY PROVIDED IN SELLER'S
<br /> QUOTATION, GOODS AND SERVICES HEREUNDER ARE NOT INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED
<br /> APPLICATIONS. Buyer(i)accepts Goods and Services in accordance with the restriction set forth in the immediately preceding sentence,
<br /> (ii)agrees to communicate such restriction in writing to any and all subsequent purchasers or users and(iii)agrees to defend,indemnify and
<br /> hold harmless Seller from any and all claims, losses, liabilities, suits, judgments and damages, including incidental and consequential
<br /> Centerville Proposal Prepared November 4,2015 hfc•4
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