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6.7. Disclaimers.WITHOUT LIMITING SECTION 9.2,IF PROFESSIONAL SERVICES INCLUDE PROVIDING CUSTOMER WITH ADVICE
<br /> OR DATA, CUSTOMER ACKNOWLEDGES THAT THE INTERPRETATION OR APPLICATION OF ANY SUCH ADVICE OR DATA
<br /> DEPENDS ON MANY FACTORS OUTSIDE OF GE'S ABILITY TO CONTROL OR FORESEE,AND THEREFORE,CUSTOMER ASSUMES
<br /> SOLE RESPONSIBILITY FOR CONFIRMING SUCH ADVICE OR DATA WITH APPROPRIATE TESTING PRIOR TO TAKING ANY ACTION
<br /> OR DECISION. UNLESS OTHERWISE STATED IN A STATEMENT OF WORK, GE DOES NOT GUARANTEE THAT PROFESSIONAL
<br /> SERVICES WILL PRODUCE ANY PARTICULAR RESULT OR OUTCOME.
<br /> 7. DELIVERY
<br /> 7.1. General.Unless otherwise agreed by the Parties in writing:(a)GE shall determine the method and routing of all deliveries;(b)delivery dates
<br /> and times are approximate and based on(i)prompt receipt by GE of all information necessary to permit GE to proceed with work immediately and
<br /> without interruption,(ii)Customer's compliance with the payment terms,(iii)prompt receipt by GE of all evidence GE may request that any required
<br /> export or import license,as applicable,is in effect;(c)the prices for the GE Offerings include only GE's usual quality processes,systems,and tests;
<br /> and(d)partial deliveries shall be permitted.
<br /> 7.2. Packing.Hardware or tangible media delivered by GE shall be prepared,packed,and shipped by or on behalf of GE in accordance with good
<br /> commercial practices,unless otherwise agreed by the Parties. A complete packing list shall be enclosed with all shipments. Customer agrees to
<br /> reimburse GE for any costs for any non-standard packing,marking,or shipping directions requested by Customer.
<br /> 8. PAYMENT
<br /> 8.1. Payment Terms.Except to the extent otherwise specified by GE in writing,invoices for GE Offerings shall be issued pro rata as shipments are
<br /> made or services performed or made available. If GE consents to delay shipments after completion of any equipment,payment shall become due,
<br /> title shall pass,and equipment shall be held at Customer's risk and expense as of the date when GE is prepared to make shipment. Unless otherwise
<br /> agreed in the Order,payment is due net thirty(30)days from the date of invoice. All payments shall be made without set off for claims arising out of
<br /> other sales by GE.Payment shall be made in the currency quoted.
<br /> 8.2. Financial Condition.If the financial condition of Customer at anytime does not,in the judgment of GE,justify continued performance on the
<br /> terms of payment previously agreed upon,GE may require full or partial payment in advance or otherwise shall be entitled to terminate any Order or
<br /> Statement of Work and receive any early termination charges specified therein.
<br /> 8.3. Late Payments.Customer shall pay a monthly late payment charge computed at the rate of 1.5%,or the maximum interest rate permitted by
<br /> law, whichever is less, on any past due amount for each calendar month (or fraction thereof) that the payment is overdue, and Customer shall
<br /> reimburse GE for any and all costs and expenses of GE's collections efforts including reasonable attorney's fees, and costs associated with
<br /> compromises and judgments arising therefrom. GE retains a security interest and right of possession in the Hardware articles until Customer makes
<br /> full payment,and Customer agrees to sign documentation at GE's request as reasonably necessary to perfect such interest.
<br /> 8.4. Sales and Similar Taxes.GE shall be responsible for and shall pay any and all corporate and personal income taxes imposed on GE and its
<br /> employees by applicable laws("GE Taxes").Customer shall be responsible for and shall pay to GE all taxes,duties,fees,and other charges of any
<br /> nature(including,but not limited to,ad valorem consumption,excise,franchise,gross receipts,import,export,license,property,sales and use,stamp,
<br /> contract duty/registration fees,storage,transfer,turnover,value-added taxes("VAT"),Business and Occupation or other similar taxes,and any and
<br /> all items of deficiency,penalty,addition to tax,interest,or assessment related thereto),imposed by any governmental authority of any country in
<br /> connection with the execution or performance of the Agreement("Customer Taxes"),but excluding GE Taxes.All prices are exclusive of Customer
<br /> Taxes,which may be added by GE to Customer's invoice if applicable,unless Customer provides a direct pay or exemption certificate to GE where
<br /> permitted by law. If Customer deducts or withholds any GE Taxes from payments owed hereunder,Customer shall provide to GE,within 30 days
<br /> from payment,the official receipt issued by the competent government authority to which the GE Taxes have been paid,or an alternative document
<br /> acceptable to the relevant tax authorities.In respect of taxes to be withheld,if any,Customer shall comply with any applicable bilateral conventions
<br /> against double taxation. The Parties shall reasonably cooperate to claim any available exemptions from tax,fees,or duties that may apply to this
<br /> Agreement.When Customer arranges the export or intra-European Union("EU")community shipment,Customer shall provide to GE,free of charge
<br /> and within 90 days(or,in the case of exports from the U.S.,30 days),evidence(obtained from Customer's forwarder)of exportation or intra ELF
<br /> community shipment.If the laws in the country in which GE performs under this Agreement,or the laws in the country of incorporation of Customer,
<br /> require the Agreement to be subject to stamp duty, fee, or registration with any local authority, Customer shall be responsible for the required
<br /> formalities and bear the related costs.Customer shall return to GE a copy of the registration certificate or a registered copy of the Agreement within
<br /> 10 days from the due date required by said laws to apply for such fee,duty,or registration.
<br /> 9. REPRESENTATIONS AND WARRANTIES
<br /> 9.1. General Conditions of Warranty.The warranties and remedies set forth herein are conditioned upon: proper storage,installation,use,and
<br /> maintenance of the GE Offering in accordance with the applicable documentation,the proper design,operation,and configuration of the system into
<br /> which the GE Offering is installed,conformance with any applicable recommendations of GE,and GE's ability to reproduce and observe the claimed
<br /> defect, and prompt notification to GE of any defects and, as required, promptly making any personnel and computer systems available. Any
<br /> unauthorized modification to or use of the GE Offerings by Customer will void the warranty.
<br /> 9.2. Disclaimer of Implied Warranties. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, GE AND ITS
<br /> AFFILIATES AND LICENSORS MAKE NO WARRANTIES,CONDITIONS,OR REPRESENTATIONS,WHETHER EXPRESS,IMPLIED,OR
<br /> STATUTORY, AND GE AND ITS LICENSORS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-
<br /> INFRINGEMENT,DATA ACCURACY,SYSTEM INTEGRATION,AND FITNESS FOR A PARTICULAR PURPOSE.
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<br /> GE CONFIDENTIAL GE DIGITAL GENERAL Tll AND CONDITIONS v3.0 AUGUST 2018
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