Verstand Engineering, Inc.

  1. The terms and conditions herein set forth shall be deemed to be a part of and included in any purchase order you may issue to us in acceptance of this offer whether or not same are expressly provided in said purchase orders, and are in lieu of and in substitution of any terms and conditions in said purchase orders in contravention of the terms and conditions herein provided.

  3. All contracts, agreements and orders are taken contingent upon fire, strikes, and causes unavoidable or beyond our control, and when time of delivery is given, we will use our best efforts to complete as near that time as possible, but we cannot be held responsible for any loss or unavoidable inconvenience caused by non-delivery in time specified.

  5. It is expressly agreed and stipulated that should the services covered by this quotation be terminated by either party before completion; that the amount due and owing to us at time of said termination shall be the full amount accrued for services rendered to said date of termination in accordance with the hourly rates and /or charges as set forth.

  7. All designing, methodizing and engineering service is without guarantee, however, if any corrections are necessary to engineering, same will be made only in our plant and our obligation shall not extend beyond making such corrections. No allowance will be made for work done by you or at your order.

  9. You will defend and save us harmless from all cost, expense, damages and judgments, arising from alleged infringements of patents or any improvements thereof resulting from services performed by us. However, all designs and inventions made in performance of work done pursuant to your order shall be promptly disclosed to and become the sole property of your company and we further agree, with respect to said designs and inventions, but without cost or expense to us, to execute or obtain the execution of such papers, including patent applications and assignments, and to perform such acts, as may be possible on our part to show ownership thereof in your company, with respect to rights, we waive all claims against your company and its customers for any use which may be made of the design, machines and processes furnished or developed hereunder.

  11. If any change is made which causes a material increase or decrease in the amount or character of our work in filling this order or the time required therefore, and we notify you thereof in writing within five (5) days from the date such change is ordered, an equitable adjustment of the purchase price and/or of the time for performance will be made and this order will be modified in writing accordingly. You will be liable for charges for extras which have been approved by you before being incurred.

  13. It is understood and agreed that original drawings and/or electronic data will be retained by seller until all invoices have been paid in full.

  15. Should Purchaser require Vendor to provide ozalids, photostats or any other type of special reproduction; special stationary of printed forms, supplies, plant layout boards; abnormal postage, telegrams or long distance telephone calls; such items will be charged accordingly.

  17. Itemized statement of invoices will be rendered at the close of each calendar month and the total of invoices are payable during the next succeeding month. Failure or refusal to pay said invoices as above provided shall permit us, without notice, to cease performance and terminate the contract without any liability for incomplete performance and termination. Payment terms are net 30 days. A finance charge of 1-1/2% per month, (18%) per annum, will be added to all past due balances.