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Block Imaging International, Inc.
Standard Terms and Conditions of Sale
PURCHASE PRICE; PAYMENT. The Purchase Price shall be paid in United
States Dollars (USD). The Purchase Price quoted in the Agreement does not include
any taxes or any regulatory, permit, duties, tariffs, customs entry service fees,
terminal service charges or other fees that become owing to carry out or as the
result of this Agreement. Any such amounts not expressly Seller's responsibility
under the Agreement shall be the sole responsibility of Buyer. Unless otherwise
agreed, no Equipment will be released until full payment of the Purchase Price is
actually received at Seller's bank account, and accessible to Seller with out conditions.
Delinquent payments will be assessed a late fee of 1% per calendar month, straight
interest (or the maximum rate permitted by applicable law, if less), from the due
date thereof and continuing until such delinquent payments are paid in full. Notwithstanding,
if Buyer fails to make a required payment when the same is due, such failure shall
be a default in the performance of Buyer's obligations under this Agreement and
Seller may, in its discretion and without limiting its remedies, terminate the Agreement
and retain all deposits or other payments theretofore made by Buyer. The due dates
of payments required to be made by Buyer may not be excused or delayed, except by
written Change Order signed by Seller's authorized representative. If at any time
Seller, in its sole judgment, deems itself to be insecure under the Agreement, Seller
may require adequate assurances from Buyer, in a form and manner acceptable to Seller,
and Seller may suspend its performance under this Agreement, until such adequate
assurances have been provided. Failure to furnish such adequate assurances within
ten (10) days of demand shall constitute repudiation of the contract by Buyer, entitling
Seller to all of its rights and remedies therefor. Payments may be made by wire
transfer, with ALL BANK FEES TO BE PAID BY SENDER. Wire transfer instructions shall
be provided by Seller.
DE-INSTALLATION AND SHIPPING. Buyer will coordinate only with Seller
with respect to de-installation of the Equipment, including without limitation,
the date and time of de-installation, and shipping of the Equipment. Buyer will
immediately reimburse Seller for any additional costs incurred by Seller, plus a
factor of fifteen percent (15%) for overhead and administration, resulting from
delays in de-installation or shipping requested or caused by Buyer. Where Buyer
or its agent performs any part of the de-installation, Buyer will cause such de-installation
to be performed in a timely and workmanlike manner, subject to the instructions
and rules of the facility at which the de-installation is performed. Buyer will
indemnify and hold Seller harmless from and against any and all liabilities, judgments,
settlements, losses, damages, penalties, obligations, and expenses, including attorneys'
fees, incurred by Seller, arising out of any loss, damage or injury that occurs
during a de-installation performed by Buyer or its agent. The existence of insurance
shall not release Buyer from any of its obligations or liabilities under the Agreement.
DELAY. If BUYER fails or refuses to take possession of the
equipment for more than ten (10) days after the date such equipment is made available
to BUYER, such failure is a fundamental breach of contract by BUYER and SELLER may,
at Seller's option, terminate the SALES AGREEMENT, and retain all deposits or other
payments theretofore made by BUYER to compensate SELLER for cost associated with
Buyer's breach. Further, Seller may, but is not required to, sell any equipment
identified to the SALES AGREEMENT to another party to mitigate its damages resulting
from Buyer's breach. Any amounts in excess of the Purchase Price realized by SELLER
upon sale of such equipment will remain the sole property of the Seller. Nothing
herein is intended to limit any other remedies available to SELLER under applicable
law as the result of BUYER'S breach of contract.
DELIVERY. Delivery dates listed on in the Agreement are approximate
and dependent on numerous factors, some of which are outside of Seller's control.
Seller will use its commercially reasonable efforts to meet quoted delivery dates
but will not be responsible for any delays, damages, or losses due to (but not limited
to): fires, floods, earthquakes or other acts of God, accidents, riots, wars, acts
of terrorism, operation of law, government regulations or requirements, strikes,
labor difficulties, shortages of fuel, power, materials or supplies, unavailability
of transportation, or other acts or circumstances that are not within reasonable
control of Seller. If such delay occurs, Buyer agrees that Seller may extend the
delivery date for a reasonable period of time. Unless otherwise agreed upon by Seller,
any warranty terms shall go into effect on the date of delivery. Unless Seller
has agreed otherwise in writing, Seller shall have no responsibility whatsoever
for the performance of, or the cost of, the installation of the Equipment.
INSTALLATION. In the event that Buyer is not using Seller
or Seller's agent for installation of the Equipment, Buyer agrees to comply with
all government regulations and filing requirements attendant to the operation and
installation of the Equipment. Buyer further agrees to indemnify Seller for
any and all liabilities, judgments, settlements, losses, damages, penalties, obligations
and expenses (including attorney's fees incurred by Seller), arising out of improper
installation of the Equipment or non-compliance with governmental regulations. If
installation service is part of the Sales Agreement, the following terms apply.
The Buyer agrees that the installation site will be ready for equipment installation
prior to the delivery date. Site readiness will be achieved when the Site
Readiness Form and Related Documents requirements are met by Buyer. Buyer
agrees to pay to recover the costs of any and all delays of the installation not
caused by Seller or Seller's agents, costs including but not limited to: i) a minimum
of $1,500 per day that Seller's engineer is on site but unable to work to complete
the installation; ii) Travel and time costs associated with having to redeploy Seller's
engineer because the site is not ready; iii) Any additional transportation and storage
charges for the equipment; iv) Any additional charges for requested return trips
to resolve issues related to ancillary items not addressed by the site while engineer
was on site. Buyer agrees to provide a qualified representative to certify
the condition of installation meets the criteria of the Sales Agreement, which shall
be accomplished by signing Seller's Installation Complete form, thereby releasing
Seller of any further installation obligations. Any warranty terms shall go
into effect on the date the installation is completed. However, if installation
is delayed for any reason other than Seller's delay and the equipment is located
at the Buyer's site, any warranty shall go into effect on the day of delivery. The
Buyer is responsible for Network connections to the equipment. IfBuyer wants
the equipment to send images toa network,Seller will make time available
on the date of delivery or first arrival ofinstallation engineer to help facilitate
this task. Buyer must provide a qualified person familiar with configuration
for the facility to work in person with the service engineer. Network will
be tested by transmitting imagesover the Buyer's Network. Subsequent service
calls pertaining to network issuesare the responsibility of the Buyer.
DEFAULT. In the event Buyer defaults in the performance of its
obligations under this Agreement, in addition to all other remedies available to
Seller under the Agreement and under applicable law, Buyer shall pay Seller, within
ten (10) business days of receipt of Seller's invoice: (1) all costs, including
overhead cost and normal markup of purchased materials and services, of all partially
completed items; (2) all costs, including normal markup, incurred by Seller to outside
suppliers and contractors in respect of the Agreement; and, (3) all other costs
incurred by Seller as a result of default.
INSPECTION. Buyer may, in its discretion and at its sole cost,
conduct a complete inspection of the Equipment to confirm that the system configuration,
components, software, function, acceptability, etc., conform to the descriptions
in the Agreement. The Inspection shall be completed at a time and place arranged
through Seller, within the time period specified in the Agreement. Unless otherwise
specified, inspection shall take place within ten (10) business days of the execution
of the Sales Agreement. Failure of Buyer for any reason to conduct an inspection
during the time period set forth in the Agreement for inspection shall be deemed
a waiver of the Buyer's right of inspection, and an acknowledgment that the Equipment
conforms to this Agreement. If upon inspection Buyer determines that the Equipment
materially fails to conform to the Agreement, then within two (2) days after its
inspection, Buyer shall notify Seller in writing, specifying the material non-conformity.
Thereupon, Seller shall have the option, at its sole expense, to: (1) take commercially
reasonable steps to bring the Equipment into conformity with the description in
the Agreement; (2) offer an adjustment to the Purchase Price to Buyer with respect
to such Equipment; or (3) terminate the Agreement and refund all amounts theretofore
paid by Buyer under the Agreement. If Seller elects to terminate and refund under
clause (3), no further obligations or liabilities will exist between the parties
under the Agreement. If Buyer inspects the Equipment and does not notify Seller
of any material non-conformity, then the Equipment will be conclusively deemed to
conform to the Agreement in all respects and to be acceptable to Buyer.
PASSAGE OF TITLE. Title to the Equipment listed in the Agreement
will pass to Buyer upon the later to occur of (1) Seller acquiring adequate title
to the Equipment so as to be able to transfer title to Buyer and, (2) Seller receiving
payment in full from the Buyer of the Purchase Price.
LICENSED PRODUCTS.Seller claims no right, title or interest
in or to any software or other licensed Products ("Products") that may be attached
to or necessary for the operation of the Equipment that is the subject of this Agreement
and, further, Seller disclaims any responsible for procuring for Buyer from the
owner or owners of such Products the legal right to use such Products, whether by
assignment of any licenses or other conveyance, and such Products will at all times
remain the property of the owner or owners thereof. Buyer is solely responsible
for obtaining or causing to be obtained the proper legal authority to use such Products
from the owner or owners thereof, andBuyer shall indemnify and hold Seller
harmless from and against all claims by others arising from allegations of Buyer"s
wrongful use thereof, or from Buyer"s failure to properly observe all copyright
restrictions, and any other proprietary interests claimed by others in connection
with such Products.
DISCLAIMER OF WARRANTIES. Unless otherwise stated in this Agreement,
the Equipment is sold "AS IS," with no warranties and with all faults, obvious and
latent, that may be discovered before or after Buyer's purchase. Seller did
not inspect, recondition, alter, modify, or manufacture the Equipment unless otherwise
stated in this Agreement. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING
BUT NOT LIMITED TO ANY WARRANTY REGARDING THE ACCURACY OF EQUIPMENT SPECIFICATIONS
OR OPERABILITY, NOR ARE THERE ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
LIMITATIONS OF LIABILITY. In no event, shall Seller be liable for
any special, consequential, incidental or penal damages including, but not limited
to loss of profit or revenue, loss of use of the products, or any associated equipment,
damage to associated equipment, cost of capital, cost of substitute products, facilities,
services or replacement power, down time cost, or claims of Buyer or Buyer's customer
for such damages. In no event shall Seller's liability to Buyer for any loss
of damage arising out of, or resulting from this Agreement, or from its performance
of breach, or from the Equipment or services furnished hereunder, exceed the Purchase
Price of the specific Equipment which give rise to the claim. If Seller furnished
Buyer with advice or other assistance which concerns any Equipment supplied hereunder
or any system or equipment in which any such Equipment may be installed and which
is not required pursuant to this Agreement, the furnishing of such advice or assistance
will not subject Seller to any liability, whether in contract, warranty, tort (including
negligence and strict liability) or otherwise. The parties agree that any claim,
lawsuit, or arbitral proceeding relating to the Agreement must be commenced no more
than six (6) months after the earlier to occur of: (1) delivery of the Equipment
to Buyer substantially conforming to the Agreement; or (2) the accrual of the cause
of action that is the subject of the proceeding. Each of the parties waives any
statute of limitations to the contrary. Buyer will indemnify and hold Seller harmless
from and against any and all liabilities, judgments, settlements, losses, damages,
penalties, obligations, and expenses, including attorneys' fees, incurred by Seller,
arising out of any loss, damage or injury that occurs from the subsequent use and
operation of the Equipment.
NON-CIRCUMVENTION. Some or all of the Equipment described in the
Agreement may be previously used equipment that Seller has arranged to acquire from
a third party (herein the "Source"). Buyer agrees that the identity of Seller's
Source is confidential information of Seller which shall not be disclosed to Buyer,
except as Seller deems necessary in its sole and absolute discretion to carry out
this Agreement. Buyer, intending to be legally bound, with full individual and corporate
responsibility, hereby and irrevocably agrees not to circumvent, avoid, or bypass
Seller, either directly or indirectly, nor to avoid Buyer's obligations under this
SALES AGREEMENT. Buyer agrees not to circumvent Seller, either directly or indirectly,
nor to avoid Buyer's obligations under this Agreement. Therefore, during the two
(2) year period after the date of this Agreement, if Buyer purchases all or part
of the Equipment described in the Agreement from the Source, directly or indirectly,
Buyer will pay Seller a finder's fee of 25% of the Purchase Price listed in this
Agreement for the Equipment.
ASSIGNMENT. This Agreement shall not be assigned by either party
without the other party's prior written consent, which consent will not be unreasonably
delayed or withheld.
GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION. The Agreement
shall be construed and governed according to the laws of the State of Michigan and
the United States of America. The provisions of the United Nations Convention on
Contracts for the International Sale of Goods, and any conflict-of-laws provisions
that would require application of another choice of law, are excluded. In the event
of any dispute arising from or relating to the Agreement, the parties hereto shall
initially use their best efforts to amicably settle the dispute. To this effect,
they shall consult and negotiate with each other in good faith and attempt to reach
a mutually satisfactory solution. If they do not reach such a solution within a
period of sixty (60) days, then, upon notice by either party to the other, all disputes,
claims, questions, or differences regarding the Agreement, or any other matter between
the parties, will be finally resolved by binding arbitration, conducted in the English
language using a single arbitrator. Unless otherwise agreed by Seller: (1) if the
arbitration involves only United States parties, it will be conducted under the
Commercial Arbitration Rules of the American Arbitration Association (AAA) in force
as of the date of the request for arbitration, which rules are deemed to be incorporated
by reference into this clause; (2) if the arbitration involves any parties not domiciled
in the United States, it will be conducted under the International Arbitration Rules
of the American Arbitration Association (AAA) in force as of the date of the request
for arbitration, which rules are deemed to be incorporated by reference into this
clause; (3) the arbitration shall be heard in a location agreed by the parties but,
if the parties cannot agree on a location within thirty (30) days of the request
for arbitration, the arbitration will be conducted at the AAA office having suitable
facilities nearest Seller's main offices; (4) the arbitrator will be selected from
a list using the recommended selection method under the rules applicable to the
arbitration proceeding; (5) the arbitrator will issue written findings of fact and
conclusions of law, and may award attorneys' fees and costs to the substantially
prevailing party, but in no event will any party be awarded penal, punitive or exemplary
damages; and (6) the award of the arbitrator will be enforceable in any court of
competent jurisdiction.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof, and supersedes any
and all statements, descriptions of Equipment, course of dealing, or usage of trade
previously existing between the parties with respect to such subject matter.
Any acceptance of this Sales Agreement is expressly limited to the terms of this
Agreement. After the contract is formed, it may only be modified by written
Change Order, in a form prescribed by Seller, which shall be signed and dated by
Seller's and Buyer's authorized representatives. Neither Seller or Buyer hereto
has entered into this agreement in reliance upon any representation, warranty, condition,
or undertaking of any other party which is not set out in this Agreement.
SEVERABILITY. If any provision of this Agreement is determined
to be invalid, in whole or part, it shall not affect the enforceability of any other
provisions of the Agreement, which shall remain in effect, and unaffected by such
invalidity.
Last revised 8/24/09
Sales Agreements Executed prior to August 24, 2009
Block Imaging International, Inc.
Standard Terms and Conditions of Sale
PURCHASE PRICE; PAYMENT. The Purchase Price shall be paid in United
States Dollars (USD). The Purchase Price quoted in the Agreement does not include
any taxes or any regulatory, permit, duties, tariffs, customs entry service fees,
terminal service charges or other fees that become owing to carry out or as the
result of this Agreement. Any such amounts not expressly Seller's responsibility
under the Agreement shall be the sole responsibility of Buyer. Unless otherwise
agreed, no Equipment will be released until full payment of the Purchase Price is
actually received at Seller's bank account, and accessible to Seller with out conditions.
Delinquent payments will be assessed a late fee of 1% per calendar month, straight
interest (or the maximum rate permitted by applicable law, if less), from the due
date thereof and continuing until such delinquent payments are paid in full. Notwithstanding,
if Buyer fails to make a required payment when the same is due, such failure shall
be a default in the performance of Buyer's obligations under this Agreement and
Seller may, in its discretion and without limiting its remedies, terminate the Agreement
and retain all deposits or other payments theretofore made by Buyer. The due dates
of payments required to be made by Buyer may not be excused or delayed, except by
written Change Order signed by Seller's authorized representative. If at any time
Seller, in its sole judgment, deems itself to be insecure under the Agreement, Seller
may require adequate assurances from Buyer, in a form and manner acceptable to Seller,
and Seller may suspend its performance under this Agreement, until such adequate
assurances have been provided. Failure to furnish such adequate assurances within
ten (10) days of demand shall constitute repudiation of the contract by Buyer, entitling
Seller to all of its rights and remedies therefor. Payments may be made by wire
transfer, with ALL BANK FEES TO BE PAID BY SENDER. Wire transfer instructions
shall be provided by Seller.
DE-INSTALLATION AND SHIPPING. Buyer will coordinate only with Seller
with respect to de-installation of the Equipment, including without limitation,
the date and time of de-installation, and shipping of the Equipment. Buyer will
immediately reimburse Seller for any additional costs incurred by Seller, plus a
factor of fifteen percent (15%) for overhead and administration, resulting from
delays in de-installation or shipping requested or caused by Buyer. Where Buyer
or its agent performs any part of the de-installation, Buyer will cause such de-installation
to be performed in a timely and workmanlike manner, subject to the instructions
and rules of the facility at which the de-installation is performed. Buyer will
indemnify and hold Seller harmless from and against any and all liabilities, judgments,
settlements, losses, damages, penalties, obligations, and expenses, including attorneys'
fees, incurred by Seller, arising out of any loss, damage or injury that occurs
during a de-installation performed by Buyer or its agent. The existence of insurance
shall not release Buyer from any of its obligations or liabilities under the Agreement.
DELAY. If BUYER fails or refuses to take possession of the equipment
for more than ten (10) days after the date such equipment is made available to BUYER,
such failure is a fundamental breach of contract by BUYER and SELLER may, at Seller's
option, terminate the SALES AGREEMENT, and retain all deposits or other payments
theretofore made by BUYER to compensate SELLER for cost associated with Buyer's
breach. Further, Seller may, but is not required to, sell any equipment identified
to the SALES AGREEMENT to another party to mitigate its damages resulting from Buyer's
breach. Any amounts in excess of the Purchase Price realized by SELLER upon sale
of such equipment will remain the sole property of the Seller. Nothing herein is
intended to limit any other remedies available to SELLER under applicable law as
the result of BUYER'S breach of contract.
DELIVERY. Delivery dates listed on in the Agreement are approximate
and dependent on numerous factors, some of which are outside of Seller's control.
Seller will use its commercially reasonable efforts to meet quoted delivery dates
but will not be responsible for any delays, damages, or losses due to (but not limited
to): fires, floods, earthquakes or other acts of God, accidents, riots, wars, acts
of terrorism, operation of law, government regulations or requirements, strikes,
labor difficulties, shortages of fuel, power, materials or supplies, unavailability
of transportation, or other acts or circumstances that are not within reasonable
control of Seller. The Buyer is responsible for Network connections to the equipment.
If Buyer wants the equipment to send images to a network, Seller will make time
available on the date of delivery or first arrival of installation engineer to help
facilitate this task. Buyer must provide a qualified person familiar with configuration
for the facility to work in person with the service engineer. Network will be tested
by transmitting images over the Buyer's Network. Subsequent service calls pertaining
to network issues are the responsibility of the Buyer. If such delay occurs, Buyer
agrees that Seller may extend the delivery date for a reasonable period of time.
Unless Seller has agreed otherwise in writing, Seller shall have no responsibility
whatsoever for the performance of, or the cost of, the installation of the Equipment.
DEFAULT. In the event Buyer defaults in the performance of its
obligations under this Agreement, in addition to all other remedies available to
Seller under the Agreement and under applicable law, Buyer shall pay Seller, within
ten (10) business days upon receipt of Seller's invoice: (1) all costs, including
overhead cost and normal markup of purchased materials and services, of all partially
completed items; (2) all costs, including normal markup, incurred by Seller to outside
suppliers and contractors in respect of the Agreement; and, (3) all other costs
incurred by Seller as a result of default.
INSPECTION. Buyer may, in its discretion and at its sole cost,
conduct a complete inspection of the Equipment to confirm that the system configuration,
components, software, function, acceptability, etc., conform to the descriptions
in the Agreement. The Inspection shall be completed at a time and place arranged
through Seller, within the time period specified in the Agreement. Failure of Buyer
for any reason to conduct an inspection during the time period set forth in the
Agreement for inspection shall be deemed a waiver of the Buyer's right of inspection,
and an acknowledgment that the Equipment conforms to this Agreement. If upon inspection
Buyer determines that the Equipment materially fails to conform to the Agreement,
then within two (2) days after its inspection, Buyer shall notify Seller in writing,
specifying the material non-conformity. Thereupon, Seller shall have the option,
at its sole expense, to: (1) take commercially reasonable steps to bring the Equipment
into conformity with the description in the Agreement; (2) offer an adjustment to
the Purchase Price to Buyer with respect to such Equipment; or (3) terminate the
Agreement and refund all amounts theretofore paid by Buyer under the Agreement.
If Seller elects to terminate and refund under clause (3), no further obligations
or liabilities will exist between the parties under the Agreement. If Buyer inspects
the Equipment and does not notify Seller of any material non-conformity, then the
Equipment will be conclusively deemed to conform to the Agreement in all respects
and to be acceptable to Buyer.
PASSAGE OF TITLE. Title to the Equipment listed in the Agreement
will pass to Buyer upon the later to occur of (1) Seller acquiring adequate title
to the Equipment so as to be able to transfer title to Buyer and, (2) Seller receiving
payment in full from the Buyer of the Purchase Price.
DISCLAIMER OF WARRANTIES. Unless otherwise stated in this Agreement,
the Equipment is sold "AS IS," with no warranties and with all faults, obvious and
latent, that may be discovered before or after Buyer's purchase. Seller did not
inspect, recondition, alter, modify, or manufacture the Equipment unless otherwise
stated in this Agreement. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING
BUT NOT LIMITED TO ANY WARRANTY REGARDING THE ACCURACY OF EQUIPMENT SPECIFICATIONS
OR OPERABILITY, NOR ARE THERE ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
LIMITATIONS OF LIABILITY. In no event, shall Seller be liable for
any special, consequential, incidental or penal damages including, but not limited
to loss of profit or revenue, loss of use of the products, or any associated equipment,
damage to associated equipment, cost of capital, cost of substitute products, facilities,
services or replacement power, down time cost, or claims of Buyer or Buyer's customer
for such damages. In no event shall Seller's liability to Buyer for any loss of
damage arising out of, or resulting from this Agreement, or from its performance
of breach, or from the Equipment or services furnished hereunder, exceed the Purchase
Price of the specific Equipment which give rise to the claim. If Seller furnished
Buyer with advice or other assistance which concerns any Equipment supplied hereunder
or any system or equipment in which any such Equipment may be installed and which
is not required pursuant to this Agreement, the furnishing of such advice or assistance
will not subject Seller to any liability, whether in contract, warranty, tort (including
negligence and strict liability) or otherwise. The parties agree that any claim,
lawsuit, or arbitral proceeding relating to the Agreement must be commenced no more
than six (6) months after the earlier to occur of: (1) delivery of the Equipment
to Buyer substantially conforming to the Agreement; or (2) the accrual of the cause
of action that is the subject of the proceeding. Each of the parties waives any
statute of limitations to the contrary. Buyer will indemnify and hold Seller harmless
from and against any and all liabilities, judgments, settlements, losses, damages,
penalties, obligations, and expenses, including attorneys' fees, incurred by Seller,
arising out of any loss, damage or injury that occurs from the subsequent use and
operation of the Equipment.
NON-CIRCUMVENTION. Some or all of the Equipment described in the
Agreement may be previously used equipment that Seller has arranged to acquire from
a third party (herein the "Source"). Buyer agrees that the identity of Seller's
Source is confidential information of Seller which shall not be disclosed to Buyer,
except as Seller deems necessary in its sole and absolute discretion to carry out
this Agreement. Buyer, intending to be legally bound, with full individual and corporate
responsibility, hereby and irrevocably agrees not to circumvent, avoid, or bypass
Seller, either directly or indirectly, nor to avoid Buyer's obligations under this
SALES AGREEMENT. Buyer agrees not to circumvent Seller, either directly or indirectly,
nor to avoid Buyer's obligations under this Agreement. Therefore, during the two
(2) year period after the date of this Agreement, if Buyer purchases all or part
of the Equipment described in the Agreement from the Source, directly or indirectly,
Buyer will pay Seller a finder's fee of 25% of the Purchase Price listed in this
Agreement for the Equipment.
ASSIGNMENT. This Agreement shall not be assigned by either party
without the other party's prior written consent, which consent will not be unreasonably
delayed or withheld.
GOVERNING LAW; DISPUTE RESOLUTION; JURISDICTION.
The Agreement shall be construed and governed according to the laws of
the State of Michigan and the United States of America. The provisions of the United
Nations Convention on Contracts for the International Sale of Goods, and any conflict-of-laws
provisions that would require application of another choice of law, are excluded.
In the event of any dispute arising from or relating to the Agreement, the parties
hereto shall initially use their best efforts to amicably settle the dispute. To
this effect, they shall consult and negotiate with each other in good faith and
attempt to reach a mutually satisfactory solution. If they do not reach such a solution
within a period of sixty (60) days, then, upon notice by either party to the other,
all disputes, claims, questions, or differences regarding the Agreement, or any
other matter between the parties, will be finally resolved by binding arbitration,
conducted in the English language using a single arbitrator. Unless otherwise agreed
by Seller: (1) if the arbitration involves only United States parties, it will be
conducted under the Commercial Arbitration Rules of the American Arbitration Association
(AAA) in force as of the date of the request for arbitration, which rules are deemed
to be incorporated by reference into this clause; (2) if the arbitration involves
any parties not domiciled in the United States, it will be conducted under the International
Arbitration Rules of the American Arbitration Association (AAA) in force as of the
date of the request for arbitration, which rules are deemed to be incorporated by
reference into this clause; (3) the arbitration shall be heard in a location agreed
by the parties but, if the parties cannot agree on a location within thirty (30)
days of the request for arbitration, the arbitration will be conducted at the AAA
office having suitable facilities nearest Seller's main offices; (4) the arbitrator
will be selected from a list using the recommended selection method under the rules
applicable to the arbitration proceeding; (5) the arbitrator will issue written
findings of fact and conclusions of law, and may award attorneys' fees and costs
to the substantially prevailing party, but in no event will any party be awarded
penal, punitive or exemplary damages; and (6) the award of the arbitrator will be
enforceable in any court of competent jurisdiction.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter hereof, and supersedes any
and all statements, descriptions of Equipment, course of dealing, or usage of trade
previously existing between the parties with respect to such subject matter. After
the contract is formed, it may only be modified by written Change Order, in a form
prescribed by Seller, which shall be signed and dated by Seller's and Buyer's authorized
representatives. Neither Seller or Buyer hereto has entered into this agreement
in reliance upon any representation, warranty, condition, or undertaking of any
other party which is not set out in this Agreement.
SEVERABILITY. If any provision of this Agreement is determined
to be invalid, in whole or part, it shall not affect the enforceability of any other
provisions of the Agreement, which shall remain in effect, and unaffected by such
invalidity.


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