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STANDARD TERMS AND CONDITIONS FOR PACKAGING MACHINERY
By placing an order, Buyer agrees to the following terms and conditions:
1.
TERMS OF PAYMENT: Cash in lawful U.S. currency payable as follows: For base machinery w/o automatic in-feed devices, (2/3) of net price with the
order and the final (1/3) of net price within thirty (30) days after shipment. For all custom systems and systems with automatic in-feed devices, (50%) of net
price with the order, (40%) of net price prior to shipment and (10%) of net price within thirty (30) days after shipment. In addition to any other remedy of
Sharp hereunder, if the final payment is not received by Sharp within thirty (30) days after shipment, Buyer shall pay interest thereafter at the rate of eight-
een (18) percent per year or the maximum rate permitted by law, whichever is less.
2.
SHIPMENT: All prices are f.o.b. Sharp's plant in Sussex, Wisconsin. Method and route of shipment are at Sharp's discretion and freight is prepaid and
added to Buyer's invoice unless Buyer supplies to Sharp explicit written instructions as to method and route of shipment in which case freight is billed
collect. All shipments are insured at Buyer's expense and made at Buyer's risk.
3.
DELIVERY: Shipping promises are made in good faith. Shipping dates appearing on acknowledgments or orders, or given Buyer in any other manner,
are approximate. When Buyer delays in supplying information necessary to proceed with the order, the date of shipment may be extended accordingly and
determined by the conditions of Sharp's factory at the time specifications are completed. Sharp shall not be liable for any failure or delay of delivery or
performance of this order due to causes beyond its reasonable control. The existence of such causes of delay shall extend the time for delivery or perfor-
mance of this order by the period of time lost for such reasons unless Sharp and Buyer shall have otherwise expressly agreed in writing.
4.
QUOTATIONS AND PRICES: Sharp's written quotations of prices automatically expire thirty (30) calendar days from the date issued and are subject to
change or to termination by notice within the period. Clerical errors are subject to correction.
5.
TITLE: RIGHTS RESERVED UNTIL PAYMENT: Until payment of the entire purchase price of the machine purchased: (a) ownership title shall remain in
Sharp; (b) Buyer shall not sell, pledge, mortgage or otherwise encumber the machine or permit the machine to be encumbered, shall not remove the ma-
chine from its premises, shall protect and keep insured the machine at Buyer's expense (with proceeds payable to Sharp as its interest appears) against
injury, loss or destruction, and shall execute and file such Financing Statement as to the property under the Uniform Commercial Code as Sharp shall
reasonably request. No injury, loss or destruction of the machine after delivery to Buyer shall release Buyer from its obligation to pay Sharp the entire
purchase price. Upon receipt by Sharp of payment of the entire purchase price for the machine, title shall automatically vest in Buyer and Sharp will exe-
cute releases or other documents as Buyer may request to confirm that fact.
6.
DEFAULT: On cancellation of the order by Buyer or default by Buyer in any payment of the price or in the performance of any terms or conditions imposed
on Buyer herein, Sharp, without notice, may (a) take immediate possession of the machine as Sharp's own individual and sole property, free and clear of
any claim by Buyer, and retain any and all payments made as liquidated damages for Sharp's lost profits, any use of the machine by Buyer, any deprecia-
tion of the machine, and any expense to Sharp of taking possession of the machine; or (b) take immediate possession of the machine and sell the ma-
chine, without notice, in which case the proceeds of sale shall be applied on the unpaid balance of the price and expenses to Sharp of taking possession,
storage and resale. If the proceeds of the resale do not equal the portion of the price remaining unpaid and the expenses to Sharp of taking possession,
storage and resale, Buyer agrees to promptly pay to Sharp any deficiency. Buyer hereby irrevocably grants to Sharp, or Sharp's agents or servants, the
right to enter at any time, with or without force, any premises in which the machine may be located, and the right to examine or take possession of the
machine. Buyer waives any right of action, which might accrue by reason of the entry, or the taking of possession of the machine.
7.
TAXES: Sharp's prices do not include sale, use, excise or similar taxes or charges now or hereafter imposed. The amount of any such taxes or charges
shall be paid by Buyer, or in lieu thereof, Buyer shall provide Sharp with a tax exemption certificate acceptable to the taxing authorities.
8.
LIMITED WARRANTY: Sharp warrants to the original Buyer only that each new machine will be free from defects in material and workmanship, when
properly maintained and under normal use and service, subject to the terms of this warranty. Buyer's sole and exclusive remedy under this warranty shall
be limited to repair or replacement, at Sharp's option, of any defective part of the machine which is returned, transportation prepaid, to Sharp's authorized
service center within the warranty period. The warranty starts on the date the machine is delivered to the original Buyer and expires one (1) year for parts,
and ninety (90) days for labor, after that date. Buyer, at Sharp's request, shall provide documents establishing the delivery date. Exclusions: This war-
ranty shall not apply to: (a) any machine subjected to misuse, abuse, or accident; (b) damage in transit or from external sources; (c) overloading of ma-
chine capacity; (d) failures which are due to a lack of proper maintenance or care as prescribed in the operating and maintenance instructions; (e) normal
wear and tear or relatively minor adjustments; (f) replacement of consumable items (including, but not limited to, heating elements, silicon pads and Teflon
cloth/tape); (g) repairs or alterations performed by any organization other than Sharp or Sharp's authorized service centers and (h) parts, accessories, or
other items manufactured by others which are in any way used and/or installed in or on the machine; such machine components may be covered under
their own manufacturer's warranties. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY AND ALL OTHER EXPRESS OR IMPLIED WARRAN-
TIES, WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. THIS WARRANTY SHALL CONSTITUTE THE SOLE REMEDY OF BUYER AND THE SOLE LIABILITY OF SHARP, WHETHER IN CON-
TRACT, TORT OR STRICT LIABILITY. IN NO EVENT SHALL SHARP BE LIABLE FOR ANY LOSS PROFITS OR OTHER INCIDENTAL, CONSEQUEN-
TIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR CONNECTED WITH THE FURNISHING, PERFORMANCE, USE OF OR INABIL-
ITY TO USE THE MACHINE, EVEN IF SHARP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM AGAINST
BUYER BY ANY OTHER PARTY. Buyer shall give written notice to Sharp of any alleged failure or refusal of Sharp to repair or replace as promised by this
warranty within fifteen (15) days after Buyer learns of the alleged failure or refusal. If Buyer fails to do so, this warranty shall be void as to the alleged
failure or refusal. No action for breach of this warranty shall be commenced more than one year after the cause of action accrues. No modification of this
warranty or waiver of its terms shall be binding on Sharp unless approved in writing by an authorized corporate officer of Sharp. This warranty is the entire
warranty given by Sharp on the machine and supersedes any prior statements or representations.
9.
INDEMNIFICATION: Buyer agrees to indemnify and hold Sharp harmless from all claims, demands, losses, damages, costs and expenses, including legal
fees, arising out of: (a) any machine subjected to misuse, abuse, or accident; (b) damage in transit or from external sources; (c) overloading of machine
capacity; (d) failures which are due to a lack of proper maintenance or care as prescribed in the operating and maintenance instructions; (e) normal wear
and tear or relatively minor adjustments; (f) replacement of consumable items (including, but not limited to, heating elements, silicon pads and Teflon cloth/
tape); (g) repairs or alterations performed by any organization other than Sharp or Sharp's authorized service centers and (h) parts, accessories, or other
items manufactured by others which are in any way used and/or installed in or on the machine.
10.
COLLECTION: If Sharp commences any action against buyer to collect any amount due from Buyer to Sharp in connection with the order, Buyer shall pay
Sharp's costs of collection, including reasonable attorneys' fees, whether incurred before or after judgment.
11.
GENERAL: The "Agreement" means only the provisions of these Standard Terms and Conditions. Acceptance of Buyer's order is expressly made condi-
tional on Buyer's assent to these Standard Terms and Conditions. The Agreement states the entire agreement of the parties concerning the order. The
Agreement supersedes all prior agreements, communications, and representations between Buyer and Sharp concerning the order, including any provi-
sions in any order or other form initiated by Buyer which are not expressly accepted by Sharp in writing. The Agreement may not be modified or amended
except by written agreement of Sharp signed by an authorized corporate officer of Sharp. Sharp's remedies under the Agreement shall be cumulative.
Sharp's election of one remedy shall not preclude pursuit of other remedies. Sharp's waiver of any right shall not prevent Sharp from exercising that right
subsequently. Any notice to Buyer shall be deemed given when (a) mailed to Buyer by first class mail at its last known address, or (b) transmitted to Buyer
by facsimile at its last known facsimile number, or (c) received by Buyer, whichever is first. If any part of the Agreement is invalid, the rest of the Agree-
ment shall remain in effect.
12.
GOVERNING LAW AND FORUM: The Agreement shall be interpreted under and governed by the laws of the United States and the State of Wisconsin.
Any action arising out of, related to, or connected with the Agreement or machines sold under the Agreement shall be commenced only in the United
States District Court for the Eastern District of Wisconsin or the Circuit Court for Waukesha County, Wisconsin. Buyer consents to personal jurisdiction and
venue in such courts.
13.
Revised: November 27, 2006
Sharp Packaging Systems
MAX-PRO Operator Manual
SHARP PACKAGING SYSTEMS ("SHARP")
Supersedes: July 19, 2006
P.O. Box 124
WARRANTY
Sussex, WI 53089
1-+1 (262) 246-8815
5-1
APPENDIX - A
FAX (262) 246-8885
Original Printed in English
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