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Power Innovations International, Inc.
Terms and Conditions of Sale

Controlling Terms

Buyer’s acceptance of goods and/or services shall constitute acceptance of these terms and conditions. Terms or provisions of Buyer’s order that are inconsistent with or in addition to Power Innovations’ terms and conditions shall not be binding unless accepted in writing by Power Innovations. Power Innovations’ failure to object to any provision contained in a communication from Buyer shall not be a waiver of these terms and conditions. If any terms or conditions of sale are declared by an arbitrator, or court or other body having jurisdiction, to be invalid or unenforceable, the remaining terms and provisions shall remain in full force and effect. This transaction shall be governed by the laws of the state of Utah, U.S.A.

Delivery and Risk of Loss

Domestic delivery shall be F.O.B. origin. Title and risk of loss shall pass to Buyer when products are delivered to Carrier unless otherwise agreed to in writing by Power Innovations. Upon request by Buyer and if agreed to by Power Innovations, Power Innovations shall prepay costs and invoice Buyer for freight and shipping/handling and insurance costs. International orders shall be FOB factory. Freight and insurance for international shipments may be provided for a fee upon request. No order is assignable without Power Innovations’ prior written approval.

Payment

For first time purchases, 100% of the invoiced amount is due in U.S. Dollars upon acceptance of purchase order. On approved credit, terms are: 50% down, balance net 30 days after delivery (or, if applicable, installation of the system), unless otherwise stated in writing by Power Innovations.

Power Innovations may modify its payment terms if, in its sole opinion, the payment history or financial condition of Buyer warrants. A monthly finance charge of 1.5% (18% annually) will be imposed on any portion of an account not paid within the terms indicated on the Quotation. Prices exclude any tax or duty now or hereafter imposed upon the production, storage, sale, transportation, or use of the products. Payment is required prior to shipment for international sales.

International Sales

The following payment terms by be required for international sales:

All payments must include estimated shipping and transportation service charges, unless shipped freight collect. Overpayment of charges shall be refunded.

Letter of Credit – Payment shall be made by an Irrevocable Letter of Credit issued in favor of Power Innovations, as beneficiary, to be advised, confirmed and payable at the counters of the U.S. negotiating bank. The Letter of Credit must be opened 60 days prior to the acknowledged ship date with validity held 45 days past such date and must be payable at sight in U.S. Dollars for 100% of the amount invoiced.

Documentary Collection. All documents permitting usual clearance will be forwarded to the draft processing bank at destination.

Cash in Advance. Payment may be made by wire transfer to Power Innovations International, Inc.

Collection Costs

Customer agrees to pay reasonable attorney fees and legal costs incurred should it become necessary to use such methods to collect amounts past due.

Cancellation

Orders may not be canceled or rescheduled without Power Innovations’ written consent and are subject to cancellation or reschedule charges determined by Power Innovations.

Export Regulations

The sale of Power Innovations products and technology is subject to and contingent upon compliance with U.S. Export Administration Regulations. All international orders are contingent upon approval of export licenses required by the Government. The use, sale, re-export, delivery or retransfer, directly or indirectly, of the items described herein, in or to any activities related to the design, production, use, or stockpiling of chemical, biological or nuclear weapons or missiles is strictly prohibited.

Excusable Delays

Power Innovations shall not be liable for non-delivery or delay in performance when such delay is directly or indirectly caused by, or in any manner arises from, delay or failure to deliver by Power Innovations’ suppliers, weather, fires, floods, accidents, riots, war, governmental interference or embargoes, strikes or shortage of labor, or other causes (whether or not similar to those specified) beyond its control. Delivery shall be deemed suspended so long as such causes delay performance. Power Innovations agrees to make, and Buyer will accept, deliveries at a reasonable time after remedy of such causes. Quoted weeks ARO are approximate.

Design Changes

Power Innovations and its suppliers reserve the right to change product design or specifications at any time without notice.

Software

Power Innovations grants a perpetual, non-exclusive license to Buyer to use ordered software on a single unit of product. Title to software shall remain in Power Innovations or its suppliers. The license may be terminated if Buyer discloses the software to others without Power Innovations’ consent. Back-up copies of the software may be made and Buyer may sublicense the software along with the transfer of said single unit of product.

Limited Warranty

Power Innovations International, Inc. (hereinafter “Power Innovations”), warrants this product to be free from defects in material and workmanship and, subject to the conditions set forth below, agrees to repair or replace (at the sole option of Power Innovations) any part of the enclosed unit which proves defective for a period of one (1) year from the date of purchase. Spare parts are warranted for ninety (90) days. Replacement parts or units may be new or refurbished and will meet specifications of the original parts or unit.

This warranty gives specific legal rights, and the User may also have other rights, which vary from state to state, or internationally. This warranty is limited to the original purchaser of the product and is not transferable. This warranty covers only the supplied components of Power Innovations. Service required as a result of third-party components is not covered under this warranty. Proof of Purchase will be required by Power Innovations to substantiate date of purchase. Such proof of purchase must be an original bill of sale or receipt containing name and address of seller, purchaser, and the serial number of the product.

It is the obligation of the purchaser to have the product shipped, freight prepaid, or delivered to the authorized reseller from whom it was purchased or other facility authorized by Power Innovations to render the services provided hereunder in the original package. All products returned to Power Innovations for service MUST have prior approval, which should be obtained by calling 801-785-4123. The product will not have been previously altered, repaired, or serviced by anyone other than a service facility authorized by Power Innovations. The serial number of the product shall not have been altered or removed. In order to be covered by this warranty, the product will not have been subjected to accident, misuse or abuse or operated contrary to the instructions contained in the User’s Manual. Any such conditions will void the warranty.

Limitation of Remedies

Power Innovations’ entire liability and the User’s exclusive remedy shall be replacement of the unit if all conditions described under “Limited Warranty” have been met. In no event will Power Innovations be liable for any other damages arising out of the misuse of the unit.

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