1.  Prices 
All prices are F.O.B point of manufacture, unless otherwise specified in writing.

2.  Tolerances and Variations
All goods shall be subject to tolerances and variations consistent with usual trade practices regarding dimensions, straightness, section composition and mechanical properties and normal variations in surface and internalconditions and quality and shall also be subject to deviations from tolerances and variations, consistent with practical testing and inspection methods.

3.  Technical Matters
Unless stated in writing to the contrary, Seller shall retain title to all drawings, design specifications, technical data, materials, tools, special dies, patterns and any other intellectual property used in connection with the performance of this order. 

4.  Delay
Seller shall not be liable for delay or default in shipment for any cause beyond Seller’s reasonable control including, but not limited to, government actions, shortage of labor, raw material, production or transportation, facilities, labor difficulty, supply chain disruptions, pandemics, fire, flood or accident or natural disaster. In the event of any delay in Seller’s performance due in whole or in part to any cause beyond Seller’s reasonable control, Seller shall have such additional time for performance as may be reasonably necessary under the circumstances. 

5.  Interest
Buyer shall pay interest at the rate of one and one-half percent (1-1/2%) permonth (i.e., 18% per year) on overdue accounts, or if such rate is prohibited by law, then the maximum legal rate permitted.

6.  Taxes 
Buyer agrees to pay and indemnify Seller against all federal, state, local or foreign taxes, excises or other governmental charges (excluding income taxes) upon the sale, transportation or use of the equipment and material described herein that Seller may be obliged or required to pay.

7.   Risk of Loss
Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon risk of loss or damage, shall be Buyer’s. Any claim by Buyer against Seller for shortage or damage occurring prior to such delivery must be made within five (5) days after receipt of shipment and accompanied by original transportation bill signed by carrier noting that carrier received goods from seller in condition claimed by Buyer as short or damaged.

8.   Suspension of Performance
Seller reserves the right to require payment for any shipment hereunder in advance, or satisfactory security, if the financial responsibility of Buyer becomes unsatisfactory to Seller, in Seller’s sole and absolute discretion. If Buyer fails to make payment in accordance with the terms of this agreement or fails to comply with any provision hereof, Seller may at its option, (and in addition to other remedies) cancel any unshipped portion of this order, but Buyer is to remain liable for all unpaid amounts.

9.   Order Cancellation
In the event of cancellation of any order by Buyer, it is agreed that Seller shall retain as liquidated damages, and not as a penalty, any amounts paid by Buyer to Seller pertaining to said order, and that Buyer shall not be entitled to any refunds whatsoever.

10.  Shipment
Seller will use all reasonable efforts to comply with Buyer’s requests as to method of shipment, but Seller reserves the right to use an alternate method of transportation or route of shipment, if substantial delay might otherwise occur. In such cases, Seller will notify Buyer of such changes as soon as reasonably possible. In all events, buyer shall be responsible for the method of loading and shipment.

11. Payment After Delivery
All unpaid sums on any order shall be paid by Buyer to Seller no later than two weeks after delivery of any machine, if Seller has offered to make a technician available, during said two-week period for installation purposes.

12.  Warranty
VICON MACHINERY, LLC. (“Seller”) warrants equipment manufactured by it against defects in materialand workmanship for a periodof twenty-four (24) months from date of delivery. Seller agrees, that without charge, equipment found to be defective in material and workmanship will be repaired, or at Seller’s option, replaced F.O.B. Seller’s plant, if written notice of such defects is received by Seller within two (2) years after date of shipment, and provided said equipment has been properly installed, operated in accordance with Seller’s instructions, and provided such defects are not due to abuse or misuse. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION HEREIN. THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, EXPRESSED OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DISCLAIMS, AND BUYER WAIVES ALL IMPLIED WARRANTIES UNDER THE UNIFORM COMMERCIAL CODE, COMMON LAW OR OTHERWISE INCLUDING, WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s obligation, if any, is expressly limited to repair or replacement as specified above of such defects of which proper notice has been given to seller and which are proven to be defective upon inspection by Seller.
Seller’sliability for breachof warranty hereunderis limited solely to the replacement or repair of defective equipment which shall be returned to Seller’s plant or to any designee of Seller for such purpose. The Seller assumes no responsibility nor shall allowance be made nor will Seller be liable for any damages or other expense for repairs made on the Seller’s equipment unless done by Seller’s authorized personnel, or by written authority from the Seller. No equipment shall be returned to Seller without its written consent. This warranty is personal to Buyer and may not be assigned or otherwise transferred without Seller’s written consent.

13.  Security Documents
It is understood that the Seller retains title to the machinery, equipment, and materials being purchased until Seller is paid. Buyer agrees to execute appropriate security agreements, financing statements and similar documents reasonably required by Seller to secure in conformance with the Uniform Commercial Code as adopted by the State of Illinois. In the event Buyer should fail or refuse to execute any of the foregoing documents, Buyer does hereby appoint any officer of Seller as Buyer’s attorney-in-fact, to act for Buyer and in Buyer’s name to execute any and all of the aforementioned documents, with the same effect as if Buyer had executed the same. 

14.   No Liability 
Seller shall not be liable under any circumstance for consequential, punitive, special or incidental damages.

15.   Damage caused by the Products
15.1  Seller shall have no liability for injury or damage caused by the Products after the delivery to any person or to any movable or immovable property or consequential loss due to such damage or to products manufactured by the Buyer or to products of which the Buyer’s products form a part.

15.2  The Buyer shall indemnify and hold seller harmless to the extent that seller incurs liability towards any third party in respect of loss or damage or injury for which seller is not liable towards the Buyer according to the above. 

16.   Revocable Offer 
The offer to sell set forth in the attached Proposal may be revoked by Seller at any time prior to Buyer’s written acceptance thereof.

17.   Assignment
This Agreement may not be assigned by Buyer without the prior written consent of Seller.

18.   Entire agreement 
These terms and conditions together with the attached proposal represent the entire agreement between buyer and seller (the “Agreement”), all earlier oral and writtenagreements having been merged herein,and no terms or conditions in any way adding, modifyingor otherwise alteringthe provisions stated herein shall bind Seller unless in writing and signed and approved by an officer of Seller. No modification of these terms will be affected by Seller’s shipment of goods following receipt of buyer’s shipping request or other forms containing printedterms and conditions conflicting or inconsistent with the terms herein. This agreement and entire transaction shall be governed by the laws of the state of Illinois and any disputes of whatevernature or kind shall be resolved in the circuitcourt of cook county in the state of Illinois.

19.    No re-export to Russia 
14.1 The Company shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.e.

14.2 The Company shall undertake its best efforts to ensure that the purpose of Section I is not frustrated by any third parties further down the commercial chain, including by possible resellers. 

14.3 The Company shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of Section I.

14.4 Any violation of Sections 14.1, 14.2 or 14.3 shall constitute a material breach of an essential element of this Agreement, and the Vicon Machinery, LLC shall be entitled to seek appropriate remedies, including, but not limited to:
(i) termination of this Agreement; and
(ii) a penalty of 100 per cent of the total value of this Agreement or price of the goods exported, whichever is higher.

14.5 The Company shall immediately inform Vicon Machinery. LLC about any problems in applying Sections 14.1, 14.2 or

14.3, including any relevant activities by third Parties that could frustrate the purpose of Section I. The Company shall make available to Vicon Machinery, LLC information concerning compliance with the obligations under Sections 14,1, 14.2 or 14.3 within two weeks of the simple request of such information.