DOMESTIC (INTERNATIONAL) TERMS & CONDITIONS OF SALE

1. ACCEPTANCE Seller makes all quotations and accepts orders only on the terms and conditions state herein. All orders are subject to acceptance only at Seller’s facility in Rockford, IL.  No condition stated by Buyer shall be binding upon Seller if in conflict with, inconsistent with or in addition to the terms and conditions stated herein, unless expressly accepted in a writing signed by the Seller.  In the event of conflict or differences in the terms of Buyer’s order form and the terms state herein, the terms stated herein shall govern.  Seller shall have no responsibility to commence any of its obligations related to the order until Seller’s receipt of initial down payment.
2. SHIPMENTS
   1. DOMESTIC SHIPMENTS – All orders are Ex Works Seller’s facility in Rockford, Illinois USA (or Ex Works such warehousing facilities as Seller may establish) as defined by the International Chamber of Commerce (ICC) Incoterms 2010 unless otherwise agreed to in writing.
   2. INTERNATIONAL SHIPMENTS – All orders are FCA Seller’s facility in Rockford, Illinois USA (or FOB such warehousing facilities as Seller may establish) as defined by the International Chamber of Commerce (ICC) Incoterms 2010 unless otherwise agreed to in writing. All freight charges, insurance premiums, duties and taxes are the responsibility of the Buyer.
   3. Buyer is responsible for arranging and paying for shipment of goods from Seller’s facility to Buyer’s final destination. Buyer’s freight carrier must be approved by Seller to provide for the safe and proper delivery of goods to Buyer’s final destination.
   4. Some equipment may be drop shipped to Buyer from a supplier. Under these circumstances, Seller is responsible for all freight costs associated with shipment of these components.
   5. Title shall pass to the Buyer upon receipt by the Seller of the final payment of Buyer’s obligations related to the purchase of the goods.
3. DELIVERY

The scheduled shipment date is to be considered an estimate, in no event to be considered of the essence, and subject to filling prior orders and delays caused by strikes, accidents, shortages or other causes beyond Seller’s control.  Buyer’s acceptance of delivery time from the shipper shall constitute a waiver of any claim for delay, and in no event shall Seller be liable for any incidental or consequential damages arising in connection with delay or non-delivery for any reason.

4. PRICES
   1. All prices are in US Dollars.
   2. Prices are Seller’s current prices and are subject to change without notice at any time prior to acceptance of Buyer’s order.
   3. Prices are subject to all federal, state and local taxes upon the production, sale or shipment of the goods sold hereunder, now or hereafter becoming effective, and if not included in the invoice, such amount may be invoiced later, and Buyer shall pay all such taxes. If the goods are exempt from such taxes, Buyer must furnish Seller with an applicable exemption certificate.
   4. All expenses related to the effecting of all payments, the expenses imposed by the Buyer’s bank and by the correspondent bank shall be paid by the Buyer. All expenses imposed by the Seller’s bank and by correspondent bank of the Seller’s bank shall be defrayed by the Seller.
5. PAYMENT TERMS
   1. DOMESTIC PAYMENT TERMS, as a percentage of the total price, are:
      1. 40% initial down payment with purchase order;
      2. 30% payment thirty (30) days following receipt of Buyer’s purchase order shipment of goods but not to exceed shipment date of the goods;

• 20% payment prior to shipment (If the shipment is delayed by the customer from the original mutually agreed upon ship date, the payment required prior to shipment will be due no later than 30 days after the original agreed upon ship date);

1. 10% net 30 days from shipment date (If the start-up is delayed by the customer from the original mutually agreed upon start-up date, final payment will be due no later than 30 days from the original mutually agreed upon ship date).

1. INTERNATIONAL PAYMENT TERMS, as a percentage of the total price, are:
   1. 40% initial down payment with purchase order;
   2. 30% payment thirty (30) days following receipt of Buyer’s purchase order shipment of goods but not to exceed shipment date of the goods;

• 30% payment prior to shipment (If the shipment is delayed by the customer from the original mutually agreed upon ship date, the payment required prior to shipment will be due no later than 30 days after the original agreed upon ship date);

1. Partial invoices may be issued for partial shipments of goods.

6. INSTALLATION AND FINAL ACCEPTANCE OF GOODS:
   1. Buyer must perform all pre-installation and installation obligations for all equipment in strict compliance with the manuals and instructions provided by Seller. Seller reserves the right to invoice Buyer all reasonable expenses associated with installation delays caused by the Buyer’s failure to complete such pre-installation and installation obligations.  Reasonable charges include, but are not limited to, labor time and travel time charges per the Seller’s hourly labor rate schedule then in effect, as well as travel and living expenses incurred.
   2. Rigging of equipment will be at Buyer’s cost and must be performed in strict accordance with manuals and instructions provided by Seller.
   3. Seller agrees to (i) supervise the installation of the equipment, (ii) test equipment within a reasonable amount of time following successful installation of equipment; (iii) perform Final Acceptance test; (iv) provide Buyer training in the operation and maintenance of the equipment and (v) examine the equipment in operation during production start-up.
   4. Final Acceptance shall be deemed to occur no later than the initial successful production at Buyer’s facility of the mutually agreed upon test part if an Operational Test Acceptance is to be performed, or the standard test part as specified by the Seller if no such Operational Test Acceptance is to be performed, not to exceed forty-five (45) days from the date of shipment, whichever comes first. If delay of the Final Acceptance is caused by the Seller, the Final Acceptance shall be extended by the amount of time equal to the Seller’s delay. Final Acceptance is deemed to occur no later than Buyer’s commencement of the equipment’s operation for production.
   5. Buyer shall provide material and tooling to run the test part at its sole expense.
7. WARRANTY; LIMITATION OF LIABILITY:
   1. THE WARRANTY CONTAINED HEREIN IS IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED BY STATUTE OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NONINFRINGEMENT (WHICH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED UNDER THIS CONTRACT), OTHER THAN A WARRANTY OF TITLE.
   2. Seller warrants the goods sold hereunder (excluding software materials, as defined below) which (i) are located in the Buyer’s original destination, (ii) have been properly installed and maintained by authorized persons, and (iii) have been operated within the limits of rated and normal usage, as directed by the Seller, will be free from defects in material and workmanship, as determined by Seller’s inspection, for a period of twelve (12) months from date of shipment (the “Warranty Period”) unless otherwise agreed to in writing by Seller. Seller grants no warranty on tooling and consumables, and other perishable items, the life of which depends upon care and use normally beyond Seller’s control. The terms of this warranty do not apply to any goods which have a life, under normal usage, that is inherently less than one year, including but not limited to punches and dies, plasma nozzles and electrodes, and laser cutting head optics, cover slides, nozzles, nozzle adapters, ceramic insulators and any other items located below the lower cover slide.
   3. Any goods covered by this warranty that are determined by Seller to be defective, will be repaired or replaced at Seller’s option, as the sole and exclusive remedy available to Buyer under this warranty. Seller reserves the right to inspect the goods that are asserted to be defective to confirm its condition.
   4. Seller may, at its option, repurchase at the Buyer’s allocable purchase price defective equipment under warranty in full satisfaction of Seller’s obligations hereunder.
   5. The warranties provided herein shall be void if (i) equipment (including Software Materials) is utilized by Buyer for a purpose or to perform a function for which such equipment was not designed or originally intended; (ii) any change, addition, alteration, modification or repairs have been made in or to equipment without Seller’s prior written consent; (iii) where equipment is used with consumables, tooling, accessories and/or modifications not furnished by Seller that have not been recommended or approved by Seller in writing; (iv) where Buyer has failed to utilize qualified maintenance and operating personnel in the operation and/or repair of the equipment; (v) where maintenance and operation of the equipment has not been in strict accordance with applicable manuals and instructions furnished by Seller; or (vi) where equipment has been subject to misuse, negligence or accident in installation or operation beyond Seller’s control.
   6. This warranty is extended to the Buyer only and is not transferable or assignable, except that if the goods are resold to the original user by a Buyer which is a distributor or original equipment manufacturer, this warranty will be deemed assigned to such user, provided the Buyer gives prompt written notice to Seller of the name and address of such user, and the date of delivery to such user.
   7. Seller’s obligation to furnish field service labor, if provided hereunder, shall be at Seller’s sole discretion and extend only to furnishing one service technician or representative. If additional labor is needed, as will frequently be the case for larger pieces of machinery and equipment, such labor must be furnished by the Buyer or user at its cost and in cooperation with Seller’s service technician or representative. Seller will not grant any allowances for repairs or alterations made without its prior written consent.
   8. Seller shall not be liable under this warranty unless, during the applicable Warranty Period, Buyer gives Seller prompt notice of a claimed defect, including a detailed description of the problem or difficulty, and establishes that the equipment has been properly installed, maintained, and operated. If Seller determines, in its sole discretion, that the defect may create an unsafe working condition, the Buyer must cease operation of the equipment until the defect is resolved. In any event, Seller will act within a reasonable time frame to respond to any such claimed defect.
   9. Seller will pay shipping charges on warranty replacements and determine the most suitable method of shipment at its discretion. Shipment of such replacement parts is on the condition that Buyer, if requested, concurrently return the defective parts to Seller. Buyer will be responsible for any freight charges that differ from standard service rates. If Seller directs Buyer to return the defective part, Seller will pay shipping charges on the returned part.
   10. Seller warrants repair or replacement parts, except for non-warranty items as described herein to be free of defects in material and workmanship for 90 days from the date of shipment by Seller or until the expiration of the machine warranty, whichever is greater. All other terms and exclusions of the warranties provided herein shall apply.
   11. This warranty will be effective only if, and for so long as, the Buyer complies with all payment obligations hereunder.
   12. Descriptions, specifications, drawings and other particulars, excluding software materials, however issued by or on behalf of Seller, are not warranted and Seller will not be bound thereby. If any such items are deemed to be warranted, the Buyer’s rights and obligations with respect thereto will be the same as those set forth herein, subject to the limitations contained herein.
   13. Production data and projections, where given, are based on Seller’s analysis and understanding of the limits of accuracy, strength of materials, material condition, handling facilities provided, etc., but are nonetheless estimates only and are not guaranteed or warranted. In no event shall Seller be responsible for performance figures or projections supplied by Seller, its subcontractors or other third parties.
8. LIMITATION OF LIABILITY NOTWITHSTANDING ANY PROVISIONS OF THESE TERMS AND CONDITIONS TO THE CONTRARY, SELLER’S LIABILITY ON ANY CLAIM(S) OF ANY KIND, INCLUDING NEGLIGENCE OR STRICT LIABILITY, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE PERFORMANCE OR BREACH OF THE TERMS HEREOF, OR FROM THE DESIGN, MANUFACTURE, SALE, DELIVERY, RESALE, INSTALLATION, TECHNICAL DIRECTOR OF INSTALLATION, INSPECTION, REPAIR, OPERATION OR USE OF ANY GOODS SOLD BY SELLER TO BUYER, SHALL IN NO CASE EXCEED THE PRICE ALLOCABLE TO THE GOODS WHICH GIVE RISE TO THE CLAIM. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH A BREACH OF THE CONTRACT OF SALE OR ANY OTHER DUTY OF SELLER WITH RESPECT TO THESE GOODS INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES SUCH AS FOR LOST PRODUCTION, LOST PROFITS, LOST SALES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, OR INJURY TO PERSONS OR PROPERTY.
9. RETURNED GOODS POLICY:
   1. No equipment will be accepted for return without prior written authorization from the Seller. All returns are subject to Seller’s inspection upon receipt. Credit will not be allowed on damaged or used material.
   2. If a return is allowed by Seller, a restocking charge of the greater of (i) 20% of the invoice price or (ii) $20.00 will be charged to Buyer on return of goods.
   3. All equipment authorized for return shall be shipped prepaid by Buyer to Seller. Risk of loss of all returned goods shall remain with Buyer until Seller’s acceptance of delivery at Seller’s premises. Collect shipments will be refused unless written authorization has been given prior to shipment.
10. PURCHASE MONEY SECURITY INTEREST

Notwithstanding any provisions of these Terms and Conditions to the contrary, to the extent title to the equipment passes to Buyer by operation of law or otherwise, in order to secure the payment to Seller of the unpaid portion of the purchase price for the equipment and the performance of all other obligations of the Buyer according to the terms and conditions of the purchase, Buyer hereby grants to Seller, and Seller hereby retains, a purchase money security interest in all of the equipment, together with any proceeds of the equipment.  Buyer authorizes Seller to file a uniform commercial code financing statement, or take such other action necessary to perfect or otherwise provide notice of its security interest, without Buyer’s signature or further authorization in order to perfect such security interest. If Buyer’s signature on the financing statement is required, Buyer authorizes Seller to sign the financing statement on Buyer’s behalf and designates Seller as Buyer’s agent for such limited purpose. Seller shall have all rights and remedies available to secured creditors under the Illinois Uniform Commercial Code and other applicable laws.

11. NOTICE OF CLAIMS Buyer shall inspect the goods upon receipt and shall notify Seller in writing of any claims including claims for shortage or breach of warranty within 14 days after Buyer discovers or should have discovered facts upon which the claim is based. Failure of Buyer to give written notice of a claim within the time period or in the form specified above shall be deemed to be a waiver of such claim.
12. INSURANCE The risk of loss passes to Buyer upon delivery of the goods to the freight carrier at Seller’s facility. Insurance against loss or damage to the goods during shipment is the responsibility of Buyer.  Claims against a carrier for damage caused during transport to the destination will be made by the Buyer.  Until the entire purchase price for the goods is paid in full, Buyer will keep the goods insured against loss or damage by fire and other risks and hazards included with so-called “extended coverage” insurance, in an amount at least equal to such purchase price.  Losses under such insurance shall be made payable to Seller and any payments under such insurance shall be paid to Seller and applied to the unpaid balance of the purchase price.  Buyer will furnish Seller with copies of the policies of such insurance and each renewal thereof.
13. CANCELLATION

Buyer may terminate this Contract only on the terms and conditions, and upon payment of the termination fees, as described herein. Any notice of termination by Buyer must be in writing and will only become effective upon actual receipt by Seller. Buyer’s termination rights (and attendant payment obligations) are as follows:

1. Prior to Start of Manufacturing – If Seller receives written notice of termination of this Contract from Buyer prior to the time Seller commences manufacturing the equipment, Buyer shall be liable for payment of a termination fee equal to the sum of the following amounts:
   1. All materials purchased by Seller in connection with the order prior to Seller’s receipt of notice of termination. The price of such materials, plus any administrative fees, material handling fees, freight charges, tariffs, taxes or other charges incurred by Seller in connection with such purchase, shall be determined after all materials and charges are received. Seller will provide an invoice for these items; and
   2. The cost of all engineering and administrative services performed by Seller associated with the order prior to Seller’s receipt of notice of termination (as determined by Seller in accordance with its pricing for such services as established by Seller from time to time in its sole discretion).

• Manufacturing is defined as the actual machining, fabricating, welding and/or assembly of components associated with the order. Seller shall be entitled to apply any down payment received by it to the payment of the termination fee. If Buyer’s down payment is insufficient to pay the termination fee described above, Buyer will nevertheless be liable to Seller for any deficiency and will promptly pay any such amount on demand.

1. After Start of Manufacturing – If Seller receives written notice of termination of this Contract from Buyer after Seller has commenced manufacture of any of the goods related to the order, Buyer is obligated to pay Seller the full purchase price of all such goods.

14. PATENT INDEMNITY:
    1. Seller agrees to defend any suit or proceeding brought against Buyer or the original user based on the claim that the product as furnished by Seller infringes any claim of any currently existing patent, other than a claim covering a process or product thereof, and to pay any damages and costs awarded therein against Buyer or such user, provided Seller is given prompt written notice of any such claim, together with copies of all demands and complaints, is given the right to procure for Buyer or such user the right to continue using the product, to modify it so that any infringement no longer exists or to remove the product or part thereof and refund the original user’s net book value thereof, and is given control over any negotiations looking toward settlement and the defense of any such suit or proceeding, and provided Buyer or such user extends full cooperation to Seller in all such matters. This agreement shall not apply to infringements by reason of the manufacture, use or sale of the product in combination with other equipment or in the operation of any process, or the product of any process.
    2. The foregoing states the entire obligation of Seller for patent infringement and is in lieu of any statutory warranty relating to infringements, and under no circumstances shall Seller be liable for loss of production, loss of profits or any other indirect, consequential or incidental damages. The foregoing indemnity shall not apply to any products manufactured by Seller in accordance with drawings, specifications or designs furnished by Buyer but in such case Buyer shall indemnify Seller in the same manner and to the extent set forth in subparagraph (a). Seller is entitled to indemnity from certain of its suppliers, and the rights and options vested in Seller hereunder shall extend to such suppliers and may be exercised by them.
15. NO LICENSE/PATENTS:

Equipment (including Software Materials) can be employed as a part of or in a large number of complete systems and processes, certain of which are covered by presently existing or future letters Patent or patent applications owned by or licensed to Seller. Notice is hereby given that the sale of the equipment does not include an express or implied license to construct any system or practice any process covered by patents or patent applications owned by or licensed to Seller; provided, however, that this provision shall not prevent Buyer from utilizing the equipment for the purposes for which it was constructed and intended.

16. SOFTWARE LICENSING

By accepting and using a CNC control incorporating application software licensed from the control manufacturer and Seller, Buyer agrees that such software (Software) constitutes valuable trade secrets and proprietary information of the control manufacturer and Seller, and/or its licensors and that you shall hold the Software in confidence and secrecy and shall not, in whole or in part, copy or disclose the Software to any third party or make any unauthorized use thereof. Authorized use shall be limited to the CNC control upon which the Software is initially supplied. You further agree that this Agreement shall inure to the benefit of control manufacturer and Seller, any third party holding any right, title or interest in the software, or any software from which it is derived, and their respective transferees, successors, and assignees.

17. DESIGN CHANGES The designs and specification of all goods sold are subject to change without notice and, in the event of any such changes, Seller will have no obligation whatsoever to make similar changes in goods previously ordered.
18. SAFETY:
    1. It is the responsibility of Buyer to know, understand and comply with the work and safety laws and regulations in effect and governing Buyer’s use of the goods sold hereunder.
    2. Seller assumes no responsibility for damages, injuries or accidents caused by improper or other than normal use, as directed by Seller, of the equipment.
    3. Seller warrants that the products listed in its proposal will comply, to the best of its knowledge and belief, as of the date of the acknowledgment of Buyer’s order, with all OSHA rules and regulations of general application to the Seller. Seller, however, reserves the right to dispute any interpretation which may be applied to such rules and regulations as they related to this order and shall in no event be responsible for the application of such rules and regulations peculiar to the Buyer’s (or the original user’s) industry or installation.
    4. The equipment includes Seller’s standard safety devices normal to such system or equipment. Additional safety devices may be required by laws and regulations applicable to the Buyer, and because of Buyer’s (or its original user’s) superior knowledge of its plant, operating conditions and country’s laws, regulations and other applicable requirements, it is Buyer’s responsibility to identify and furnish, or purchase from Seller (if available), additional safety devices particular to Buyer’s (or its original user’s) intended usage and location. Upon being advised of such safety devices, Seller may, at its option, furnish Buyer with a proposal for the supply and installation of such devices. If Buyer does not identify or furnish, elects not to purchase, or removes or disables such safety devices, Buyer will (and will require its original user, if any, to agree to) hold harmless, indemnify and defend Seller against any and all claims, suits, losses, costs, expenses and damages arising out of, caused, or allegedly caused, directly or indirectly by the absence of a safety device on the equipment described herein.
    5. Buyer will (and will require its original user, if any, to agree to):
       1. hold harmless, indemnify and defend Seller against any and all claims, suits, losses, costs, expenses and damages arising out of, caused or allegedly caused directly or indirectly by operation of the equipment without all safety devices, guards and proper safe operating procedures as set forth in manuals and instruction sheets furnished by Seller or with persons other than qualified operating personnel closer than ten feet of the equipment; and
       2. notify Seller promptly of any accident or malfunction involving Seller’s products which accident or malfunction results in damage to property or injury or death of a person, cooperate fully with Seller in investigating and determining the cause of such accident or malfunction, cease using or operating the Equipment until such notice is given to Seller and Seller has a reasonable amount of time to investigate and analyze the accident or malfunction,  and hold harmless, indemnify and defend Seller from any loss or damages Seller suffers as the result of such failure to give Seller prompt notice.
    6. CONFIDENTIALITY

Any proposals, prints, brochures, drawings, or other information furnished to the Buyer by Seller is intended for confidential use by the Buyer (or Buyer’s original user), shall remain the property of Seller and shall not be used or disclosed by Buyer except as necessary for the use and maintenance of equipment. Should such confidential information ever be used or disclosed in violation of this Section, Seller shall be entitled to liquidated damages in the amount equal to the purchase price of the purchased goods, an injunction by any competent court or arbitrator to enjoin and restrain the unauthorized disclosure of such information, and any other available remedy at law or in equity.

20. INDEMNITY

BUYER AND SELLER AGREE THAT AFTER DELIVERY OF THE GOODS SOLD HEREUNDER, THE GOODS AND ALL PERSONS OPERATING SUCH GOODS WILL BE DEEMED UNDER BUYER’S EXCLUSIVE CONTROL.  BUYER ASSUMES ALL RISK AND LIABILITY FOR AND AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER AND ANY OF ITS OFFICERS, AGENTS, EMPLOYEES, PARENTS OR AFFILIATES FROM AND AGAINST ANY LOSS, DAMAGES, CLAIMS, ACTIONS, PENALTIES, LIABILITIES AND COSTS, INCLUDING ATTORNEY’S FEES, ARISING FROM ANY LOSS OR DAMAGE TO PROPERTY OR INJURY TO PERSONS, INCLUDING WITHOUT LIMITATION, ANY INJURY, DISABILITY OR DEATH OF WORKERS OR EMPLOYEES, CAUSED BY OR IN ANY MANNER INCURRED BECAUSE OF THE POSSESSION, USE, MODIFICATION, OR OPERATION OF THE GOODS AFTER DELIVERY, EXCEPT THAT BUYER SHALL NOT BE LIABLE UNDER THIS SECTION FOR DAMAGES ARISING OUT OF OR DAMAGE TO PROPERTY OR INJURY TO PERSONS DIRECTLY CAUSED BY OR RESULTING FROM THE SOLE NEGLIGENCE OR STRICT LIABILITY OF THE SELLER.  BUYER’S OBLIGATION HEREUNDER IS IN NO WAY LIMITED TO ANY PROTECTION AFFORDED IT UNDER WORKERS’ COMPENSATION ACTS, DISABILITY BENEFITS ACTS, OR OTHER EMPLOYEE BENEFITS ACTS.

21. FORCE-MAJEURE
    1. The Seller is released of the obligation for full, partial, and proper performance of its obligations under the contract for goods, if resulting from the action of force-majeure circumstances (including, but not limited to government action, war/armed hostilities, military actions, embargo, fire, flood, earthquake, strike, epidemic, act of God, tornado) – that is extreme and unavoidable under the current conditions and not caused by Seller unless such performance could be accomplished by the Seller by reasonably available means without additional expense.
    2. In case of force-majeure circumstances, the delivery dates stipulated by this Contract shall extended for the duration of such circumstances.
    3. The Seller undertakes to inform the Buyer promptly by e-mail or telefax of the commencement and end of force-majeure circumstances, unless the circumstances themselves impede such notification. Such notification shall be formally confirmed by the Buyer, unless the force-majeure circumstances prevent such confirmation.
    4. In the event that force-majeure circumstances cause a delay which continues for more than 6 months, the Buyer may terminate the Contract fully or partially with prior written notification to the Seller thirty (30) calendar days before the effective date of the termination (unless the circumstances of force majeure prevent such notification). In such instance, the equipment and/or services supplied (rendered) prior to the termination shall remain with the Buyer. The Seller is entitled to receive the payments due to / or received by it for the supplied equipment and actually rendered services. In the event the Seller received a payment exceeding the cost of the rendered services and the supplied equipment, the respective amount of the difference shall be returned to the Buyer within thirty (30) calendar days from the date of the Buyer’s / Seller’s termination of the Contract.
22. ARBITRAGE COURT AND GOVERNING LAW
    1. All disputes, controversies, claims or disagreements (“Disputes”) arising out of or relating to the Contract and/or its breach, termination, implementation, interpretation, and/or validity and/or any matter connected therewith or deriving thereof, which the parties cannot amicably (through negotiations) resolve by the Parties themselves, will be exclusively settled by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”), then in effect, including, if appropriate, the Procedures for Large, Complex Commercial Disputes.
    2. The award rendered by the arbitrators shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction and any court where a party or its assets is located (to whose jurisdiction the parties consent for the purposes of enforcing the award).
    3. The Disputes shall be settled by three (3) arbitrators. The parties agree that one arbitrator shall be appointed by each party within twenty (20) days of receipt by respondent of the Request for Arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules, and the third presiding arbitrator shall be appointed by agreement of the two party-appointed arbitrators within fourteen (14) days of the appointment of the second arbitrator or, in default of such agreement, by the AAA.
    4. The seat or place of the arbitration shall be Chicago, Illinois, USA. All proceedings shall be conducted and the award shall be rendered in the English language.
    5. The arbitrators will have no authority to award incidental, consequential or punitive damages.
    6. All rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of Illinois, and, to the extent the arbitration clause above may be held unenforceable, such dispute or cause of action shall be heard in Winnebago County, State of Illinois, for state jurisdiction, and the Northern District of Illinois, Western Division, for federal jurisdiction.
23. ENTIRE CONTRACT:

Acceptance by Seller of any order, and therefore the imposition of responsibilities by Seller, is expressly made conditional on Buyer’s assent of all Terms and Conditions set forth, herein, and this writing shall constitute the entire Terms and Conditions of the contract of sale notwithstanding any different or additional provisions on Buyer’s order, unless otherwise expressly agreed in writing by Seller.

24. EXPORT RESTRICTIONS:

Any commodities, technology, or software that will be exported from the United States by Buyer will be done so in accordance with the Export Administration Regulations.  Diversion contrary to U.S. law is prohibited. ALTERNATE LANGUAGE WITHOUT INDEMNIFICATION:  “notify Seller promptly  of any accident or malfunction involving Seller’s products which accident or malfunction results in damage to property or injury or death of a person, cooperate fully with Seller in investigating and determining the cause of such accident or malfunction, and cease using or operating the Equipment until such notice is given to Seller and Seller has a reasonable amount of time to investigate and analyze the accident or malfunction.”