Major Equipment Purchase Contract Template (Page 4 of 6) in pdf

11.

TITLE AND RISK OF LOSS

Title to and risk of loss of the Equipment shall pass to Buyer upon delivery in undamaged condition

and otherwise in full compliance with all requirements of this Contract at the Destination Site.

12.

TAXES

The Price specified herein includes all Federal, State or other governmental division taxes

and assessments applicable in any way to or arising from the sale and delivery of the

Equipment or the performance of any services hereunder, excepting Michigan State Sales or

Use Taxes. Such Price also includes all contributions for unemployment compensation,

health and welfare, old age benefits, or other purposes, now or hereafter effective during the

term of this Contract and Buyer shall not be liable for any additional charges therefor.

No Michigan Sales Tax or Michigan Use Tax shall be added to the Price. If the transaction is

Michigan Sales/Use tax exempt, Buyer will notify the Seller the nature of the exemption. If

the transaction is not Michigan Sales/Use exempt, Buyer shall provide Seller its direct pay

permit number, and Buyer will pay the applicable Michigan Sales/Use tax directly to the

State of Michigan pursuant to such direct pay permit. If Buyer claims an exemption from

Michigan Sales/Use Tax but such exemption is later determined not to be applicable, then

Buyer will also pay the applicable Michigan Sales/Use tax directly to the State of Michigan

pursuant to Buyer's direct pay permit.

13.

GENERAL

Seller shall comply with all applicable Federal, State, and local laws, rules and regulations in

the performance of all services hereunder. Seller warrants that no Federal, State or local

laws, rules or regulations have been or will be violated in the manufacture or sale of the

Equipment or the performance of any of Seller’s services hereunder, if any. Any fines or

penalties assessed upon Buyer, Seller, or both as a result of any failure to comply with the

provisions of this paragraph shall be borne solely by Seller.

No part of the technical services of installation or start-up services to be furnished by Seller

hereunder, if applicable, shall be subcontracted by the Seller without the prior written consent

of Buyer.

This Contract, the Conformed Specification, and any attachments hereto or incorporated by

reference herein shall be binding upon Seller when accepted by Buyer and shall constitute the

entire contract concerning the Equipment and services to be furnished hereunder, if any. In

the event of any conflict between the provisions of this Contract and said Conformed

Specification, the provisions of the Conformed Specification shall control.

This Contract

shall not be modified except by mutual agreement in writing and shall not be assignable by

Seller without the written consent of Buyer, but this Contract may be assigned by Buyer

without the consent of Seller.

This Contract shall be deemed to be a Michigan contract and shall be governed by and

construed in accordance with the laws of the State of Michigan.

Page 4 of 6

Maj Equip Pur Form 1-1-10

Major Equipment Purchase Contract Template Page 4