Major Equipment Purchase Contract Template Page 4


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.
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.
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


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