Terms and Conditions of Sale

A. Terms of Sale. The terms and conditions set forth herein (“Terms”) govern the sale of equipment or other products (collectively, “Equipment”) by LOVIS, LLC (“Seller”) to the purchasing party (“Purchaser”). Any terms and conditions set forth on Purchaser’s purchase orders or other forms supplied by Purchaser which are in addition to or different from the Terms are objected to and rejected by Seller and shall be of no force or effect.

B. Payment Terms.

(1) Purchaser shall purchase the Equipment for the price stated on invoice (or equivalent). Unless otherwise specified, payment shall be due thirty (30) days after the date of the invoice for the Equipment. Unless otherwise agreed to by Purchaser, payment shall be made by via wire, ACH, or check. All late payments shall be charged interest computed on a daily basis from the due date until paid in full at the rate of one and one-half percent (1 ½%) per month or the maximum rate permitted by applicable law, whichever is less.

(2) The Equipment will be shipped F.O.B. Seller, and possession of such goods shall pass to Purchaser upon Seller’s delivery to the carrier at the point of shipment. Unless otherwise stated, Purchaser shall be responsible for all shipping costs. Purchaser shall be solely responsible and shall bear all costs and expenses incurred in the unloading of the Equipment at its location.

(3) Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, and all taxes including federal, state and local use, sales, property (ad valorem), and similar taxes. Purchaser agrees to pay these taxes (except taxes upon Seller’s net income) unless Purchaser has provided Seller with an exemption resale certificate in the appropriate form for the jurisdiction of Purchaser’s place of business and any jurisdiction to which the Equipment is to be directly shipped hereunder, or unless the sale is otherwise exempt from these taxes. Purchaser agrees to indemnify and hold harmless Seller for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice.

C. Installation. Seller shall make available to Purchaser the then-current Installation Manual (the “Installation Manual”) in an electronic or physical form. Purchaser shall be responsible for installation of the Equipment in accordance with the Installation Manual.

D. Delivery Date; Excusable Delays. The proposed delivery date of the Equipment is an estimate. Seller shall not be liable for delay in delivery or for damages suffered by Purchaser by reason of such delay when such delay is directly or indirectly caused by, or in any manner arises from, acts of God, acts of Purchaser, acts of civil or military authorities, governmental actions or requirements, endemics or pandemics (including but not limited to COVID-19), fires, strikes, floods, accidents, terrorism, shortages of cars, fuels, supplies, labor, materials or manufacturing facilities on the part of Seller or any of its vendors or suppliers or any other cause or causes beyond Seller’s control.

E. Liability Limitation. SELLER’S LIABILITY TO PURCHASER FROM ANY CAUSE WHATSOEVER ARISING OUT OF THE SALE OF THE EQUIPMENT SHALL BE LIMITED TO THE PURCHASE PRICE OF THE EQUIPMENT, OR AT SELLER’S SOLE DISCRETION, TO THE REPLACEMENT THEREOF. IN NO EVENT IS SELLER RESPONSIBLE TO PURCHASER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

F. Warranty.

(1) Seller warrants to Purchaser that the Equipment will be free from material defect in material and workmanship for a period of one (1) year from the date of shipment to Purchaser.

(2) Purchaser shall notify Seller of any defect during the warranty period. Seller’s exclusive obligations with respect to non-conforming Equipment shall be, at Seller’s option, to repair or replace the Equipment, if it is determined to be defective. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE FOREGOING IS PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY BY SELLER WITH RESPECT TO THE EQUIPMENT.

(3) Seller is responsible for the cost of shipping the Equipment to Purchaser’s location. If Purchaser determines the Equipment is subject to a valid warranty claim, Seller shall cover the cost of shipping the repaired or replaced Equipment to Purchaser. Replacement Equipment shall be warranted as set forth above. Any Equipment repaired or serviced by Seller shall be warranted as provided in this paragraph F for the remainder of the warranty period or ninety (90) days after the Equipment is returned to Purchaser, whichever is later (based on upon the date repair or other service is completed).

(4) This warranty shall not apply to any Equipment that has been subject to misuse, whether negligent or otherwise, abuse, accident, disaster, or which has been operated contrary to current instructions relating to installation, maintenance, or operation.

(5) THE FOREGOING ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY SELLER IN CONNECTION WITH THE EQUIPMENT, AND SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(6) Seller assumes no liability for consequential damages, anticipated or lost profits, incidental damages, loss of time, or other losses incurred by Purchaser or any third party in connection with the Equipment.

G. Contract Amendment. All sales are final and not subject to cancellation or revision of prices except by and with the consent of Seller. Any cancellation or suspension of shipment, or failure to furnish specifications when required, may be treated as a breach of contract, and Purchaser shall be liable for any damages arising therefrom. Purchaser agrees to pay order cancellation charges associated with labor, material and other costs expended by Seller prior to Seller’s receipt of cancellation.

H. Indemnification. To the fullest extent permitted by applicable law, Purchaser shall indemnify, defend, and hold harmless Seller and Seller’s officers, directors, employees, and agents from any and all loss, cost, expenses, and damages, including attorney’s fees, on account of any and all third party claims, suits or proceedings: (1) arising out of or related to any breach or alleged breach of any of the covenants, terms, conditions, or provisions of these Terms by Purchaser; and/or (2) Purchaser or any third parties ownership, operation, use or misuse of the Equipment, whether negligent or otherwise.

I. Successors and Assigns. The Terms bind and inure to the benefit of the Purchaser and Seller and their respective successors and permitted assigns. Purchaser may not assign any interest in, nor delegate any obligation under the Terms, without Seller’s prior written consent.

J. Attorneys’ Fees and Costs. Purchaser agrees to pay Seller or its assignees all costs and expenses incurred by Seller in enforcing the Terms, including reasonable attorneys’ fees.

K. Governing Law; Venue. All matters between Seller and Purchaser shall be determined according to the laws of the State of Minnesota and any action shall be venued in the state or federal courts situated in Hennepin County, Minnesota, and the parties agree that all such claims shall be heard and determined exclusively in any such court.

L. Waiver. The waiver by Seller of any breach by Purchaser of any of the Terms may not be construed to be a waiver as to the subsequent application of any other Terms.

M. Severability. If any Term is held by a court of competent jurisdiction to be unenforceable, the remaining Terms shall remain in full force and effect.

N. Survival of Certain Obligations. Purchaser’s obligations and agreements under the Terms for indemnification (as specified in paragraph H), disclaimer of warranties (as specified in paragraph F) and limitations of liability (as specified in paragraph E) shall survive the execution and delivery of the Terms and the expiration or other termination of the Terms, for whatever reason, including, without limitation, the delivery or repossession of the Equipment to Seller and any subsequent sale or other transfer of the Equipment to a third party.

O. Notice. Any notice required hereunder shall be sufficient only if in writing, and sent by registered or certified mail to the other party at the address specified on the invoice, or such different address as may from time to time be specified in writing by such party.

P. Entire Agreement. The Terms embody the entire agreement between Seller and Purchaser with respect to the subject matter hereof. The Terms hereunder supersede any prior agreements and understandings, and there are no other agreements, representations, or warranties, either oral or written, except as set forth in the Terms or any supplement hereto.