1. Applicability. These Standard Terms and Conditions (these "Terms") are the only terms that apply to the sale of equipment (the "Equipment") from Miratron Inc. ("Miratron") to the buyer ("Buyer") identified in the attached purchase order confirmation (the "PO Confirmation"). The PO Confirmation, together with these Terms (collectively, the "Agreement"), is the entire agreement between the parties, and supersedes all earlier and current written and oral understandings, agreements, negotiations, representations, warranties, and other communications. The Agreement prevails over any of Buyer's general terms and conditions of purchase, regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend the Agreement. Any amendment or modification to these Terms must be in writing and signed by an authorized representative of Buyer and the President of Miratron. Miratron's willingness to sell Equipment to Buyer is expressly conditioned upon Buyer's acceptance of this paragraph.
2. Pricing. All prices in the PO Confirmation are exclusive of—and Buyer will be responsible for—all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed on the sale of the Equipment from Miratron to Buyer. Unless specified otherwise in the PO Confirmation, Buyer must pay the purchase price within thirty days of the invoice date in U.S. dollars. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law.
3. Backorders. If a standard item is not in stock, Buyer's order will be placed on backorder. Buyer may cancel a backorder at any time before shipping by contacting Customer Service at sales@miratron.com or call toll free 1 866 417 5008.
4. Delivery. Miratron will deliver the Equipment to Buyer within a reasonable time unless it is on backorder or as otherwise provided in these Terms. Any delivery date specified in the PO Confirmation is an estimate only and is not guaranteed. Unless otherwise agreed in writing, Miratron will deliver the Equipment to 16420 SW 72nd Ave., Portland, OR 97224 (the "Delivery Point") for pickup by common carrier, using Miratron's standard methods for packaging and shipping. Miratron will not be liable for any delays, loss, or damage in transit.
5. Inspection. Buyer must promptly inspect all deliveries and notify Miratron within 48 hours of any damaged or incorrect Equipment ("Nonconforming Equipment"). Buyer waives all claims with respect to Nonconforming Equipment if timely notice is not given. If timely notice is given, Miratron will in its discretion, upon return of the Nonconforming Equipment to Miratron, repair the Nonconforming Equipment, replace it with conforming Equipment, or refund the purchase price. The remedies in this Section 5 are Buyer's exclusive remedy, and Miratron's entire liability, with respect to Nonconforming Goods.
6. Title; Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Equipment at the Delivery Point. As collateral security for the payment of all obligations to Miratron, including payment of the purchase price for the Equipment, Buyer hereby grants to Miratron a lien on and security interest in and to all of the right, title, and interest of Buyer in and to all Equipment purchased from Miratron, wherever located, and whether now existing or later arising or acquired from time to time, and in all accessions to and replacements or modifications of the Equipment, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision is a purchase money security interest under the Oregon Uniform Commercial Code.
7. Order Changes and Returns. Once a PO Confirmation has been issued, an order may not be canceled or changed without Miratron's written consent, which may be granted or withheld in its discretion. After shipment, standard catalog Equipment may be returned at Buyer's expense for an exchange or credit, subject to a 20% restocking fee. There are no returns or exchanges for custom Equipment.
8. Equipment and Pricing Variances. Equipment improvement is a continual process at Miratron. Equipment specifications, features, and pricing are subject to change without notice.
9. Limited One-Year Warranty. Subject to the rest of this Section 9, Miratron warrants to the original Buyer that the Equipment will comply with the written specifications included with the Equipment's packaging and be free from material defects in material and workmanship for one year from the manufacture date (the "Limited Warranty"). If Buyer has a claim under this Limited Warranty, then Miratron will in its sole discretion, following return of the Equipment to Miratron: repair the defective Equipment, replace it, or refund the purchase price. The Limited Warranty does not extend to: ordinary wear and tear; consumable components (e.g., batteries); Equipment components not manufactured by Miratron; or abuse or misuse of the Equipment. The Limited Warranty is conditioned on: Buyer providing prompt notice of and an opportunity to inspect the defective Equipment; Buyer having installed, operated, and maintained the Equipment in accordance with all manuals, instructions, and specifications; and the Equipment not having been repaired, altered, or modified outside of Miratron's authorized facilities. THIS LIMITED WARRANTY IS IN LIEU OF, AND MIRATRON HEREBY DISCLAIMS, ALL OTHER WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AVAILABILITY, UP-TIME, OR TITLE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. MIRATRON MAKES NO WARRANTY WITH RESPECT TO THE EQUIPMENT'S COMPATIBILITY WITH OTHER EQUIPMENT OR ELECTRICAL SYSTEMS, NOR FOR ITS COMPLIANCE WITH A PROJECT'S PARTICULAR SPECIFICATIONS. MIRATRON WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING LOST PROFITS OR DIMINUTION IN VALUE, ARISING FROM BUYER'S PURCHASE OR USE OF ANY EQUIPMENT. MIRATRON'S TOTAL LIABILITY FOR ALL CONTRACT, NEGLIGENCE, AND OTHER CLAIMS ARISING FROM BUYER'S PURCHASE OR USE OF EQUIPMENT IS LIMITED TO THE PRICE PAID FOR THE EQUIPMENT, OR $1,000, WHICHEVER IS GREATER. THE LIMITED WARRANTY AND THE REMEDIES DESCRIBED IN THIS PARAGRAPH ARE BUYER'S SOLE AND EXCLUSIVE REMEDY, AND MIRATRON'S ENTIRE LIABILITY, FOR ALL CLAIMS OF ANY NATURE ARISING FROM BUYER'S PURCHASE OR USE OF ANY EQUIPMENT.
10. Governing Law; Dispute Resolution. This Agreement is governed by and interpreted in accordance with the laws of the State of Oregon, notwithstanding any conflicts-of-laws principles. Any disputes arising out of or in connection with this Agreement will be resolved by binding arbitration with the Arbitration Service of Portland in Portland, Oregon. The prevailing party in the arbitration or any other proceeding will be entitled to recover its attorney's fees and all other litigation and arbitration expenses, including expert witness fees and arbitration fees and charges, in addition to all other amounts allowed by law.
11. Confidential Information. All non-public, confidential, or proprietary information of Miratron, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates disclosed by Miratron to Buyer is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized in advance by Miratron in writing. Upon Miratron's request, Buyer will promptly return all documents and other materials received from Miratron. Miratron will be entitled to injunctive relief for any violation of this paragraph. This paragraph does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
12. Assignment. Neither the Limited Warranty nor this Agreement may be assigned by Buyer without Miratron's prior written consent, and any attempted assignment will be void.
13. Force Majeure. Miratron will not be liable or responsible to Buyer, and will not be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling Buyer's order when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Miratron including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, public health emergency, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage.

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