|
3
<br />16. FEDERAL CONTRACTOR. As a federal contractor, Seller's contracts are subject to the provisions of (i) Executive Order 11246, (41 CFR 60 -1.4);
<br />(ii) section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a); and (iii) section 4212 of the Vietnam Era Veterans Readjustment Act of 1974, (41
<br />CFR 60-300.5(a). Seller shall abide by the requirements of 41 CFR 60-741.5(a) and 41 CFR 60-300.5(a). These regulations prohibit discrimination against
<br />qualified individuals on the basis of disability, and qualified protected veterans, and require affirmative action by covered prime contractors and
<br />subcontractors to employ and advance in employment qualified individuals with disabilities, and qualified protected veterans.
<br />17. FORCE MAJEURE. Notwithstanding anything to the contrary contained herein, Seller shall not be liable if its performance is delayed or prevented
<br />by any Act of God, strike, lockout, shortage of material or labor, restriction by any governmental authority, civil riot, flood, pandemic, epidemic or global
<br />health emergency or any other cause not within the reasonable control of Seller. In such event, the period for performance will be extended for a period
<br />equal to the period Seller is so delayed or prevented. In no event shall this Paragraph be construed to excuse the failure to make a payment as required
<br />under this Agreement or extend the due date for such a payment.
<br />18. FINANCING STATEMENT.
<br />(a) For value received, Buyer hereby grants to Seller, to secure the payment and performance in full of all of Buyer’s obligations under this
<br />Agreement, including without limitation Buyer’s obligations to pay for all Equipment, Accessories, and Services, a security interest in and pledges and
<br />assigns to Seller the following properties, assets, and rights of Buyer, wherever located, and all products and proceeds thereof, and all books and records
<br />relating thereto: the Equipment, the Accessories, and all parts, accessions, additions, replacements, supporting obligations, products, insurance proceeds
<br />and all other proceeds thereof (all of the same being hereinafter called the “Collateral”).
<br />(b) Until Buyer has satisfied in full payment of the Purchase Price and performance of all of Buyer’s obligations under this Agre ement, Buyer
<br />represents and warrants to Seller that the Collateral will remain located at the Site listed in the Agreement, and that Buyer shall retain exclusive possession
<br />and control of the Collateral. Buyer hereby agrees to notify Seller, in writing ten (10) business days in advance of any chan ge in the location of any
<br />Collateral and provide Seller with the new location of the Collateral.
<br />(c) Buyer shall not sell, offer to sell, assign, lease, license, or otherwise transfer, or grant, create, permit, or suffer to ex ist any option, security
<br />interest, lien, or other encumbrance in, any part of the Collateral until Buyer has satisfied in full payment of the Purchase Price and performance of all of
<br />Buyer’s obligations under this Agreement.
<br />(d) Buyer agrees that at any time and from time to time, at the expense of Buyer, Buyer will promptly execute and deliver all further instruments and
<br />documents, obtain such agreements from third parties, and take all further action, that may be necessary o r desirable, or that Seller may reasonably
<br />request, in order to maintain title in the Equipment and/or maintain the validity, perfection or priority of and protect any security interest granted or purported
<br />to be granted hereby or to enable Seller to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any
<br />Collateral. Buyer hereby authorizes Seller to file or record any document necessary to perfect, continue, amend, or terminate its security interest in the
<br />Collateral, including, but not limited to, any financing statements, including amendments, authorized to be filed under the Uni form Commercial Code,
<br />without signature of Buyer where permitted by law.
<br />19. MISCELLANEOUS. This Agreement may not be amended, altered, or modified except by a writing signed by both Seller and Buyer. Failure of Seller
<br />to enforce any term or condition of this Agreement shall not constitute a waiver of any rights set forth herein nor shall it in any manner affect the rights of
<br />Seller to subsequently enforce any term or condition under this Agreement. If any provision of this Agreement is found invalid, illegal or unenforceable by
<br />a court of competent jurisdiction, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby and the provision
<br />in question shall be modified to the extent necessary to lawfully enforce the parties’ intentions. All notices, requests, dem ands, consents, and other
<br />communications required or permitted to be given or made hereunder shall be in writing and shall be deemed to have been duly given and received, (i) if
<br />delivered by hand, the day it is so delivered, (ii) if mailed via the United States mail, certified first class mail, postage prepaid, return receipt requested, five
<br />business days after it is mailed, or (iii) if sent by a nationally recognized overnight courier, the business day after it is sent, to the party to whom the same
<br />is so given or made, at the address of such party as set forth on this Agreement, which address may be changed by like notice to the other party hereto
<br />duly given as set forth herein. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which
<br />shall constitute one and the same Agreement. The counterparts of this Agreement may be executed and delivered by electronic means (including with the
<br />use of electronic signatures) by any of the parties to any other party and the receiving party may rely on the receipt of suc h document so executed and
<br />delivered by electronic means as if the original had been received. All obligations of any party to this Agreement that are not fulfilled at the expiration or
<br />the termination of this Agreement will survive such expiration or termination as continuing obligations of the party.
<br />
<br />Supplemental Sale Terms and Conditions, Rev. 01/14/25
|