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<br /> 12.Customer's Responsibility.The Customer represents that it is fully familiar with the Equipment subject to this Sales Order and understands the operating
<br /> instructions for the Equipment and agrees to perform routine maintenance services.Until full payment of the balance due,Customer shall care for the Equipment
<br /> properly,at Customer's sole expense,maintaining the Equipment in good operating condition,repair and appearance;the Customer shall use the Equipment
<br /> safely,within its rated capacity only,and only for the purposes for which it was designed;the Customer is aware of the limitations of the Equipment and shall not
<br /> exceed them;and the Customer shall not alter or modify the Equipment.Except to the extent provided in the express warranties under paragraph 5,Customer
<br /> agrees that,even though it may receive technical information,drawings or advice from Cummins Inc,the Customer will have sole responsibility(a)for the
<br /> Equipment's suitability for Customer's intended use and(b)where the Equipment is to be used as part of a power,propulsion or other system,for the installation
<br /> of the Equipment,the design and performance of such system,and the adequacy of such system for the particular needs of Customer.THE PROVISIONS OF
<br /> THIS SALES ORDER,INCLUDING LIMITATIONS OF WARRANTIES,REMEDIES AND DISCLAIMERS,SHALL APPLY EQUALLY TO ALL SUCH TECHNICAL
<br /> INFORMATION,DRAWINGS OR ADVICE.
<br /> 13.No Assignment of Rights and Obligations under This Sales Order.This Sales Order and the rights,obligations,covenants and agreements contained in this
<br /> Sales Order,shall inure to the benefit of and be binding upon the parties to this Sales Order and their respective successors and assigns.The Customer shall not
<br /> assign,by operation of law or otherwise,this Sales Order or any rights under this Sales Order without first obtaining the prior written consent of Cummins Inc,
<br /> which consent may not be unreasonably withheld;any attempt to assign by Customer without Cummins Inc's prior written consent shall be void and of no effect.
<br /> Cummins Inc may assign this Sales Order and all rights under this Sales Order,but the Customer will not be obligated to any assignee of Cummins Inc,except
<br /> after receipt of written notice of such assignment by Cummins Inc.CUSTOMER HEREBY WAIVES,RELINQUISHES AND DISCLAIMS AS TO ANY ASSIGNEE
<br /> OF Cummins Inc ALL CLAIMS,RIGHTS OF SET-OFF AND DEFENSES WHICH CUSTOMER MAY HAVE AGAINST Cummins Inc,INCLUDING THE RIGHT TO
<br /> WITHHOLD PAYMENT OF ANY MONIES WHICH MAY BECOME DUE UNDER THIS SALES ORDER.CUSTOMER FURTHER AGREES THAT Cummins Inc
<br /> MAY,WITHOUT NOTICE TO OR CONSENT OF CUSTOMER,SELL OR GRANT A SECURITY INTEREST IN THE EQUIPMENT AND ITS RIGHTS TO
<br /> PAYMENT OF THE BALANCE DUE,AND IN SUCH EVENT,CUSTOMERS RIGHTS IN AND TO THE EQUIPMENT SHALL BE SUBJECT AND SUBORDINATE
<br /> TO THE INTERESTS AND RIGHTS,INCLUDING THE RIGHT OF POSSESSION,OF ANY SUCH PURCHASER OR HOLDER OF A SECURITY INTEREST IN
<br /> THE EQUIPMENT.
<br /> 14.Miscellaneous Provisions.
<br /> A.The Customer and Cummins Inc,subject to the requirement that this Sales Order be executed by the president,a vice president,a sales manager or a
<br /> branch manager of Cummins Inc,warrant and represent that they have the full power and corporate authority to execute this Sales Order.A written list of all
<br /> officers,sales and branch managers of Cummins Incis available upon request.
<br /> B.Changes after an order has been placed with the manufacturer will be subject to an order revision fee equal to five percent(5%)of the original stated
<br /> purchase price.If Customer cancels all or a portion of this Sales Order after release to Cummins Inc,a cancellation charge of not less than fifteen percent
<br /> (15%)of the cancelled portion of this order must be paid in addition to actual,non-recoverable costs incurred by Cummins Inc.
<br /> C.In the event either party to this Sales Order commences legal action in connection with the provisions of this Sales Order,including any action to obtain
<br /> damages from an alleged breach of a provision of this Sales Order,any such action shall,at the election of Cummins Inc,be commenced in a court of
<br /> competent jurisdiction in,and venue for any such legal action shall continue to be King County,Washington,Multnomah County,Oregon,or the county where
<br /> the branch listed on the reverse side is located;and the prevailing party shall be entitled to recover,in addition to amounts otherwise recovered,its reasonable
<br /> costs incurred in connection with that legal action,including but not limited to reasonable attorneys'fees.
<br /> D.The covenants,agreements,indemnities and warranties made by the parties under this Sales Order shall survive its termination.
<br /> E.In addition to other covenants above,each party agrees to indemnify,hold harmless and defend the other party with respect to any suit,claim or demand
<br /> alleging infringement of any patent or copyright,or misappropriation of any confidential information or trade secrets,in connection with the Equipment sold
<br /> under this Sales Order.Each party agrees to keep confidential and not to disclose to other persons,or to use in any way,confidential business or technical
<br /> information which the party may receive in connection with this Sales Order.
<br /> F.The parties acknowledge that Cummins Inc is not a contractor within the meaning of any federal,state or local law or regulation,that it therefore has not
<br /> posted a bond and will post no bond,and that it has no duties or obligations of a contractor or subcontractor with respect to the Equipment,Cummins Inc's
<br /> duties and obligations being limited to those described in this Sales Order.
<br /> G.Any previous oral or written agreements relating to the subject matter of this Sales Order are hereby superseded,the parties expressly agreeing that the
<br /> terms and provisions of this Sales Order shall constitute the full and complete agreement between Cummins Inc and the Customer.All terms and conditions of
<br /> any other purchase order,sales order or other writing,of Cummins Inc or of Customer,unless specifically described above and attached to this Sales Order,
<br /> which are inconsistent with or different from the terms and conditions of this Sales Order shall be null and void.If any term or provision of this Sales Order shall
<br /> be held to be invalid or unenforceable,the remaining terms and provisions of this Sales Order shall be valid and enforceable to the fullest extent permitted by
<br /> law.
<br /> H.Cummins Inc shall not be liable for its inability to perform any or all of its obligations under this Sales Order due to any cause beyond Cummins Inc's control,
<br /> including but not limited to acts of God,acts or omissions of the Customer,acts of civil or military authorities,fire,weather,strikes or other labor disturbances,
<br /> civil commotion,war,late delivery by Cummins Inc's suppliers,fuel or other energy shortages,or an inability to obtain necessary labor,materials,supplies,
<br /> equipment or manufacturing facilities.If any such cause results in a delay in performance by Cummins Inc,the date of performance shall be extended for a
<br /> period equal to the time lost by reason of such delay,and such extension shall be Customer's exclusive remedy.
<br /> I.This Sales Order and its interpretation shall be governed by the laws of the State of Washington.
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