GENERAL
All sales of Products and Services by Syscon Automation Group, LLC (hereinafter referred to as “Syscon”) to any person purchasing or offering to purchase Products and/or Services (hereinafter referred to as “Purchaser”) shall be subject to these Terms and Conditions of Sale (hereinafter referred to as these “Terms”). By purchasing or offering to purchase Products and/or Services from Syscon, Purchaser agrees to these Terms and to be legally bound by these Terms. THESE TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN Syscon AND PURCHASER. The term “Products” used herein means all products sold by Syscon, including without limitation to, control panels, subassemblies, and spare parts. The term “Services” means all services sold or provided by Syscon, including without limitation, design, development, technical, maintenance and instructional services.

CHANGES TO THESE TERMS
These Terms are subject to change by Syscon at any time in its discretion. The Purchaser’s purchase or offer to purchase of products and/or services from Syscon after such changes are implemented constitutes the Purchaser’s acceptance of the changes. Please consult these terms and conditions regularly.

ORDERS AND SPECIFICATIONS
No order submitted by the Purchaser shall be deemed to be accepted by Syscon unless and until confirmed in writing by an authorized representative of Syscon. Syscon reserves the right to make any changes in the specification of the goods which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the goods are to be supplied to the specifications, which do not materially affect their quality or performance. No order which has been accepted by Syscon may be cancelled by the Purchaser except with the agreement in writing of Syscon and on condition that the Purchaser shall indemnify Syscon and its representatives, employees, owners and agents (collectively, the “Indemnified Persons”) for and against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by Syscon as a result of cancellation.

INSPECTION
Inspection and acceptance of products sold to conform to special specifications must be made at Syscon’s location and shall be final.

PATENT AND OTHER INFRINGEMENTS
Purchaser represents and warrants that (i) Purchaser is the owner of all right, title and interest to any and all verbal or written designs, specifications, writings, works, plans, technical information, data, process technology, plans, drawings, blue prints, software, code, and inventions (collectively, the “Specifications”) provided to Syscon by or on behalf of the Purchaser, and (ii) such Specifications do not infringe, and have never been alleged to infringe, on any patent, trademark, copyright, trade secret, or other proprietary right of any other person.

INDEMNIFICATION
Purchaser agrees to release, indemnify and hold harmless Syscon and its representatives, employees, owners and agents (collectively, the “Indemnified Persons”) for and against, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim, arising, directly or indirectly, from or in connection with any breach or other violation of any representation, warranty, covenant or obligation made by Purchaser herein.

WARRANTY
Many products sold by Syscon for resale are covered by an individual third-party manufacturer’s warranty policy, copies of which are available to the Purchaser upon request. Syscon PROVIDES NO EXPRESS OR IMPLIED WARRANTY (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) FOR ANY PRODUCT OR SERVICE SOLD BY Syscon, UNLESS OTHERWISE STATED IN A WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF Syscon.

LIMITATION OF LIABILITY
Notwithstanding anything to the contrary herein, in no event shall Syscon be liable to Purchaser or any other person, including third parties, for special, indirect, collateral, punitive, incidental or consequential damage, even if Syscon has been advised of the possibility of such damages. Such excluded damages include, but are not limited to, loss of goodwill, loss of profits, loss of use, interruption of business or other similar indirect financial loss.

FORCE MAJEURE
Purchaser agrees to release, indemnify and hold harmless Syscon and its representatives, employees, owners and agents (collectively, the “Released Persons”) for any costs, expenses, loss or damage incurred by Purchaser resulting from causes beyond the reasonable control of Syscon including, but not limited to, acts of Nature, war, terrorism, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, electrical blackouts, sabotage, lock-outs, strikes or labor disputes. The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

PAYMENT
Unless otherwise provided, payment shall be made at the office of Syscon no later than thirty (30) days following date of invoice. Such thirty (30) day payment terms are subject to credit approval by Syscon. Purchaser shall pay for all costs of collection and reasonable attorney’s fees incurred in the enforcement of or arising out of the agreement or any right there-under. Prices do not include any sales tax, use tax, value added tax, duty or similar tax. Purchaser shall be solely responsible for and shall pay all duties, customs, fees, sales, use, value-added, and similar taxes with respect to any products or services sold. Title shall not pass from Syscon to the Purchaser until all charges and amounts payable have been fully paid.

MISCELLANEOUS
All representations, warranties, covenants, and obligations in these Terms and any other purchase order, bid, or other document will survive the consummation of the sale to the Purchaser. These Terms supersedes all prior oral or written agreements among the parties with respect to its subject matter and constitutes (along with any purchase orders, work orders, invoices, bids, quotations, or other documents related to the sale to Purchaser) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. These Terms shall be interpreted and enforced under the laws of the State of Utah, without application of its conflicts or choice of law rules. Any proceeding arising out of or relating to these Terms may be brought in any federal or state court located in Salt Lake County, Utah, and each of the parties hereto irrevocably submits to the jurisdiction of each such court in any such proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. If any provision of these Terms is held invalid or unenforceable by any arbitrator or court of competent jurisdiction, the other provisions of these Terms will remain in full force and effect. Any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The failure of any Party to enforce any of its rights hereunder, or at law shall not be deemed a waiver or a continuing waiver of any of its rights or remedies against the other Parties, unless such waiver is in writing and signed by the Party to be charged.