• APTM SA, 6854 Lugano-Stabio, Switzerland (APTM) as Seller issues quotations that expire sixty (60) days after the date of the quotation or, if earlier, at the end of the ordering period of any purchase agreement against which the quotation is issued.
• Unless otherwise agreed in writing by APTM, all prices quoted are stated in Swiss Francs, (i) are FOB Point of Shipment, (ii) do not include any options, modifications or extras to comply with any governmental regulation, request or order, and (iii) are exclusive of transportation and insurance costs, and all taxes. Buyer agrees to pay or reimburse APTM for all such taxes unless Buyer has provided APTM with an exemption resale certificate in the appropriate form for the jurisdiction of Buyer's place of business and any jurisdiction to which any equipment purchased hereunder is to be directly shipped by APTM, or such sale is otherwise exempt from such taxes.

• Unless otherwise agreed in writing by APTM, Buyer shall make the payment in full to APTM of the purchase price for any equipment purchased hereunder as follows: forty (40%) of the purchase price at the time of order, fifty (50%) before shipment and ten (10%) net within thirty (30) days from the date of shipment. Interest on late payments will be assessed at the rate of one and one-half percent (1-1/2%) per month, or the maximum amount permitted by law, whichever is less, and Buyer agrees to pay or reimburse APTM for all costs or collection, including reasonable attorneys' fees.
• APTM may from time to time demand different terms of payment whenever it reasonably appears to APTM that Buyer's financial condition requires such change, and may demand assurance of Buyer's ability to pay whenever it reasonably appears to APTM that such ability is in doubt. APTM may suspend production, shipment and/or delivery until such arrangements are made.
• Buyer hereby grants APTM a Purchase money security interest in all equipment purchased hereunder, and in any proceeds thereof, for the amount of the purchase price. Buyer, in accepting any equipment hereunder, agrees that the security interest of APTM attaches to the equipment. Upon request by APTM, Buyer shall sign any document required to perfect or continue such security interest. Payment in full of the purchase price for any equipment purchased hereunder shall release the security interest with respect to that equipment.

• Shipments shall be F.O.B. Point of Shipment. APTM shall ship in accordance with Buyer's shipping instructions. In the absence of specific instructions or if Buyer's instructions are deemed unsuitable, APTM reserves the right to ship by the most appropriate method and such method shall be deemed to be in accordance with Buyer's instructions. APTM shall use reasonable efforts to meet any delivery date(s) quoted or acknowledged. However, APTM will not be liable for its failure to meet such date(s).
• All risk of loss or damage to any equipment purchased hereunder shall pass from APTM to Buyer upon delivery to the carrier, regardless of which party selected the carrier. Buyer assumes the responsibility for filing claims for loss or damage against the carriers and other agents involved. Title to purchased equipment passes from APTM to Buyer upon payment in full of the purchase price thereof, and Buyer agrees to maintain adequate insurance to protect APTM's interests.

• These Terms and Conditions of Sale take precedence over Buyer's additional or different terms and conditions, to which notice of objection is hereby given by APTM. Acceptance by Buyer is limited to these Terms and Conditions of Sale. Neither APTM's commencement of performance nor delivery shall be deemed or construed as acceptance of Buyer's additional or different terms and conditions.
• Buyer's purchase of any equipment hereunder represents acceptance of these Terms and Conditions of Sale, which constitute the entire agreement between the parties and supersede all prior proposals, communications, representations and agreements, whether verbal or written, with respect to the subject matter hereof. These Terms and Conditions of Sale may not be amended or modified, nor may any right hereunder be waived, unless in writing and signed by the party against which the same is sought to be enforced. Any purchase order or acknowledgement of Buyer shall be considered solely for the convenience of Buyer and shall not amend or modify these Terms and Conditions of Sale, regardless of whether APTM may have signed or accepted the same.

• APTM reserves the right to make changes in materials and design which, in the judgement of APTM, are necessary or advisable in connection with the operation or improvement of any equipment. No change, alteration, modification or addition proposed or required by Buyer shall be considered accepted by or binding upon APTM unless approved in writing by a duly authorized representative of APTM at its corporate headquarters. In the event Buyer requests a change in the design or specifications of any equipment purchased hereunder after engineering work has been performed or APTM has ordered materials or commenced production, Buyer agrees to pay or reimburse APTM from all costs and expenses caused by such change in design or specifications.
• If shipment of any order is delayed at the request of Buyer beyond the date of completion thereof by APTM, such order shall be subject to invoicing, payment and storage charges from the date of completion.
• Any order for equipment hereunder, may not be cancelled by Buyer during the last sixty (60) days before the scheduled date of shipment. unless otherwise agreed in writing by APTM. If Buyer cancels any such order less than sixty (60) days from the scheduled date of shipment, Buyer shall pay APTM for all work performed through the date APTM receives Buyer's notice of cancellation (including all costs and expenses incurred by APTM through such date, plus a reasonable profit), provided that such cancellation charge shall not be less than twenty percent (20%) of the total purchase price of the equipment.

• APTM's liability hereunder for any cause whatsoever, and regardless of the form of action (whether in contract, in tort, including negligence, or otherwise), will be limited to general money damages (and no other relief) in an amount not to exceed the purchase price paid by the Buyer for any equipment to which such liability relates. In no event will APTM be liable for any loss of profits, any claim or demand against Buyer by any other party, or special, incidental, consequential or indirect damages of any kind whatsoever, even if APTM has been advised of the possibility of such damages.
• APTM shall not be liable for failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation, request or order, or by circumstances beyond its reasonable control, including, but limited to, Act of God, Acts of Buyer, fire, flood, accident, labour strikes, work stoppage or slowdown (whether or not such labour event is within the reasonable control of APTM), delay in transportation, default of supplies or inability to obtain raw materials, supplies, power or equipment necessary to enable APTM to perform its obligations hereunder.
• Buyer agrees, with respect to any equipment purchased hereunder, to assume responsibility for (i) its selection to achieve Buyer's intended results, (ii) its installation and use, and (iii) the results obtained therefrom. Buyer further agrees that, in purchasing any equipment hereunder, it shall inspect such equipment on a continuing basis, provide proper safety devices, instructions and other means necessary to protect the operator(s) from any harm due to the installation, operation and use of any such equipment, and comply with all governmental regulations, requests and orders with respect to occupational safety in effect from time to time.
• Buyer agrees to indemnify, defend and hold harmless APTM and its affiliates, and their respective officers, directors, employees, shareholders, agents and authorized contractors, from and against any and all claims, demands, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney's fees) arising out of or in connection with (i) the negligent use or misuse of any equipment purchased hereunder by Buyer, its employees or others, and (ii) the breach by Buyer of any of its obligations hereunder.

• All orders are subject to acceptance by APTM, equipment availability and satisfaction by Buyer of APTM's credit requirements.
• Stenographical, typographical and clerical errors are subject to correction.
• Either Buyer or APTM may cancel an order or any other unfulfilled obligations hereunder without liability if (i) the other party becomes insolvent or suspends any of its operations, (ii) any petition or order for relief is filed or proceeding commenced by or against the other party under any governmental law relating to bankruptcy, reorganization, receivership or insolvency, or (iii) the other party makes an assign for the benefit of creditors or has a receiver, trustee or similar official appointed for all or a substantial part of its assets or property.
• Buyer may not assign or transfer any of its rights, duties or obligations hereunder without the prior written consent of APTM, and any purported attempt to do so shall be void and without effect.
• These Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of Switzerland, and each party hereby submits itself for the sole purpose and disputes or controversies arising hereunder to the jurisdiction of the court of Lugano, Tessin Canton, Switzerland.

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Last updated 25-Oct-2002. Copyright � 2002 APTM SA Switzerland. All rights reserved. Please email any question to info@aptm.com