Terms and Conditions

Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

1. Applicability

(a). These terms and conditions of sale (these "Terms") are the only terms which govern the sale of the goods ("Goods") and services ("Services") by Havel Parts ("Seller") to the purchaser of such Goods and/or Services ("Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods or Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. If the sale under the Agreement (defined below) includes Services, then the additional terms in Schedule A shall also apply to such Services.

(b). Any offer, including without limitation any quotation or proposal or similar document, referencing these Terms is capable of acceptance only on the terms stated in such offer and these Terms, and any such offer is expressly conditional on acceptance of these Terms and those contained in the offer without the addition of any other terms whether or not such terms conflict in any way with those of the offer or herein. Any quotation/confirmation of sale/invoice issued by Seller (the "Sales Confirmation") accompanying or referencing these Terms (Sales Confirmation and Terms are collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms may be modified by inclusion of different terms on Buyer's quotation or order acceptance documents but not by inclusion of any terms on documents provided by Buyer. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of 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 these Terms. Buyer expressly waives the right to enforce any terms other than those in the Agreement including, without limitation, any terms proposed or supplied by Buyer.

(c). These Terms also apply to all channel partners, distributors, and resellers who sell the Goods or Services. All channel partners, distributors, and resellers who sell the Goods or Services agree that they will ensure that all third-party end users will be bound by these Terms.

2. Delivery and Shipping Terms

(a). The Goods or Services will be delivered within a reasonable time after the written acceptance of Buyer's purchase order subject to availability of finished Goods or Services and consistent with any delivery information provided by Seller. Seller shall not be liable for any delays in providing Goods or Services, nor for any loss or damage in transit.

(b). Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods Ex Works Seller's facility (Incoterms 2020) using Seller's standard methods for packaging and shipping such Goods. Buyer agrees to pay all transportation charges incurred after the Goods are made available to the carrier and to reimburse Seller for any transit insurance or freight pre-paid for the Goods by Seller. All shipping and delivery dates are approximate only.

(c). Where Buyer furnishes special transportation instructions, any special expense is to be borne by the Buyer, including special handling, packaging, and additional freight charges. When export instructions or special packaging are required and have been agreed upon by both Seller and Buyer, any extra charges such as export duties, licenses, fees and the like shall be borne by Buyer.

(d). Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.

(e). If for any reason Buyer fails to accept delivery of any of the Goods, or if Seller is unable to deliver the Goods because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

3. Non-Delivery

(a). The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b). Seller shall not be liable for any late delivery of Goods (even if caused by Seller's negligence).

(c). Any liability of Seller for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.

4. Quantity

Buyer shall not be entitled to object to or reject any Goods or any portion of them by reason of the quantity being less than the amount ordered and shall pay for such Goods delivered at the price set forth in the applicable Sales Confirmation.

5. Title and Risk of Loss

Title and risk of loss passes to Buyer upon delivery, i.e., when Seller makes the Goods available for pick up by a common carrier as per the Incoterms above, and Buyer shall have the responsibility of filing any claims for loss, damage, delay or otherwise, with the carrier, insured or other related third parties. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the relevant state Uniform Commercial Code.

6. Amendment and Modification

These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

7. Inspection and Rejection of Nonconforming Goods

(a). Buyer shall inspect the Goods within three (3) days of receipt ("Inspection Period") at Buyer's facility. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents.

(b). If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit the price for such Nonconforming Goods in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's facility as directed by Seller. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.

8. Exclusive Remedy for Nonconforming Goods

Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as otherwise provided herein, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

9. Price

(a). Buyer shall purchase the Goods or Services from Seller at the prices shown on the applicable quotation and such shall be reflected on Buyer's purchase order. Seller reserves the right to increase the price of any Goods or Services prior to delivery and, if it does so, shall notify Buyer of such increase and Buyer shall have five (5) days to terminate in writing its order for any Goods or Services at the new price; however, if such written cancellation notice is not supplied to Seller within the stated period, Buyer shall be deemed to have agreed to purchase the ordered Goods or Services at the new price and the Agreement shall be construed as if the new price was originally inserted therein, and Buyer shall be billed by Seller on the basis of such new price.

(b). All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income. Buyer must obtain and provide Seller any certificate of exemption or similar document required for any tax relief or exemption.

10. Payment Terms

(a). Buyer shall pay all invoiced amounts due to Seller within 30 days after the date of Seller's invoice, unless otherwise stated on the Sales Confirmation. Buyer shall make all payments hereunder in the manner specified on the relevant quotation or order acceptance documents and such payment shall be made in US dollars unless otherwise agreed in writing by Seller.

(b). Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or Services if Buyer fails to pay any amounts when due hereunder and such failure continues for seven (7) days following written notice thereof.

(c). Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or otherwise. If any invoice is not paid when due, Buyer agrees to pay all costs, including collection costs if this account is referred outside for collection, and reasonable attorneys' fees, including all costs and reasonable attorneys' fees incurred on any appeal to any appellate court.

11. Order Changes

(a) Buyer may not cancel an order accepted by Seller. Buyer may, within a reasonable time after placing the order and prior to shipment thereof, request, in writing, changes within the general scope of the order. Seller, at its discretion, has the option to accept a change to an order after receiving Buyer's order change request. If an order is changed after the order has been released to processing, a supplemental charge may be applied. Seller, prior to accepting the order change, will notify Buyer of any increase or decrease in the cost of, or the time required for the performance of, any part of the order change. If Buyer then confirms the order change in writing, Seller will make any equitable adjustments and the order will be modified in writing accordingly.

(b) Seller reserves the right at any time to make changes in design or additions or improvements in its Goods or Services without liability or obligation to install such change, addition, or improvement in any Goods sold or Services provided prior thereto.

(c) Seller reserves the right to cancel all or part of any order, including without limitation orders previously acknowledged or accepted by Seller, for any reason prior to delivery.

12. Intellectual Property Rights

Seller shall have no liability to Buyer for any claims, liabilities, damages, losses, and expenses, including but not limited to reasonable attorney's fees and costs of suit, arising out of or in connection with any claims that the Goods or Services provided hereunder infringe any intellectual property rights including patents, trademarks, trade secrets, or copyrights (collectively, "Intellectual Property Rights") of any third party, except as specifically provided in this Section. In the event the foregoing is deemed inapplicable such that Seller has liability related to any of the foregoing, such liability of Seller shall be limited as set forth elsewhere in these Terms.

13. Buyer Indemnity

Buyer agrees to defend, indemnify and hold Seller harmless from any and all liability, and to pay all costs and attorney's fees, for injury or damage to persons or property caused in any manner by the Goods while in possession or under the control of Buyer or Buyer's customer or the Services provided by Seller, except as expressly set forth elsewhere in these Terms.

14. Limited Warranty

(a). Seller warrants to Buyer that for a period of twelve (12) months from the date of shipment of the Goods, or such other period as provided by Seller in its relevant product documentation or on its quotation ("Warranty Period"), such Goods will be free from material defects in material and workmanship.

(b). EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 14(A) AND SCHEDULE A, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; AND (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c). Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods or Services. Third Party Products are not covered by the warranty in Section 14(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(d). Seller shall not be liable for a breach of the warranty set forth in Section 14(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within seven (7) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Buyer's cost for the examination to take place there; (iii) Buyer properly packages such Goods to protect against risk of loss and damage, including damage from electrostatic discharge; (iv) Buyer pays Seller an evaluation fee as stated on the quote, if any; and (v) Seller reasonably verifies Buyer's claim that the Goods are defective.

(e). Seller shall not be liable for a breach of the warranty set forth in Section 14(a) if: (i) Buyer makes any further use of such Goods or Services after giving such notice absent written authorization from Seller to do so; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Seller determines that a claimed defect resulted from (a) normal wear and tear, including corrosion; (b) installation and/or maintenance by Buyer or a third party; (c) misuse or abuse, whether willful or negligent, of any of the Goods or Services by any person other than Seller; (d) modifications, alterations, service, repair or replacement made by Buyer or a third party during the Warranty Period that were not requested or authorized by Seller; (e) any combination or use of the Goods or Services with any incompatible equipment or ancillary products; (f) failure of Buyer to maintain environmental conditions in accordance with Seller specifications or instructions, if any; (g) customized equipment manufactured by third parties for incorporation into any of the Goods or Services; (h) defects or errors in any custom specifications provided by Buyer; (i) causes beyond Seller's reasonable control; or (j) causes other than Seller's workmanship or materials.

(f). Subject to Sections 14(d) and 14(e) above, with respect to any such Goods or Services during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or Services, or (ii) credit the price of such Goods at the pro rata contract rate, provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Goods or Services to Seller. If Buyer sends Goods back to Seller for evaluation to repair or replace and is provided a repair quote from Seller, Buyer then has fourteen (14) days to accept the repair quote (unless a longer time is stated on such quotation), otherwise Seller may, at its discretion, scrap the Goods or return the Goods to Buyer at Buyer's expense. Such repair, replacement or issuance of a credit shall be Buyer's sole and exclusive remedy with respect to a breach of the warranty set forth herein. All costs of de-installation or re-installation of the Goods or Services shall be borne by Buyer. Goods or Services that are repaired or replaced during the Warranty Period are warranted for a period of six (6) months from the date of repair or replacement or the unexpired term of the original Warranty Period, whichever period is longer. Where Goods or Services are replaced pursuant to this Section, Buyer shall be invoiced for the replaced Goods or Services and then issued a credit for such Goods or Services.

(g). THE REMEDIES SET FORTH IN SECTION 14(F) SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 14(A).

15. Limitation of Liability

(a). IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b). IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE PRICE PAID BY BUYER FOR THE GOOD(S) OR SERVICES THAT GAVE RISE TO ANY SUCH LIABILITY.

16. Insurance

During the term of this Agreement and for a period of one year thereafter, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in an amount sufficient to pay for any potential liabilities hereunder with financially sound and reputable insurers. Upon Seller's request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer evidencing the insurance coverage specified in these Terms. The certificate of insurance shall name Seller as an additional insured. Buyer shall provide Seller with thirty (30) days' advance written notice in the event of a cancellation or material change in Buyer's insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller's insurers and Seller.

17. Compliance with Law

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods or Services under this Agreement or any resale of the Goods or Services by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods or Services. The export or re-export of the Goods and related technical data supplied hereunder, if any, may be subject to regulation or restriction under the United States Export Administration Act or other similar laws. Buyer shall not sell, re-export, transfer or otherwise dispose of the Goods or any related technical data in violation of U.S. law or any other applicable export laws. Buyer shall have sole responsibility for obtaining all applicable licenses or authorizations at its sole cost and expense.

18. Termination

Seller may terminate all or any portion of any order placed by Buyer, even if previously accepted by Seller, at any time and for any reason prior to delivery by providing written notice (including via email) of its intention to do so. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for seven (7) days after Buyer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

19. Waiver

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

20. Confidential Information

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section 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.

21. Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, pandemic or other mass health-related event, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give reasonably prompt notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

22. Assignment

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

23. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

24. No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

25. Governing Law

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any choice or conflict of law provision or rule (whether of the State of Kansas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Kansas.

26. Submission to Jurisdiction

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Kansas, in each case located in Sedgwick County, Kansas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

27. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

28. Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

29. Survival

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement, including, but not limited to, the following: Insurance, Compliance with Law, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.

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SCHEDULE A — Services Terms

In addition to the terms and conditions above, the following applies only to Services included in the sale.

Seller represents and warrants that the Services provided under these Terms will be performed by qualified individuals in a professional and workmanlike manner. This warranty extends only to the original Buyer. Seller shall not be liable for a breach of this warranty regarding Services unless Buyer gives written notice of the defective Services, reasonably described, to Seller within ten (10) days from the date of service. Seller's warranty obligation regarding Services is limited to, at Seller's option and in its sole discretion, (a) re-performance of the Services to the extent required to correct such defect, or (b) refunding the amount paid for the specific Services which are in breach of the warranty. Any re-performance of Services will be warranted against defects in workmanship for the unexpired portion of the warranty applicable to the Services. Warranty claims must be filed by Buyer within the time period stated above.

This warranty applicable to Services will be voided if, in Seller's opinion, either: (a) the subject of any Services has been altered, repaired, or modified following completion by Seller without the prior written agreement of Seller; or (b) Buyer engaged, employed, or used a third party to perform corrective services without Seller's prior written consent.

This warranty applicable to Services only applies to the original Buyer and original site where the work was performed and cannot be assigned to a different site or location without the express written consent of Seller.

Buyer Training. If Services to be provided by Seller include Buyer training, Buyer shall be responsible for selecting from its employees those trainees who possess the requisite technical skill, experience, and language fluency appropriate for comprehension of the training and associated training materials ("Attendees"). Training curriculums and associated materials are general in nature and are intended only to supplement Attendees' prior knowledge. Trainings do not replace Buyer's existing practices and procedures regarding equipment operation, safety, and maintenance. It is Buyer's responsibility to ensure that Attendees do not operate or work on or around any specific Buyer equipment without first familiarizing themselves with all applicable safety, operating and maintenance instructions and procedures relating to Buyer's specific equipment. Seller makes no warranty or guarantee that Buyer's representatives who attend any training will achieve any level of proficiency, and ensuring that such individuals are capable of using the Goods safely and effectively is the sole and exclusive responsibility of Buyer. If requested by Buyer, Seller shall issue to Buyer's representatives certificates stating that they have attended the relevant training; such certificate in no way certifies the competency of the work of Buyer's representatives.

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This document is a template based on standard industrial sale-of-goods terms and conditions. It is provided for convenience and does not constitute legal advice. Havel Parts should have this document reviewed by a licensed attorney before publishing it as binding terms, particularly to confirm the warranty language in Section 14 correctly reflects Havel Parts' role as a reseller/distributor rather than a manufacturer.