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<br /> 5.2. USDD will invoice Customer,and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions. If a
<br /> dispute arises with respect to Surcharges and that dispute remains open for more than fifteen(15) days,USDD may,in its sole discretion,withhold
<br /> performance or future shipments,or combine any other rights and remedies under this Agreement or permitted by law,until the dispute is resolved.The
<br /> terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions.Any Surcharges, as well as the
<br /> timing,effectiveness,and method of determination thereof,will be separate from and in addition to any changes to pricing that are affected by any other
<br /> provisions in these Terms and Conditions.
<br /> CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the
<br /> Customer only upon agreement to pay USDD for all work in progress,all inventoried or ordered project parts and materials,and all other costs
<br /> incurred by USDD related to the Order.
<br /> TAXES. USDD's pricing excludes all taxes(including but not limited to sales,use,excise,value-added,and other similar taxes),tariffs and duties
<br /> (including,but not limited to,amounts imposed upon the Product(s)or bill of material thereof under any Trade Act,including,but not limited to,the Trade
<br /> Expansion Act,section 232 and the Trade Act of 1974,section 301)and charges(collectively"Taxes").All Taxes of any kind levied by any federal,state,
<br /> municipal or other governmental authority,which tax USDD is required to collect or pay with respect to the production,sale,or delivery of products sold
<br /> to Customer,shall be the responsibility of and be invoiced to Customer,unless,at the time of Order placement,Customer furnishes USDD with a valid
<br /> exemption certificate or other documentation sufficient to verify exemption from Taxes,including,but not limited to,a direct pay permit. Customer
<br /> agrees to pay all such Taxes and further agrees to reimburse USDD for any such payments made by USDD.
<br /> SHIPPING/DELIVERY/RISK OF LOSS.
<br /> 8.1. Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments.USDD and its affiliated
<br /> entities are not liable,either directly or indirectly,for delays of carriers or delays in connection with any Force Majeure Event(as defined in Section 17
<br /> below),and the estimated delivery date shall be extended accordingly.
<br /> 8.2. Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date
<br /> or the parties otherwise agree in writing. USDD will accept Orders with a future ship date of up to eighteen(18)months from the date of the entry of the
<br /> Order. Customer agrees that in the event an Order is scheduled to be delivered more than six(6)months from the date of the entry of the Order,USDD
<br /> may,in its sole determination and at each six(6)month anniversary of the date of the entry of the Order,adjust the pricing of the Order to conform to the
<br /> then-current prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to the Order.
<br /> 8.3. Storage Fees.If delivery takes place more than six(6)months from the date of the entry of the Order,Customer agrees to pay USDD a storage fee
<br /> (the"Storage Fee"),as set forth in the quote,for each month after six(6)months from the date of the entry of the Order Customer has not taken delivery
<br /> of the Products in the Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for which the storage
<br /> fees are owed.
<br /> 8.4. Title&Risk of Loss. Unless otherwise specifically detailed in this quote,delivery terms for Products(excluding software and services)are(i)EX
<br /> Works(EXW Incoterms 2020)USDD's point of shipment("USDD Dock")for all shipments(except that USDD is responsible for obtaining any export
<br /> license),and(ii)F.O.B.USDD Dock for all domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country,the
<br /> import/export provisions of the INCOTERMS do not apply.USDD shall be responsible for obtaining insurance on each shipment to Customer for the
<br /> full value of the shipment.Shipment shall be to a single point of delivery.
<br /> LIMITED WARRANTY. CUSTOMER'S EXCLUSIVE REMEDIES AND USDD'S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY
<br /> PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY
<br /> OTHER LIABILITY OR OBLIGATION OF USDD,INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE,LOSS,
<br /> OR INJURY(WHETHER DIRECT,INDIRECT,EXEMPLARY,SPECIAL,CONSEQUENTIAL,PUNITIVE OR INCIDENTAL)ARISING OUT OF OR
<br /> IN CONNECTION WITH THE DELIVERY,USE,OR PERFORMANCE OF THE PRODUCTS.CREDIT,REPAIR OR REPLACEMENT(AT
<br /> USDD'S OPTION)IS THE SOLE REMEDY PROVIDED HEREUNDER.NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD
<br /> UNLESS SET FORTH IN WRITING AND SIGNED BY USDD AUTHORIZED REPRESENTATIVE.
<br /> 9.1. Product Warranty Terms. Subject to the terms,conditions and limitations contained herein,and unless USDD has otherwise provided an alternative
<br /> written warranty(in which case the terms of such warranty will control),USDD warrants and guarantees its products will be free from defects in
<br /> workmanship and materials(collectively,"Defects")for 12 months from the date of shipment to Customer("Warranty Period"). This limited
<br /> warranty does not cover defects caused by normal wear and tear or maintenance.
<br /> PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 14 of 18
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