(collectively, "Product Documentation"). No Product shall be deemed to be a "Conforming
Product" hereunder until Buyer receives the corresponding Product Documentation therefor.
Buyer shall have the right to use, reproduce, translate and disclose information contained in the
Product Documentation to its customers for marketing, maintenance and repair of Products and
for such other purposes as Buyer may reasonably determine.
4.
Prices and Payment Terms.
a.
Subject to the terms and conditions contained herein, Buyer will remit
payment of the Purchase Price specified in the Purchase Order (less any applicable discounts or
offsets) for each Conforming Product (as defined below) within sixty (60) days of the Invoice
date, provided however that the Invoice date shall not be earlier than the date the Products are
actually shipped from the FOB point. All invoiced amounts shall be subject to a two percent
(2%) early payment discount for all payments remitted by Buyer within fifteen (15) days of
Buyer's receipt of such invoice.
b.
Seller warrants that the Purchase Prices for the Products are not less
favorable than those currently extended by Seller to any other customer for the same or similar
Products in equal or lesser quantities.
c.
The Purchase Price for each Product shall be all-inclusive and represents
the sole and exclusive consideration to Seller hereunder for the Products or otherwise, except for
(i) any freight costs for which Buyer is responsible under Section 2 of these terms and
conditions, and (ii) taxes that are measured directly by the Purchase Price payments made by
Buyer hereunder and which Seller is legally required to collect and pay over to tax authorities.
The taxes for which Buyer is responsible shall include sales, use and excise taxes, but shall
exclude, without limitation, Seller's franchise or business taxes, taxes based on Seller's income
or gross receipts and taxes for which Buyer is exempt by law as shown by a valid tax exemption
certificate, when such a certificate is required.
5.
Cancellation of Purchase Orders. Buyer may cancel any Purchase Order, in
whole or in part, without further obligation or liability to Seller, at any time prior to Seller's
shipment of the Products covered by such Purchase Order by providing Seller written or
electronic notice of such cancellation.
6.
Performance Warranty; Inspection; Acceptance
a.
Performance Warranty. Seller hereby warrants to Buyer that for a period
of thirty-six (36) months following Buyer's acceptance of the Products hereunder (the "Warranty
Period") such Product shall: (i) be fit for its intended purpose; (ii) be free from defects in
materials, workmanship, and design; (iii) operate in conformity with the performance,
functionality, and other specifications contained in its User Manual and Product Documentation;
and (iv) conform to all specifications, drawings, and descriptions referenced or set forth in the
applicable Purchase Order (collectively, the "Performance Warranty"). The Performance
Warranty shall survive the termination and expiration of the Warranty Period with respect to any
claim made by Buyer prior to such termination or expiration. Notwithstanding anything
contained herein to the contrary, Buyer may, at its option, assign or otherwise transfer the
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