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ACROMErER
<br /> Quotation Quote Number:142528 RevO
<br /> ...continued from previous page Codes:002/028/029
<br /> or these standard terms and conditions prohibited by law or otherwise held invalid or unenforceable
<br /> shall be ineffective only to the extent of such prohibition,invalidity,or unenforceability,and shall not
<br /> invalidate or otherwise render ineffective or unenforceable any other terms,conditions,provisions or
<br /> covenants of the Purchase Order and these standard terms and conditions.
<br /> SECTION 18:FURTHER ASSURANCES
<br /> Each of the parties,without further consideration,shall perform in good faith such other acts,execute
<br /> and deliver such other documents,and take such other action as may be reasonably required by the
<br /> parties hereto to carry out the purpose or subject matter hereof.Nothing herein shall be deemed to
<br /> render McCrometer and Buyer joint venturers or partners of any sort.
<br /> SECTION 19:EXPENSES
<br /> Copyright©2013 McCrometer,Inc.All printed material should not be changed or altered without permission of McCrometer.Any published
<br /> technical data,instructions and Terms And Conditions
<br /> are subject to change without notice.Contact your McCrometer representative for current content.
<br /> McCrometer,Inc.3255 WEST STETSON AVENUE•HEMET,CALIFORNIA 92545 USA TEL:951-652-6811 •800-220-2279•FAX:951-652-
<br /> 3078
<br /> Printed In The U.S.A.7 Lit.30121-17 Rev.1.0/06-13
<br /> If the Company shall commence legal proceedings against Buyer with respect to the terms,conditions
<br /> or provisions hereof,including,without limitation,McCrometer's collection of any sums arising or due
<br /> hereunder or under any agreement between McCrometer and Buyer,Buyer,if Buyer is the nonprevailing
<br /> party,shall pay to the Company all expenses of said proceedings,including,without limitation,
<br /> reasonable attorneys'fees and related costs,including costs of enforcement of any judgment rendered in
<br /> said proceedings.In no event shall the Company be liable to Buyer for any expenses of any proceedings,
<br /> including,without limitation,reasonable attomeys'fees and related costs,including costs of enforcement
<br /> of any judgment rendered in said proceedings,whether the Company is the nonprevailing party or
<br /> otherwise.In addition,Buyer shall pay to McCrometer all costs and expenses,including reasonable
<br /> attorneys'fees,incurred by McCrometer in connection with responding or participating in discovery in
<br /> any legal proceeding,whether or not McCrometer is a party to such action.
<br /> SECTION 20:SUCCESSORS AND ASSIGNS
<br /> This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
<br /> successors and assigns;provided,however,that Buyer shall not transfer,sell,assign,pledge or encumber
<br /> any of its rights,interests,or obligations hereunder without the prior consent of McCrometer.For
<br /> purposes of the foregoing,a transfer of Buyer's rights,duties and obligations hereunder shall be deemed
<br /> to have occurred if(1)Buyer is party to a merger in which it is not the surviving entity,or(2)50%or more
<br /> of Buyer's voting securities are transferred in one transaction or a series of related transactions.
<br /> SECTION 21:NOTICE
<br /> Any notice required or permitted under this Agreement shall be given in writing and shall be deemed
<br /> effectively given upon personal delivery to the party to be notified(or upon the date of attempted
<br /> delivery where delivery is refused)or,if sent by telecopier,telex,telegram,or other facsimile means,
<br /> upon receipt of appropriate electronic confirmation of successful transmission,or five days after deposit
<br /> with the United States Postal Service,by registered or certified mail,or one day after deposit with next
<br /> day air courier,with postage and fees prepaid and addressed to the party entitled to such notice at
<br /> the address of the receiving party as designated in the applicable Purchase Order which is the subject
<br /> of such notice or demand,or at such other address as such party may designate by ten days advance
<br /> written notice to the other parties to this Agreement.
<br /> Printed on 7/29/2015 2:36:57 PM Page 6 of 6
<br /> n Avenue, Hemet, CA 92545,
<br /> *142528* Tel(5)652-6811 - Fax(951652-3078 Stetson r.
<br /> Wbsite: http..//www.mccr me er.com
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