Electro-Chemical Devices (ECD) CA6 Hardness Analyzer - Manual (Page 9)

than Seller's fault, and a price increase becomes effective during the period of such hold or
postponement, the increase will apply to all shipments that are held or postponed thirty (30) days or
more from the effective date of the increase.
9. PAYMENTS. If in the judgment of Seller the financial condition of Buyer at any time prior to shipment
does not justify the terms of payment specified, Seller may cancel the order, withhold shipment, and/or
require full or partial payment in advance. If payment is not made when due, Seller may suspend all
future delivery or other performance with respect to Buyer without liability or penalty and, in addition
to all other sums payable hereunder, Buyer shall pay to Seller (i) the reasonable costs and expenses
incurred by Seller in connection with all actions taken to enforce collection or to preserve and protect
Seller’s rights hereunder, whether by legal proceedings or otherwise, including without limitation
reasonable attorneys’ fees, court costs and other expenses and (ii) interest on all amounts unpaid after
30 days charged at the monthly rate of 1-1/2% or the highest rate permitted by law, whichever is lower.
10. CANCELLATION OR ALTERATION. Buyer may not alter or cancel any order without Seller’s written
consent. For any order altered or cancelled with Seller's consent, Buyer must pay for all expenses and
labor incurred up to the time of Seller’s consent, plus a reasonable percentage for profit. Any order
delayed or deferred by Buyer will be subject to price escalation for increased costs of production, and
any other expenses caused by the delay. Material on such orders will be stored at Buyer's risk. Seller
reserves the right to invoice Buyer and require payment before shipment of any delayed or deferred
order.
11. TITLE AND RISK OF LOSS. Title and risk of loss shall pass to buyer at Irvine, California, unless
otherwise specified in the contract. If delivery is made by common carrier, risk of loss shall pass upon
delivery to the carrier. Claims for loss or damage in transit must be made by Buyer to the carrier. Seller
accepts no responsibility for loss or damage to product in transit.
12. PATENT OR TRADEMARK INFRINGEMENT. If the goods sold hereunder are to be prepared for
manufacture according to Buyers specification, Buyer shall indemnify Seller against any claim or liability
for patent, trademark, service mark or trade name infringement on account of preparation,
manufacture and/or sale.
13. NON-WAIVER. If Government Contract Regulations require the addition, deletion, or modification of
these terms and conditions upon prior notification to Seller and Seller's written acceptance thereof,
such changes shall become a part of these terms and conditions. Seller shall not be bound by any
Government Contract Regulations applicable to Buyer’s contracts with the U.S. Government unless
Buyer has expressly acknowledged, on the face of this document, the applicability of such Regulations to
the transaction between Buyer and Seller contemplated herein. Absent such acknowledgement, Seller is
making the assumption in issuing this document that no such Regulations apply.
14. JURISDICTION. All such disputes shall be resolved in a court of competent jurisdiction in Orange
County, California. Buyer hereby consents to the jurisdiction of the State and Federal Courts sitting in
Orange County. Not withstanding the above, should either party contest the jurisdiction of such courts,
the other party may institute its suit in any court of competent jurisdiction.
CA-6 Analyzers Page ix