Document NeeaO3Na3VMXLz31QxNjnE45w

TERMS & CONDITIONS 1. Payment and Terms of Payment. a. I Buyer has requeaed the Oeatei Open Account payment plan via the Ford Dealer Statement in Pan II of the order form and Setter agrees to sell pursuant to such plan, then Buyer shed pay the total purchase price shown on Hie irNoce. b. ITBuyer has requested the !nsL3fimenj Pten (Fixed Rale) in Part a of the order form and Seder agrees lo sell pursuant to such flaa then Buyer snas pay the Down Payment (if any}, and the time Balance in equal monthlyinstattmenis in accordance with the terms set forth betow. c f Buyer has requested the installment Ran (Variable fete] in Pan ft erf me order form and Se*er agrees to sell pursuant to such Plan, then Buyer sha! pay the Total Cash Price and any interest thereon in accordance vsitn the loan and Security Agreement 10 be executed by Buyer and Seller. 2. Tide. Title to Equometu purchased by Buyer from Seller shall pass to Buyer upon Seller's receipt of an amounts owing by Buyer to Seller hereunder. 3. Risk of Loss. Setter shan be responsible for risk of toss uni! Equipment is delivered lo the location set forth herein, at which lime risk of loss shaft be Lhe resporobdily of Beyer. 4. Acceptance and Inspection. Buyer shad be deemed lo have accepted Equipment upon Seiler's defcery. Equipment shan be deemed to have been delivered in good condition unless Buyer gives Seder notice tu Lite contrary within 10 days after Seiler's delivery. 5. Delays. Setter Shan not be liable for ary faikjre or delay in delivering Equipment or for any fafiure to perform any provision hereof, reddling from fie. Hood or other casually. cioL strike ot cither labor difficulty, governmental regulation or other restriction, or ary other cause beyond Seller's control. 6. Unconditional Obligation. Buyer's obligation to make payments to Setter or its assignee stial be absolute and unconditional ano shafl continue unmodified despite any loss, damage or other intetruptioo in the use of Equipment. The oofigaiion of Buyer lo pay in full any amounts due under this ecnuaa shaJ not be subject to dispute, claim, counter* ctaim. defense or other igrn which Buyer may have to assert against Seder or the manu facturer erf Equipment. Buyer acknowledges LhaL- |a] Buyer ftas selected Equipment and Manufacturer, and Buyer has determined Equipment's stitabiStyand fitness for the Buyer's purpose, (b) Setter is notthe manufacturer of Equipment, and (cj Manufacturer issues Us own warranty and performs the obligations under such warranty. 7. Warranty. THE MANUFACTURER'S WARRANTY SHALL BE BUYER'S EXCLUSIVE REMEDY. RECOURSE OR DAMAGE FOR ANY DEFECT in WORKMANSHIP OR MATERIAL OR ANY FAILURE OF THE EOUIPMENT. SEILER MAKES NO WARRANTIES REPRESENTATIONS INDEMNITIES OR GUARANTEES WHATSOEVER WITH RESPECT TO EQUIPMENT EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM. INCLUDING ANY IMPLIED WAR RANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE THE LIABIL ITY OF THE SELLER SHALL BE UMITEDTO EXPRESS OBLIGATION TO DEUVER THE EQUIP MENT. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL NOIRECT. INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES WHETHER FORESEEABLE OR UNFORESEEABLE. WHICH BUYER MAY INCUR EXPERT ENCE OR CLAIM, INCLUDING BUT NOT LIMITED TO. CLAIMS FOR LOSS OF PROFITS. INTERRUPTION IN BUSINESS. LOST OPPORTUNITY. WORK STOPPAGE OR OTHER IM PAIRMENT OF ASSETS. ARISING OUT OF MISREPRESENTATION NEGUGENCE, STRICT LtABlUTX fN TORT OR OTHERWISE ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT. EVEN if SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. Freight and Taxes. Freight costs ana applicable taxes wii beadded to the final invoice and win be borne Cry Buyer. 9. Security Interest. Buyer hereby grants to Seller a continuing security intercat in the Equip ment including all products and proceeds [hereof, until a! amounts due hereunder are paid. Bcye agrees lo execute, and pay filing fees for. any financing statement or ether documents deemed necessary by Setter to maintain a valid security interest in the Equip ment. 10. Maintenance. Buyer shall use the Equipment carefully and property- Buyer, at Buyer's own expense, shal maintain and repair an items of the Equipment inorder to keep (hem in good order and condition and. in particular. sna comply fuflywltn the maintenance, operating, usage or ollter instructions prodded by the manufacturer. Buyer duirmnass Sesei. or any third p3Uy appointed by Sellei, lo inspect the Eourpmer when necessary. Buyer shall at an limes keep the Equipment free and clear of aD Kens, charges or encum brances. T1. Personal Property. Ford proprietarydiagnostic equipment [including the software. & ap* pneawe) shall be kepi at Buyer's premises as fisted on the reverse side and shad remain personal properly regardless of how and to what oegree it may be affixed or attached to any building or structure or what may be the consequence of its removal from such bunding or structure. Buyer shall not encumber the Equipment (including software, if appbcabiej untf an amountsowing to Seller hereunder are paid. In addition. Seiler grants lo Buyer and Buyer accept! a norrordusM; license to use the Equipment (including lire software: if appficaote] in accordance wifi the terms and condiijorisset forth herein. The license (anti Equipment) shall not be teased, sofa, assigned ootherwise transferred, riwnoteor in pan. In the event Buyer proposesiolease.se! assign ix otherwise t/ansier the Equipment (anq/oi its sofiware. if applicable), in whole or in parl lo any persrxi or eniiiy. Ford Motor Company shaa have a Right of First Refusal to purchase Lhe Equip ment [including all software, if applicable] for Ten and 00/100 Dollars f$ f 0.00] in US. Currency. 12. Insurance and Indemnification. Buyer shall defend, indemnify and hold fiarrrdess Seoer frum and agtnnst and at Buyer's own expense provide insurance satisfactory (o Setter covering any and all losses, dansages, claims, expenses arid other liabilities including attorneys fees) relating to or arising out of; fi) damage loss, theft or destruction of Use Equipment or jfl) death injury or property damage connected with the use. operation or condition (including without Bmfmiiorx defects whether or not discoverable by any parly] of the Eqiipmeni. Buyer shall promptly notify Seller of any such claim. Seller shall have the right to participate at its own expense inany proceeding for whicn Buyer has undertaken the defense of Seiler, and in no event shall Buyer settle any claim against Setter without Seder's prior written consent Buyer sfvaJ provide evidence of such insur ance to Setter upon demand Setter is under no obligation to examine any insurance certificate or acMse Buyer that as nsurance does not comply wrlh die requirements set fonn herein. The losses covered by insurance shaa in al cases be payable to Setter and Buyer as their interests may appear. If Buyer fafc to insure lhe Equipment as fwrrein provided Setter may. but is not obligated to. place such insurance upon the Equipment and the Buyer agrees to pay to Seller on demand the premiums for such insurance placed by Setter, m no evert ^eB any insurance coverage be deemed to limit or replace Buyer's obligation to indemnity Setter as provided herein. 13. Default- In the event that Buyer; (a) fans to pay any amount due hereunder wilttin ten [ 10) days <rf tf'se due date (U] faas to conpiy with any other provision hereof, (c) fries, or i there is filed against Buyer, any petition under any bankruptcy or Insolvency laws' or suffers the appointment of any trustee or receiver for ao or ary par l of Buyer's business or asset! a |cij has any assignment (voluntarily or involuntarily], tea attachment or levy issued against vie Equipment (unless such petition, assignment or appointment, tea attachment or levy is wihdtawn or nuMtedwithin twenty }20) days) then Buyer tf\a2 be in defaufl hereunoer and all of Buyer's indebtedness and obligations to Seller Shan at Sener's option, become immediately due and payable, ana Setter may. at its opun lermnaie l/vs com/aci and repossess arty ano an items of Equipmeni with or without legd process and sen trie same at private or public sale without prior notice to Buyer to (he extent permitted by law. Upon request. Buyer shaO deliver itte Equipment to Seller at a place designated by Setter. Repossession and/or sales of the Equipment upon such de fault shao not affect the Setter's ngftuo retain aa payments made prior to repossession or io recover the balance due nereunder for any deficiency. Buyer Shan reimburse Setter all costs of cofcction. repossession and resale (irxkxrfng reassnarte attorney* fees court costs and other expenses incurred by Setter.] Buyer hereto releases Seller from any fob*tty for damages resulting from repossession hereunder. The rights ano remedies of Setter, in the even of default tterein mentioned aratt ncl be deemed excUsM? but shall be currajtetiveand in addition to att other rigltu and remedies existing under law. artu may be errfeveed successively a concurrently. waiver cy Sesei of any oefauu shall rtu be deemed a waiver of any other default 14. General. The waiver by either party of. or failure to claim, a breach ofany provision of this coniraashalnoibedeemedtobeawsiver ofany provision of this contract shaJ not deemed w be a wawt of any subsequent breach or to affect in ary way the effective ness of such provision. This contract constitutes the entire agreement between the par ties and may not be changed except by an instrument in writing signed by the party to be charged. This contract may not be assigned by Buyer without the Seler's prior writ ten consent Seller may assign tr tis contiau at any lime but shall not iheieOy be relieved fiorn any kabitey ferteunder. In tiw event Ilia! one or more clauses of this contract are found to be unenforceable, fitegal or contrary to pubfc policy liy court of corntwlent Jurisdiction, lhe remainder trf this conlraci vtaB remain in fufl force and effect except f<v the unenforceable illegal or other prcMsoni Tliis agreemeni rs a Michigan agreement and snai oe interpretea construed and enforced in accordance with the law's of the State of Michigan United States of America. Each of the parties here to agrees that any legal or equitable action or proceeding with lespect to in* agreement shall be broutfit only in any court rrf trie State of Michigan, o in any court of the United Suites of America silting in Micftigan, and each of die par ties I weto submits to ano accepts genoraky and uncurWuoitally ll ie jjnsdiaton of those courts with respect lo such party's person and property. Each party hereby irrevocably waives any objetiior) io the laying ul venue of any such action oi proceeding rn me above described courts. 15. Finance Charge. Monthly portion of finance Charge (Pan H item 3) dtje is calculated each month by multiplying l/l?of the annual finance cnarge rate times Lhe renwiing portion of (tie unpaid Balance of Cash Price, and is added to the portion of the Unpaid Balance of Cash Puce due each month. PART III Installment Plan Agreement . I. Cash Price ^Duwr'rPaytitetit'tif'cvr" "" 3. Unpaid Balance of Cash Price (Dff&Mxebetween / etna2} ....... .... S i S 4. Finance Crvwge (Finance cfvge w&reduce each rnortth; CaU /-SOO-763S632for itte current finance charge rate. S 5. Time Balance |3 - 4) S 6. Number d Insiattments U 12 U2-I U 36 U U 60 ecfuaimonihi/installments. Taxes ana transportation (1ary} wia be UrSedseparately. __ __ 7. Installment Payment Price (i 4) S l agree io pay trie time Balance sei forth in accotnarKe wnh ine above schedule and ihe terms and conditions of this ordei form. Dealer Signature: Date.- MAIL COMPLETED ORDER FORM TO. ROTUNOA EQUIPMENT PROGRAM P.O.Box H50 -------------------- Wb'd W.bSM.-------------- -- September 1999 315-195 Prices subjeci to change without notice