1. DELIVERY: ITW Ransburg Electrostatic Systems, (hereinafter referred to as ìITW Ransburgî,) will ship this equipment as outlined in this proposal. This delivery date is based upon current schedules. In the event the Purchase Order and Dimensional Data is not received within fifteen days from acceptance of this proposal, ITW Ransburg reserves the right to alter this above quoted shipping schedule. Any later changes or alterations requested by the Buyer may affect the estimated shipping time. A. Force Majeure: ITW Ransburg shall not be held responsible for failure of or delay in delivery of shipments of equipment hereunder if such failure or delay is due, without limitation, Acts of God, fire, flood, embargo, strikes, unusually severe weather or other similar or dissimilar cause beyond their control. If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by reason of a Force Majeure event, ITW Ransburg, upon giving prompt notice to the Buyer, shall be excused from such performance to the extent of such Force Majeure event; provided, however, that ITW Ransburg shall take all reasonable steps to avoid or remove such causes of nonperformance and shall promptly continue performance hereunder whenever such causes are removed. It is agreed that in no event shall ITW Ransburg be responsible or liable for any consequential or incidental damages, including without limitation, loss of production or faulty production, loss of use or loss of profit. 2. PURCHASE PRICE AND TERMS OF PAYMENT: The Base Purchase Price for the system as outlined in this Proposal, shall be payable in current funds of the United States. ITW Ransburg will hold the base purchase price firm for 60 days from date of this proposal. The price adders shown for certain options to the system do not necessarily reflect the actual selling price of that option if purchased separately at a later date. ITW Ransburg will however, hold firm these option prices for 90 days from purchase order date if this proposal is approved and accepted. Installation of the equipment hereunder, is not included in this proposal unless specifically stated in this proposal. If installation is not included, installation must be performed by the Buyer or by contractors hired by the Buyer. Additional equipment, parts or accessories required for the Buyerís complete workable system must be obtained by the Buyer from another source or through an additional order to ITW Ransburg if such equipment, parts or accessories are not specifically included in this proposal. If shipment is delayed by Buyer, more than 6 months beyond the date of order, ITW Ransburg reserves the right to adjust the balance owed on the purchased price by the amount of any price changes ITW Ransburg has made during the 6 month period following the date of Buyerís order. 3. ACCEPTANCE: Acceptance of this Proposal either by signing this proposal or by referencing this proposal in Buyerís purchase order constitutes an order. Acceptance of Buyerís order based on this quotation, is subject to approval of Buyerís credit by ITW Ransburg. This Proposal, when accepted, is the complete agreement between the parties and there are no other agreements or understandings written or oral, with respect to the subject matter. Any changes or modifications to this agreement must be in writing and approved by the duly authorized representatives of both the Buyer and ITW Ransburg. Any additional or different terms of Buyerís order, are hereby expressly rejected. 4. TAXES AND DUTIES: Buyer will pay all taxes and duties. 5. TRANSPORTATION: Unless otherwise specified PRICES ARE F.O.B. ITW Ransburg shipping point. Buyer will unload the equipment and move it to the job site. Job site is defined as within 50 feet of installation location of the equipment. Buyer will assume risk of loss from any cause after delivery to carrier. Buyer will be responsible for filing any insurance claims. Freight charges are not included in this proposal. At Buyerís request ITW Ransburg will prepay freight and add to Buyerís invoices. 6. CHANGES AND DELAYS; CANCELLATIONS; AND WITHDRAWAL OF PROPOSAL: A. If Buyer causes changes to be made, delays or interrupts the progress of work, fails to provide necessary drawings, information, required labor, materials, facilities, or apparatus, or does not adequately prepare the job site, Buyer will, at ITW Ransburg ës demand, reimburse ITW Ransburg for all reasonable costs and expenses caused thereby. If any such acts or omissions of Buyer delay the delivery of equipment, Buyer will nevertheless make any payment due at delivery on the scheduled delivery date. ìCosts and expensesî shall include any additional cost for travel and lodging, and any necessary overtime work on Saturdays, Sundays, holidays, or hours in excess of eight per day. These labor costs will be charged at ITW Ransburg ës standard and overtime rates. 7. MATERIAL SUBSTITUTION: In the event of difficulty in obtaining customary materials or components, ITW Ransburg reserves the right to make any suitable substitutions that do not affect the design or operation of the equipment. 8. DRAWINGS AND SPECIFICATIONS: In all cases where this Proposal includes a drawing reference, a copy of an approved print or prints signed by the Buyer, along with the Buyerís area layout or equipment specifications must accompany the order. The Buyer will check equipment size, location in building, and all interferenceís and clearances and note any changes or interferenceís on the print. These specifications and accompanying drawings, are and will remain the property of ITW Ransburg and are subject to recall at any time before this Proposal is accepted in writing by Buyer. Drawings accompanying this Proposal are not to be used for construction purposes. ITW Ransburg will provide: [2] sets of 11" x 17" prints and service literature [1] set of manual per 2K Controller and [1] set of and Electrical Control documentation unless otherwise specified in this proposal. Any additional sets of print packages, manuals, floppy disks, vellums, or special system documentation will be at an additional charge. 9. SOFTWARE: ITW Ransburg (referred to as ìLicensorî in this Section 9), grants to Buyer (referred to as ìLicenseeî in this Section 9), and Licensee accepts, a non-exclusive, non-transferable, paid up license to use each computer software package (hereinafter ìSoftware PACKAGEî) provided by licensor under the following terms and conditions: A. Each license granted herein is effective upon receipt by Licensee of the corresponding Software Package. Licensor may discontinue any license or terminate this Agreement: (1) if the Licensee fails to comply with any of the terms and conditions of this Agreement; (2) in the event of any proceeding, voluntary or involuntary, in bankruptcy or insolvency, by or against Licensee; or (3) in the event of the appointment, with or without the Licenseeís consent, of an assignee for the benefit of creditors, or of a receiver. Upon any such discontinuance or termination, Licensee will promptly certify in writing to Licensor that the Software Packages licensed hereunder and all copies thereof having been destroyed. B. The title to the Software Packages, in whole or in part, the information they contain, and all copies, translations and compilations thereof, in whole or in part, are and shall remain the property of Licensor. WARRANTY OF TITLE IS THE ONLY WARRANTY WITH RESPECT TO SOFTWARE PACKAGES. THERE ARE NO OTHER EXPRESS REPRESENTATIONS OR WARRANTIES. ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED. C. Each license only authorizes the Licensee to use each Software Package on the unit of equipment for which it was acquired or on a backup unit of equipment and for no other purpose. D. Licensee agrees not to make available any Software Package or portion thereof in any form or any modification thereof to any third party without the prior written approval of Licensor. The licenses granted herein may only be sub-licensed, assigned or transferred by the Licensee by having the prospective transferee sign an appropriate software license agreement with ITW Ransburg. 10. PERMITS: Buyer will provide and pay for all necessary installation licenses and permits.