Toshiba TCOFSALE User Manual

13131 West Little York Road
Houston, Texas 77041 Fax: [phone] Revision Date: April 27, 1999.
__________________________________________________________________________________________

STANDARD TERMS AND CONDITIONS OF SALE (dated April 27, 1999)

EXCEPT AS OTHERWISE AGREED TO IN WRITING BY TOSHIBA INTERNATIONAL
CORPORATION, THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO THE OFFER
OF SALE OF THE EQUIPMENT, PARTS, SOFTWARE, AND SERVICES DESCRIBED HEREIN.
PURCHASER’S WRITTEN ORDER ACCEPTING THIS OFFER FOR SALE FOR ANY SUCH
EQUIPMENT, PARTS, SOFTWARE OR SERVICES OR WRITTEN DIRECTION TO TOSHIBA
INTERNATIONAL CORPORATION TO PROCEED WITH ENGINEERING, PROCUREMENT,
FURNISHING, MANUFACTURING OR SHIPMENT OF SUCH EQUIPMENT, PARTS, SOFTWARE
OR SERVICES, SHALL CONSTITUTE CONSENT TO ONLY THESE TERMS AND CONDITIONS
AND A REPRESENTATION THAT PURCHASER IS SOLVENT. THIS OFFER OF SALE
EXPRESSLY LIMITS ANY ACCEPTANCE TO THE TERMS OF THIS OFFER ONLY. ANY
ADDITIONAL OR CONTRARY TERMS IN A PURCHASER’S WRITTEN PURCHASE ORDER,
ACKNOWLEDGMENT AND OTHER WRITTEN DIRECTION WILL CONSTITUTE A MATERIAL
ALTERATION WHICH TOSHIBA INTERNATIONAL CORPORATION OBJECTS TO AND
REJECTS. TRADE CUSTOM AND/OR USAGE ARE SUPERSEDED BY THE TERMS OF THIS
OFFER OF SALE AND SHALL NOT BE APPLICABLE TO BROADEN OR NARROW THE
EXPRESS TERMS OF THIS OFFER OR USED OTHERWISE IN ITS INTERPRETATION. THE
TERM "COMPANY" AS HEREAFTER USED MEANS TOSHIBA INTERNATIONAL CORPORATION,
EXCEPT THAT FOR PURPOSES OF ARTICLES III ENTITLED "EQUIPMENT AND SOFTWARE
MODIFICATION AND INSTALLATION," IV ENTITLED "FORCE MAJEURE," VIII ENTITLED
"LIABILITY," IX ENTITLED "NUCLEAR USE," XI ENTITLED "PATENTS," AND XII ENTITLED
"WARRANTY," IT SHALL MEAN TOSHIBA INTERNATIONAL CORPORATION AND TOSHIBA
CORPORATION AND THEIR RESPECTIVE SUBSIDIARIES AND SUPPLIERS.

I. PRICES: Unless otherwise specified herein, the prices described herein are in United
States of America currency and include the cost of the manufacturer's usual factory tests,
inspection and packing in accordance with the standards of the manufacturer and delivery
F.O.B. carrier at the Company's plant in Houston, Texas, or F.O.B. place of shipment of
Company’s supplier. Unless otherwise specified herein, such prices do not include any other
costs applicable to the equipment, parts and software described herein following their delivery
in accordance with Article II, below, including, without limitation, unloading, handling, storage,
transportation, installation, and insurance charges. All such costs shall be paid by Purchaser
in addition to the purchase price upon receipt of Company's invoices. Unless otherwise
specified herein, the prices applicable to the equipment, parts, software and services described
herein are those in effect at the time of shipment or at the time of performance of the services.
Upon any published increase or reduction in the price of such items by the Company, the new
price will become effective immediately on the unshipped or unperformed portion. In no event
will a reduction in price be retroactive to items shipped or services performed prior to the date
of the price change. Purchaser’s payment of Company invoices containing pricing errors will
not relieve Purchaser’s obligation to make full payment of the prices in effect at the time of
shipment applicable to the equipment, parts, software and services. All clerical errors are
subject to correction.

II. DELIVERY: Delivery dates are approximate and are dependent upon (1) prompt receipt

TOSHIBA INTERNATIONAL CORPORATION

13131 West Little York Rd
Houston, Texas 77041 Fax: [phone] Revision Date: April 27, 1999

__________________________________________________________________________

by the Company from the Purchaser of all information necessary to permit the Company to
proceed with the work immediately and without interruption, (2) Purchaser’s compliance with
all of the payment terms specified herein, and (3) Purchaser’s compliance with any terms,
obligations, covenant or condition of this Agreement, the continuing validity of any
representation furnished to Company by Purchaser, Purchaser’s continuing solvency and, the
non-occurrence of any event which Company deems, in its exclusive discretion, to endanger
Purchaser’s full performance of its acceptance of an offer of sale. Unless otherwise specified
herein, the Company shall deliver the equipment, parts and software described herein F.O.B.
carrier at the Company's plant in Houston, Texas, or F.O.B. place of shipment of Company’s
supplier. Partial deliveries shall be permitted. Unless otherwise specified herein, upon such
delivery, title and all risk of loss or damage to such equipment, parts and software shall pass to
Purchaser. In the event the Purchaser requests an extension of the delivery date and the
Company, in its sole discretion, agrees to extend such date, or if any of the equipment, parts or
software cannot be delivered when ready due to any cause referred to in Article IV hereof, the
Company may place such equipment, parts or software in storage either at Company’s plant in
Houston, Texas, or at a location other than Company’s plant in Houston, Texas (“off-site
location”). In such events, (1) if storage is at an off-site location, all costs incurred by the
Company in connection with such storage, including, without limitation, costs of preparing
such equipment, parts and software for storage, placement into storage, handling,
storage/demurrage, inspection, preservation and insurance (or if storage shall be at Company’s
plant in Houston, Texas, then up to five percent (5%) of the total price of the equipment, parts
and software being stored for each month of storage), shall be due and payable by Purchaser
upon receipt by Purchaser of the Company's invoices therefore, and (2) the Company's delivery
obligations shall be deemed fulfilled and title and all risk of loss or damage to such equipment,
parts and software shall thereupon pass to Purchaser, if it has not already passed, and (3)
when conditions permit and upon payment of all amounts due hereunder, the Company shall
arrange, on behalf of Purchaser, and at the cost of Purchaser, for shipment to a destination
mutually acceptable to the Company and Purchaser.

III. EQUIPMENT AND SOFTWARE MODIFICATION AND INSTALLATION: The Company
shall have the right to modify the design and/or method of manufacture of the equipment or
software described herein without advance notice to Purchaser if, in the judgment of the
Company, such modification does not materially and adversely affect the performance of the
equipment or software. Purchaser agrees to cooperate in good faith with Company to resolve
all technical questions and problems associated with any equipment or software described
herein. If requested in writing by Purchaser, the Company agrees to supervise the installation
of the equipment and software described herein. The Purchaser shall pay Company's per diem
charges for all such supervisory services plus all travel and subsistence expenses incurred by
Company personnel in connection therewith. All necessary labor and materials required for
installation and the preparation of the site for such installation shall be supplied by Purchaser,
at its expense, prior to installation and connection of the equipment and software. Purchaser
shall, at its expense, arrange for or provide access by Company's personnel to the installation
site during business hours and if requested by Company, space for safe storage of Company's
tools, test equipment, and other materials used in connection with such installation.

STANDARD TERMS AND CONDITIONS OF SALE (dated April 27, 1999) con't

TOSHIBA INTERNATIONAL CORPORATION

13131 West Little York Rd
Houston, Texas 77041 Fax: [phone] Revision Date: April 27, 1999

__________________________________________________________________________

Purchaser shall, at its expense, obtain all permits, licenses, authorizations and approvals and
prepare and file with the appropriate government agencies all reports and information which
may be required under all applicable federal, state, and local laws, regulations, and ordinances
now or hereafter in effect to permit the purchase, installation, operation and use of the
equipment and software. Notwithstanding any installation dates stated herein, in the event the
installation of any part of the equipment or software is delayed or interrupted due to any cause
described in Article IV, below, Purchaser agrees, at its expense, to exercise its best effort to
arrange for the timely completion of such installation and Purchaser shall reimburse Company
for all expenses incurred by Company as a result of any such delay. Purchaser shall pay all
other amounts when due to the Company hereunder, notwithstanding any such delay in
installation.

IV. FORCE MAJEURE: In no event shall the Company be liable for non-delivery or delays in
delivery of the equipment, parts and software described herein or for failure or delay in the
performance of any other obligations contained herein arising directly or indirectly from acts of
God, unforeseeable circumstances, acts (including delays or failure to act) of any governmental
authority (de jure or de facto), war (declared or undeclared), riot, revolution, priorities, fires,
floods, weather, strikes, labor disputes, sabotage, epidemics, factory shutdowns or alterations,
embargoes, delays or shortages in transportation, delay or inability to obtain or procure labor,
manufacturing facilities, or materials, inability due to causes beyond the Company's
reasonable control to obtain timely instructions or information from the Purchaser or causes of
any other kind beyond the Company's control. The foregoing provision shall apply even though
such causes may occur after the Company's performance of its obligations has been delayed
for other causes.

V. TERMS OF PAYMENT: Unless otherwise specified herein, the purchase price for the
equipment, parts and software described herein shall be paid in full, in United States of
America currency, within thirty (30) days after the date of the Company's invoice for such price
and all such invoices shall be mailed to the Purchaser at its address shown herein, upon
delivery of the equipment, parts and software described herein in accordance with Article II,
above. In the event Purchaser fails to make payment by the date provided in these terms of
sale, the Company may deduct such amounts due it from all amounts, whether matured or
unmatured, it may owe Purchaser arising from this or any other transaction. If such
equipment, parts or software are ready for shipment from the manufacturing plant or for
delivery to the Purchaser and the Company cannot make delivery thereof as scheduled herein
due to any cause described in Article IV, above, any amounts otherwise due and payable to the
Company following delivery shall be due and payable within thirty (30) days after the Company
mails an invoice for such amount, together with a certification by the Company as to such
cause, to the Purchaser at its address shown on this offer of sale. Upon the mailing of such
invoice and certification, the equipment, parts and software shall be deemed to be in storage in
accordance with Article II, above. Purchaser agrees that the purchase price and/or any unpaid
portion thereof shall bear interest at the rate of 12% per annum from and after the date due
and owing, if not paid in strict accordance with the terms of this Agreement. Notwithstanding
any other provision of an accepted offer of sale, the Company does not intend to and shall not

STANDARD TERMS AND CONDITIONS OF SALE (dated April 27, 1999) con't