effina na, Inc. warranty.

effina na, Inc.
49 Monroe Center NW
Suite 202
Grand Rapids, Michigan 49503
100 East Main Street
Belding, Michigan 48809 USA (by appointment only).
Phone: +1616-456-6800
Facsimile +1616-456-6801
Mobile available 66 countries +1616-292-6554.
e-mail: sales@effina.com
Web site: www.effina.com

Terms of Sale.

This is a Purchase Order being given to the person or entity to whom it is directed as ("Buyer"). All sales are made on the following Terms of Sale. The product or products being sold by effina na, Inc. ("Seller") are referred to below as ("the Goods"). This Purchase Order constitutes Seller's offer to sell the Goods to Buyer. Seller's offer may be changed or withdrawn by Seller at any time before it is accepted by Buyer, and may be accepted only on the terms of these Terms of Sale.

1. Agreement. Seller objects to and will not agree to any Terms of Sale and purchase of the Goods that are additional to or different from these Terms of Sale. Seller's agreement is conditioned upon Buyer's consent to these Terms of Sale in their entirety. If Buyer has not otherwise agreed to these Terms of Sale, then Buyer's acceptance of delivery of, or payment for, the Goods shall constitute Buyer's agreement to these Terms of Sale.

2. Price And Payment Terms. Unless otherwise specified on the first page of the Purchase Order, payment in full of the price specified in the Purchase Order is due prior to shipment, without discount. Payment must be made at Seller's office in Grand Rapids, Michigan. Payments not made when due shall be subject to a time price differential of one and one-half percent (1 1/2%) per month on the unpaid balance or such lesser rate as may be the maximum permitted by law.

3. Shipment And Risk Of Loss. Unless otherwise stated on the first page of this Purchase Order, delivery shall be F.O.B. Seller's warehouse or other point of origin. Risk of loss of the Goods shall pass to Buyer upon delivery to Buyer's carrier. Buyer shall specify the mode and routing of shipments. In the absence of such specifications, Seller will select the mode and routing.

4. Taxes. The price of the Goods does not include any privilege, occupation, personal property, value-added, sales, excise, use or other taxes, and Buyer shall be liable for all such taxes, whether or not invoiced by Seller.

5. Unavoidable Delay. If Seller is unable to deliver the Goods to Buyer's carrier because of anything Seller cannot control (such as casualty, labor trouble, or accidents), then Seller shall not be liable to Buyer for any damages caused by the delay. If the Goods are damaged or destroyed prior to delivery to Buyer's carrier, either Seller or Buyer may cancel their agreement to sell and purchase the Goods by written notice given to the other party.

6. Specifications. Preliminary specifications for the Goods listed on the first page of this quote are subject to verification.

7a. Warranty. Unless the Goods are designated on the first page of this quotation as being sold "As is", Seller warrants that the Goods will operate for their designated purpose. Should any failure to conform to this warranty occur, Seller will at Seller's option either (i) perform such labor and supply such component parts as may be necessary to correct the nonconformity at a location selected by Seller, or (ii) accept a return of the Goods to a location selected by Seller and refund to Buyer the purchase price paid for the Goods. Buyer shall pay all costs to load the Goods on a carrier acceptable to Seller, ship the Goods to and from the location selected by Seller, and unload the Goods on delivery to Seller and redelivery to Buyer. Buyer assumes all risk of loss to the Goods until the Goods are received by Seller. SELLER MAKES NO OTHER WARRANTIES AS TO THE GOODS AND, IN PARTICULAR, MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND BUYER IS SOLELY RESPONSIBLE FOR DETERMINING THE PROPER APPLICATION AND USE OF THE GOODS. Any warranty is subject to the further limitations of this paragraph 7a-i.

7b. Warranty. If Seller warrants the Goods, correction of any nonconformity or return of the purchase price for the Goods shall satisfy all obligations of Seller to Buyer under Seller's warranty, whether based on contract, tort or otherwise. In no event shall Seller have any tort liability to Buyer with respect to any of the Goods and shall not be liable for consequential or incidental damages, including without limitation damages resulting from inconvenience, loss of profits, or other commercial loss, personal or bodily injury or death, or damages to or loss of use of the Goods, arising from any defect, delay, no delivery or other breach. Buyer shall have no right of rejection or of revocation of acceptance of the Goods.

7c. Warranty. Seller makes no warranty concerning the design of the Goods, or their compliance with any local, state or federal law, regulation or standard (including without limitation electrical, building or other codes or requirements).

7d. Warranty. No warranty by Seller shall apply to any component part supplied by Seller, which component parts are sold "As is". Instead, Seller assigns to Buyer any warranty made by the supplier.

7e. Warranty. Any warranty given by Seller shall be effective for thirty (30) days from the date of delivery of all of the Goods to Buyer ("Warranty Period"). Prompt notice of any failure of the Goods to conform to this warranty must be given to Seller within Warranty Period. Seller must be given access to the premises in which the Goods are located for purposes of inspection. Nonconformities appearing after Warranty Period are excluded from any warranty.

7f. Warranty. Any warranty does not apply to nonconformities caused by, or to cleaning, repairs, lubrication, calibrations, maintenance or replacements required because of, (i) damages to the Goods occurring while the Goods are in the possession of Buyer's carrier, (ii) improper repairs, misapplication, abuse, improper installation, improper operation, unauthorized alteration or modification, misuse or lack of proper maintenance by Buyer, Buyer's employees or agents, or (iii) abnormal conditions of temperature, moisture, dirt, corrosive matter, and similar conditions.

7g. Warranty. If Seller warrants the Goods and repairs the Goods, Warranty Period shall be extended for thirty (30) days from the date of redelivery of the Goods to Buyer.

7h. Warranty. Any warranty of Seller is effective only if and so long as Buyer complies with all payment obligations of paragraph 2. Failure to meet payment obligations voids all warranties and does no extend Warranty Period when payment is made.

7i. Warranty. Seller neither assumes nor authorizes any person to assume for Seller any other liability in connection with the Goods.

7j. Warranty. In the event of repairs needing to be made to the Goods, the Buyer shall coordinate all service and parts with the Seller.

8. Permits. Buyer and Seller is responsible for obtaining any permit, inspection or license required for installation or operation of the Goods.

9. Safety Features. Buyer shall (a) cause the Goods to conform to all applicable laws, ordinances, regulations, codes and standards, (b) place on the Goods all safety devices and warnings and furnish all operating instructions for the Goods as are necessary to safeguard the operator from harm resulting from any use, operation and start up of the Goods, (c) install and operate the Goods properly, and (d) adequately safeguard the Goods to meet all governmental safety standards in effect from time to time, including but not limited to the 1970 Occupational Safety and Health Act (as amended).

10. Resale. On any resale of the Goods, Buyer shall contractually limit its buyer's rights and remedies against both Buyer and Seller to the same extent as Buyer's rights and remedies are limited under Paragraph 7 above.

11a. Cancellation. Buyer has no right to cancel its agreement to purchase the Goods from Seller, except as provided in Paragraph 5 above.

11b. Cancellation. Seller may cancel this Purchase Order at any time by notice to Buyer prior to Buyer's acceptance of this Purchase Order.

11c. Cancellation. This Purchase Order shall be automatically cancelled unless accepted in writing by Buyer within thirty (30) days from the date of this Purchase Order.

11d. Cancellation. Seller may cancel this Purchase Order before or after Buyer's acceptance if Seller has a commitment to buy the Goods from a third party and the third party fails to deliver the Goods to Seller for any reason other than Seller's default.

11e. Cancellation. If Buyer accepts this Purchase Order, but fails to pay for the Goods or take delivery of the Goods within sixty (60) days following acceptance, then Seller may impose a storage charge for the Goods in an amount determined by Seller until the earlier of (i) the date Buyer pays for the Goods and takes delivery of the Goods, or (ii) the date Seller elects to cancel its agreement to sell the Goods to Buyer. If Seller elects to cancel its agreement after Buyer has paid for the Goods, Seller will have no obligation to refund to Buyer the price paid by Buyer.

12. Indemnity. Buyer shall indemnify and hold harmless Seller, and at Seller's option defend Seller, from any and all liability, loss or damage which Seller incur as a result of claims, demands, costs or judgments ("Claims") made against Seller after the date of delivery of the Goods to Buyer and arising out of the use and operation of the Goods by Buyer, or Buyer's agents or employees. This agreement of indemnity, hold harmless and defense shall apply whether the theory of liability is based upon negligence, breach of contract, breach of implied warranties, strict liability, failure to comply with applicable laws, failure to perform these Terms of Sale, or otherwise. However, Buyer will not indemnify, hold harmless or defend Seller from (a) Seller's negligence, intentional acts, or other acts or omissions, or (b) Claims in existence or which have accrued prior to the date of delivery of the Goods to Buyer's carrier.

13. Seller's Rights. Seller has all rights and remedies given to sellers by applicable law, and Seller's rights and remedies are cumulative and may be exercised from time to time. A waiver by Seller of any right on one occasion will not be a waiver of any future exercise of that right.

14. Time For Bringing Action. Any action by Buyer against Seller for breach of the agreement between Seller and Buyer or for any other claim arising out of or relating to the Goods must be brought within one year after the cause of action accrues.

15. Applicable Law. The agreement between Seller and Buyer shall be considered to have been made in the State of Michigan, and it shall be governed by and interpreted according to Michigan law (except that principles of conflicts of law shall not apply). Any action arising out of or relating to the agreement may be brought in any federal or state court in Grand Rapids, Michigan, having jurisdiction of the subject matter, and Buyer irrevocably consents that any such court shall have personal jurisdiction over Buyer and waives any objection that the court is an inconvenient forum.

16. Complete Agreement; Amendment. These Terms of Sale contain the entire agreement between Buyer and Seller. Any change in the Agreement between Seller and Buyer must be by a signed writing.