Copyright & Fair-use Agreement
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be an equivalent increase in the price to be paid hereunder, provided the Vendor shall have given the Purchaser notice of such increase and shall have offered to accept cancellation of that part of the order, the. price of which would thus be increased. Unless otherwise, agreed herein, if such export license has not b e m ^ granted within sixty days after receipt of the order, either party may cancel this contract, provided swjg cancellation is made in writing within ten days after the expiration o f such sixty day period. 6. T E R M S O F P A Y M E N T : If machinery is not all forwarded on the same date, pro rata payments shall be made for partial shipments. If the delivery of the machinery or any part thereof at the place or time or in the manner more specifically set forth herein is prevented or postponed at the Purchaser’s request, or because (if an export license is required) ho valid export license is in existence, or by reason of any other cause set forth specifically or by implication under the heading o f “ Shipping Dates” herein, then the Vendor shall be entitled, at its option, when manufacture o f the machinery (or o f any part subject to partial shipment), is completed, to tender delivery at the factory or warehouse and offer to store the machinery at the Purchaser’s expense and risk. In case such tender is not accepted, such placing in storage shall constitute complete delivery. In case such tender is made, all dates o f payment herein, in any way related to delivery or to documents resulting from such delivery, shall relate instead to the date of completion of manufacture. A ny letters o f credit or other credit instruments providing for payments under this contract shall include provision, under the foregoing circumstances, for payment as above set forth and provision that the documents to be presented, in such case, shall include invoices, affidavit certifying completion o f manufacture, and offer to deliver and to' store. 7. C H A N G E S : The Vendor reserves the right to make at any time such changes in details of design, construction, arrangement, or equipment as shall, in its judgment, constitute an improvement over former practice. If, due either directly or indirectly to governmental prohibitions, restrictions or priorities, any of the materials of construction specified or contemplated herein are not readily procurable for their intended purpose, then the Vendor shall have the right to substitute other material suitable for the work. If the Purchaser’s contract, for which the equipment is intended, is terminated in whole or in part, or if the Government shall direct the termination of this Agreement, the Purchaser shall have the right to terminate this Agreement in whole or in part upon notice in writing to the Vendor. The Vendor shall thereupon as directed cease work and deliver to the Purchaser all completed or partially completed equipment and work in process, in which event the Purchaser shall pay the V endor: the price provided in this Agreement for all equipment which has been completed prior to termination, actual expenditures made by the Vendor in connection with the uncompleted portion of this Agreement including reasonable cancellation charges paid by the Vendor on account of commitments made under this Agreement, and reasonable estimated profits on the uncompleted portion o f this Agreement multiplied by the percentage o f completion of the uncompleted portion of this Agreement. 8. IN S U R A N C E : The Purchaser shall provide and maintain adequate insurance for the machinery herein specified against loss or damage by fire or other causes during the time between delivery and^ final payment, in an amount fully protecting the Vendor, and loss o r damage by fire or other causes within such period shall not relieve the Purchaser from his obligation under this agreement. 9. C O N D IT IO N A L S A L E : The title and right o f possession to machinery herein sold, and replacements or substitutions, shall remain with the Vendor, and the machinery shall remain personal property irrespective of attachment to or location on any foundation or in any structure, until all payments hereunder (including deferred payments and any notes, renewals thereof and payment in full of judgments thereon) shall have been made in cash. The Purchaser agrees to do all acts necessary to protect the above title and right. When the Purchaser shall be in default in the payment of any sum due or in the performance of any other act which the contract may require him to perform to obtain title to the machinery, or in the performance o f any promise which may be a ground for retaking the machinery, the Vendor shall have the option to rescind the contract as to all the subject matter or as to any part for which a specific price is fixed herein. The provisions o f the U niform Conditional Sales Act shall, upon such default, govern the rights of the parties unless otherwise arbitrarily fixed by law, in which event the Vendor may enter, without demand or notice and without legal process and with no liability whatever, the premises where said property may be located, and take possession, hold and dispose of the property in accordance with law at public sale, whereat the Vendor or its assigns may purchase, or if public sale be not required then at private sale without notice, and upon repossession and sale all sums paid on account o f the purchase price and any sum remaining from the proceeds of a sale o f the repossessed machinery after deducting the reasonable expense of such repossession and sale, including attorney’s fees, shall be applied by the Vendor in reduction of the purchase price, it being understood and agreed that the Vendor will return any and all surplus to the Purchaser, but the Purchaser shall be liable to the Vendor for any deficiency as liquidated damages. The Vendor shall have any other rights not prohibited by law; and neither the bringing of an action by the Vendor for the recovery o f the whole or any part of the price; nor the recovery of judgment in such action, nor the collection of a portion o f the price, shall be deemed inconsistent with a later retaking o f the good s; nor shall the retaking o f the goods by the Vendor be deemed to constitute an election so as to prevent a later action for the purchase price. 1G. T A X E S : The Purchaser shall pay to the Vendor, in addition to the purchase price, the amount of all Sales, Use, Privilege, Occupation, Excise, or other similar taxes, Federal, State or Local, which the Vendor is required to pay in connection with furnishing the said goods to the Purchaser. 11. F R E IG H T : If delivery specified herein is F.O.B. point of destination, or F.O.B. Vendor’s Works (or where made) with freight allowed, the Purchaser shall pay to the Vendor, in addition to the purchase price, any amount by which the freight on the goods purchased may be increased, by reason o f increased freight rates, between the dates of signature of this contract and shipment. Page 2a