GTC

General Terms and Conditions of Sale and Delivery of HygroMatik GmbH

Terms and Conditions of Sale:

1. Company shall sell and deliver to Customer and Cust omer shall purchase and accept from Company the products (herein, the “Products”) described on or i n any confirmed order, agreement or quotation, or an y combination thereof (the “Order”), pursuant to the terms and conditions of the Order and those specifi ed below, which taken together shall constitute the entire agre ement between Company and Customer regarding the Products (herein, this “Agreement”).
2. No other terms or conditions shall be of any effect unless otherwise specifically agreed to by Company in a separate written agreement duly signed by an office r of Company. Customer will be deemed to have assen ted to all Terms if any part of the Products is accepted b y Customer. If Customer finds any Term not acceptab le, Customer must so notify Company at once and must re ject the Products delivered under this Agreement. An y additional or different terms or conditions contain ed in Customer's order or response hereto shall be deemed objected to by Company and shall be of no effect. N o general terms and conditions of a Customer shall a t any time form a part of the content of any contract or agreem ent between the Customer and the Company, even if t hey are not further expressly rejected by the Company.
3. Unless otherwise agreed in writing, all quotations fo r Products are valid for a period of ninety (90) da ys from the date of issue. Subsequent modifications in quantity or quality, if such are requested by Cust omer, generally will cause a modification of the quoted pr ice. Drawings and samples enclosed with any quotatio n remain the property of Company. All drawings and samples sh all be treated confidentially by Customer and must be returned to Company after usage.
4. No Order is binding upon the Company until the earli er of acceptance of the Order in writing or the delivery of the Products to the Customer. Notwithst anding any prior acceptance of an Order by Company, Company shall have no obligation if the Customer is in breach of any of its obligations hereunder, or an y other agreement between the Customer and Company, at the t ime Company’s performance was due.
5. All verbal agreements concerning the terms of any Ord er, including agreements made by telephone, shall have no force and effect unless and until acknowled ged by the Company in writing.
6. Customer shall bear all costs associated with the c ancellation or modification of the Order.

Prices:

1. All price quotations are FCR Company (per Incoterms 2010) and do not include costs for packaging, postage or other freight charges, insurance or taxes, if any.
2. Products’ prices will be governed by the Company's c urrent prices in effect from time to time or by spe cial price quotes made to customer in writing. A price li st available on request.
3. Prices quoted in a currency other than Unites State s Dollars are based on the official exchange rate on the date of the quote. Prices will be invoiced on the b asis of the currency exchange rate in effect on the date of confirmation of any Order.
4. Company may without notice to Customer increase the price of the Products by the amount of any new or increased tax or duty (excluding franchise, net inco me and excess profits taxes) which Company may be r equired to pay on the manufacture, sale, transportation, de livery, export, import or use of the Products or th e materials required for their manufacture or which affects the cost of such materials.

Terms of Payment:
Unless otherwise agreed to in writing by the Company, Customer is obliged to pay the purchase price in fu ll within ten (10) days after the purchase agreement has been entered into upon submission of a commercial invoic e.

1. Company may without notice change or withdraw extens ions of credit at any time. If Company ceases to extend credit terms before shipment, Customer's sol e remedy shall be cancellation of its order. If Cus tomer does not receive notice before shipment, its sole remedy shall be rejection of the Products immediately upo n delivery.
2. If the Customer fails to make payment on or before the date required, Customer shall pay interest to t he Company at the rate of one and one percent (1%) per month or such lesser amount permitted by law. The specification or charging of interest shall not be de emed an agreement to extend credit.
3. If Customer fails to observe these Terms or the ter ms of any other agreements between Company and Customer, or if Customer becomes insolvent, all bal ances then due and owing to the Company shall become due immediately, notwithstanding any agreed upon payment periods. Any Orders that have been confirmed by the Company but not yet filled shall in such cases beco me cancelable at the sole discretion of Company.
4. Customer does not enjoy a right of set-off under an y circumstances.

Delivery Terms:

1. Except as otherwise specified in this Agreement, the Products shall be sold and delivered FCR (per Incoterms 2010) Company’s facility in Henstedt-Ulzb urg, Germany. Title to and risk of loss for the Pro ducts shall pass to Customer upon delivery thereof to any commo n carrier at such facility.
2. Any agreed Delivery Period commences on the day on w hich any Order and accompanying documents, such as drawings, have been clarified by the Company , but in any event no earlier than the written acce ptance of any Order by the Company. Sales which extend over a certain period of time, and where quantities have not been fixed in advance, shall be subject to separate agree ments concerning the quantity and delivery period re garding each separate sales transaction and/or request for delivery made by a Customer. Delivery Periods deter mine the date of dispatch ex works. All delivery dates are a pproximate; time shall not be of the essence.
3. Customer will be billed for and shall pay all freigh t, transportation, shipping, insurance and handling charges, duties, and taxes, including any applicable VAT, sales, personal property, ad valorem , and other taxes, duties, levies or charges imposed by any governmental authority, irrespective of whether applicable law makes such items the responsibility of the buyer or selle r, but excluding any taxes payable by Company with r espect to its net income.
4. Customer, shall, subject to Company's available fac ilities at the shipping point, determine the type of transportation and shall notify Company thereof at the time Customer places each Order. If Customer sh all fail to so notify Company, Company or its agent may select a ny commercial air, ship, motor or rail carrier or a ny combination thereof for the transportation of the P roducts. Company will make deliveries of the Produc ts in the quantities ordered as near as reasonably possible t o Customer's requested delivery dates.
5. Company shall use its reasonable efforts to deliver the Products to Customer by the agreed upon date. However, except in cases of Company’s willful misco nduct or gross negligence, Company shall not be liable to Customer for delays in delivery or damage to Product s while in transit, irrespective of whether Company or Customer determined the mode of transportation.
6. In cases of deliveries of Products manufactured to Customer’s specification (“Special Orders”), Compan y reserves the right to rely on the technical specific ations provided by Customer.
7. Unless otherwise agreed to in writing, all tools, mod els, plans, blueprints or other devices and/or documents used and/or developed by Company (the “To ols”) in order to fulfill any Order or Special Orde r are the property of the Company, even if the cost of develo pment and/or manufacturing of such tools, models, pl ans, blueprints or other devices and/or documents was wh olly or partially borne by the Customer.

Security Interest:

1. As security for the timely payment and performance of all Customer’s indebtedness to Company, Customer hereby grants to Lender a first priority se curity interest in the Products following delivery t hereof to Customer (“Collateral”). Such Interest shall remain in force until payment in full of the entire purch ase price for the Products and any other amounts due to the Company b y Customer.
2. If so requested by Company, the Customer shall deli ver to Company, in form and substance satisfactory to Company, and duly executed as required by Company, financing statements and other security interest per fection documentation in form and substance satisfactory to Company, duly filed under the UCC in all jurisdict ions as may be necessary, or in Company’s opinion, desirable, t o perfect Company’s security interest and lien in t he Collateral, in order to establish, perfect, preserve and protec t Company’s security interest as a legal, valid and enforceable security interest and lien, and all property or doc uments of title, in cases in which possession is re quired for the perfection of Company’s security interest.

Limitation of Liability:

1. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLU DING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF EARNINGS, PROFITS, REVENUE, GOO DWILL OR USE, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION B ASED UPON EQUITY, CONTRACT, TORT, STRICT LIABILITY, OR IMPOSED BY CASE LAW OR S TATUTE, OR OTHERWISE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAG ES.
2. NOTWITHSTANDING THE TERMS AND CONDITIONS SET FORTH IN SECTION 6.1., COMPANY’S LIABILITY – WHETHER BASED UPON CONTRACT, TORT, EQUITY, NEGLIGENCE OR ANY OTHER LEGAL CONCEPT – SHALL IN NO EVENT EXCEED THE VALUE OF CUSTOMER’S ORDER TO WHICH THE DAMAGES ARE PERTAINING TO, AS DESCRIBE D ON THE ORDER FORM, OR THE ORDER VALUE FOR ONE (1) CALENDAR YEAR, WHICHEVER AM OUNT IS LOWER. IT IS AGREED AND ACKNOWLEDGED THAT THE PROVISIONS OF THIS AGREEM ENT ALLOCATE THE RISKS BETWEEN COMPANY AND CUSTOMER IN AN EQUITABLE MANNER , THAT COMPANY’S PRICING REFLECTS THIS ALLOCATION OF RISK, AND BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.
3. IN JURISDICTIONS THAT LIMIT THE SCOPE OF OR PRECLUD E LIMITATIONS OR EXCLUSION OF REMEDIES OR DAMAGES, OR OF LIABILITY, SUCH AS LI ABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR DO NOT ALLOW IMPLIED WARRANTI ES TO BE EXCLUDED, THE LIMITATION OR EXCLUSION OF WARRANTIES, REMEDIES, DA MAGES OR LIABILITY SET FORTH ABOVE ARE INTENDED TO APPLY TO THE MAXIMUM EXTENT P ERMITTED BY APPLICABLE LAW. CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY BY ST ATE, COUNTRY OR OTHER JURISDICTION.

Force Majeure:

1. Company shall not be liable to Customer or any othe r person for any failure or delay in the performanc e of any obligation under this Agreement due to events beyond its reasonable control, including, but not li mited to, fire, storm, flood, earthquake, explosion, accident , acts of the public enemy, wars, riots and public disorder, sabotage, strikes, lockouts, labor disputes, labor s hortages, work slowdown, stoppages or delays, shorta ges or failures or delays of energy, materials, supplies or equipment, transportation embargoes or delays, acts of God, breakdown in machinery or equipment, and, except as otherwise set forth in this Agreement, acts or regul ations or priorities of the federal, state or local government s.
2. Customer shall not be liable to Company or any othe r person for any failure or delay in the performanc e of any obligation under this Agreement due to events beyond its reasonable control, including, but not li mited to, fire, storm, flood, earthquake, explosion, accident , acts of the public enemy, wars, riots and public disorder, sabotage, strikes, lockouts, labor disputes, labor s hortages, work slowdown, stoppages or delays, shorta ges or failures or delays of energy, materials, supplies or equipment, transportation embargoes or delays, acts of God, breakdown in machinery or equipment, and, except as otherwise set forth in this Agreement, acts or regul ations or priorities of the federal, state or local government s.
3. When the event operating to excuse performance by ei ther party shall cease, this Agreement shall continue in full force until all deliveries have be en completed.

Miscellaneous Terms:

1. Any controversy or claim arising out of or relating t o this Agreement, or the negotiation or breach there of, shall be exclusively settled by arbitration in acco rdance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The award shall be final and binding. Judgment upon the award rendered by the arbitrator or the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held in New York, New York, shall be conducted in the Englis h language, and shall be conducted (i) if the amount in dispute is less than 0,000, before a single arbit rator mutually agreeable to Company and Distributor, or if no agreement can be reached, then selected by the AAA, or (ii) of the amount in dispute is 0,000 or mor e, before three (3) arbitrators. The arbitrator(s) shall make detailed findings of fact and law in writing in sup port of his, her or their decision, and shall award reimbursement of attorney’s fees and other costs of arbitration to the prevailing party, in such manner as the arbitrator shall deem appropriate. In addition, the losing party shall re imburse the prevailing party for reasonable attorneys’ fees and disbursements, the costs of the arbitration (includ ing but not limited to the fees and expenses of the arbitrator and expert witnesses) and the costs incurred by the prevailing party in successfully seeking any preliminary equita ble relief or judicially enforcing any arbitration a ward.
2. This Agreement shall be governed by and construed in accordance with the law of the State of New York, without giving effect to principles of conflict of la ws.
3. If any provision contained in this Agreement is held to be invalid, illegal or unenforceable, such inval id, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remain der of this Agreement shall be enforced. In addition, the i nvalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provisio n valid, legal and enforceable. Notwithstanding the f oregoing, however, if the severed or modified provision conce rns all or a portion of the essential consideration to be delivered under this Agreement by one party to the o ther, the remaining provisions of this Agreement shal l also be modified to the extent necessary to equitably adjus t the parties’ respective rights and obligations here under.
4. In the event of a violation or threatened violation of Company’s proprietary rights, Company shall hav e the right, in addition to such other remedies as may be available pursuant to law or this Agreement, to temporary or permanent injunctive relief enjoining such act or threatened act. The parties acknowledge and agree th at legal remedies for such violations or threatened violatio ns are inadequate and that Company would suffer irr eparable harm.
5. The parties hereto are independent contractors and nothing in this Agreement will be construed as creating a joint venture, employment or agency relat ionship between the parties.

This Agreement, including any Schedules attached here to, contains the entire agreement of the parties wit h respect to the subject matter of this Agreement, and supersedes all prior agreements between them, wheth er oral or written, of any nature whatsoever with respect t o the subject matter hereof. This Agreement is bindi ng upon the parties hereto, their successors and permitted assigns.

Jun 2017

General Terms and Conditions of Sale and Delivery of HygroMatik GmbH for Humidification Systems and Facilities

1. Irrespective of whether your company (hereinafter “Client”) orders our equipment by telephone, in writing or via the Internet, we deliver and assemble our systems and facilities exclusively pursuant to the following terms and conditions. These apply, therefore, for the initial transaction and any subsequent transactions with Client. We do not accept any terms and conditions of Client that contradict or deviate from these unless we have consented to their applicability explicitly in writing. These terms and conditions shall apply even if we carry out the deliveries and services to Client without reservations, while having knowledge of contradicting or deviating terms and conditions of Client.
2. Any deviating agreements require written form and shall apply only to individual cases. This shall also apply to the agreement to deviate from the requirement for written form. Material statements and notices that are issued by the Parties, before or after conclusion of the contract (e.g. the setting of deadlines, warnings, declarations of rescission, warranties/guarantees) require written form to be valid.
3. Our offers, of whatever type or form, are merely requests to Client to make offers of its own. An offer to enter into a contract within the meaning of these terms and conditions is Client’s written (via letter, email, fax) order. The Client is bound to its order for four weeks. A contract is concluded through our acceptance of the order by means of a written confirmation.
   The specifications we give in our non-binding offer are based on the information from Client. The illustrations, drawings, weightand size information attached by us therefore become binding only upon conclusion of the contract and until then serve only as an aid to visualization; similarly, we retain the title and copyright thereto. The forwarding of these documents to third parties requires our written consent.
   In making our non-binding offer, we rely on the completeness of the information given by Client in the project description and the accuracy of the technical data provided by it. We can neither take into account circumstances of which we are not aware nor later changes to the use of the equipment by the Client.
4. The price for the goods cited by us is “ex works” pursuant to Incoterms in their currently valid version, plus statutory value-added tax and packing costs. In the event of shipment at Client’s request, the latter will bear the shipping costs. The price for assembly agreed upon is an estimated price based on the information provided by the Client.
   The invoicing for the delivery of our systems and facilities is done simultaneously with shipment. For the assembly of our equipment, the invoicing will be effected immediately after the installation is complete. The invoicing at the same time represents a declaration by us that we have fulfilled our obligations.
   Payment must be made without deductions via transfer to our bank account shown in the invoice, within 30 days from invoice date. We allow a 2% discount if the money is received within 10 days of the invoice date unless any previous invoices are outstanding. Service invoices are always due immediately without deductions.
   The Client has the right of set-off only if its counterclaims have been finally adjudicated, are uncontested, or have beenacknowledged by us. Client may exercise a right of retention only to that extent as well.
5. Delivery “ex works” is deemed as agreed pursuant to Incoterms in their currently valid version, unless otherwise agreed in the individual case, for example if we have been instructed with the assembly as well.
6. To the extent that we have not been instructed with the assembly as well, delivery time is to be understood as the time between the conclusion of the contract and readiness of the goods in our warehouse. Upon request by Client, and at its risk and expense, we will arrange for transport. At Client’s request, too, we will also arrange for transport insurance, which we take out on behalf of Client and at its expense.
7. Delivery time is determined by means of a written agreement with Client. Our compliance with it is conditional on that all commercial and technical issues with Client have been clarified, and the latter has fulfilled all the obligations incumbent on it. Should this not be the case, the delivery time is extended accordingly. This shall not apply if we are responsible for the delay.
   Compliance with the delivery time is subject to correct and timely deliveries from our own suppliers, to the extent that we have concluded a corresponding covering transaction with a supplier and are not responsible for the lack of or delay in that supplier’s delivery. We will inform Client immediately of the lack of or delay in delivery by a supplier. We will also inform Client immediately of the anticipated new delivery time. If delivery by our supplier can no longer be counted on (e.g. due to conduct in violation of a contract, insolvency or destruction of the supplier’s production site) or if the goods are not available even after expiration of the new delivery time, we shall be entitled to withdraw from the contract and will immediately refund any consideration paid by Client.
8. Client may invoke delays only to the extent it has completely fulfilled its own duties of payment or cooperation. Client is obligated to accept partial deliveries to the extent that these are reasonable for it.
9. To the extent that there is a defect in the delivery item, we may by way of subsequent performance at our discretion either repair the defect (subsequent improvement) or deliver a new, defect-free item (subsequent delivery).
   Should our test reveal that the defect claimed did not in fact exist, Client shall bear the costs of our testing.
   If the subsequent performance has failed, or a reasonable time period to be set by Client has expired unsuccessfully, or such period can be dispensed with according to statutory law, Client may rescind the contract or reduce the contractual price. For an insignificant defect, however, the remedy of rescission is not available.
   Particularly in the following cases, Client shall have no rights resulting from defects: wear not attributable to a defect (ordinary wear and tear), unsuitable or improper use, defective assembly or commissioning by Client or third parties, improper or negligent handling, improper maintenance, unsuitable operating material, defective construction works, improper foundation ground, chemical, electro-chemical or electrical effects – unless we are responsible for these. Nor are we liable for errors that result from observance of Client’s instructions, irrespective of whether these instructions have been made part of the contract or have been implemented at the request or direction of Client without explicit contractual foundation.
10. Client’s claims for damages and compensation of useless expenditures against us, our corporate bodies and our legal representatives and/or performing or vicarious agents (Erfüllungs- und Verrichtungsgehilfen) (all hereinafter jointly “HygroMatik”), regardless of the legal basis, particularly for violation of contractual obligations and/or tort, are generally excluded.
    This shall not apply to the extent that HygroMatik has acted with intent or gross negligence and/or in the event of violation of an obligation which goes to the root of the contract. An obligation goes to the root of the contract, if its performance is a condition for the proper performance of the contract and if the contractual partner as a rule trusts and may legitimately trust in its performance. In the event of unintentional and not grossly negligent violation of essential contractual obligations, the scope of the liability for compensation is limited to losses that are typical and foreseeable for such contracts.
    The preceding limitations on liability shall not apply to the extent that HygroMatik bears compulsory liability, in particular under the Product Liability Act (Produkthaftungsgesetz), or for losses from injury to life, body or health, for claims based on malicious conduct and when assuming a guaranty for the characteristics of the delivered item.
11. All claims by Client against us, regardless of their legal basis, shall be time-barred 12 months after delivery of the delivered item. To the extent that an acceptance must take place, the limitation of actions begins with the acceptance. This shall not affect special statutory provisions for in-rem claims to return by third parties (Sec. 438 Par. 1 No. 1 German Civil Code), in the event of fraudulent intend by the seller (Sec. 438 Par. 3 German Civil Code) and for claims that assert recourse against the supplier in the event of final delivery to a consumer (Sec. 478, 479 German Civil Code). The limitation of actions pursuant to Sentence 1 shall also not apply to damages claims by Client that are based on intent or gross negligence, as well as to damages in cases in which we bear compulsory liability (Subsec. 10, Sub-clause 3). In such cases, the statutory limitations of actions shall apply exclusively.
12. We retain title to the delivered item until final payment of all invoices from the business relationship with Client; in the event of delay in payment, Client must return the delivered item to our agent upon request, and we may enter the premises in question for this purpose; we will invoice Client for the additional expenses of disassembly and return.
    We do not consent to a transfer of title of our goods to third parties. Should seizures, confiscations or other dispositions be exercised by third parties, Client must inform us of this without undue delay and must provide all proof so that we can successfully assert our rights in an intervention proceeding; the costs of such intervention proceeding are to be borne by Client and, at our request, the latter must advance these to us.
13. Should one or several provisions of these terms and conditions or of a contract concluded based on these terms and conditions be or become wholly or partially invalid, unenforceable or unimplementable, the remaining provisions shall not be affected thereby. The Parties undertake that in place of the invalid, unenforceable or unimplementable provision, they will agree on a provision that most closely resembles what the Parties had intended based on the intent and purpose of the invalid, unenforceable or unimplementable provision. The same shall apply to any gaps in these terms and conditions or in the corresponding contract and in the event that the invalidity is based on the measure of performance or time; in such case, the measure allowed by law shall apply.
14. For our entire business relationship, solely the law of the Federal Republic of Germany shall apply, to the exclusion of private international law and the United Nations Convention on the International Sale of Goods (CISG). Place of performance for all claims and obligations is our headquarters in Henstedt-Ulzburg. Exclusive place of jurisdiction for all disputes arising from or in connection with delivery is Hamburg.

November 2011

Warrenties

These Representations and Warranties are applicable to all customers (the “Customers” and each, individually, a “Customer”) purchasing products (the “Products”) manufactured by HygroMatik GmbH, a German limited liability company(the “Company”).

1. Warranty and Limitations:

1. Company warrants solely to the original purchaser of the Products that for the Warranty Period (as defined below), the Products will be free from defects in materials and workmanship under normal use, and will conform to Company’s published specifications of the Products.Notwithstanding the foregoing, Company retains its right to deviate from its published specifications due to the latest innovations and improvements in function and design of the Products.
2. The foregoing warranty is subject to the proper storage, transportation and use of the Products, and does not include defects due to normal wear and tear (e.g. electrodes, rubber parts, cylinders) or deterioration.
3. Customer shall immediately, but in any event, no later than seven (7) days following delivery or installation of the Product, inspect the Products for conformity and visible defects. Customer shall give Company immediate written notice of any non-conformities or visible defects regarding the Products. In the event that Customer fails to provide the Company within seven (7) days following delivery or installation of the Products with notice of any non-conformities or visible defects, any warranty claims in this regard shall be deemed waived.
4. Customer shall immediately notify Company in writing of any other defects of the Products and return such defective Product. Company’s sole obligation under the foregoing warranty is, at Company’s option, to repair, replace or exchange the defective Product. Any replaced or exchanged Products shall be subject to the warranty set forth in 1.1., following their replacement or exchange. If Company has received notification from Customer, and no defects of the Product could be discovered, Customer shall bear the costs that Company incurred as a result of the notice. It shall be in Company’s sole discretion to determine if the Product has a defect.
5. With respect to orders made to custom, any defects of the Products caused by Customer’s specifications are excluded from the warranty set forth in 1.1.
6. Company also makes no warranty that the Products manufactured under an order made to custom do not infringe the intellectual property or other proprietary rights of any third party and Customer is solely responsible for assuring that such Products do not so infringe.
7. The “Warranty Period” begins on the date of installation of the Product, and continues to be in effect for one (1) year or eigteen (18) months from the date of shipment, whichever comes first.
8. Company does not authorize any person or party to assume or create for it any other obligation or liability in connection with the Products except as set forth herein.
9. All requests and notices under this Warranty shall be directed to: HygroMatik GmbH
   
   Fax: +49 4193 895 -33
   Email: hotline@hygromatik.de
   Web: www.hygromatik.com
10. THE WARRANTY SET FORTH IN SECTION 1.1 IS MADE IN LIEU OF ALL OTHER CONDITIONS, AND CUSTOMER ACKNOWLEDGES THAT EXCEPT FOR SUCH LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED MITATION, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING OR TRADE USAGE.

June 2017