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NORTH AMERIGI
<br /> PO No/So PO/Date:4544461743/08/08/2013 Page 4/4
<br /> acceptance testing at Buyer's facility("Final Acceptance Testing"). Buyer shall not be deemed to have accepted the Equipment,and the final payment shall not
<br /> be due and owing to Seller,unless and until the Equipment successfully completes Final Acceptance Testing.Final Acceptance Testing will begin after delivery
<br /> of the Equipment to Buyer's facility,on a date determined by Buyer,provided however that if Buyer,unrelated to any delays caused by Seller,fails to
<br /> commence or delays the commencement of Final Acceptance Testing for a period in excess of ninety(90)days after delivery of the Fquipment to Buyer's
<br /> faciliry,Buyer will release to Seller fifty percent(50%)of the milestone payment otherwise due to Seller upon successful completion of Final Acceptance
<br /> Testing. If,as a result of any Equipment non-conformiry or defect,Final Acceptance Testing is unable to be commenced by the date scheduled therefore,Seller
<br /> shall,at no expense to Buyer,make all corrections or modifications to the Equipment necessary to allow the prceess of Final Acceptance Testing to commence.
<br /> If,once Final Acceptance Testing is commenced,the Equipment fails to successfully pass Final Acceptance Testing,Seller shall,at no expense to Buyer,make
<br /> all necessary and appropriate corrections,adjustments or modifications to the Equipment in order to bring it into compliance so that the Equipment is able to
<br /> successfully pass Final Acceptance Testing. If,as a result of any uncorrected Equipment non-conformity or defect,Final Acceptance Testing cannot begin
<br /> within thirty(30)days of t6e date scheduled therefore,or,once begun,cannot successfully pass Final Acceptance Testing within thirty(30)days after the date
<br /> Final Acceptance Testing begins, Buyer,in addition to any other remedies available to it,shall have the right to(i)itself attempt tu remedy such
<br /> non-conformiry(ies),or engage a third party to remedy such non-conformiry,in which event Seller shall promptly reimburse Buyer for all costs incurred by
<br /> Buyer in attempting to correct such defect(ii)keep the Equipment and receive from Seller an equitable adjustment to the purchase price,as reasonably
<br /> determined by Buyer;or(iii)terminate the Ageement,return the Equipment to Seller,at Seller's expense,and receive a refund of all sums paid by it to Seller
<br /> under the Agreement.
<br /> 17 Notwithstanding anything contained herein to the contrary, risk of loss or damage to the Fquipment shall remain with Seller and shall not transfer to Buyer
<br /> until delivery of the Equipment to the delivery location specified by Buyer
<br /> 18.Seller shall,upon request by Buyer,furnish to Buyer copies of the latest available audited financial statements for Sellec If audited financial statements are
<br /> not available,Seller shall fumish to Buyer its tax returns for the prior two(2)years. Unless available to the public,Buyer shall not disclose to any third party
<br /> such financial statements or tax returns unless their disclosure is required by law
<br /> 19 The terms of the Agreement shall be govemed by and interpreted in accordance with the laws of the State of Delaware.
<br /> 20 In the event of any litigation regarding the rights and obligations under the Agreement,the prevailing party shall be entifled to reasonable attorneys' fees and
<br /> couR cOSts.
<br /> 21 Any term or provision of the Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceabiliry of
<br /> the remaining terms and provisions hereof or the validiry or enforceability ofthe offending term or provision in any other situation or in any other jurisdiction.
<br /> 22.Any failure by either party to enforce a provision of the Agreement does not waive that party's rights to enforce that provision on another occasion,unless
<br /> the waiving party waives its rights for another occasion in a writing signed by the waiving party
<br /> 23 Seller shall comply with all applicable export control,import,customs and economic sanctions laws and regulations of the United States and other
<br /> govemments(collectively,"Trade Control Laws")in the performance of the Agreement and in the import,export,re-export,shipment,transfer and use of the
<br /> Equipment(or any components thereo�.Trade Control Laws include,but are not limited to,the U.S.Export Administration Regulations,The Customs
<br /> Modemization Act of 1993,Foreign Trade Regulations and the economic sanctions rules and regulations implemented under statutory authority and/or
<br /> President's Executive Orders and administered by the U.S.Treasury Deparhnent's Office ofForeign Assets Control and any export or import requirements
<br /> imposed by the U.S.Food and Drug Administratioa Seller specifically agrees that it will not export,re-expoR,import or otherwise transfer,directly or
<br /> indirectly through any third parties or otherwise,the Equipment(or any components thereo�or any related technical data to or from,or originating in,or for use
<br /> within,Cuba,Iran,Myanmaz(Burma),North Korea,Sudan or Syria or any other country that is designated as a sanctioned country by the U.S.Government or
<br /> to,from or for use by any party included on,or owned or controlled by and party included on,any of the restricted party lists maintained by the U.S.
<br /> Government,including,but not limited to,the Specially Designated Nationals List administered by the U.S.Treasury Department's Office of Foreign Assets
<br /> Control and the Denied Persons List,Unverified List or Entity List maintained by the U.S.Commerce Department's Bureau of Industry and Security
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