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EXHIBIT 10.6
Form Of Extended Parts Warranty Agreement Terms And
Conditions Between The Registrant And Its Customers
THERMWOOD CORPORATION
TERMS AND CONDITIONS OF SALES
The following terms and conditions shall apply to the offer for sale set forth
on the attached Quotation.
1. Payment. The Purchaser shall pay the Purchase Price for the Products
set forth in the Quotation. Purchasers with approved credit shall pay according
to the following schedule. Machinery and other equipment:
30% with Purchase Order
40% due one week prior to ship
30% within thirty (30) days of date of invoice
Software products and services:
100% with Purchase Order
Payment for customized equipment and for Purchasers whose credit has not
been approved shall be as set forth in the attached Quotation.
The Purchase Price shown on the Quotation does not include applicable
taxes or other levies resulting from this transaction. All taxes and other
levies resulting from this transaction (except for taxes on income to
Thermwood), including but not limited to advalorem, property, sale, use or other
taxes which may be payable or collectable now or in the future by Thermwood as a
result of the sale, delivery, installation, use or maintenance of the Products
shall be invoiced to and paid by the Purchaser upon presentation of
documentation by Thermwood.
2. Delivery. All Products are sold F.O.B. Thermwood's plant facilities,
Dale, Indiana U.S.A. Purchaser shall be responsible for and shall pay the cost
of rigging and delivery and insurance of the Products from the F.O.B. point of
the installation or user site. If requested, Thermwood will arrange for delivery
of the products to the installation or use side and the Purchase shall be
invoiced for the cost thereof. Delivery dates are estimates only and Thermwood
shall not be responsible for delays for delivering the Product. In the event the
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delivery date of the Products is delayed by the Purchaser, the Purchaser shall
pay Thermwood reasonable storage charges plus interest at the highest level rate
on the unpaid balance of the purchase price of the Products for each day of
delay.
3. Title. Title to Products shall pass to Purchaser upon
delivery thereof F.O.B., Thermwood's plant facility, Dale, Indiana, U.S.A.
Thermwood, however, shall retain a security interest in the Products until
complete payment is made by the purchaser. Non-payment of the full purchase
price or any other costs provided for hereunder when due shall entitle Thermwood
to enter upon the premises of the Purchaser and take possession of the Products
without further notice to the Purchaser and without prejudice to Thermwood's
rights hereunder, Purchaser hereby consents to such repossession and shall
indemnify Thermwood and hold Thermwood harmless from any and all loss, damages,
costs and expenses whatsoever. Thermwood furthermore may pursue any alternative
or additional and cumulative remedies provided by law.
4. Installation and Start-up. The purchaser shall be responsible for the
preparation of the installation site for the Products, the unloading and
locating of the Products and the installation and availability of all required
utilities. Upon purchase of the installation assistance option, Thermwood will
provide authorized Personnel to supervise and/or conduct the utility connection
and start-up of the products. With this option a Thermwood representative will
be available for maximum of three (3) days to provide such service. Additional
start-up service is available at Thermwood's quoted or published rates.
5. Personnel Training. Purchaser shall be allowed to designate two persons
to attend a regularly scheduled training class covering the Products. Such
training class is conducted at the Thermwood Training Center located at
Thermwood's plant facility in Dale, Indiana, U.S.A. The Purchase shall be
responsible for the travel and accommodation expenses of such persons.
6. Software License. Thermwood grants to the Purchaser the right to use any
Thermwood software program (Program) provided separately or as part of a machine
product on a single machine, the right to make a single copy of the Program for
back-up purposes is support of the Purchaser's use of the Program on a single
machine. The Purchaser shall not use, copy, modify or transfer the Program or
any copy thereof, in whole or in part, except as expressly provided herein, and
shall reproduce and
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include the copyright notice as set forth on the Program package on the single
cop of the Program. This License also shall be terminated automatically upon a
breach of any of the terms and conditions hereof. Upon termination of this
License because of a breach hereof, Purchaser shall destroy the Program together
with any copies thereof in any form. The License is personal to Purchaser and
shall not be sub licensed, assigned or transferred.
7. Product Alteration. In the event Purchaser shall alter or
modify the Products without the approval and authorization of Thermwood first
obtained in writing, the warranty provided for in Paragraph 8 hereof shall be
null and void and of no effect. Furthermore, Purchaser shall indemnify Thermwood
and shall hold Thermwood harmless from any and all loss, damage, costs and
expenses whatsoever, including attorney's fees, arising from or in any manner
connected with any injury to person or damage to property resulting from any
such unauthorized alteration or modification of the products, or from the
negligence or willful misconduct of the Purchaser, its employees or its
representatives in the possession, operation or other use, including but not
limited to the demonstration or display, of the Products.
8. Limited Liability. Thermwood warrants that every Product
shall be free from defects in material and workmanship for the time period
specified in the Quotation, commencing on the date of delivery of the Product.
During the warranty period, Thermwood shall furnish Purchaser with a repair or
replacement part for any part proving to be defective in material or
workmanship, at no charge, for installation by the purchaser. For replacement of
part, other than a simple plug-in replacement, the customer may request that a
Thermwood technician perform the work. During the warranty period there will be
no charge for the technical labor; however, the customer is required to pay
actual travel expenses. Throughout the warranty period the purchaser is
responsible for returning the defective part, prepaid, to Thermwood. Thermwood
shall not be responsible for any work performed, materials furnished or repairs
made by others unless agreed upon by Thermwood in writing. Thermwood reserves
the right to supervise or perform any repair or replacement work required to
assure the proper operation of the Product under this limited warranty.
The limited warranty shall not apply to and therefore excludes (a) parts
or materials which are normally changed or replaced during the normal operation
of the Product, (b) parts
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damaged by misuse, neglect or improper installation or operation and (c) service
labor and expenses when no defect in material or workmanship is found.
This limited warranty shall be null and void and of no effect if (a) after
the Product has been delivered, installation and start-up is conducted in the
absence of authorized Thermwood personnel, (b) routine maintenance of the
Product as described in the Owner's Manual is not performed or (c) normal
reasonable care is not taken in the operation of the Product. Thermwood is not
exempt from its own negligence.
There are no warranties which extend beyond the limited warranty as
expressed herein. In no event shall Thermwood be liable to the purchaser or any
other party for any damages including lost profits, lost savings or other
incidental or consequential damages arising out of the use of or the inability
to use the product even if Thermwood or any of its authorized dealers or
distributors has been advised of the possibility of such damages or any claim of
any other party.
ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE ARE EXCLUDED.
