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Section I - PAYMENTS
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<br />]1 Payment shall be made in funds current at par as spec. ified in the
<br />proposal without cost to Contractor for collection.
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<br />12 Upon default of Purchaser in making any payment when duo or in
<br />carrying out any of the conditions of the contract, the entire purchase
<br />price shall, at the option of the Contractor upon giving written notice to
<br />Purchaser, become due and payable.
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<br />13 No change in the work or extra work agreed to by Purchaser and
<br />Contractor shall relieve any guarantor or surety of any of its obligations.
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<br />M In the event any deja,/extends beyond ninety (90) days, then the full
<br />value of the work completed at the time of commencement of the delay,
<br />including funds, previously withheld, shall thereupon become due and
<br />payable.
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<br />Section J - TAXES
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<br />Jl Unless otherwise stated in the proposal, sales taxes, use taxes,
<br />gross receipLs taxes, value added taxes and other similar taxes
<br />imposed on Contractm' or Purchaser with respect to the structure
<br />furnished under these contractual condEions or the material therefor wilt
<br />be for the account of Purchaser and will be invoiced as additions to the
<br />price quoted for that S~l~cture.
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<br />Section K - INDEMNITY
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<br />K'I If the contact includes construction work by Contractor, then
<br />Contractor agrees to indemnify Purchaser against all claims and
<br />demands for injuries to persons, including deaths resulting therefrom,
<br />and damage to propeAy occurring dudng the course of the construction
<br />of each Structure which Contractor furnished under these General
<br />Contractual Conditions to the extent negligence or other breach of legal
<br />duty on the part of Cord~'actor is the cause of such injuries, deaths or
<br />damage provided that: a) the maximum liability of Contractor under the
<br />foregoing indemnity s,Satl not exceed two million U.S. dollars (U.S.
<br />$2,000,000) in the aggregate unless otherwise stated in the proposal;
<br />and b) the foregoing indemnity shall not diminish any protection offered
<br />Contractor pursuant to any insurance carried by Purchaser which
<br />provides coverage for Contractor.
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<br />K2 Contractor agrees to indemnify and defend Purchaser against
<br />liability or expense whicfl Purchaser may incur on account of actual or
<br />alleged infringement of any apparatus claim of any patent by any
<br />structure furnished by Contractor under these contractual conditions h~
<br />such infringement is aff.,-ibutable to design furnished by Contractor,
<br />provided that:
<br />
<br /> a) The maximum liab~T~ of Contractor shall not exceed the contract
<br />price for such structure minus a reasonable depreciation for the pealed
<br />of use of the structure;
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<br /> b) Contractor may satisfy its entire obligation under this subsection
<br />by altering such structure so as to eliminate infringement or by
<br />replacing that structure with a non-fringing structure;
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<br /> c) Purchaser gives prompt notice to Contractor of any charge or suite
<br />alleging infringement by such structure, permits attorneys selected and
<br />paid by Contractor to defend any such suit on behalf of Purchaser and
<br />cooperates wr~h Conti'actor in the tdal of such suit and in preparing
<br />therefor.
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<br />Section L - GUARANTY
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<br />Lt Contractor guarantees the work to be done pursuant to these
<br />contractual conditions for one year from the date of completion in the
<br />case of a structure constructed or from the date of delivery in the casa
<br />of a shop built structure, to the extent that Contractor will repair any
<br />defects in that work caused by faulty design, workmanship or matedal
<br />furnished by Contractor of which Contractor is notified during such
<br />guaranty pealed, subject to the following conditions:
<br />
<br /> a)This guaranty does not cover attack on the materials of
<br />construction, paint, coatings, linings o'r insulation because of damaging
<br />service conditions encountered, including but not limited to electrolytic,
<br />chemical or abrasive action;
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<br /> b) This guaranty covers paint, coatings, linings, or insulation only If
<br />the same have been specified or approved in writing by Contractor and
<br />then only to the extent of liability to Contractor of the manufacturer or
<br />installer thereof, or both, but any guaranty obtained by Contractor from
<br />any such manufacturer or installer shall be deemed to have been
<br />obtained for the benefit of Purchaser,
<br />
<br /> c) This guaranty covers equipment, accessories and parts not
<br />manufactured by Contractor only to the extent of liability to Contractor
<br />on the part of the manufacturer thereof, but any guaranty obtained by
<br />Contractor from any such manufacturer shall be deemed to have been
<br />obtained for the benefit of Purchaser,
<br />
<br /> d) The work shall be deemed complete and accepted by Purchaser
<br />unless Purchaser noth~es Contractor in wrffing of any deficiencies
<br />therein within two weeks after completion and testing (if testing is a part
<br />of the contract) or of delivery, as the case may be; or if testing ts
<br />delayed for any reason attributable to Purchaser, the work shall be
<br />deemed complete and accepted by Purchaser within two weeks after
<br />c,.o,, repletion and readiness for testing;
<br />.,.
<br /> e) Work on or use of any structure by Purchaser or others shall be
<br />permitted prior to acceptance only pursuant to the prior wdtten consent
<br />of Contractor and, in such event, the guaranty pedod shall commence
<br />upon the date of such work or use; provided, however, all rights of
<br />Purchaser under Sectio~ K and this Section L shall be forfeited ~f such
<br />consent has not been obtained;
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<br /> f) The fulfillment of the guaranty set forth in this Section L and of the
<br />ind.emnit7 set fort in Section K shall be the only obligations of
<br />Contractor with respect to any structure or repairs after acceptance
<br />thereof;,
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<br /> g)The foregoing guaranty and the remedy contained therein are
<br />exclusive and in lieu of all other guaranties, remedies and warranties
<br />whether statutory, express or imptied; ANY WARRANTIES OF
<br />FITNESS FOR A PARTICULAR PURPOSE OR OF
<br />MERCHANTABILTY ARE EXPRESSLY EXCLUDED. Contractor shall
<br />not be liable for toss of use of Purchaser's property, loss of profits or
<br />revenues or any specJal, indirect, incidental or consequential loss or
<br />damage whatsceve~ and
<br />
<br /> h) If after the structure has been placed in service but within the
<br />guaranty peded any repairs are required pursuant to this guaranty, the
<br />structure shall be disconnected fi.om all piping and be cleaned, freed of
<br />liqdids, solids, explosives and combustible, toxic and asphyxiant gases
<br />and otherwise made safe by Purchaser for performance of the repair
<br />work at no cost to Contractor.
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<br />NAC 115 (Page 3 of 4) Rev Sep 99
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