Loper Machine LLC, Terms and Conditions for Proposal of Services Acceptance of Proposal. This Proposal shall not be deemed a contract until it is signed by a duly authorized representative of LM. Prices. The pricing information reflected on this Proposal for Services and materials, unless otherwise provided in this Proposal; do not include any applicable sales, excise or similar taxes or tariffs or any costs for special insurance or bonding coverage which if required will be added to this Proposal. The prices quoted are established assuming that there are no material shortages or unforeseen delays in sourcing material. Payment. LM may invoice Customer as provided in the Proposal. Customer agrees to pay, in U.S. currency, the net amount set forth on the invoice upon receipt of the invoice. On accounts more than thirty (30) days past due, Customer agrees to pay a finance charge on any unpaid balance at a rate equal to the lesser of one and one­half percent (12%) per month or the maximum lawful rate. If Customer wrongfully rejects or revokes acceptance of any product, or fails to make any payment when due, or repudiates this Proposal once accepted, Customer shall pay LM all costs of collection including, but not limited to, attorney's fees, court costs and expert witness fees. If Customer fails to pay any amount when due, LM will have the right to stop all work and condition all future performance on payment of amounts due and, at LM’s discretion, the full balance due under this Agreement. Change Orders. Customer may from time to time request changes to this Proposal; however, LM shall not be required to accept changes requested after the Proposal has been accepted. If accepted, LM shall determine whether such change causes an increase in cost or time of performance of the Proposal and shall notify Customer of the effect of such changes to the price and delivery terms. If LM rejects any requested change or if Customer notifies LM those changes are not acceptable, Customer shall nevertheless remain responsible for all sums attributable to the original Proposal. Limited Warranty. All materials provided by LM under this Agreement are subject to third party quality and performance standards and are provided without warranty of any kind from LM. This disclaimer includes but is not limited to any implied warranties of merchantability, accuracy and fitness for a particular purpose. All warranties shall be provided at the discretion of the creator or manufacture of the products or materials. Labor Guarantee. Parts provided by LM are guaranteed for a period of ninety (90) days from the date that the parts are shipped to the Customer. This guarantee is limited to the Services requested on the initial work order and the parts and labor used in manufacturing as listed on the final invoice. If the same failure reappears within the guarantee period, LM’s sole responsibility shall be to complete the repair of the original defect; if additional parts are required, Customer will be charged and agrees to pay for those additional parts and only the labor will be provided at no additional charge under the guarantee. Customer has no other rights as part of this limited guarantee. Regardless of the cause of any other failure occurring within the guarantee period. Indemnification. LM shall exercise its resources, diligence and judgment in the provision of all Services and materials for Customer. Customer shall provide cooperation and such assistance as may be required by LM to perform the Services contemplated hereunder. To the extent necessary, Customer shall provide LM with access to such personnel, engineers, or other information LM reasonably requests and which are necessary for the performance of the Services. Customer acknowledges that it shall hold LM harmless from any and all liability, losses, damage, cost or expense arising from, in connection with or relating to the Services to be. In no event shall LM be liable for any indirect, special, consequential, incidental, exemplary or punitive damages to Customer or otherwise in excess of fees paid for Services performed. The covenant of indemnity shall continue in full force and effect notwithstanding the full payment of all amounts due hereunder, or the termination of this Agreement in any manner whatsoever. Force Majeure. LM shall not be liable for any failure to perform if such failure results directly or indirectly from its inability to obtain materials, parts or supplies at reasonable prices or through usual resources or on a timely basis, interruption of transportation, government regulation, labor disputes, strikes, riots, insurrection, war, civil commotion, fire, weather, flood, accident, storm, act of God or other cause beyond LM's reasonable control makes it impractical for LM to perform. Termination. Customer may terminate this Agreement at any time upon thirty (30) days written notice to LM. Upon such termination, Customer shall pay all fees and expenses incurred by LM through the date of termination. LM reserves the right to terminate Services or any assignments in process in the event any invoice remains outstanding and unpaid for thirty (30) days or more. All fees are deemed earned without diminution of any kind upon the performance of Services. Liability to Third Parties. The Services to be performed hereunder are rendered solely for the benefit of the Customer. In no event shall the Services performed be relied upon by any third party beyond the scope of Service performed to meet the specific needs of Customer. Special Notices. None Miscellaneous. This Proposal shall be deemed to have been executed in the State of Maryland, and shall be governed by, and enforced in accordance with the laws of the State of Maryland. All suits and other actions relating to or arising out of this agreement shall be submitted to the jurisdiction of the courts of the State of Maryland, and venue for any such suits, proceedings and other actions shall be in Harford County, Maryland. The prevailing party in any litigation, arbitration or mediation relating to this agreement shall be entitled to recover the costs and expenses related to such litigation including its reasonable attorneys’ fees from the other party for all matters, including but not limited to appeals. Customer further waives its right to request a jury trial in connection with any litigation between the parties. This Agreement is intended to be the complete agreement between the parties concerning the Services to be performed, and may only be modified in a writing signed by both parties. In the event that any provision of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Any notices required hereunder will be in writing and delivered personally, by prepaid U.S. certified mail (return receipt requested), or by prepaid express courier. The undersigned representative of Customer further represents and warrants that he or she is authorized to enter this Agreement on behalf of Customer, and that this agreement constitutes a valid and binding obligation of Customer