1. Delivery of Goods

a. The Goods will be delivered FOB the Seller’s facility in Englewood, Colorado. At the Purchaser’s request, Yofumo will contract with a shipper (the “Shipper”) on the Purchaser’s behalf. The Seller will add this charge to the cost of the Goods. Delivery shall be deemed completed upon delivery of the Goods to Shipper and Purchaser will bear risk of loss upon delivery of the Goods to the Shipper.

2. Warranties

a. Seller provides a six (6) month or 1300 operating hour (whichever comes first) warranty that covers the repair or replacement of defective parts, if any. Seller also guarantees the performance of the unit to be as advertised, given proper usage of the equipment in accordance with all instructions, specifications, and recommendations of Seller. Should the unit not perform in accordance with its specifications, Seller will, if requested by Purchaser within 60 days from the date of delivery of the unit pursuant to Section 4 above, refund the cost of the unit less transportation costs and a restocking fee. Purchaser understands and agrees that: (i) the warranties set forth in this Section 5 are the sole and exclusive warranties granted to Purchaser in respect of the Goods; and (ii) the remedies set forth herein are the sole and exclusive remedies available to Purchaser in respect of the Goods.

3. Cancellation

a. The Seller reserves the right to cancel this Agreement:

4. General Provisions

a. Seller shall not be liable to Purchaser for any consequential, incidental, or punitive damages arising out of relating to Purchaser’s use of the Goods, including but not limited to lost production, lost profits, business interruption, or similar damages, whether under contract, tort, or any provision of applicable law.
b. Purchaser shall defend and indemnify Seller in respect of any claim or demand against Seller arising out of or relating to Purchaser’s use of the Goods.
c. Purchaser represents and warrants that it is purchasing the Goods on its own behalf and shall not resell the Goods, or any component thereof, without the express written permission of Seller. Purchaser understands and agrees that the Goods incorporate valuable intellectual property of Seller and Purchaser shall not copy, attempt to copy, cause to be copied, or allow any person to copy, any design, method, process, configuration, software, or other intellectual property incorporated into, used, or applied in relation with the Goods.
d. Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
e. All and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
f. The Purchaser may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.
g. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.
h. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado.
i. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
j. This Agreement will inure to the benefit of and be binding upon the Seller and the Purchaser and their respective successors and assigns.
k. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
l. Time is of the essence in this Agreement.
m. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Purchaser acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.