a. If the Goods are sold "new", then Seller warrants that the Goods, when shipped, are free from defects in materials and in workmanship. Except as stated below, the Seller, at its sole option, shall replace and/or repair any defect for a period of twelve (12) months after shipment.
b. If the Goods are "used", then all sales are in "as is" condition with no warranty, unless specifically granted in writing by Seller. No other warranties expressed or implied are valid. If the Goods are "used", then Seller, at its sole option, shall replace and/or repair any defective parts or components with rebuilt or used parts not to exceed cost of original price of parts. Labor shall be at Buyer's expense. The Seller shall have no obligation or liability under this Warranty unless it shall have received written notice specifying any such defect within the Warranty Period.
c. Notwithstanding anything in paragraph 3A and 3B to the contrary, the Warranty does not cover, and the Seller makes no warranty as to, cutters, scraper blades, conveyor belts, V-belts and light bulbs. The Warranty is not transferable or assignable by Buyer and shall become null and void upon the transfer of the Goods to a different location or to a different party.
d. Since, after shipment, the Goods are under the sole control of the Buyer, the Warranty is subject to, and shall be applicable only if, all of the following conditions are met:

i. the Seller's instructions as to storage, handling, erection, installation, operation and maintenance have been followed;
ii. The Goods have been used under normal operating conditions.
iii. The Goods have not been affected by misuse, neglect or accident;
iv. The Buyer has not itself or through a third party performed or attempted to perform corrective work without the Seller's prior written consent;
v. the Seller shall have received written notice of any defect no later than ten (10) days after the Buyer first has knowledge thereof;
vi. The Seller is given a reasonable opportunity to inspect and concur with respect to such defects; and
vii. The Seller has received payment of the Purchase Price or any installment(s) due thereon in full.

e. The Warranty provided hereby shall terminate and be of no further force and effect if the Buyer fails to notify Seller at 713-748-5441 prior to initiating any Warranty repair work of any nature whatsoever.

THIS WARRANTY IS IN SUBSTITUTION FOR AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REMEDIAL ACTION, IN THE MANNER AND WITHIN THE PERIOD OF TIME SPECIFIED ABOVE, SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES FROM THE SELLER TO THE BUYER AND SHALL CONSTITUTE THE BUYER'S SOLE AND EXCLUSIVE REMEDY HEREUNDER. THE SELLER'S OBLIGATIONS AND LIABILITIES UNDER THIS AGREEMENT FOR ALLEGED BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, SHALL NOT EXTEND TO INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES THE BUYER MAY SUFFER OR INCUR IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, COST OF CAPITAL, DAMAGES OR LOSSES AS A RESULT OF THE BUYER'S INABILITY TO OPERATE OR THE SHUTTING DOWN OF ITS PLACE OF OPERATION, LOSS OF USE OF THE GOODS OR ASSOCIATED GOODS OR COSTS OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, INABILITY TO FULFILL CONTRACTS WITH THIRD PARTIES, CLAIMS OF CUSTOMERS AND THE LIKE EVEN IF THE SELLER HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY CONTAINED HEREIN SHALL FAIL OF ITS ESSENTIAL PURPOSE.

ALL EQUIPMENT MANUFACTURED BY OTHERS AND SOLD UNDER THE BAKER'S BEST NAME, BUT INCLUDED AS PART OF THIS AGREEMENT, WILL BE COVERED SOLELY BY THE WARRANTY ISSUED BY THE MANUFACTURER THEREOF, IF ANY, AND THE SELLER MAKES NO WARRANTIES WITH RESPECT THERETO, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4. DELIVERY. Delivery dates indicated by Seller are approximate. Seller will make reasonable efforts to deliver, FOB the place indicated on the sales order at Buyer's sole expense, on or about the specified delivery date. Each order shall be subject to, and the Seller shall be excused from, any prohibition, failure, interruption or delay in manufacture or delivery which may be occasioned by sabotage, fire, flood, explosion, labor dispute, strike, work stoppage, war, act of or priorities granted by request of or for the benefit, directly or indirectly, of any governmental body, authority or agency, act of GOD, or other cause beyond the Seller's control. In the event of any such prohibition, failure, interruption or delay, the Seller may, at its option, extend the delivery time or cancel the order, in whole or in part. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS RESULTING FROM FAILURE OR DELAY IN DELIVERY EVEN IF THE SELLER HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. Buyer is responsible for any and all return freight, redelivery or storage costs. Any costs due to Buyer refusal to accept machines belong solely to Buyer, such costs may be deducted from Buyers deposit/payments at Sellers discretion.
5. TAXES. The Purchase Price is exclusive of all city, state, and federal taxes, including, without limitation, taxes on manufacture, sales, receipts, the Buyer's gross income, occupation, use and other similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer.
6. INSTALLATION AND DEMONSTRATION.

a. Unless this agreement sets forth that the Purchase Price includes installation charges, then installation charges, if any, will be separate from and in addition to the Purchase Price and will be billed at Seller's then current rates therefore, which Buyer agrees to pay promptly upon receipt of invoice.
b. If not specified in this Agreement, Seller shall have no obligation or responsibility whatsoever hereunder with respect to installation, startup or training with respect to the Goods.
c. If this Agreement specifies that Seller shall supervise the installation of the Goods, then Seller's sole obligation shall be to furnish a representative to provide supervisory assistance to the Buyer with respect to the installation for a period specified in this Agreement (the Supervisory Period), and Buyer shall supply all labor and materials at its own expense.
d. Seller shall, during the Supervisory Period, if any, instruct Buyer's personnel in the proper operation and maintenance of the Goods; provided, however, that Buyer shall furnish for training qualified operating and maintenance personnel when requested by Seller.

7. BUYER'S DEFAULT. In the event that there shall be a default under this Agreement by the Buyer, then the Buyer, in addition to any damages for which it may be liable, shall be liable for payment of Seller's reasonable attorney's fees and costs incurred in enforcing Seller's rights under this agreement. The Seller shall also have the right, in addition to all other rights it may possess, at any time, for credit reasons or because the Buyer's default, to withhold shipments in whole or in part, and to recall Goods in transit, retake same and repossess all Goods which may be stored with the Seller for the Buyer's account, without the necessity of taking any other proceedings, and the Buyer consents that all the Goods so recalled, retaken or repossessed, shall become the absolute property of the Seller, provided that the Buyer is given full credit therefore.
8. STARTUP DELAY BY BUYER. Buyer agrees to reimburse Seller for any loss incurred by delays in installing or commencing the use of the Goods or completing the work that is not chargeable to Seller; and to reimburse Seller of all expenses incurred by Seller for required overtime work due to Buyer's delay.
9. SECURITY INTEREST AND TITLE. If this Agreement provides that any part of the Purchase Price may be paid at any future time or is to be paid in installments, Seller shall retain and Buyer hereby grants a security interest in the property sold to secure payment of the unpaid Purchase Price and Buyer agrees to forthwith execute and deliver to Seller forms of security agreements, financing statements, promissory notes, and/or any other documents and instruments which Seller shall prepare and submit and which shall contain such terms, conditions and finance charges as Seller in its sole discretion shall determine. Upon the failure of Buyer to execute the same upon presentation, the transaction set forth in this Agreement shall be deemed a cash sale and payment in full shall be due and payable immediately prior to delivery. Buyer hereby authorizes Seller to file financing statements at any time with or without the signature of Buyer. Upon any default hereunder Seller shall have the right and remedies of a secured party under the Uniform Commercial Code as enacted in any applicable jurisdiction. Title to the Goods purchased hereunder shall remain in the Seller, and shall not pass to the Buyer until the Purchase Price, together with all taxes and other charges due thereon, has been fully paid to the Seller.
10. LATE PAYMENT CHARGE. All unpaid balances, which are 30 days or more past due shall be subject to a late charge of 1 ½% per month (18% per annum), but in no event shall such late charge exceed the maximum rate permitted by law.
11. INSURANCE. Until the Purchase Price is paid in full, Buyer shall keep all Goods insured against loss and damage in an amount not less than the Purchase Price thereof. Buyer shall furnish satisfactory proof of such insurance coverage to Seller. Each insurance policy maintained pursuant to this section shall contain a provision that it shall not be canceled or in any way limited in coverage or reduced in amount unless Seller is notified in writing fifteen (15) days prior to such cancellation, limitation or reduction. At least fifteen (15) days prior to the expiration of any policy, the Buyer shall furnish evidence satisfactory to the Seller that such policy has been renewed or replaced or is no longer required by this Agreement. Any insurance required herein shall be so written or endorsed as to contain the standard secured party endorsement and to make losses payable to the Seller as an additional insured and/or loss payee as the case may be.
12. CANCELLATION AND/OR DELAY IN ACCEPTANCE. This Agreement shall not be subject to cancellation in whole or in part by the Buyer except upon written notice thereof sent to Seller by certified or registered mail, return receipt requested, and upon the following terms and conditions:

a. It is understood, stipulated and agreed that the Seller shall, upon Buyer's acceptance of this Agreement, incur certain expenses relating to production scheduling, design and other premanufacturing activities and that the damages suffered by the Seller in the event of a premanufacturing cancellation by the Buyer are not susceptible to precise calculation. Thus, the Buyer and Seller agree that the Buyer shall pay to the Seller forty (40%) of the Purchase Price in the event that the Buyer cancels the order for the Goods before the commencement of production thereof, and that such payment is not a penalty but is in the nature of liquidated damages to the Seller.
b. If a notice of cancellation is received after Seller commences manufacture, purchasing of component parts, delivery or installation, Buyer shall pay to Seller the actual cost of labor and materials plus overhead and lost profit. If Buyer delays acceptance of delivery, the Goods will be stored by Seller at Buyer's risk and expense. The Seller shall not retain the Goods on its premises.
c. Once Seller has purchased Goods from vendor(s) order shall not be canceled in full or in part by Buyer and payment in full shall be due immediately.

13. SEVERABILITY. In the event that part of this Agreement shall be declared void or unenforceable the balance of the Agreement shall remain unaffected thereby and shall remain enforceable according to its terms.
14. RETURNED GOODS. No Goods may be returned unless authorized in writing by Seller. If return of Goods is so authorized, Buyer shall be required to pay a handling charge of fifty percent (50%) of the Purchase Price. Goods must be returned in the original factory crate, freight prepaid, and shall not have been used and must be in the same condition as originally shipped.
15. RISK OF LOSS. The risk of loss, injury or destruction of the Goods from any cause whatsoever, from the time that the Goods are loaded onto trucks or other vehicles for delivery to the Buyer, shall be solely upon the Buyer. Any such loss, injury or destruction shall not relieve the Buyer of its obligations hereunder.
16. CODES. Since state and local fire, building and health codes vary extensively, Seller does not guarantee compliance therewith. Any costs or delays incurred to meet such state or local codes will be at the Buyer's expense.
17. MODIFICATIONS. This Agreement contains the entire agreement between the parties and all prior dealings and negotiations are merged herein. This Agreement may not be canceled, terminated, (except as herein otherwise provided), modified, altered or amended except in writing and signed by both parties or their duly authorized agents.
18. APPLICABLE LAW. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Texas, Harris County, without regard to its principles of conflicts of law.
19. JURISDICTION. Any controversy or claim arising out of or relating to this contract or the breach thereof shall be brought in any appropriate federal or state court of the State of Texas, Harris County, and the parties hereby consent to the exclusive jurisdiction of such court and waive any claim of forum non conveniens.