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fNT~?I\?~' Terms and Conditions For Sale of Intergraph Equipment and Software Attachment A 1. Delivery and Installation - Items shipped via Intergraph trucks are FOB Destination. Shipping charges are one percent (1%) of the equipment and software Iistprice,plusfifty cents (SO. 50) per mile from Huntsville, Alabama to Buyer's installation site. Items shipped viacommerciBr carrier are FOB Huntsville, Alabama, with transportation charges prepaid by Intergraph and billed to Buyer. Buyer is responsible for those facility modifications (power, air conditioning, space: etc.) necessary to accommodate equipment requirements. Installation is charged at two percent (2%) of the equipment and software list price. 2. Warranty - Purchased equipment and software are warranted under normal use, for a period of ninety (90) days from date of shipment, to operate in accordance with Intergraph's published specifications at the time of delivery and against defects in workmanship and material. This warranty is void if failure of the product(s) is due to unauthorized modification, misuse. lack of normal maintenance, abnormal conditions of operation, or unauthorized attempts to repair. Intergraph should be promptly notified of any suspected defects in equipment, equipment operation. or software. INTERGRAPH DISCLAIMS (TO THE EXTENT PERMllTED BY LAW) ALL WARRANTIES ON PRODUCTS FURNISHED HEREUNDER, EXCEPT THOSE ABOVE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS OF PURPOSE. THE ABOVE WARRANTY IS IN LIEU OF All OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND REPRESENTS THE FULL AND TOTAL OBLIGATfON AND/OR LIABILITY OF INTERGRAPH CORPORATION. CERTAIN LIMITATIONS SET FORTH IN THIS DISCLAIMER MAY NOT APPLY IN SOME JURISDICTIONS. 3. Indemnity - Intergraph's liability for damages is limited to those occasions which may arise solely as the direct legal and natural consequences of the performance of Intergraph's responsibility under this Agreement. In no event will Intergraph be liable to Buyer for any incidental, consequential, or Special damages. arising out of or in connection with the use or inability to use purchased equipment, software or software delivery media. Except as otherwise provided by applicable law, no claim, regardless of form, arising out of or in connection with this Agreement may be b~ought by ,.". mor~ than~ ye~ after the cause of action has occurred. e1. ther partylb 'fourt7( 4) 4. Maintenance - If maintenance of equipment and/or software is desired beyond the ninety (90) day warranty period, this service can be provided by separate contract. The Total Service Charge (TSC) listed in the quotation for hardware is the full-service monthly rate for one shift per day of service. The TSC listed for software includes each new release of software. 5. Software Ucense - Software is furnished to Buyer under the terms of Intergraph's "Software License Agreement" for use only on the single system (CPU), device or Local Area Network (LAN) for which it was acquired. Software may be copied (with the inclusion of the originator's restrictive markings thereon) only for use on the single system. Intergraph-developed Workstation Software can be used on any workstation within the LAN so long as the number of simultaneous users does not exceed the number of licenses for the LAN. Further, Buyer shall not provide or otherwise make available the software, or any portion thereof, in any form to any third party without prior written approval of Intergraph. Buyer agrees to execute an Intergraph Software License Agreement, as applicable, for the software packages furnished. 6. Patent Infringement-In the event of any proceeding (suit, claim, or action) against Buyer arising from allegations that the equipment. software or a portion thereof furnished by Intergraph infringes U.S. patent. copyright, trade secret. or other proprietary right of any third party, Intergraph will, if such suit does not result from modifications made by Buyer, defend Buyer's right, title or interest in the same, at Intergraph's expense, provided Buyer promptly notifies Intergraph in writing of the allegation. Intergraph shall make such defense by counsel of its own choosing and Buyer shall cooperate with said counsel. 7. Taxes - All prices are exclusive of any applicable federal, state, municipal sales. use, property, or like taxesk;: install:ation is 8. General Tenns of Payment - The Intergraph terms are net thirty (30) days from the datm.....-4. An interest charge of one and one-half percent (1 1/2%) per month-(or the maximum amount allowed by law. whichever is less). prorated on the basis of a thirty (30) day month, will be assessed on deUnquent payments. ~ complete