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<br /> E. BRC warrants that Products shipped to a Depot facility will be operational upon arrival at Customer location. Customer shall
<br /> verify operation of equipment and notify BRC,if applicable,if nonworking at time of arrival.BRC shall absorb any additional shipping charges,
<br /> if applicable,for the return of such non-working,warranted Products.
<br /> S. Responsibilities of Customer.
<br /> A. Customer shall provide BRC full access to the Products to perform any maintenance services required during the term of this
<br /> Agreement.
<br /> B. Customer agrees to contact BRC within a minimum of 40 days prior to the date the unit shall be required to schedule
<br /> maintenance. These services will be scheduled on a first come first served basis.
<br /> C. If maintenance is performed at Customer's facilities,Customer shall provide BRC with adequate working space including,but
<br /> notlimited to,heat,light,ventilation,electric currentand outlets,and adequate storage space,if required by BRC,for spare parts for Products.
<br /> Such working space and storage space shall be within a reasonable distance from the Products,and shall be provided to BRC by Customer
<br /> at no charge.
<br /> D. If BRC so requests,Customer shall record,in reasonable detail,operating information relating to Products,such records shall
<br /> be adequate to show the operating history of Products,including any history of malfunctions.
<br /> 6. Excluded Services,This Agreement does not require BRC to repair or replace(i)ribbons,lithium batteries or other supplies which need
<br /> repair or replacement as a result of normal wear and tear,(ii)Products which have been repaired,altered or transported by persons other
<br /> than those expressly approved in writing by BRC,(iii)Products from which the serial numbers have been removed,defaced or changed,
<br /> (iv)Products damaged as a result of accident,disaster,theft,vandalism,neglect,abuse,use of any Product for a purpose other than the
<br /> purpose for which it is designed or use not in accordance with instructions furnished by BRC,(v)Products which have been subjected to
<br /> physical,mechanical or electrical design alteration or any conversion by persons other than those expressly approved in writing by BRC,
<br /> or(vi)Equipment that in BRC's responsible opinion can not be repaired to a maintainable condition.
<br /> 7. Disclaimer. BRC DISCLAIMS ALL WARRANTIES WHETHER EXPRESS OR IMPLIED WITH REGARD TO MERCHANTABILITY OR
<br /> FITNESS FOR A PARTICULAR PURPOSE.
<br /> 8.Customer's Remedies. If BRC shall breach this Agreement in any manner,Customer's exclusive remedy shall be the further adjustment,
<br /> repair or maintenance of the Products until the Products are in good working condition. Customer acknowledges that it has sole control
<br /> over the Products. Accordingly,BRC shall not be liable to Customer for damages in any way related to or connected with results obtained
<br /> from or otherwise contributed to by the Products. BRC's liability for any losses or damages of any nature except for personal injury,whether
<br /> direct,indirect or incidental,arising from its performance of this Agreement,shall be limited to the aggregate amount of the fees paid by
<br /> Customer to BRC pursuant to this Agreement.BRC SHALL NOT BE LIABLE FOR ANY INCIDENTAL,SPECIAL OR CONSEQUENTIAL
<br /> DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED REVENUES OR
<br /> PROFITS,OR FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY THIRD PARTY,IN CONNECTION WITH OR ARISING
<br /> OUT OF BRC'S PERFORMANCE UNDER THIS AGREEMENT.
<br /> 9. Miscellaneous,
<br /> A. General Confidentiality. Not applicable.
<br /> B. Force Majeure. BRC or Customer shall be excused from performance hereunder for any period BRC or Customer is prevented
<br /> from performing their respective obligations hereunder in whole or in part as a result of an act of God,war,civil disturbance,court order,
<br /> labor dispute or other cause beyond its reasonable control.In addition,such nonperformance shall not be aground for termination or default.
<br /> C.Waiver.Any waiver by either party of any provision of this Agreement must be in writing,and shall not imply subsequent waiver
<br /> of that or any other provision.
<br /> D. Notices. Except as otherwise noted in this Agreement,any notice,demand or request or other communication required to
<br /> be given by either parry to the other parry pursuantto this Agreement shall be in writing and shall be mailed by first class,registered or certified
<br /> mail,return receipt requested,or transmitted by hand delivery,telegram of telex,to the appropriate addresses first set forth above,or to
<br /> such other address as either party may hereinafter substitute by written notice given in the manner prescribed in this paragraph. Notice
<br /> shall be deemed given three(3)days after mailed,or at such time as it is actually delivered to the addressee or such attempted delivery
<br /> is refused by the addressee.
<br /> E. Complete Agreement. This Agreement,including the attached exhibits,embodies the entire contractual agreement of the
<br /> parties with respect to the subject matter hereof. This Agreement cannot be modified except by written agreement signed by all parties
<br /> hereto.
<br /> F. Assignment. Customer may not,without BRC's prior written consent,assign or otherwise transfer this Agreement,or any
<br /> Customer's rights orobligations underthis Agreement,to athird party.BRC shall have the rightto subcontractthe performance of all services
<br /> specified in this Agreement to a third party with written consent from the Customer.
<br /> • G. GovemingLaw.This Agreement shall be construed and enforced with the laws of the State of Minnesota
<br /> HARDWARE MAINTENANCE AGREEMENT for Optical Scan Equipment-Revised in St Cloud 2115/95 Page 2 of 3
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