GENERAL TERMS AND CONDITIONS OF SALE

  1. These general terms and conditions of sale (these “Terms”) are the only terms which govern the sale of any and all tanks, parts, components and other equipment (collectively, “Equipment”) and, to the extent applicable, the installation of any Equipment and performance of any services (collectively, “Work”) by HUGHES TANK COMPANY, LLC (“Hughes”) to the person(s) or entity listed on the Order (as defined herein) (“Buyer”). Hughes and Buyer may be referred to herein collectively as “Parties” and individually as a “Party”. These Terms, along with an accompanying Sales Order (as defined below) from Hughes that has been signed by Buyer to become an order (the “Order”), shall constitute a binding agreement between the Parties (collectively, the “Agreement”). The Agreement comprises the entire agreement between the Parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral with respect to the subject matter hereof. Except as otherwise provided herein, this Agreement, including these Terms, are exclusively between Hughes and Buyer and not between Hughes and any third party, including but not limited to a third party who ultimately purchases the Equipment from Buyer, whether Buyer serves in a wholesaler, distributor or other capacity (in such case, the ultimate purchaser who has control over the use of the Equipment is referred to as the “Ultimate Consumer”). Except as set forth in Section 4 below and unless otherwise provided herein, the Ultimate Consumer shall not in any respect be considered a third-party beneficiary of any provision of this Agreement.  This Agreement prevails over any of Buyer’s general terms and conditions of purchase, including those on any purchase order, purchase confirmation, payment enclosure, or other writing, and no such legal terms and conditions from Buyer are incorporated into these Terms or the Agreement or shall be considered to have been accepted by or binding upon Hughes. Hughes’ sale and delivery of any Equipment or performance of any Work is expressly conditioned upon Buyer’s acceptance of all of these Terms, and fulfillment of Buyer’s Order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend this Agreement. No legal terms and conditions applicable between Buyer and any third party, including but not limited to any Ultimate Consumer, are incorporated into these Terms or the Agreement or may be considered binding in any respect on Hughes. Buyer agrees to provide, and shall be solely responsible for providing, any such third party with a copy of these Terms and the Agreement.
  2. Orders, Prices and Payment. Buyer shall purchase the Equipment and Work from Hughes at the prices (the “Prices”) set forth in the Order. Hughes will issue a sales order containing, among other things, a proposed pricing and estimated completion date, (“Sales Order”), and Sales Orders are valid for ten (10) days. A Sales Order becomes a binding Order when it is executed by the Parties.  Unless otherwise stated in the applicable Order, Buyer must pay the price set forth in the Order in full at the time of execution.  After ten (10) days, if the Sales Order has not been executed by Buyer to become an Order, the Sales Order may be adjusted at the discretion of Hughes. After an Order is executed by Buyer it will be considered “placed” and binding on Buyer, any delay of the estimated competition date by the Buyer shall trigger Storage Fees and Interest (as defined below). Buyer shall timely pay all invoices as set forth in the Order, it being understood that, unless Hughes has otherwise agreed in writing, Buyer must pay the amount on any Sales Order at the time of execution to become a binding Order. IN THE EVENT THERE IS A CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THIS PROVISION AND THE TERMS AND CONDITIONS OF THE ORDER, THE TERMS AND CONDITIONS OF THE ORDER SHALL CONTROL WITH REGARD TO PAYMENT ONLY. OTHERWISE, THIS PROVISION SHALL CONTROL.
  3. Buyer is responsible for and will pay or reimburse Hughes, for all applicable federal, state, municipal sales, use taxes, and other taxes, fees or assessments related directly or indirectly to the purchase of the Equipment, its use or value, and for the performance of the Work, in each case excluding taxes relating to Hughes’ income. In the event a properly executed tax exemption certificate is presented to Hughes, Buyer will not be charged for any taxes for which it is exempt, but will remain liable for all other taxes, fees, or assessments for which the exemption does not apply. All such taxes not identified on the Order will be listed as a separate line item on the invoice. If at any time the exemption claimed is deemed invalid, Hughes will invoice Buyer for any tax not previously invoiced. Buyer’s obligations under this section will survive the termination of this Agreement.
  4. For a period of one (1) year from the date of installation included in the Order (the “Installation Date”) with respect to Equipment, or a period of one (1) year from the date of substantial completion of the Work with respect to the Work, Hughes will, in its sole discretion, repair, reperform or replace, (covering any material, labor and travel costs associated therein), such defective Equipment or Work (as applicable and pending receipt of written notification from Buyer or the Ultimate Consumer, as the case may be), any component of the Equipment or aspect of the Work found to be defective, excepting for such defects attributable to normal wear and tear, Buyer’s or Ultimate Consumer’s misuse, abuse, accident, neglect, failure to maintain or exposure to excessive moisture, heat, the elements or any liquid that is not consistent with the Equipment’s specifications. This warranty is limited to “normal” usage and exposure consistent with the Equipment’s stated specifications. The following are excluded by the definition of “normal” and therefore from this warranty if such conditions exist: (i) Acts of God, vandalism, falling objects, external forces, explosion, fire, riots, acts of war and radiation, (ii) modifications or alterations performed by Buyer, the Ultimate Consumer or other contractors or subcontractors without the prior written approval of Hughes, and (iii) storage of or exposure to any liquid or other substance which is not consistent with the Equipment’s specifications. In the event that Buyer or the Ultimate Consumer discovers any defect within the warranty period, notice of the defect shall be given to Hughes in writing within thirty (30) days of discovering such defect, and such notice must be sent within the warranty period by certified mail. Except as expressly provided herein, the warranty pursuant to this Section 4 is tendered for the benefit of the original Buyer and/or the original Ultimate Consumer only and is not for the benefit of or transferable or assignable to any third party (other than the original Ultimate Consumer), including but not limited to a subsequent consumer  (except to Buyer or the Ultimate Consumer’s affiliates in accordance with the assignment provision herein if Buyer or Ultimate Consumer is an entity) and further is void in the event the Equipment is removed from its original location of installation or modified by Buyer or Ultimate Consumer, or subsequently sold, leased, assigned or otherwise transferred to a subsequent consumer or any other third party.  Notwithstanding the foregoing, Buyer acknowledges and agrees that Hughes is not the manufacturer of all parts and components of the Equipment and that Hughes will pass through any manufacturer’s warranty to Buyer, if any, but not does warrant all parts and components of the Equipment separately.  In the event that the Equipment is covered by a manufacturer’s warranty, then such manufacturer’s warranty shall be the Buyer’s or the Ultimate Consumer’s, as the case may be, remedy with respect to the applicable defect.  DISCLAIMER: FOR THE WARRANTY SET FORTH IN HEREIN, HUGHES MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE EQUIPMENT OR WORK, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. HUGHES FURTHER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE OUTCOME OR RESULTS OF THE EQUIPMENT OR THAT THE EQUIPMENT WILL BE TOTALLY WITHOUT ANY COSMETIC BLEMISH.  THE REMEDIES SET FORTH HEREIN ARE BUYER’S AND ULTIMATE CONSUMER’S SOLE AND EXCLUSIVE REMEDY, AND HUGHES’ SOLE AND EXCLUSIVE LIABILITY, WITH RESPECT TO ANY DEFECTIVE EQUIPMENT OR OTHER WARRANTY OR SERVICE ISSUE.                  
    In addition to the warranty pursuant to this Section 4, the Equipment may be eligible for a limited warranty of up to thirty (30) years for the following Steel Tank Institute Products: ACT-100®, ACT-100U®, F921®, FIREGUARD®, FLAMESHIELD®, sti-P3®, PERMATANK® provided that the end user (i.e. the Buyer or the Ultimate Consumer) fill out the Fireguard® Limited Warranty Validation Card and return to Steel Tank Institute within the earlier of thirty (30) days after installation or ninety (90) days after shipment from Hughes. For more information regarding the Steel Tank Institute limited warranty, please refer to stispfa.org. Hughes makes no representations or warranties of any kind whatsoever with respect to the Steel Tank Institute limited warranty, including eligibility requirements.
  5. The following services, including any services concerning any of Hughes’ warranties set forth in Section 4, are not covered by this Agreement and will be billed by Hughes at its standard rates, subject to any applicable labor discount:
    1. Normal wear and tear items;
    2. Service for any Excluded Equipment (as defined in Section 6);
    3. Vandalism or deliberate tampering with the Equipment;
    4. Lost records or data recovery pertaining to the Equipment;
    5. Service required due to disaster, acts of God, external failure (including, without limitation: accidents, abuse, loss or power failure, or power surges beyond specified equipment tolerances);
    6. Service required due to improper use or actual or attempted unauthorized third party repair, modifications, installations, including, without limitation, intentional or unintentional damage caused by Buyer, Ultimate Consumer or any other third party (including as a result of negligence), attempted repair or maintenance by Buyer, Ultimate Consumer or any other third party or personnel not employed or authorized by Hughes;
    7. Moving of the Equipment in any way not compliant with Hughes’ guidelines and best practices;
    8. Service required due to piping, metering equipment or other components external to the Equipment;
    9. Service performed as a result of changes in laws, regulations or guidelines; and
    10. De-installation, reinstallation, or relocation services.
  6. Excluded Equipment. Hughes’ warranty does not cover any Excluded Equipment. In some cases, Hughes will provide service or technical support for Excluded Equipment, but only where Hughes has explicitly agreed to do so in writing. In order to provide any Service for any Excluded Equipment, Hughes will charge Buyer or the Ultimate Consumer, as the case may be, at its standard rates, subject to any applicable labor discount, for any and all on-site time required to inspect, understand, document, modify or otherwise familiarize itself with Excluded Equipment. “Excluded Equipment” includes:
    1. equipment or material provided by Buyer, the Ultimate Consumer or any other third party.
  7. Delivery and Installation. Buyer will provide, or will cause Ultimate Consumer to provide clear access to the project site for delivery and installation of the Equipment and performance of the Work (the “Site”). Buyer or the Ultimate Consumer is solely responsible for the cost of shipping, delivery, Site preparation, including, without limitation, structural or grade alterations, fixture or furniture removal, or identification and relocation of utility lines and other activities as set forth in the Order. Buyer shall have the right to select a third-party carrier of its choosing to deliver the Equipment to the Site, and shall notify Hughes of such third-party carrier prior to shipping. In the event that Buyer does not provide Hughes with a third-party carrier, Buyer acknowledges that Hughes works with third-party carriers and will provide Buyer with a quote for such third-party carrier and will obtain Buyer’s approval prior to selecting the carrier Hughes deems is appropriate to deliver the Equipment to the Site. Buyer or Ultimate Consumer, as the case may be, will provide adequate and suitable space for safe and unobstructed delivery and/or installation of the Equipment and performance of the Work. Buyer or the Ultimate Consumer, as the case may be, is solely responsible for Site selection and conditions. Buyer or Ultimate Consumer, as the case may be, hereby warrants that it is the owner of the Site or it has, and can provide a copy to Hughes upon request, all necessary lease, license or other rights to grant permission to Hughes, and any third party contracted by Hughes, to deliver and/or install Equipment and perform the Work at the Site. HUGHES ASSUMES NO LIABILITY NOR OFFERS ANY WARRANTY FOR THE FITNESS OR ADEQUACY OF THE SITE OR UTILITIES OR OTHER NETWORKS AVAILABLE AT THE SITE OR FOR THE FLOORING, GROUND OR WALL SPACE UPON WHICH THE EQUIPMENT IS INSTALLED. FURTHER, THE RISK OF LOSS WITH RESPECT TO THE EQUIPMENT SHALL PASS FROM HUGHES TO BUYER UPON DELIVERY BY HUGHES TO THE CARRIER REGARDLESS OF WHICH PARTY SELECTS THE CARRIER. FOR THE AVOIDANCE OF DOUBT, HUGHES ASSUMES NO LIABILITY FOR THE EQUIPMENT ONCE TAKEN POSSESSION BY A THIRD PARTY PERFORMING DELIVERY. In the event that there is a delay in shipping, delivery or installation that is not attributable to Hughes and Storage Fees (as defined below) apply, the risk of loss with respect to the equipment shall pass from Hughes to Buyer upon delivery by Hughes to the storage facility. Unless otherwise agreed upon by the Parties in writing, Buyer or Ultimate Consumer, as the case may be, will schedule its operations at the Site so that the Work by Hughes, and any third party contracted by Hughes, can be carried out in one continuous operation and in proper sequence. Hughes’ Work will be subject to Hughes’ safety guidelines and operating instructions. Buyer or Ultimate Consumer, as the case may be, will have sole responsibility, at Buyer’s or Ultimate Consumer’s, as the case may be, cost, to obtain any and all licenses, titles, building and permits (other than those to be obtained by Hughes), and any other approvals and certificates as may be required by law or otherwise for the installation and placement of the Equipment and Buyer’s or Ultimate Consumer’s, as the case may be, lawful operation, possession or occupancy of the Equipment. Prices for delivery, installation and other “one-time” charges are subject to adjustment to the extent that the timing of or physical nature of access to the Site is or becomes limited.  In the event that delivery cannot be performed, by Hughes or a third-party, Buyer is responsible for the costs of, and all costs associated with round-trip freight and re-delivery, including delivery costs, crane costs, and Storage Fees (as defined below) and Interest (as defined below). Any reimbursements for such costs that are to be passed along to the Ultimate Consumer are between Buyer and the Ultimate Consumer and to be recuperated exclusively by Buyer. In the event that any act, delay, reschedule, or omission by Buyer or the Ultimate Consumer (including the failure of Buyer or the Ultimate Consumer, as the case may be, to complete any work or obtain any permits for which it is responsible) or Buyer’s or Ultimate Consumer’s, as the case may be, failure to make the Site available and ready causes a delay in completion of the Work (“Delay”) or causes Hughes to suspend, reschedule, or duplicate its performance of Work, Buyer will be liable for applicable charges and additional costs incurred by Hughes to the extent caused by such delay, including third-party delivery costs. In connection with the foregoing and for purposes of clarification, Delay and all Buyer responsibilities and obligation thereto shall apply to Buyer in the event that such delay is caused by any third party, including but not limited to the Ultimate Consumer, pursuant to any other contract that Buyer or the Ultimate Consumer may have entered into with respect to the Equipment. Hughes may suspend work at the Site if Hughes reasonably deems the Site unsafe or if Buyer is more than ten (10) days past due on any required payment. BUYER AGREES NOT TO INTERFERE WITH THE PROGRESS OF THE WORK. For the purposes of acceptance, Buyer and/or the Ultimate Consumer shall inspect the Equipment within thirty (30) business days following Hughes indication of completion of the Work and shall provide Hughes notice of what it considers to be defects in, or other proper objections to, the Equipment. Should Buyer and/or the Ultimate Consumer fail to notify Hughes of defects within the required thirty (30) business day period, it shall be conclusively presumed that Buyer and/or the Ultimate Consumer has inspected the Equipment and it is in good condition and is deemed accepted by Buyer and/or the Ultimate Consumer. For purposes of absolute clarification, Buyer’s and/or Ultimate Consumer’s only method of acceptance or rejection of the Equipment relates to defects or other proper objections as provided in this Section 7 within the thirty (30) business day period following Hughes’ indication of completion of the Work.
  8. Export Control.  Buyer acknowledges that the Equipment may be subject to United States (“US”) export control laws and regulations, including but not limited to the Export Administration Regulations administered by the US Department of Commerce, Bureau of Industry and Security and the International Traffic in Arms Regulations administered by the US Department of State. Buyer hereby agrees and certified that it (i) will not export, re-export, transfer or retransfer the Equipment, directly or indirectly, to any country or entity subject to US embargo or sanction without first obtaining prior authorization from all relevant and applicable government agencies, (ii) will not use the Equipment for any purpose prohibited by law, (iii) will not sell, transfer, export or re-export the Equipment to any entity or individual (a) designated on the US Department of Treasury Specially Designated National and Blocked Persons List, the US Department of Commerce’s Denied Persons List, Entity List, or Unverified List or the US Department of States Debarred List, or (b) whom Buyer has reason to believe might be on any such lists or who might intend to use the equipment in violation of this Section 8(ii) without in any such case first obtaining prior authorization from all relevant and applicable government agencies, and (iv) shall comply with all applicable export control regulations and cooperate fully with Hughes in any official or unofficial audit or inspection that relates to compliance with US export control regulations. This Section shall survive expiration or termination of the Agreement. 
  9. Force Majeure. Neither Party shall be responsible for any delay in their respective obligations under the Agreement (except for payment obligations) to the extent such delay is due to fire, flood, windstorm, riot, civil disobedience, strike, labor disputes, Act of God, action by any federal, state or local governmental body or agency, or any other circumstances beyond such Party’s reasonable control. It is further understood and agreed that Buyer will not hold Hughes responsible for liquidated damages or other damages for delay that may be imposed upon Buyer pursuant to any other contract that Buyer may have entered into with respect to the project, including the Site and the Equipment, to which Hughes is not a party, including without limitation, with any Ultimate Consumer. UNDER NO CIRCUMSTANCES SHALL HUGHES BE LIABLE FOR ANY LOSSES AS A RESULT OF THE FAILURE TO DELIVER OR INSTALL ANY EQUIPMENT OR COMPLETE THE WORK BY ANY DEADLINE.
  10. Limitation of Damages. IN NO EVENT SHALL HUGHES BE LIABLE TO BUYER OR ANY THIRD PARTY (INCLUDING THE ULTIMATE CONSUMER) FOR ANY LOSS OF USE,  REVENUE, BUSINESS OPPORTUNITY, GOODWILL, SAVINGS OR PROFIT, OR FOR ANY OTHER CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT HUGHES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL HUGHES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO HUGHES UNDER THE ORDER RELEVANT TO ANY CLAIM.
  11. Buyer hereby specifically indemnifies, agrees to defend and holds harmless Hughes and its affiliates and their respective officers, directors, owners, employees, agents, vendors and service providers from any and all losses, claims, liabilities, damages, fines, forfeitures, seizures, penalties, costs and expenses (including attorneys’ fees and investigative costs) (“Losses”) that may arise from or in connection with: (i) the death of or injury to any person (including without limitation damage to the property of any person) as a result of the negligence or willful misconduct of Buyer, the Ultimate Consumer or any of their affiliates and their respective officers, directors, owners, employees, agents, vendors and service providers (collectively, “Buyer Indemnifying Parties”) in relation to this Agreement or any use of the Equipment or each Party’s presence at the Site; (ii) any act or omission of Buyer Indemnifying Parties in violation of this Agreement or applicable law; and (iii) any misuse or negligent use of the Equipment by Buyer Indemnifying Parties or any third party, including but not limited to an Ultimate Consumer, which Buyer allows to access or use the Equipment. This Section shall survive expiration or termination of the Agreement. 
  12. During the term of any Order and to the extent Buyer is in possession of any Equipment prior to payment in full therefor, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which is sufficient to cover the replacement cost of the Equipment with financially sound and reputable insurers. Specifically, Buyer shall maintain, it its own expense, (i) Commercial General Liability with a minimum limit of $1,000,000 per occurrence and $2,000,000 in the aggregate, and (ii) Storage Tank Liability with a minimum limit of $1,000,000 per occurrence and $2,000,000 in the aggregate. In the event that a Buyer has breached these Terms  or the Agreement, Hughes has the right to request, and Buyer  shall provide Hughes upon such request, with a certificate of insurance from Buyer’s insurer evidencing the insurance coverage specified in this Agreement.
  13. (a) The occurrence of one or more of the following will constitute an Event of Default under the Agreement: (i) Buyer fails to pay when due any progress or other payment due under the Agreement; or (ii) Buyer fails to perform or observe any other term or condition under the Agreement and such failure remains unremedied for more than seven (7) days after written notice of such failure to perform or observe. (b) Upon an occurrence of an Event of Default, Hughes will have the option to (i) declare the entire balance of monies due, (ii) enter upon any premises where any or all the Equipment is located and retake and retain any or all the Equipment free of all rights of the Buyer without any obligation to redeliver, and/or (iii) avail itself of any other remedies in addition to any remedies provided in the Agreement or existing at law or in equity.  Buyer will pay to Hughes on demand all actual, direct and reasonable fees, costs and expenses incurred by Hughes in enforcing its rights under the Agreement, including without limitation reasonable attorneys’ fees.
  14. Buyer acknowledges and agrees that Hughes does not accept termination or cancellation of a Sales Order once it is executed by Buyer to become an Order.  If Buyer wishes to cancel or terminates an Order, Buyer shall owe, or forgo if already paid, one hundred percent (100%) of Order price as a result of such termination, and thereby release Hughes from any and all obligations so required by the Sales Order. 
  15. No Waiver. The failure by either Party to enforce at any time, or for any period of time, any one or more of the terms of this Agreement shall not be a waiver of such terms and conditions or of such Party’s right thereafter to enforce each and every term and condition contained herein.
  16. Notices and other communications required or allowed by this Agreement shall be in writing and sent by e-mail to the e-mail addresses set forth in the Order (such e-mail notice shall be effective upon the Party transmitting the notice unless the transmitting Party receives a notice of failure of transmission within forty eight (48) hours of transmission), registered U.S. mail, nationally recognized express carrier, by hand or by facsimile transmission (with confirmation of transmission) to the addresses set forth in the Order. Each notice so given shall be deemed delivered, (i) when actually received by the Party to whom notice is to be given, (ii) on the first day following the day transmitted (with confirmation of receipt) if delivered by nationally recognized overnight courier service or by facsimile, or (iii) on the third business day after mailing, if mailed by first class registered or certified mail, return receipt requested, postage prepaid, addressed to the appropriate Party, at the address and/or facsimile numbers of such Party set forth above (or such other address as such Party may designate by written notice to the other Party in accordance with this section).
  17. Storage Fees and Interest. In the event of any delay in shipping, delivery, or installation that is not attributable to Hughes, Buyer shall be responsible for paying to Hughes Storage Fees and Interest. “Storage Fees” shall mean five percent (5%) of the total Order Price, charged monthly, and shall begin accruing fourteen (14) days after the date on which the shipping, delivery or installation was scheduled to occur. “Interest” shall mean eighteen percent (18%) of the total Order Price on an annual basis, accruing at a monthly basis, or the maximum rate permitted by applicable law. In the event that Storage Fees and Interest are owed by Buyer, Hughes will promptly notify Buyer that Storage Fees and Interest have begun accruing.  The Buyer has sixty (60) days from the date of notice of commencement of Storage Fees and Interest to arrange pick-up or delivery of the Equipment, or Buyer forfeits the Equipment in addition to owing Hughes the full Order price, Storage Fees and Interest.
  18. (a) All non-public, confidential or proprietary information of Hughes, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Hughes to Buyer whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Hughes in writing. Upon Hughes’ request, Buyer shall promptly return all documents and other materials received from Hughes. Hughes shall be entitled to injunctive relief for any violation of this Section without posting any bond or proving any damages. (b) The terms and provisions of these Terms and the Agreement will inure to the benefit of each Party’s successors and permitted assigns. Buyer may not assign the Agreement or any right or obligation hereunder (except as otherwise provided herein) to any person or entity without the prior written consent of Hughes. (c) This Agreement represents the entire agreement between the Parties pertaining to the Equipment and Work. No agreements, representations or understandings not specifically contained in or referenced within this Agreement will be binding upon any of the Parties hereto unless reduced to writing and signed by the Parties to be bound thereby. Any amendment, modification or addendum to the Agreement will not be binding on Hughes unless signed by an authorized representative of Hughes. Scanned or copied signatures shall be deemed as effective as originals. This Agreement shall be governed as to its construction, interpretation, and effect by the laws of the State of Texas without regard to principles of choice of laws. Buyer hereby submits to jurisdiction and venue of any state or federal court having situs in Dallas County or Johnson County in the State of Texas. The United Nations Convention on the International Sale of Goods is hereby expressly disclaimed.  EACH PARTY HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THE AGREEMENT. (d) Section headings are for convenience only and shall not affect the construction or interpretation of this Agreement. (e) If any term, condition, or provision in these Terms or the Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable to any extent, then it is the intent of the Parties that such court apply a rule of reasonableness and modify the provision in question so that it will remain in effect to the greatest extent permitted by law. In the event a court finds such procedure to be inappropriate, then such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. (f) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver hereof; all waivers being required to be in a writing signed by Hughes. (g) Buyer agrees to execute and deliver to Hughes any such documents and instruments as are requested by Hughes in order to preserve and protect the Equipment and Hughes interests therein; and Buyer hereby authorizes Hughes to file Uniform Commercial Code (“UCC”) financing statements with respect to the Equipment.