TERMS AND CONDITIONS OF SALE

    1.                 Payment Terms

    1.1                Payment. The Customer shall pay all amounts due and owing per the terms stated on the underlying invoice. All payments hereunder shall be in US dollars and made by credit card, check, or electronic transfer.

    1.2                Invoice Disputes. The Customer shall notify EVI in writing of any dispute with any invoice (along with a reasonably detailed description of the dispute) within ten (10) days from the Customer’s receipt of such Invoice. Invoices for which no such timely notification is received shall be deemed accepted by the Customer as true and correct, and the Customer shall pay all amounts due under such invoices within the period set forth in Section 1.1. The parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, each Party shall continue performing its obligations during any such dispute, including, without limitation, payment by the Customer of all undisputed amounts due and payable.

    1.3                Late Payments. The Customer shall also reimburse EVI for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which the EVI does not waive by the exercise of any rights hereunder), the EVI shall be entitled to suspend the provision of any Services and/or delivery of any Products if the Customer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof.

    1.4                No Setoff. The Customer shall not withhold payment of any amounts due and payable by reason of any setoff of any claim or dispute with the EVI, whether relating to the EVI's breach, bankruptcy, or otherwise.