|
of such cancellation or change in specifications. In the absence of such indemnification, we shall be entitled to recover all damages and costs
<br />of whatever nature permitted by the Uniform Commercial Code.
<br />
<br />8. DEFERRED SHIPMENT: If shipment is deferred at your request, payment of the contract price shall become due when you are
<br />notified that the Equipment is ready for shipment. If you fail to make payment or furnish shipping instructions, we may either extend the
<br />time for so doing or cancel the contract. In case of deferred shipment at your request, storage and other reasonable expenses attributable
<br />to such delay shall be payable by you.
<br />
<br />9. EQUIPMENT WARRANTY AND REMEDY:
<br /> (a) For new Equipment only, we warrant to you that the Equipment that is the subject of this sale is free from defects in
<br />design (provided that we have design responsibility), material and workmanship. The duration of this warranty is twelve (12) months from
<br />start-up or eighteen (18) months from delivery to you, whichever occurs first (the "Warranty Period"). If you discover within the Warranty
<br />Period a defect in design, material or workmanship, you must promptly notify us in writing. Within a reasonable time after such notification,
<br />we shall repair, replace, or, at our option, refund you the price of the defective Equipment or part thereof.
<br />
<br />(b) For repairs, parts and Services provided by us, we warrant to you that the repairs, parts and Services we provide to you
<br />will be free from defects in material and workmanship. The duration of this warranty is ninety (90) days from as applicable (i) the date the
<br />Equipment which required the repairs, parts or Services is returned to you by us, (ii) the date of your receipt of the part, or (iii) the date of
<br />completion of the repair or other Services, if performed at your facility. If during this ninety-day period you discover a defect in the repairs,
<br />parts or Services you must promptly notify us in writing, and we shall correct such defect with either new or used replacement parts or
<br />reperform the Services as applicable. If we are unable to correct the defect after a reasonable number of attempts, we will provide a refund
<br />of the price paid for the defective repair, parts or Services.
<br />
<br />(c) All warranty service is subject to our prior examination and approval and will be performed by us at your facility or at
<br />service centers designated by us. All transportation to and from the designated service center will be at our expense. The remedies set forth
<br />above are your exclusive remedies for breach of warranty. Unless otherwise agreed in writing by us, our warranty extends only to you and is
<br />not assignable to or assumable by any subsequent purchaser, in whole or in part, and any such attempted transfer shall render all warranties
<br />provided hereunder null and void and of no further force or effect.
<br />
<br />(d) The warranties set forth above are inapplicable to and exclude any product, components or parts not manufactured by
<br />us or covered by the warranty of another manufacturer. We shall have no responsibility for defects, loss or damage to the extent caused by
<br />(i) normal wear and tear, (ii) your failure to follow all installation and operation instructions or manuals or to provide normal maintenance,
<br />(iii) repairs or modifications by you or by others not under our direct supervision, or (iv) a product or component part which we did not
<br />design, manufacture, supply or repair.
<br />
<br />(e) DISCLAIMER OF IMPLIED WARRANTIES. THE WARRANTIES SET FORTH ABOVE AND IN SECTION 12 BELOW ARE IN
<br />LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY
<br />OR FITNESS FOR A PARTICULAR PURPOSE.
<br />
<br />10. LIMITATION OF LIABILITY: In no event shall we be liable, and you hereby waive any claims against us and release us from liability
<br />to you, for any indirect, special, punitive, incidental, or consequential damages whatsoever based upon breach of warranty, breach of contract,
<br />negligence, strict tort, or any other legal theory. In no circumstance, shall we be liable for, however such damages are characterized, loss of
<br />profits, loss of savings or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of any substitute Equipment,
<br />facilities or services, downtime, or loss of prospective economic advantage. OUR AGGREGATE LIABILITY FOR FAILURE TO PERFORM, BREACH
<br />OF WARRANTY OR BREACH OF OTHER CONTRACTUAL OBLIGATIONS SHALL NOT EXCEED THE TOTAL PRICE PAID TO US FOR THE
<br />EQUIPMENT AND SERVICES THAT ARE THE SUBJECT OF ANY CLAIM BY YOU.
<br />
<br />11. OWNERSHIP: All drawings, designs, specifications, data and other proprietary rights supplied by us (including without limitation
<br />in connection with the Equipment) have been prepared or assembled by us and are (and shall remain) exclusively our property, and upon our
<br />request you agree to execute any additional documents needed to give effect to the foregoing. Such drawings, designs and specifications
<br />have been furnished in order to provide full documentation and on the condition that they shall not be disclosed, reproduced or copied in
<br />any manner whatsoever, in whole or in part, except for your internal use as necessary, and upon the further condition that, as our sole
<br />property, they shall not be used for furnishing information and/or disclosed, in whole or in part, to others or otherwise for any purpose not
<br />specifically authorized in a writing signed by one of our corporate officers.
<br />
<br />
<br />
<br />
|