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any photographs, images, videos, representations, statements or other assertions made by Seller with respect to the used Equipment’s
<br />condition, but is relying upon its own knowledge and/or inspection of the used Equipment.
<br />10. Remedies for Breach. IN THE EVENT OF ANY BREACH OF THE WARRANTY BY SELLER, THE PARTIES AGREE THATSELLER'S LIABILITY SHALL BE LIMITED EXCLUSIVELY TO THE REMEDIES OF REPAIR OR REPLACEMENT (AT SELLER’S
<br />SOLE DISCRETION) OF ANY DEFECTIVE EQUIPMENT COVERED BY THE WARRANTY. In no event shall any repair or
<br />replacement of any defective equipment covered by the Seller’s warranty extend the length of the warranty beyond the period specified
<br />in Section 8 herein.
<br />11. Limitation of Liability. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, Seller and
<br />its affiliates shall not be liable for, and specifically disclaim, any liability for any: (a) LOST PROFITS and/or businessinterruption (WHETHER DIRECT OR INDIRECT); and (b) indirect, incidental, consequential (whether direct or indirect) or other
<br />damages or losses of any kind whatsoever, including, without limitation, labor costs, lost profits, loss of use of otherequipment, third party repairs, personal injury, emotional or mental distress, improper performance or work, penalties of any
<br />kind, loss of service of personnel, or failure of Products to comply with any federal, state, provincial or local laws, regardlessof whether arising from a breach of contract, or warranty, legal claims or otherwise. Nothing in this Section shall operate to
<br />exclude Seller's liability for death or personal injury when directly related to Seller’s negligent act or omission.
<br />12. Limitation of Actions. Any action for breach of this agreement must be commenced within one (1) year after the cause of action
<br />has accrued.
<br />13. Specification Changes. In the event Seller incurs additional expense because of changes in specifications or drawings previously
<br />approved by Buyer, or in the event Seller is required to modify the ordered Equipment, perform any additional work or supply any
<br />additional Products, the additional expense shall be added to the purchase price. Buyer must submit to Seller a revised purchase order
<br />specifying any and all requested changes. Upon receipt of Buyer’s revised purchase order, Seller shall have the right, in its sole
<br />discretion, to accept or reject any changes in specifications requested by Buyer.
<br />14. Trade-in Offers. Trade-in offers are subject to Seller’s inspection and acceptance of the equipment, which must have been
<br />maintained to U.S. Department of Transportation operating and safety standards. All accessories on the equipment, including without
<br />limitation jibs, winches, pintle hooks and trailer connectors, must remain with the equipment unless otherwise agreed by Seller and
<br />Buyer in writing. Seller reserves the right to cancel any trade-in offers or agreements if these conditions are not met, or if Buyer has
<br />misrepresented any information about the trade-in unit.
<br />15. Insurance. Until the purchase price of any Products is paid in full, the Buyer shall provide and maintain insurance equal to the total
<br />value of the Equipment delivered hereunder against customary casualties and risks; including, but not limited to fire and explosion, and
<br />shall also insure against liability for accidents and injuries to the public or to employees, in the names of Seller and Buyer as their
<br />interest may appear, and in an amount satisfactory to Seller. If the Buyer fails to provide such insurance, it then becomes the Buyer's
<br />responsibility to notify the Seller so that the Seller may provide same; and the cost thereof shall be added to the contract price. All loss
<br />resulting from the failure to affect such insurance shall be assumed by the Buyer.
<br />16. Patents, Copyrights, Trademarks, Confidentiality. No license or other rights under any patents, copyrights or trademarks owned
<br />or controlled by Seller or under which Seller is licensed are granted to Buyer or implied by the sale of Products hereunder. Buyer shall
<br />not identify as genuine products of Seller products purchased hereunder which Buyer has treated, modified or altered in any way, nor
<br />shall Buyer use Seller's trademarks to identify such products; provided, however, that Buyer may identify such products as utilizing,
<br />containing or having been manufactured from genuine products of Seller as treated, modified or altered by Buyer or Buyer's
<br />representative, upon prior written approval of Seller. All plans, photographs, designs, drawings, blueprints, manuals, specifications and
<br />other documents relating to the business of Seller ("Information") shall be and remain the exclusive property of Seller and shall be
<br />treated by Buyer as confidential information and not disclosed, given, loaned, exhibited, sold or transferred to any third party without
<br />Seller’s prior written approval; provided, however, that these restrictions shall not apply to Information that Buyer can demonstrate: (a)
<br />at the time of disclosure, is generally known to the public other than as a result of a breach of this Agreement by Buyer; or (b) is already
<br />in Buyer's possession at the time of disclosure by from a third party having a right to impart such Information.
<br />17. Default and Seller's Remedies. In the event of default by Buyer, all unpaid sums and installments owed to Seller, shall, at Seller's
<br />sole option, become immediately due and payable without notice of any kind to Buyer. In addition to its right of acceleration, Seller may
<br />pursue any and all remedies allowed by law or in equity, including but not limited to any and all remedies available to it under the
<br />Delaware Uniform Commercial Code. In addition to the foregoing, and not in limitation thereof, Seller shall have the right to set off any
<br />credits or amounts owed to Buyer against any amounts owed by Buyer to Seller.
<br />18. Indemnification by Buyer. Buyer hereby agrees to indemnify, release, defend and hold harmless Seller, its directors, officers,
<br />employees, agents, representatives, successors, and assigns against any and all suits, actions or proceedings at law or in equity
<br />(including the costs, expenses and reasonable attorney's fees incurred in connection with the defense of any such matter) and from any
<br />and all claims demands, losses, judgments, damages, costs, expenses or liabilities, to any person whatsoever (including Buyer's and
<br />Seller's employees or any third party), or damage to any property (including Buyer's property) arising out of or in any way connected
<br />with the performance or the furnishing of Products under this agreement, regardless of whether any act, omission, negligence (including
<br />any act, omission or negligence, relating to the manufacture, design, repair, erection, service or installation of or warnings made or lack
<br />thereof with respect to any Products furnished hereunder) of Seller, its directors, officers, employees, agents, representatives,
<br />4 - Terex USA, LLC dba Terex Utilities, Terms and Conditions of Sale, U.S. and Canada (except Quebec), Rev. 1 June 2023
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