|
2
<br />9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL
<br />DAMAGES ARISING IN ANY WAY WHATSOEVER. Seller, its contractors and suppliers of any tier, shall not be Gable in contract,
<br />tort or otherwise for damage to or loss of other property or equipment or systems, cost of capital, cost of replacement power or
<br />equipment, increased operating expenses, delay damages, or claims of Purchasers customers no matter Crow caused, including if
<br />caused by. abuse; accident alteration or repair by anyone other than Sellers authorized representatives: improper storage.;
<br />misuse; improper maintenance; failure to observe instructions: improper or unauthorized access or use; hacker or cracker intrusion
<br />or disruption; distributed denial of service attacks; computer viruses or worms: loss, theft, misuse, alteration or corruption of data.
<br />programs or information; failure of network security; or other acts, omissions, torts or crimes.
<br />Purchaser's remedies stated herein are exclusive and the Sellers liability with respect to any contract, or the performance or
<br />breach thereof, relating in any way to any work or equipment covered by this contract, whether in contract, tort. or otherwise shall
<br />not exceed the price of the particular equipment or pat or service for which such liability is claimed. This provision shall survive
<br />termination of the contract.
<br />10. PATENT OR COPYRIGHT INFRINGEMENT. Subject to the following provisions, Seiler shall, at its own expense, defend or at its
<br />option settle any claim, suit, or proceeding ('Clam") brought against Purchaser, so for as based on an allegation that any goods,
<br />material, equipment, device, computer program, or article, or any part thereof (hereinafter "Product') furnished hereunder
<br />constitutes a direct or contributory infringement of any claim of any U.S. patent or copyright. The obligation shall be effective only if
<br />Purchaser has made all payments due, notifies Seller promptly in writing, and gives information and assistance for the defense of
<br />the Claim. Seller shall pay all damages and costs awarded in defending such claim. If the Product furnished becomes the subject
<br />for any Claim for infringement of any U.S. patent or copyright, or K adjudication states that such Product infringes any U.S. patent or
<br />copyright, or if the use or sale of the Product is enjoined, Seller shall at its option and expense either a) procure for the Purchaser
<br />the right to continue using the Product; or b) replace it with a non-iMringing produck or c) modify it so it becomes non -unhinging: or
<br />d) remove it and refund the purchase price and the transportation and installation costs thereof.
<br />The foregoing indemnity does not apply to patented processes performed by or with the aid of the Product, or another product
<br />produced thereby, products supplied according to a design required by Purchaser and other than Seiler, combination of the Product
<br />with another product not furnished hereunder unless Seller is a contributory infringer, or any settlements of a claim made without
<br />Sellers written consent.
<br />The foregoing states the Sellers entire liability with respect to patenor copyright infringement by said Product. This provision shall
<br />survive the termination of the contrail
<br />11. TECHNICAL DOCUMENTS. Unless certified as binding, technical documents shall serve as an approximation only. Seller
<br />reserves the right to make any necessary alterations. Technical documents beating proprietary notices shall be held in confidence
<br />by Purchaser, shall remain Sellers exclusive property, and shall not be copied or disclosed to dither persons without Seller's written
<br />consent.
<br />12. TERMINATION OR CANCELLATION. Contracts shall not be terminated or canceled without Sellers written consent. If Sella
<br />accepts cancellation, Purchaser agrees to pay without delay the full contract price for all completed work, suitable charges for
<br />unfinished work (including actual expenditures plus overhead charges) and all other reasonable termination costs.
<br />13. TITLEiRISK OF LOSS. The Product sold shall remain Sellers personal property until fully paid. The Purchaser agrees to perform
<br />all acts necessary to protect and assure retention of title to such Product by Seller until Purchaser has made full payment. Risk of
<br />loss of any part of the Product shall pass to the Purchase upon delivery at the designated delivery (F.0.6.) point,
<br />14. SOFTWARE LICENSES. Any software supplied as part of this order shall remain the property of the Seller or its Licensors.
<br />Purchaser agrees to execute a license or sublicense agreement, as applicable, prior to delivery of any software or software
<br />documentation.
<br />15. INSURANCE. Unless additional coverage or limits are provided for by specification. Seller agrees at all times during the
<br />performance of its work to maintain in force insurance as follows:
<br />A. Statutory Worker's Compensation in all states includes employers liability subject to a limit of $1,000,000 each accident.
<br />B. Comprehensive Automobile Liability: Combined Single Limit $1,OW,000
<br />C. Comprehensive General Liability:
<br />General Aggregate
<br />$2,000 000
<br />Products -Com OP Aggregate
<br />$2,000,000
<br />Personal & Adv. Injuries
<br />$1,000,000
<br />Each Occurrence
<br />$1,000.000
<br />Fire Damage
<br />$50,000
<br />Medical Expense(any oneperson)
<br />$5,000
<br />2of2
<br />rev: January 1, 2009
<br />
|