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8. Invoicing and Payment <br />(a) /nvoices and Payment. Air Products shall invoice AQMD or Buyer, as applicable, on a monthly basis for all <br />sums due from it hereunder. Payment of all-invoices via electronic funds transfer will be accepted by Air <br />Products in "corporate trade exchange" ("CTX") format only. All payments due hereunder shall be made to Air <br />Products at the location indicated on the invoice. All invoices shall be payable net thirty (30) days. Failure. to <br />make such payments in a timely fashion shall entitle Air Products to discontinue deliveries without <br />penalty, breach or default of any kind under this Agreement, and to impose new payment terms, <br />including without limitation cash on delivery or auto pay. <br />(b) Claims re: Invoicing. All claims of Buyer relating to any invoice hereunder shall be made in writing within thirty <br />(30) days of receipt of invoice. Failure to give such written notice shall constitute a waiver of all claims related <br />to such invoice. <br />9. Warranty <br />(a) Limited, Warranties. Air Products warrants that the Hydrogen and Mobi/e Fue/er delivered hereunder <br />sha// conform to the specifications and express warranties set forth in Section 5 hereof At the time of <br />delivery Air Products sha// have good tit/e and right to transfer the Hydrogen and that the same sha/L.be <br />delivered free of encumbrances. THE FOREGOING WARRANTY IS THE SOLE WARRANTY AND IS IN <br />LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY LAW, INCLUDING <br />WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FORA PARTICULAR <br />PURPOSE. <br />1 O. Limitation of Liability <br />(a) Outy to Warn-Presence and Use. Buyer acknowledges that there are hazards associated with the use of the <br />Hydrogen, that it understands such hazards and that it is Buyer's responsibility to warn and protect its <br />employees and others exposed to such hazards through Buyer's storage and use of Hydrogen. Air Products <br />shall provide Buyer with copies of Material Safety Data Sheets relating to the Hydrogen to help Buyer make <br />such warnings, and Buyer assumes all risk and liability for any loss, damage or injury to persons or property of <br />Buyer or others arising out of the presehce or use of the Hydrogen. <br />(b) Direct Damages. Buyer's sole and exclusive remedy (i) for non-d'2livery of Hydrogen shall be a claim for direct <br />cover damages, which shall be limited to an amount equal to the Unit Price payable hereunder for the <br />Hydrogen in respect to which such claim is made and (ii) for delivery 'of nonconforming Hydrogen, except for <br />the remedy of cancellation for material default, shall be replacement by Air Products of a like quantity of <br />conforming Hydrogen at no additional cost to Buyer. <br />(c) Limit on Damages. Air Products shall not be liable in contract. or tort (including negligence and strict liability) <br />for any direct damages other than those expressly set forth in Section 1 O(b), and neither party shall be liable for <br />any indirect, special, incidental or consequential damages arising out of its pertormance Qr non-performance <br />hereunder, including without limitation loss of profit, loss of opportunity or downtime. <br />(d) /ndemnification. Buyer shall indemnify, defend and hold harmless Air Products from all loss or damages, for <br />damage to property of third persons or personal injury to third persons (including death)(collectively, a "Loss") <br />arising out of any action, lawsuit or claim related in any way to the hydrogen fueling activities carried out at the <br />Designated Location; provided however that to the extent any such Loss is caused by the gross negligence or <br />willful misconduct of-Air Products hereunder, Air Products shall indemnify, defend and hold harmless Buyer for <br />such Loss. <br />(e) No Liability for Other Reasons. Buyer acknowledges and agrees that other than as set forth in Section 1 O(d), <br />Air Products, in its supply of Hydrogen hereunder, does not accept or assume liability for any defect in material <br />or workmanship of equipment not manufactured by Air Products or for any condition or occurrence affecting the <br />proper operation of the Mobile Fueler resulting from accident, negligence, abuse or misuse of the Mobile Fueler <br />or the Hydrogen while at the Designated Location, or any other cause. <br />-a-