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<br /> Powering Business WiWddde
<br /> acts of God, Customer's neglect, misuse, misapplication, incorrect connection or external damage; (ii) subject to
<br /> repair or alteration by Customer (or a third party) not authorized by Contractor in writing; or (iii) moved without
<br /> adherence to Section 7B herein. THIS WARRANTY IS EXCLUSIVE EXCEPT FOR WARRANTY OF TITLE.
<br /> CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORRECTION OF NON-CONFORMITIES
<br /> IN THE MANNER AND FOR THE PERIOD OF TIME PROVIDED ABOVE SHALL CONSTITUTE CONTRACTOR'S
<br /> SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR FAILURE OF CONTRACTOR TO MEET ITS
<br /> WARRANTY OBLIGATIONS, WHETHER CLAIMS OF CUSTOMER ARE BASED IN CONTRACT, IN TORT
<br /> (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. Parts or materials supplied, but not
<br /> manufactured by Contractor, are warranted solely by the manufacturer. Contractor's obligation under this Warranty
<br /> is conditioned upon receipt of all payments due from Customer.
<br /> 12. ASSIGNMENT: Neither party shall assign this Agreement or any of its rights and interests herein without the
<br /> prior written consent of the other party. Notwithstanding anything in this Agreement or otherwise to the contrary,
<br /> upon written notice to the other party, either party may assign this Agreement or any of its rights and interests
<br /> herein to: (i)any parent,subsidiary, affiliated or successor corporation; or the purchaser of any of these entities; (ii)
<br /> any corporation to which the party has sold all or substantially all of its assets(including the purchaser of any of the
<br /> party's subsidiaries); or(iii)any corporation or legal entity with which the party may merge or consolidate.
<br /> 13. SUBCONTRACTING: Contractor reserves the right to subcontract any portion of Service provided for under
<br /> this Agreement without the prior consent of Customer.
<br /> 14. INDEMNITY: Subject to Section 15 herein, Contractor shall defend, indemnify and hold harmless Customer,
<br /> its officers, employees and agents, from and against any and all claims, liabilities, damages, demands, losses,
<br /> causes of action and suits, including reasonable attorney's fees incident thereto, to the extent they result directly
<br /> from or out of(1) any injury to or death of any person or damage to or destruction of any property caused by the
<br /> negligent acts, errors, omissions or willful misconduct of Contractor, its agents or employees, and (2) any violation
<br /> of federal or state law, regulation, order, rule or of any other governmental authority having jurisdiction by
<br /> Contractor, its employees or agents.
<br /> 15. LIABILITY: Notwithstanding anything in this Agreement or otherwise to the contrary, in no event shall
<br /> Contractor or Customer, or their respective officers, directors, employees or agents be. liable to the other for any
<br /> incidental, indirect, special or consequential damages, such as, but not limited to, delay damages, lost profits or
<br /> revenue, lost data or lost opportunity damages, resulting from or in connection with any claim or cause of action,
<br /> whether brought in contract or in tort, even if Contractor or Customer knew or should have known of the possibility
<br /> of such damages. Under no circumstances shall the aggregate liability arising out of or in connection with this
<br /> Agreement exceed the price paid hereunder for the goods and services provided.
<br /> 16. PAYMENT: All payments are due net thirty(30)days in full from date of invoice. Customer shall be invoiced
<br /> for,and shall pay for,all Service not expressly provided for by the terms hereof,such as, but not limited to,site calls
<br /> involving no-fault found inspections where no corrective maintenance was required. If any payment is not made
<br /> when due, Contractor reserves the right to refuse to provide any further Service until such payment has been
<br /> received. Customer shall be liable for expenses, including reasonable attorneys' fees, associated with collection
<br /> proceedings for non-payment. In the event of early termination: i)Customer will be liable for any Service rendered to
<br /> the reasonable satisfaction of Customer prior to the effective date of termination;and ii)Contractor, at its discretion,
<br /> will provide a credit against any advance payments received as follows: a) a pro-rated amount based on the
<br /> terminated portion of the fixed-price fee due Contractor; or b) an amount based on the difference between the
<br /> amount paid by Customer prior to the effective date of early termination and the actual cost of Service completed
<br /> (including emergency repair calls)by Contractor prior to the effective date of early termination.
<br /> 17. TAX: Contractor's price is exclusive of any applicable tax. All orders will be subject to all applicable sales tax
<br /> unless a current tax exemption certificate is on file with Contractor covering the state where Covered Equipment
<br /> under this Agreement is located.
<br /> 18. PARTS: Parts removed for replacement shall be Contractor's property. Parts used from Customer-owned
<br /> spare parts kit shall be replaced by Contractor at no cost. Replacement parts shall be new or of the same quality as
<br /> new.
<br /> Terms and Conditions(T-0)
<br /> Rev.4/10
<br /> Page 3 of 4
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