ARCHIVED REPORTS_2011_19 - Laserfiche WebLink

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u u u 0 C r &,e, ed Sumer TE.h.oia,.s CONFIDENTIAL AND PROPRIETARY b. THE SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND. ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IS HEREBY DISCLAIMED. With respect to parts/work manufactured by others, Seller shall, to the extent assignable, assign to Purchaser the warranty Seller receives from the manufacturer. Seller shall not be liable for any repairs, replacements, or adjustments to the Equipment or any costs of labor performed by Purchaser without Seller's prior written approval. c. The warranty obligation under this warranty for units outside the continental U.S is limited to the repair or replacement of defective parts and does not include removal or reinstallation of warranted parts. d. No equipment or part furnished by Seller shall be deemed to be defective by reason of normal wear and tear, failure to resist erosive or corrosive action by any fluid or gas, or by Purchaser's failure to properly store, install, operate, or maintain the equipment in accordance with good industry practices or specific recommendations of Seller. 11. Limitation of Liability. THE TOTAL LIABILITY OF SELLER SHALL NOT EXCEED THE PURCHASE PRICE OF THE EQUIPMENT. THE SELLER SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS CONTRACT. 12. Termination. Should the financial responsibility of Buyer at any time become unsatisfactory to Seller, Seller shall have the right to suspend performance of any order or require payment for any shipment hereunder in advance or require satisfactory security or other adequate assurance satisfactory to Seller. If Buyer fails to make payment in accordance with the terms of this Agreement or fails to comply with any provisions hereunder, Seller may, at its option, in addition to any other remedies, cancel any unshipped portion of this order, Buyer to remain liable for all unpaid accounts. In the event Buyer fails to make payment in accordance with the terms of this Agreement, the unpaid amount shall be deemed to be delinquent and the balance due shall bear interest at the maximum rate of interest permitted by applicable law until paid in full. Buyer agrees to pay all collection costs and expenses, including reasonable attorneys' fees incurred by Seller in collecting or attempting to collect such account. Payment by the Buyer for the price of the order shall be a condition precedent to Buyer's right to assert any claim against Seller. 13. Assignment. Neither Purchaser nor Seller shall assign or transfer the responsibilities of the contract or purchase order without the prior written consent of the other party, not to be unreasonably withheld. 14. Title and Risk of Loss. Title and risk of loss or damage to the Equipment shall pass to Purchaser FOB POINT OF MANUFACTURE. 15. Acceptance and Inspection. Purchaser shall have the right to reasonable inspection of the Equipment after delivery to destination. Inspection to be completed within fourteen (14) days of the date of delivery to destination. Purchaser to make all claims including shortages in writing within the fourteen- (14) day period or they are waived. There shall be no revocation of acceptance. 16. Delivery Schedule. Standard delivery is 12 weeks from receipt of order, however, shorter delivery is available. Shorter delivery must be agreed in writing between Purchaser and Seller. 17. Confidentiality. Buyer and its employees agree to maintain as confidential any Seller supplied proprietary information, regardless of form, and Buyer shall not disclose any such proprietary information to any other person or entity or use such proprietary information for its own purpose or benefit without Seller's written permission. Page 13 of 14 Documents/Quotations/2010.203.002AM