Roper G12-436 - Manual (Page 26)

other documents necessary to perfect such interests and liens. If Buyer defaults in its obligations under the Order
Acknowledgement before the price (including any notes given therefore) of the equipment has been fully paid in cash,
Seller may take any and all actions permitted by law to protect its interests including, where permissible, repossession of
such equipment.
SHIPMENTS: All sales are Ex-Works Factory (as such term is defined by the International Chamber of Commerce as of
the date hereof). Shipping contracts made by Seller shall be to Buyer's account. All claims for loss or damage after risk of
loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the full price of the
goods, irrespective of loss or damage in transit. Seller shall not be required to provide freight cost receipts to Buyer at the
time of invoice. Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading,
unloading, storage, freight, and insurance. Goods may be shipped to Buyer in whole or in part. Title to goods shall pass to
Buyer when delivered to the carrier or the Buyer, whichever occurs first, even if the goods are shipped freight prepaid.
Among other things, a signed delivery receipt or bill of lading will constitute proof of delivery. The choice of carrier is made
solely at the discretion of Seller, and Seller makes no representation as to the acceptability of a particular carrier. Except
when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although
Seller will strive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or any
other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of
delay, whether or not such delay was caused by Seller or otherwise. Seller reserves the right to backorder any goods and
to ship from backorder in such order as Seller determines.
LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in
material and workmanship for 12 months from date of shipment (except for specified products with warranties that
supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees,
though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured
by Seller will vary depending upon the Buyer's frequency of use, application, and other factors, with regard to such goods.
In that respect, notwithstanding any other provision to the contrary in the Agreement, these Terms and Conditions, or the
Order Acknowledgement, the Seller specifically does not warrant the useful life of any product. If a failure to conform to
specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in
writing within thirty (30) days, which notification, in any event must be received no later than 12 months from the date of
shipment. Within a reasonable time after such notification, Seller will correct any failure to conform to specifications or any
defect in materials or workmanship, or in lieu of such repair, and at its sole option, shall replace the equipment. THE
ABOVE ARE THE BUYER'S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. Seller does not warrant: (a)
defects caused by failure to provide suitable installation environment for the product, (b) damage caused by use of the
product for purposes other than those for which it was purchased, (c) damage caused by disasters such as fire, flood,
wind, and lightning, (d) damage caused by unauthorized attachments, or modification, (e) any other abuse or misuse by
the Buyer, including improper installation; or (f) goods which have been damaged or altered by Buyer or its customers.
Each good sold by Seller to Buyer shall be deemed to be without defect and in conformity with its specifications and the
terms of this Agreement and the associated Order Acknowledgement even though reasonable variances may exist. As a
result, Seller cannot and does not guarantee that goods sold hereunder, whether in whole or in part, will exactly match in
specification or otherwise, and Buyer acknowledges that reasonable variance is permissible. Additionally, Seller shall
have no liability if a good does not conform to any applicable state, county or local ordinance, as the conformity of a good
to each state, county and local ordinance is the sole responsibility of the Buyer. Seller reserves the right to change its
goods and the components of its goods without prior notice to Buyer, although in circumstances where an order from
Buyer has been accepted by Seller, Seller will use commercially reasonable efforts to ensure that such change will not
affect performance of the good in a materially adverse manner.
EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO
OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT
AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF
MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED
EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES,
DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS
PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.
INDEMNITY; LIABILITY LIMITATION: Buyer hereby agrees to indemnify, reimburse in full, defend and hold harmless
Seller, its subsidiaries, affiliates, officers, directors, personnel and agents from and against any and all liability, claims,
suits, actions, losses, costs or expenses including (without limitation) reasonable attorneys' fees relating to or arising out
of any claim or demand (a) for any Taxes or related penalties and interest, (b) due to Buyer's breach of the Order
Acknowledgement; (c) that Buyer's customers or a third party may make against Seller based upon or arising from
damage due to the acts and/or omissions of Buyer or due to the installation of the goods; (d) for infringement or
misappropriation of a third party's intellectual property rights based upon Seller's incorporation of any designs, formulas or
specifications in any goods where such designs, formulas or specifications have been specifically ordered or requested by
Buyer. To the maximum extent allowable under applicable law and excluding those liabilities that by law Seller cannot limit
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