Triton FT5000XP PC-BASED ATMS User Manual - Manual (Page 9)

ix
M
ODEL
RL/FT5000 XP U
SER
M
ANUAL
I
NTERPRETATION AND
O
THER
P
AROLE
E
VIDENCE
This writing is intended by the parties as final expression of their agreement and
is intended also as a complete and exclusive statement of the terms of their
agreement. No course of prior dealing between the parties and no usage of the
trade shall be relevant to supplement or explain any term used in these terms and
conditions. Acceptance or acquiescence in a course of performance rendered
under these terms and conditions shall not be relevant to determine the meaning
of these terms and conditions even though the accepting or acquiescing party
has knowledge of the performance and opportunity for objection. Whenever a
term defined by the Uniform Commercial Code, as adopted in Mississippi, is
used in these terms and conditions, the definition contained in the code is to
control.
Manufacturer shall not have any liability to the Distributor under any provision
of this clause if any infringement, or claim thereof, is based upon: (i) the use of
the goods in combination with other goods or devices which are not made by
Manufacturer; (ii) the use of the goods in practicing any process; (iii) the fur-
nishing to the Distributor of any information, date, service, or applications as-
sistance; or (iv) the use of the goods with modifications made by the Distributor.
The Distributor shall hold Manufacturer harmless against any expense, judg-
ment or loss for infringement of any patent or other intellectual property right
which results from Manufacturer’s compliance with the Distributor’s designs,
specifications or instructions. No costs or expenses shall be incurred for the
account of Manufacturer without the written consent of Manufacturer. The
foregoing states the entire liability of manufacturer with respect to infringe-
ment of patents or other intellectual property right by the goods or any part
thereof, or by their operation.
In the event that a final injunction shall be obtained against the Distributor’s use
of the goods or any of their parts by reason of infringement of a patent or other
intellectual property right or if in Manufacturer’s opinion the goods are likely to
become the subject of a claim of infringement of a patent or other intellectual
property right, Manufacturer will, at its option and at its expense, either procure
for the Distributor the right to continue using the goods, replace or modify the
same so they become non-infringing or grant the Distributor a credit for such
goods as depreciated and accept their return. The depreciation shall be an equal
amount per year over the lifetime of the goods as established by Manufacturer.
in any such action, provided the Manufacturer shall have had sole control of the
defense of any such action and all negotiations for its settlement or compro-
mise.