Triton FT5000 User Manual - Manual (Page 9)

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M
ODEL
FT5000 U
SER
M
ANUAL
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 prop-
erty 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.
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 Manufac-
turer; (ii) the use of the goods in practicing any process; (iii) the furnishing to the
Distributor of any information, date, service, or applications assistance; or (iv) the
use of the goods with modifications made by the Distributor. The Distributor shall
hold Manufacturer harmless against any expense, judgment 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 infringement of patents or other intellectual property right by the
goods or any part thereof, or by their operation.
Interpretation and Other Parole Evidence
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 Uni-
form Commercial Code, as adopted in Mississippi, is used in these terms and condi-
tions, the definition contained in the code is to control.
Modifications
These terms and conditions can be modified or rescinded only by writing signed by
both the parties or their duly authorized agents.