FORD VMM - Manual (Page 25)

" # " $ % &
))
warranties, agreements or understandings, whether oral or written, not specifically set forth in
these Terms and Conditions.
11. Personal Property. Equipment (including the Software, if applicable) shall be kept at Buyer’s
premises and shall remain personal property regardless of how and to what degree it may be
affixed or attached to any building or structure or what may be the consequence of its removal
from such building or structure. Buyer shall not encumber the Equipment (including Software, if
applicable) until all amounts owing to Seller hereunder are paid. In addition, Seller grants to Buyer,
and Buyer accepts, a nonexclusive license to use the Equipment (including the Software, if
applicable) in accordance with the terms and conditions set forth herein. The license (and
Equipment) shall not be leased, sold, assigned or otherwise transferred, in whole or in part.
Insurance and Indemnification. Buyer shall defend, indemnify and hold harmless Seller, its
subsidiaries, affiliates and agents from and against, and at Buyer’s own expense provide
insurance satisfactory to Seller covering any and all losses, damages, claims, expenses and other
liabilities (including attorneys’ fees) relating to or arising out of: (i) damage, loss, theft or destruction
of the Equipment, or (ii) death, injury or property damage connected with the use, operation or
condition (including without limitation, defects whether or not discoverable by any party) of the
Equipment. Buyer shall promptly notify Seller of any such claim. Seller shall have the right to
participate, at its own expense, in any proceeding for which Buyer has undertaken the defense of
Seller, and in no event shall Buyer settle any claim against Seller without Seller’s prior written
consent. Buyer shall provide evidence of such insurance to Seller upon demand. Seller is under no
obligation to examine any insurance certificate or advise Buyer that its insurance does not comply
with the requirements set forth herein. The losses covered by insurance shall in all cases be
payable to Seller and Buyer as their interests may appear. If Buyer fails to insure the Equipment as
herein provided, Seller may, but is not obligated to, place such insurance upon the Equipment and
the Buyer agrees to pay to Seller on demand the premiums for such insurance placed by Seller. In
no event shall any insurance coverage be deemed to limit or replace Buyer’s obligation to
indemnify Seller as provided herein.
12. Seller's Remedies. In the event Buyer breaches this Agreement, Seller has all the remedies
available to a seller under this contract and may pursue any other remedy available at law or in
equity. Should legal proceedings be instituted by Seller to recover any amounts due hereunder or
to take possession of the Equipment, buyer shall pay all collection and legal expenses (including
court costs and reasonable attorneys' fees). Seller's rights shall be cumulative and action on one
right shall not be deemed to constitute an election or waiver of the other rights to which Seller may
be entitled.
15. Termination for Convenience. If Buyer notifies Seller that it wishes to terminate any order or this
contract for its convenience and Seller accepts such termination, Seller will stop all work as
promptly as practical, but Buyer shall be responsible for (a) a termination charge equal to 10% of
the purchase price of the Equipment prior to shipment of the Equipment or (b) a restocking charge
of 15% of the purchase price of the Equipment if written notice of termination is received by Seller
subsequent to shipment of the Equipment The parties agree that these charges represent
liquidated damages and are not a penalty.
13. General. The waiver by either party of, or failure to claim, a breach of any provision of this contract
shall not be deemed to be a waiver of any provision of this contract, shall not be deemed to be a
waiver of any subsequent breach or to affect in any way the effectiveness of such provision. This
contract constitutes the entire agreement between the parties and may not be changed except by
an instrument in writing signed by parties. This contract may not be assigned by Buyer without the