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7. DELIVERY;FORCE MAJEURE.Unless otherwise stated in Seller's quotation,all periods stated fordelivery or completion run from the Effective Date
<br /> and are to be treated as estimates only and are not guaranteed.If Seller is delayed in o rprevented from performing any of its obligations under the
<br /> Contract due to the acts oromissions of Buyeror its agents,the delivery/completion period and the Contract Price shall both be adjusted as necessary.
<br /> If delivery is delayed due to any act oromission of Buyer,or if having been notified thatthe Goods are ready for shipment,Buyer fails to take delivery or
<br /> provide adequate shipping instructions,Seller shall be entitledto place the Goods into storage at Buyer's expense.Upon placing the Goods into
<br /> storage,delivery shall be deemed to be complete,risk in the Goods shall pass to Buyer and Buyer shall pay Seller accordingly.The Contract(other
<br /> than Buyer's obligation to pay all sums due to Sellerin accordance with the Contract)shall be suspended,without liability,in the event and to the extent
<br /> that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected,including but not limited to:
<br /> Act of God,war,armed conflict orterrorist attack,riot,fire,explosion,accident,flood,disease,health epidemic or pandemic,sabotage;governmental
<br /> decisions oractions(including but not limited to prohibition of exports or re-exports or the failure to grant orthe revocation of applicable export licenses)
<br /> or labor trouble,strike,lockout or injunction.Seller shall have no obligation to deliver any hardware,software,services or technology unless and until it
<br /> has received any necessary licenses or authorizations or has qualified forgeneral licenses orlicense exceptions under applicable import,export control
<br /> and sanctions laws,regulations,orders and requirements,as they may be amended from time to time(including without limitation those of the United
<br /> States,the European Union and the jurisdiction in which Selleris established or from which the items are supplied).If forany reason any such licenses,
<br /> authorizations or approvals are denied or revoked,or if there is a change in any such applicable laws,regulations,orders orrequirements that would
<br /> prohibit Seller from fulfilling the Contract or would in the reasonable judgmentof Seller otherwise expose Seller to a risk of liability under applicable
<br /> laws,regulations,orders or requirements,Seller shall be relieved without liability of all obligations underthe Contract.If either party is delayed or
<br /> prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendardays,either party may terminate the then
<br /> unperformed portion of the Contract by notice in writing given to the other party,without liability provided that Buyer shall be obliged to pay the
<br /> reasonable cost and expense of any work in progress and to pay ford Goods delivered and Services performed as at the date of termination.Seller
<br /> may deliver by installments,and each delivery shall constitute a separate Contract.Failure by Seller to deliver any one or more of the installments in
<br /> accordance with their terns shall not entitle Buyer to terminate the whole Contract or treat it as Repudiated.
<br /> 8. INSPECTION.Buyer shall inspect the goods immediately upon the receipt thereof.All claims forshortfalls in quantity or for incorrect delivery orfor any
<br /> alleged defect in Seller's performance under this Contract,capable of discovery upon reasonable inspection,must be fully set forth in writing and
<br /> received by Seller within five days of Buyer's receipt of the Goods.Failure to make any such claim within said period shall constitute a waiverof such
<br /> claim and an irrevocable acceptance of the Goods by Buyer.
<br /> 9. DEDUCTIONS AND RETURNS.Buyer must contact the factory before returning any merchandise.Goods in new,unused and undamaged condition
<br /> that are resalable as new products without modification or repackaging may be returned to Seller for credit only upon the Seller's priorwritten consent
<br /> (such consent to be in the sole discretion of SeHer)and upon terms specified by Seller,including prevailing restocking,freight,and handing charges.A
<br /> Return Material Authorization(RMA)must be obtained before returning merchandise for credit.All returns are subject to inspection of merchandise and
<br /> any defects in the units will be charged back to the Buyer at the cost of parts and labor.Credit deductions will not be honored unless covered by an
<br /> RMA.Buyerassumes all risk of loss for such returned goods until actual receipt thereof by Seller.Agents of Sellerare not authorized to accept returned
<br /> goods or to grant allowances or adjustments with respect to Buyer's account.
<br /> 10. LIMITED WARRANTY.
<br /> NOTICE:IF ANY GOODS,INCLUDING ANY COMPONENT PART OF ANY GOODS,OR SERVICES SOLD BY SELLER ARE ACCOMPANIED BY
<br /> A SEPARATE MANUFACTURER'S WARRANTY COVERING SUCH GOODS OR SERVICES,THE TERMS OF SUCH WARRANTY,INCLUDING
<br /> ALL IMITATIONS OF SUCH WARRANTY,SHALL GOVERN THOSE GOODS OR SERVICES,AND ANY WARRANTY OF SELLER OTHERWISE
<br /> APPLICABLE TO SUCH GOODS OR SERVICES SHALL NOT APPLY.
<br /> A.Goods.Subject to the foregoing,Seller's limited warranty forany new Goods which are the subject of any Sellers acknowledgment of Buyer's order
<br /> may be found at www.fedsiq.corn/SSG-Warranty,ormaybe obtained by writing to Federal Signal Corporation,2645 Federal Signal Drive,University
<br /> Park,IL 60484;by email to info anfederalsianal.com;or by calling 708/534-3400.
<br /> B.Services Seller warrants that Services provided by Seller will be performed with all reasonable skill,care and diligence and in accordance with
<br /> standard industry practice.Seller will correct defects in Services provided by Seller and reported to Seller within ninety days after completion of such
<br /> Services.Services corrected in accordance with this Section shall be subject to the foregoing warranty for an additional ninety days from the date of
<br /> completion of correction of such Services.
<br /> 11. REMEDIES AND LIMITATIONS OF LIABILITY.The remedies contained the preceding paragraph constitute the sole recourse against Sellerforbreach
<br /> of any of Seller's obligations underthe Contract,whetherof warranty or otherwise.In no event shall Seller be liable forconsequential damages nor shat
<br /> Seller's liability on any claim for any direct,incidental,consequential or special damages arising out of orconnected with the Contract,or the
<br /> manufacture,sale,delivery or use of the Goods or Services exceed the purchase price of the Goods or Services.The term'consequential damages'
<br /> shall include,but not be limited to,loss of anticipated profits,business interruption,loss of use,revenue,reputation and data,costs incurred,including
<br /> without limitation,for capital,fuel,powerand loss or damage to property orequipment.It is expressly understood thatany technical advice furnished by
<br /> Seller with respect to the use of the Goods is given without charge,and Seller assumes no obligation ortiabilty forthe advice given,or results obtained,
<br /> all such advice being given and accepted at Buyer's risk
<br /> 12. LIMITED INDEMNITY AGAINST INFRINGEMENT.Seller shall,at its own expense,defend any litigation resulting from sale of the Goods to the extent
<br /> that such litigation alleges that the Goods orany part thereof infringes any United States patent,copyright,ortrademark,provided that such claim does
<br /> not arise from the use of the Goods in combination with equipment ordevices not made by Seller or from modification of the Goods,and further
<br /> provided that Buyer notifies Seller immediately upon its obtaining notice of such impending claim and cooperates fully with Seller in prepanng a
<br /> defense.If Buyer provides to Seller the authority,assistance,and information Seller needs to defend or settle such claim,Sellershall pay any final
<br /> award of damages in such suit and any expense Buyer incurs at Seller's written request,but Seller shall not be liable for a settlement made without its
<br /> prior written consent.If the Goods are held to be infringing and the use thereof is enjoined,Seller shall,at its option,either(i)procure for the Buyer the
<br /> right to use the Goods,(ii)replace the Goods with others which do not constitute infringement,or(iii)remove the infringing Goods and refund the
<br /> payment(s)made therefor by Buyer.The foregoing states the Buyer's sole remedy for,and Seller's entire liability and responsibility for,infringement of
<br /> any patent,trademark,orcopyright relating to the Goods provided hereunder,THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY
<br /> OR IMPLIED WARRANTY AGAINST INFRINGEMENT.
<br /> 1.18.2021 Federal Signal Corporation 2
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