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SIEMENS Industry
<br /> (d.)Limited Warranty Period.Buyer shall have 12 months from initial operation of the Product or 18 months from shipment,whichever occurs first,to provide Siemens
<br /> with prompt,written notice of any claims of breach of the Limited Warranties.Continued use or possession of the Product after expiration of the warranty period shall be
<br /> conclusive evidence that the Limited Warranties have been fulfilled to the full satisfaction of Buyer,unless Buyer has previously provided Siemens with notice of a
<br /> breach of the Limited Warranties.
<br /> (e.)Remedies for Breach of Limited Warranty.Buyers sole and exclusive remedies for any breach of the Limited Warranties are limited to Siemens'choice of repair or
<br /> replacement of the Product,or non-conforming parts thereof,or refund of all or part of the purchase price.The warranty on repaired or replaced parts of the Product
<br /> shall be limited to the remainder of the original warranty period.Unless otherwise agreed to in writing by Siemens,(i)Buyer shall be responsible for any labor required to
<br /> gain access to the Product so that Siemens can assess the available remedies and(ii)Buyer shall be responsible for all costs of installation of repaired or replaced
<br /> Products.All exchanged Products replaced under this Limited Warranty will become the property of Siemens.
<br /> (f.)Transferability.The Limited Warranties shall be transferable during the warranty period to the initial end-user of the Product.
<br /> THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE SIEMENS'SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITS OF
<br /> LIABILITY SET FORTH IN SECTION 8 BELOW.SIEMENS MAKES NO OTHER WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,
<br /> WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,COURSE OF DEALING AND USAGE OF TRADE.
<br /> 8.LIMITATION OF LIABILITY. NEITHER SIEMENS,NOR ITS SUPPLIERS,SHALL BE LIABLE,WHETHER IN CONTRACT,WARRANTY,FAILURE OF A
<br /> REMEDY TO ACHIEVE ITS INTENDED OR ESSENTIAL PURPOSES,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY,INDEMNITY OR ANY OTHER LEGAL
<br /> THEORY,FOR LOSS OF USE,REVENUE,SAVINGS OR PROFIT,OR FOR COSTS OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANCE,OR FOR
<br /> INDIRECT,SPECIAL,LIQUIDATED,PUNITIVE,EXEMPLARY,COLLATERAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES,OR FOR ANY OTHER LOSS OR
<br /> COST OF A SIMILAR TYPE,OR FOR CLAIMS BY BUYER FOR DAMAGES OF BUYER'S CUSTOMERS.SIEMENS'MAXIMUM LIABILITY UNDER THIS
<br /> CONTRACT SHALL BE THE ACTUAL PURCHASE PRICE RECEIVED BY SIEMENS FOR THE PRODUCT AT ISSUE OR ONE MILLION DOLLARS,WHICHEVER
<br /> IS LESS.BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS ARTICLE ARE SEPARATE AND INDEPENDENT FROM ANY
<br /> REMEDIES WHICH BUYER MAY HAVE HEREUNDER AND SHALL BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL SUCH REMEDIES
<br /> SHALL BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF SIEMENS HAS BEEN
<br /> ADVISED BY THE BUYER OF THE POSSIBILITY OF SUCH DAMAGES.
<br /> 9.Patent and Copyright Infringement. Siemens will,at its own expense,defend or at its option settle any suit or proceeding brought against Buyer in so far as it is
<br /> based on an allegation that any Product(including parts thereof),or use thereof for its intended purpose,constitutes an infringement of any United States patent or
<br /> copyright,if Siemens is promptly provided notice and given authority,information,and assistance in a timely manner for the defense of said suit or proceeding.
<br /> Siemens will pay the damages and costs awarded in any suit or proceeding so defended.Siemens will not be responsible for any settlement of such suit or proceeding
<br /> made without its prior written consent.In case the Product,or any part thereof,as a result of any suit or proceeding so defended is held to constitute infringement or its
<br /> use by Buyer is enjoined,Siemens will,at its option and its own expense,either.(a)procure for Buyer the right to continue using said Product;(b)replace it with
<br /> substantially equivalent non-infringing Product;or(c)modify the Product so it becomes non-infringing.
<br /> Siemens will have no duty or obligation to Buyer under this Article to the extent that the Product is(a)supplied according to Buyer's design or instructions wherein
<br /> compliance therewith has caused Siemens to deviate from its normal course of performance,(b)modified by Buyer or its contractors after delivery,(c)combined by
<br /> Buyer or its contractors with devices,methods,systems or processes not furnished hereunder and by reason of said design,instruction,modification,or combination a
<br /> suit is brought against Buyer.In addition,if by reason of such design,instruction,modification or combination,a suit or proceeding is brought against Siemens,Buyer
<br /> shall protect Siemens in the same manner and to the same extent that Siemens has agreed to protect Buyer under the provisions of the Section above.
<br /> THIS ARTICLE IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OF THE PARTIES RELATING TO PATENTS AND COPYRIGHTS,AND DIRECT OR
<br /> CONTRIBUTORY PATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF BUYER RELATING TO ANY CLAIMS,SUITS,OR PROCEEDINGS INVOLVING
<br /> PATENTS AND COPYRIGHTS.
<br /> 10.Compliance with Laws. Buyer agrees to comply with all applicable laws and regulations relating to the purchase,resale,exportation,transfer,assignment,
<br /> disposal or use of the goods.
<br /> 11.Changes in Work. Siemens shall not implement any changes in the scope of work unless Buyer and Siemens agree in writing to the details of the change and
<br /> any resulting price,schedule or other contractual modifications.Any change to any law,rule,regulation,order,code,standard or requirement which requires any
<br /> change hereunder shall entitle Siemens to an equitable adjustment in the prices and any time of performance.
<br /> 12.Non waiver of Default. Each shipment made hereunder shall be considered a separate transaction.In the event of any default by Buyer,Siemens may decline to
<br /> make further shipments.If Siemens elects to continue to make shipments,Siemens'actions shall not constitute a waiver of any default by Buyer or in any way affect
<br /> Siemens'legal remedies for any such default.Any waiver of Siemens to require strict compliance with the provisions of this contract shall be in writing and any failure of
<br /> Siemens to require such strict compliance shall not be deemed a waiver of Siemens'right to insist upon strict compliance thereafter.
<br /> 13.Final Written Agreement;Modification of Terms. These terms,together with any quotation,purchase order or acknowledgement issued or signed by Siemens,
<br /> comprise the complete and exclusive agreement between the parties(the"Agreement")and supersede any terms contained in Buyer's documents,unless separately
<br /> signed by Siemens.These terms may only be modified by a written instrument signed by authorized representatives of both parties.
<br /> 14.Assignment. Neither party may assign the Agreement,in whole or in part,nor any rights or obligations hereunder without the prior written consent of the other;
<br /> provided however that Siemens may assign its rights and obligations under these terms to its affiliates and Siemens may grant a security interest in the Agreement
<br /> and/or assign proceeds of the Agreement without Buyer's consent.
<br /> 15.Applicable Law and Jurisdiction. These terms are governed and construed in accordance with the laws of the State of Delaware,without regard to its conflict of
<br /> laws principles.The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.BUYER WAIVES ALL RIGHTS TO A
<br /> JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THESE TERMS.
<br /> 16.Severability. If any provision of these terns is held to be invalid,illegal or unenforceable,the validity,legality and enforceability of the remaining provisions will not
<br /> in any way be affected or impaired,and such provision will be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance
<br /> with applicable law.
<br /> 17.Export Compliance. Buyer acknowledges that Siemens is required to comply with applicable export laws and regulations relating to the sale,exportation,transfer,
<br /> assignment,disposal,and usage of the Products provided under the Contract,including any export license requirements.Buyer agrees that such Products shall not at
<br /> any time directly or indirectly be used,exported,sold,transferred,assigned or otherwise disposed of in a manner which will result in non-compliance with such
<br /> applicable export laws and regulations.It shall be a condition of the continuing performance by Siemens of its obligations hereunder that compliance with such export
<br /> laws and regulations be maintained at all times.BUYER AGREES TO INDEMNIFY AND HOLD SIEMENS HARMLESS FROM ANY AND ALL COSTS,LIABILITIES,
<br /> PENALTIES,SANCTIONS AND FINES RELATED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS.
<br /> 1901 W Garden Rd Tel:+1-856-507-9000
<br /> Siemens Industry,Inc Vineland,NJ 08360 Fax:+1-856-507-4079
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