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0 TEREX..
<br />any photographs, images, videos, representations, statements or other assertions made by Seller with respect to the used Equipment's
<br />condition, but is relying upon its own knowledge and/or inspection of the used Equipment.
<br />10. Remedies for Breach. IN THE EVENT OF ANY BREACH OF THE WARRANTY BY SELLER, THE PARTIES AGREE THAT
<br />SELLER'S LIABILITY SHALL BE LIMITED EXCLUSIVELY TO THE REMEDIES OF REPAIR OR REPLACEMENT (AT SELLER'S
<br />SOLE DISCRETION) OF ANY DEFECTIVE EQUIPMENT COVERED BY THE WARRANTY. In no event shall any repair or
<br />replacement of any defective equipment covered by the Seller's warranty extend the length of the warranty beyond the period specified
<br />in Section 8 herein.
<br />11. Limitation of Liability. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, Seller and
<br />its affiliates shall not be liable for, and specifically disclaim, any liability for any: (a) LOST PROFITS and/or business
<br />interruption (WHETHER DIRECT OR INDIRECT); and (b) indirect, incidental, consequential (whether direct or indirect) or other
<br />damages or losses of any kind whatsoever, including, without limitation, labor costs, lost profits, loss of use of other
<br />equipment, third party repairs, personal injury, emotional or mental distress, improper performance or work, penalties of any
<br />kind, loss of service of personnel, or failure of Products to comply with any federal, state, provincial or local laws, regardless
<br />of whether arising from a breach of contract, or warranty, legal claims or otherwise. Nothing in this Section shall operate to
<br />exclude Seller's liability for death or personal injury when directly related to Seller's negligent act or omission.
<br />12. Limitation of Actions. Any action for breach of this agreement must be commenced within one (1) year after the cause of action
<br />has accrued.
<br />13. Specification Changes. In the event Seller incurs additional expense because of changes in specifications or drawings previously
<br />approved by Buyer, or in the event Seller is required to modify the ordered Equipment, perform any additional work or supply any
<br />additional Products, the additional expense shall be added to the purchase price. Buyer must submit to Seller a revised purchase order
<br />specifying any and all requested changes. Upon receipt of Buyer's revised purchase order, Seller shall have the right, in its sole
<br />discretion, to accept or reject any changes in specifications requested by Buyer.
<br />14. Trade-in Offers. Trade-in offers are subject to Seller's inspection and acceptance of the equipment, which must have been
<br />maintained to U.S. Department of Transportation operating and safety standards. All accessories on the equipment, including without
<br />limitation jibs, winches, pintle hooks and trailer connectors, must remain with the equipment unless otherwise agreed by Seller and
<br />Buyer in writing. Seller reserves the right to cancel any trade-in offers or agreements if these conditions are not met, or if Buyer has
<br />misrepresented any information about the trade-in unit.
<br />15. Insurance. Until the purchase price of any Products is paid in full, the Buyer shall provide and maintain insurance equal to the total
<br />value of the Equipment delivered hereunder against customary casualties and risks; including, but not limited to fire and explosion, and
<br />shall also insure against liability for accidents and injuries to the public or to employees, in the names of Seller and Buyer as their
<br />interest may appear, and in an amount satisfactory to Seller. If the Buyer fails to provide such insurance, it then becomes the Buyer's
<br />responsibility to notify the Seller so that the Seller may provide same; and the cost thereof shall be added to the contract price. All loss
<br />resulting from the failure to affect such insurance shall be assumed by the Buyer.
<br />16. Patents, Copyrights, Trademarks, Confidentiality. No license or other rights under any patents, copyrights or trademarks owned
<br />or controlled by Seller or under which Seller is licensed are granted to Buyer or implied by the sale of Products hereunder. Buyer shall
<br />not identify as genuine products of Seller products purchased hereunder which Buyer has treated, modified or altered in any way, nor
<br />shall Buyer use Seller's trademarks to identify such products; provided, however, that Buyer may identify such products as utilizing,
<br />containing or having been manufactured from genuine products of Seller as treated, modified or altered by Buyer or Buyer's
<br />representative, upon prior written approval of Seller. All plans, photographs, designs, drawings, blueprints, manuals, specifications and
<br />other documents relating to the business of Seller ("Information") shall be and remain the exclusive property of Seller and shall be
<br />treated by Buyer as confidential information and not disclosed, given, loaned, exhibited, sold or transferred to any third party without
<br />Seller's prior written approval; provided, however, that these restrictions shall not apply to Information that Buyer can demonstrate: (a)
<br />at the time of disclosure, is generally known to the public other than as a result of a breach of this Agreement by Buyer; or (b) is already
<br />in Buyer's possession at the time of disclosure by from a third party having a right to impart such Information.
<br />17. Default and Seller's Remedies. In the event of default by Buyer, all unpaid sums and installments owed to Seller, shall, at Seller's
<br />sole option, become immediately due and payable without notice of any kind to Buyer. In addition to its right of acceleration, Seller may
<br />pursue any and all remedies allowed by law or in equity, including but not limited to any and all remedies available to it under the
<br />Delaware Uniform Commercial Code. In addition to the foregoing, and not in limitation thereof, Seller shall have the right to set off any
<br />credits or amounts owed to Buyer against any amounts owed by Buyer to Seller.
<br />18. Indemnification by Buyer. Buyer hereby agrees to indemnify, release, defend and hold harmless Seller, its directors, officers,
<br />employees, agents, representatives, successors, and assigns against any and all suits, actions or proceedings at law or in equity
<br />(including the costs, expenses and reasonable attorney's fees incurred in connection with the defense of any such matter) and from any
<br />and all claims demands, losses, judgments, damages, costs, expenses or liabilities, to any person whatsoever (including Buyer's and
<br />Seller's employees or any third party), or damage to any property (including Buyer's property) arising out of or in any way connected
<br />with the performance or the furnishing of Products under this agreement, regardless of whether any act, omission, negligence (including
<br />any act, omission or negligence, relating to the manufacture, design, repair, erection, service or installation of or warnings made or lack
<br />thereof with respect to any Products furnished hereunder) of Seller, its directors, officers, employees, agents, representatives,
<br />Clty COUI`�gkrex USA, LLC dba Terex Utilities, Terms and Nnditik of Sale, U.S. and Canada (ex1eptVOIN?L. 1 June 2023
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