2 KHZ INVERTER WEDLING POWER SUPPLY
990-057
xv
(b)
IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD
HEREUNDER.
(c)
ALL WARRANTIES SET FORTH HEREIN, DIRECT OR IMPLIED, ARE VOIDED IF THE INITIAL INSTALLATION AND START-UP OF THE SUBJECT GOOD IS NOT
SUPERVISED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. AFTER INSTALLATION, ANY RE-ALIGNMENT, RE-CLEANING, OR RE-CALIBRATION,
PROVIDED THEY ARE NOT RELATED TO A PROVEN DEFECT IN MATERIALS OR WORKMANSHIP, SHALL BE PERFORMED BY AN AUTHORIZED
REPRESENTATIVE OF SELLERAT THE CURRENT SERVICE RATES.
(d)
WHERE GOODS ARE SUBJECT TO A MOVE TO ANOTHER LOCATION AFTER THE ORIGINAL INSTALLATION HAS BEEN MADE, THE WARRANTY MAY BE
MAINTAINED ONLY IF SUPERVISED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. SELLER, FOR A SERVICE CHARGE, WILL ARRANGE FOR AND
SUPERVISE THE DISCONNECTION, TRANSPORTATION, REINSTALLATION AND START-UP OF THE EQUIPMENT. CLAIMS FOR DAMAGE IN SHIPMENT ARE
THE RESPONSIBILITY OF BUYER AND SHALL BE FILED PROMPTLY WITH THE TRANSPORTATION COMPANY.
14. Return Goods Policy.
Seller’s products may be returned to Seller for credit within sixty (60) days of shipment subject to the following conditions.
(a) In order to return products for credit, Buyer must obtain a RMA number from Seller. Upon receipt, it must be executed by an authorized person and
then returned with the Goods. Goods returned to Seller without a RMA will be returned at Buyer’s expense.
(b) Goods are to be returned to Seller at 1820 South Myrtle Avenue, Monrovia, CA 91016 with Freight Prepaid. Seller will not accept collect shipments.
(c) Restocking fees will be assessed in accordance with the following schedules: (i) Goods returned within the first thirty (30) days from shipment date will
be restocked less twenty percent (20%) of the amount billed on the original invoice. (ii) Goods returned over thirty (30) days of shipment but less than sixty
(60) days will be restocked less thirty percent (30%) of the amount billed on the original invoice. (iii) No returns are allowed after sixty (60) days from the
original shipping date.
(d) The restocking fees set forth above are the minimum fees. If a returned Good requires rework to restore it to a saleable condition, further charges will
be assessed. Seller’s quality assurance department will document the condition of the Goods when received by Seller and report their findings to Buyer.
(e)
Notwithstanding the foregoing provisions of this Section 14, the following Goods cannot be returned, are not eligible for any credit and cannot be
restocked: (i) custom or modified products and (ii) any expendable product(s) that have been used.
15. Compliance with Law and Indemnification.
Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all
the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all
export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Goods, Services and
technical data delivered by Seller shall be subject to U.S. export controls. Buyer shall, and shall cause its customers to, obtain all licenses, permits and
approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the applicable government and other
competent authorities. Buyer will indemnify and hold Seller harmless for any violation or alleged violation by Buyer of such laws, rules, policies or procedures.
Buyer shall not transmit, export or re-export, directly or indirectly, separately or as part of any system, the Goods or any technical data (including processes
and Services) received from Seller, without first obtaining any license required by the applicable government, including without limitation, the U.S.
government. Buyer also certifies that none of the Goods or technical data supplied by Seller under this Agreement will be sold or otherwise transferred to,
or made available for use by or for, any entity that is engaged in the design, development, production or use of nuclear, biological or chemical weapons or
missile technology. No Buyer information will be deemed “technical data” unless Buyer specifically identifies it to Seller as such. Buyer assumes all
responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority
imposes antidumping or countervailing duties or any other penalties on Goods. For all international shipments, Seller requires that all required Export
Control documentations, including Form BIS-711 Statement by Ultimate Consignee and Purchases, are submitted by Buyer along with the purchase order.
Seller reserves the right to postpone shipment until all documentations are completed and submitted to Seller. Seller will not be responsible for shipment
delays due to non-compliance by Buyer of the foregoing two sentences.
16. Termination.
In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon
written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Buyer’s receipt
of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files
a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the
benefit of creditors.
17. Waiver.
No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to
exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No
single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.
18. Confidential Information.
All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns,
designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed
orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,”
in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in
advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be
entitled to injunctive relief for any violation of this Section 18. This Section 18 does not apply to information that is: (a) in the public domain through no
fault of Buyer; (b) known to Buyer at the time of disclosure without restriction as evidenced by its records; or (c) rightfully obtained by Buyer on a non-
confidential basis from a third party.
19. Force Majeure.
Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay
in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond
