Operat ion and Maintenance Manual
QTS Series Twin Screw Positive Displacement Pump
14.
INFRINGEMENT. Seller at its expense will defend and hold Purchaser harmless from and
against all damages, costs and expenses arising from any valid claim of infringement by a third
party with respect to any patent or other intellectual property rights (collectively, the “Intellectual
Property Rights”) caused by Products originally manufactured by Seller, provided Purchaser
(a) has not modified such Products, (b) gives Seller immediate notice in writing of any claim or
commencement or threat of suit, and (c) permits Seller to defend or settle the same, and gives
all immediate information, assistance and authority to enable Seller to do so. In the event any
such originally manufactured Products are held to infringe an Intellectual Property Right and if
Purchaser’s use thereof is enjoined, Seller will, at its expense and option: (1) obtain for Purchaser
the right to continue using the Products, (2) supply non-infringing Products, (3) modify the Pro-
ducts so that they become non-infringing, or (4) refund the then market value of such Products.
In no event shall Seller’s liability exceed the sale price of the infringing Products. THE FORE-
GOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO
ANY CHARGE OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT AND IS IN LIEU
OF ANY STATUTORYWARRANTY RELATING TO INFRINGEMENT. Notwithstanding the fore-
going, Seller shall have no liability as to any Products or parts thereof that are manufactured or
modified by Purchaser or a third party, or that are manufactured or modified by Seller in
accordance with Purchaser’s specifications. Purchaser will defend and hold Seller harmless
from and against all damages, costs, and expenses whatsoever arising from any claim for
infringement of any Intellectual Property Rights relating to Products that have been
manufactured or modified by Seller according to specifications provided by Purchaser.
15.
CERTAIN LAWS. Seller will comply with the applicable requirements of the Fair Labor
Standards Act of 1938, as amended, Executive Order 11246, and THE rules, regulations and
orders of the Secretary of Labor relating thereto.
16. PERIOD FOR ACCEPTING QUOTATIONS. Unless accepted without modification within
thirty (30) days of issuance, or prior to withdrawal by Seller if earlier, all quotations automatically
expire at the end of such thirty (30) day period.
17.
PROVISIONS FOR INTERNATIONAL TRANSACTIONS. The following provisions shall
apply if the Products are to be shipped to Purchaser at a location outside the United States, and
apply regardless of other provisions set forth in these Terms and C o n d i t i o n s :
(a)
The 1980 United Nations Convention on Contracts for the International Sale of
Products shall not apply.
(b)
Except as otherwise provided expressly stated in the agreement, terms of delivery
are Ex-Works (within the meaning of INCOTERMS 2000) and all customs fees, import duties,
cargo insurance, taxes and other charges imposed on or relating to the purchase or sale of the
Products shall be paid by Purchaser in addition to the stated price.
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Ampco Pumps Company QTS Manual M-030 Rev A 1.16
