Maintenance
Manual
13
Ampco
Pumps
Company
10. CHANGES
. Changes in any work to be performed hereunder may be made only upon Purchaser’s written instructions and acceptance by
Seller in its discretion. Any change in drawings, materials or design of the Products, or to tools, fixtures or other items used to produce the
Products, which affects Seller’s cost to produce the Products will entitle Seller to adjust the price to take into account any additional costs. If work
has been started, Seller shall be properly reimbursed for work already performed; if Products already produced are not accepted by Purchaser,
Seller has the right to adjust the price to take into account any additional costs caused by an increase or decrease in quantities or in the time
required for performance under the agreement.
11. TERMINATION
. After Seller has commenced work, ordered any materials or made any other commitments pursuant to the agreement, it may
be terminated only with the prior written agreement of Seller providing for equitable cancellation charges. Such charges shall reimburse Seller for
any completed items at the contract price, and for any work-in-process items at the contract price less the cost to complete. Termination on any
other basis must be specifically agreed on in writing in advance between Purchaser and Seller.
12. DEFERRED DELIVERIES
. Orders or deliveries will be deferred only upon the prior written agreement of Seller in its discretion, and then only
upon the following conditions:
(a) The deferral period may not exceed sixty (60) days. At the end of the deferral period, if no release is provided by Purchaser, Seller
reserves the right to render an invoice for and ship the completed portion of the order to the destination specified in Purchaser’s order, or to store
such material at Purchaser’s expense at Seller’s standard storage charges then in effect.
(b) For the portion of the order that is not completed, if no release is provided by Purchaser at the expiration of the deferral period, Seller
reserves the right to render an invoice for any completed items at the contract price, and for any work-in-process items at the contract price less the
cost to complete.
(c) Purchaser shall bear the risk of loss or damage to materials held at Purchaser’s request.
13. LIMITATION OF LIABILITY
. IN NO EVENT SHALL SELLER BE LIABLE UNDER ANY CIRCUMSTANCES: (a) FOR ANY INCIDENTAL,
CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LABOR COSTS) ARISING FROM
OR RELATING TO THE PRODUCTS OR THEIR SALE, USE OR INSTALLATION; (b) FOR DAMAGES TO PROPERTY (OTHER THAN THE
PRODUCTS PURCHASED FROM SELLER); (c) FROM ANY BREACH OF ITS WARRANTY OR ANY OTHER OBLIGATIONS TO BUYER; OR (d)
FOR ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON
CONTRACT, OR ON TORT OR OTHER THEORY OF LIABILITY, AND REGARDLESS OF ANY ADVICE OR REPRESENTATIONS (WHETHER
OR NOT IN WRITING) THAT MAY HAVE BEEN RENDERED BY SELLER CONCERNING THE DESIGN, MANUFACTURE, SALE, USE OR
INSTALLATION OF THE PRODUCTS.
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 Products 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 FOREGOING
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 STATUTORY WARRANTY RELATING TO INFRINGEMENT. Notwithstanding the
foregoing, 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
Ampco
Pumps
Company
SP
Series
Manual
M
‐
015
RevC
6.19
