DOCS-001 Manual, SeaBotix Inc. Users, 150 – 200 Series - Rev B – 27 Jan 10 -
Page 58 of 64
to SeaBotix the sole control of the defense of any action and all negotiations for
settlement and compromise. SeaBotix shall not be liable for any claim of infringement
based upon (i) any Product which is altered or modified without the authorization of
SeaBotix; or (ii) use of any allegedly infringing version of a Product, if such alleged
infringement could be avoided by the use of a different version supplied by SeaBotix,
provided, however, that such avoidance only applies from the time SeaBotix notifies
Customer of the different version and Customer can reasonably implement such
different version.
13. FORCE MAJEURE. No Party shall be held liable for any failure to perform its
obligations (other than for delay in the payment of money due and payable hereunder)
where such failure is as a result of Acts of Nature (including fire, flood, earthquake or
other natural disaster), war, invasion, embargo, Government restrictions (including the
denial or cancellation of any export or other necessary license), failure of suppliers,
subcontractors and carriers and/or any other cause beyond the control of the party
whose performance is affected.
14. PRODUCT RETURNS. SeaBotix may revise and discontinue products at any time.
SeaBotix will ship products that have the functionality and performance of the products
ordered, but modifications may exist between a description of a product in a
specification sheet and the product that is shipped to Customer. Customer may return
products in accordance with SeaBotix standard return policies in effect on the date of
the invoice. Any and all returns must be pre-authorized by SeaBotix. All goods should
be inspected upon delivery and any defects, nonconformance or rejection reported to
SeaBotix within twenty-one (21) days of shipment. Returns for reasons other than
freight damage may be subject to a 20% restocking fee and shipping costs. Goods
returned must be in as-new condition or additional charges may be incurred.
15. DISPUTE RESOLUTION: The parties agree to attempt to resolve any and all
disputes, claims or controversies through good faith negotiations prior to pursuing any
dispute resolution pursuant to this Section 11. The parties agree that any and all
disputes, claims or controversies equal to or exceeding $5,000 arising out of or relating
to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the
matter is not resolved through mediation, then it shall be submitted to JAMS, or its
successor, for final and binding arbitration. Judgment upon any award resulting from
such arbitration may be entered and enforced in a court having proper jurisdiction. Any
such mediation or arbitration shall be held in San Diego, CA, or such other location as
the parties may agree.
16. SEVERABILITY. If any portion of this Agreement is found by any court or other
judicial or administrative authority to be unenforceable or otherwise void, the remaining
provisions of the Agreement shall not be affected thereby and shall remain in full force
and effect.