CD3 Products Manual
CD3, General Benefit Corporation |
| 612.467.9441
Patent
Pending | Made in USA | © 2019
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12.
Insurance
. During the term of this Agreement and for a period of three (3) years thereafter, Buyer shall, at its own expense, maintain and carry
insurance in full force and effect which includes, but is not limited to, property insurance against loss, theft, and damage in an insured amount of full
replacement value of such CD3 Unit(s); and comprehensive general liability insurance in an amount no less than $2,000,000. On or before the delivery
date, and at such other times as Seller may request, Buyer shall provide Seller with a certificate of insurance evidencing the maintenance of the property
insurance and liability insurance. The certificate of insurance shall name Seller as an additional insured. Buyer shall provide Seller with 30 days’ advance
written notice in the event of a cancellation or material change in Buyer’s insurance policy. Except where prohibited by law, Buyer shall require its insurer
to waive all rights of subrogation against Seller’s insurers and Seller.
13.
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 by Seller in writing.
14.
Intellectual Property Rights
. Buyer acknowledges and agrees that any and all of Seller's intellectual property rights in the CD3 Unit(s) including any
derivative idea, invention or innovation, whether registered or unregistered other than Buyer affixed trademarks or logos (“IP Rights”) are the sole and
exclusive property of Seller. Buyer shall not acquire any ownership interest in any of Seller's IP Rights under this Agreement. If Buyer acquires any rights
in any IP Rights in or relation to any CD3 Unit(s) including any rights in any trademarks, derivative works, related inventions or ideas, such rights are
deemed and are hereby irrevocably assigned to Seller without further action by either of the parties.
15.
Notices
. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to
the other party at its address set forth on the reverse side of this Agreement (or to such other address that the receiving party may designate from time to
time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight
courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is
effective only (a) on receipt by the receiving party, and (b) if the party giving the notice has complied with the requirements of this Section.
16.
No Third-Party Beneficiaries
. This Agreement benefits solely the parties to this Agreement and nothing in this Agreement, express or implied,
confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
17.
Governing Law
. This Agreement and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the
internal laws of the State of Minnesota.
18.
Force Majeure
. The Seller is not responsible for any failure or delay in performing this Agreement if caused by acts or circumstances beyond the
reasonable control of Seller.
EXHIBIT A
LIMITED WARRANTY
Seller warrants to Buyer that for one (1) year following confirmed delivery of the CD3 Unit(s) to the
Delivery Point (“Warranty Period”), such CD3 Unit(s) will materially conform to the specifications CD3
Unit model as described on our website (www.cd3station.com) and will be free from material defects in
material and workmanship.
Excepted from this Limited Warranty are the tools that are tethered to the CD3 Unit(s) (e.g. brush, wrench
and grabber). These items are not covered and routinely need replacement due to normal wear and tear,
abuse or misuse. Replacement parts are available from Seller or can be provided as part of an ongoing
maintenance agreement.
EXCEPT FOR THE WARRANTY SET FORTH HEREIN, SELLER MAKES NO WARRANTY
WHATSOEVER WITH RESPECT TO THE SELLER UNIT, INCLUDING ANY (a) WARRANTY OF
MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c)
WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW,
COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
Seller shall not be liable for a breach of the warranty set forth herein unless: (i) Buyer gives written notice
of the defect, reasonably described, to Seller within 30 days of the time when Buyer discovers or ought to
have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to
examine such CD3 Unit(s); and (iii) Seller reasonably verifies Buyer’s claim that the CD3 Unit(s) is
defective.
Seller shall not be liable for a breach of the warranty set forth herein if: (i) Buyer makes any further use of
such CD3 Unit(s) after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s
oral or written instructions as to the storage, installation, commissioning, use or maintenance of the CD3
Unit(s); (iii) Buyer alters or repairs such CD3 Unit(s) without the prior written consent of Seller; (iv) the
CD3 Unit(s) has been subjected to abuse, misuse, neglect, negligence, accident, improper handling,
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