For Attorneys. We Help! No Hassles Guarantee. Search: Search. Popular forms. DEFAULT BY BUYER: Time is of the essence under this agreement and any of the following events shall constitute defaults on the part of Buyer hereunder: a failure of Buyer to pay any payment within fifteen 15 days in which same becomes due; b any breach or failure of Buyer to perform any of its obligations under this agreement; c insolvency of bankruptcy of Buyer or assignment for the benefit of creditors; d any other act of Buyer which will causes Seller to deem itself insecure.
For Consumer Information Legal Forms. In witness of which the parties have executed this agreement in the manner below day and year above first written. Authorized Signature Authorized Signature.
The supplier shall be responsible for the technical planning and installation implementation of the equipments. Upon acceptance by the Client, the equipments shall be installed and such acceptance shall acknowledge that the equipments are in good quality. Notwithstanding the foregoing, should the issuance of the Certificate of Completion of Installation be delayed by Buyer after Seller notifies Buyer that the Equipment is ready for start-up, Seller's warranty hereunder shall be deemed to have commenced not more than fifteen 15 months from the date that Seller notifies Buyer that the Equipment is ready for start-up.
Seller's warranty is contingent upon i operation and maintenance of the Equipment during the entire warranty period in accordance with Seller's recommended operating procedures and with OEM recommendations; and ii trend data or other relevant reports from the historian module from the Distributed Control System "DCS" for the warranty period, and daily operational run logs that demonstrate proper equipment operation and maintenance during the warranty period.
Page 5 of Seller's obligation and Buyer's sole remedy, under this limited Equipment warranty is, at Seller's option, the repair, replacement or correction of any non-conforming component of the Equipment. Installation Warranty. Seller warrants that Equipment will be installed in a workmanlike manner, and that the installation of the Equipment will be free from defects in workmanship for a period of twelve 12 months from the date of the issuance of the Certificate of Completion of Installation by Seller.
If Buyer notifies Seller in writing within a reasonable time period, but not later than five 5 business days following Buyer's observation of non-conformity, that the installation is not in conformity with this limited warranty during the stated warranty period, Seller will, without charge to Buyer, re-perform or otherwise correct the installation service so that it conforms to this limited warranty, with such remedy being the sole and exclusive remedy of Buyer for breach of this limited installation warranty.
Consumable Items. Consumable items are warranted for thirty 30 days or the duration of the manufacturer's warranty, whichever is greater. Seller's sole obligation under this limited consumable items warranty is the replacement of the repair or replacement, at Seller's election, of the warranted consumable.
Consumable items are defined as wear components or parts that are periodically replaced in conjunction with normal maintenance procedures. These components or parts include, but are not limited to, items such as drive belts, seals, valve seats, packings, rupture disks, filters, fractional HP motors, etc. Correction Period.
Buyer will ensure that upon Seller's request a reasonable period of time is allowed immediately following startup of the Equipment for Seller to repair or replace any defective Equipment or any of the Installation Services known at that time. Warranty Exclusions and Disclaimer. The following are not covered by Seller's warranty:. Operating the Equipment. Page 6 of The Equipment is to be operated within the guidelines of the operating procedures defined by Seller or the Equipment manufacturer provided to Buyer by Seller.
All operations outside these guidelines will be in violation of Seller's limited warranty and will void such limited warranties. Damage caused by disasters such as fire, flood, tornado, wind and lightning. Damage or failure caused by improper maintenance, unauthorized attachments, modifications.
Use in a manner not in accordance with any operation manual or recommended operating procedure supplied by Seller as such manual may be amended or supplemented from time to time, with notice to Buyer. Any other abuse or misuse by Buyer. Specially Manufactured Goods. Buyer acknowledges that the Equipment incorporates specially manufactured goods as that term is defined in the Uniform Commercial Code , that have been manufactured specifically for Seller's performance of this Agreement.
Limitation of Liability. Page 7 of Force Majeure. Neither Party shall be responsible for any failure to perform due to causes beyond a Party's reasonable control, including but not limited to labor disputes, strikes, acts of God, fire, delays in transportation, interruption or failure of electricity or communications systems, or governmental actions. Any delay beyond a Party's reasonable control shall be excused and the period of performance extended as may be necessary to enable the Party to perform after the cause of delay has been removed.
Confidentiality Obligation. Buyer shall treat the Proprietary Property as Seller's Confidential Information as that term is defined in the applicable Confidentiality Agreement between Buyer and Seller, and shall use its best efforts to maintain such information as secret and confidential. Buyer shall refrain from copying, reverse engineering, disassembling, decompiling, translating, or modifying the Equipment or Proprietary Property, or granting any other person or entity the right to do so, without the prior written consent of Seller.
As between Buyer and Seller, Seller has the exclusive right and interest in and to the Proprietary Property and the goodwill associated therewith and symbolized thereby.
Buyer's use of the. Proprietary Property pursuant to this Agreement does not give Buyer any ownership interest or other interest in or to the Proprietary Property, or any. Seller agrees to indemnify and hold Buyer harmless from and against all claims, demands, liabilities, actions, litigations, losses, damages, costs and expenses including reasonable attorneys' fees arising out of the infringement of adversely owned patents, copyrights or any other intellectual property rights by reason of Buyer's purchase and use of the Equipment, even if Buyer is not named as a party in a lawsuit.
In the event that any lawsuit, arbitration or other proceeding "Suit" is instituted against Buyer by a third party alleging infringement of any adversely owned. Page 8 of Seller agrees to provide Buyer with periodic updates on any such lawsuit. Provided, however, Seller will not be responsible for reimbursement of attorneys' fees incurred by Buyer: i to defend any such matter on its own, provided that Seller has assumed full defense of the matter as required hereunder; ii to engage counsel to monitor Seller's defense of the Suit, or iii to seek advice on how to respond to any other demands or claims; provided that reasonable out-of-pocket costs incurred by Buyer to respond to discovery requests, including deposition and document production, will be reimbursed by Seller.
If a court of competent jurisdiction determines or has determined that the use of the Equipment or any portion thereof by Buyer or any third party infringes on adversely owned valid and enforceable patent rights, then Seller shall i use its commercially reasonable efforts to obtain a license to permit Buyer to continue using the Equipment, or ii use its best efforts to provide engineering or modification to the Equipment or Processes and methods that utilize the Equipment so that it will not infringe the adverse intellectual property rights to enable Buyer to continue to use the Equipment for the intended purpose.
The following are specifically excluded from Seller's Scope of Work under this Agreement:. Any exclusions or Buyer scope items identified in this Agreement, including the exhibits. Buyer agrees that at all times during the performance by Seller of its Scope of Work; Buyer is in the position of owner and operator of the Plant. Seller expressly excludes from its Scope of Work related to the Equipment all responsibility and liability for the performance of any required regulatory compliance analyses, and for Buyer's compliance with such regulatory requirements.
Seller will make one member of its engineering staff available to participate as a team member in Buyer's conduct of a Process Hazard Analysis "PHA" in advance of start-up of the Equipment, if requested by Buyer. Buyer agrees it is solely responsible for identifying the methodology to be utilized in the conduct of any PHA. Any changes in the Equipment and its integration into Buyer's existing Plant operations that are determined by Buyer to be required following the conduct of an initial PHA shall be made by Seller, but at Buyer's direction, prior to start-up, and shall comprise Seller's intellectual.
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