IOM BiRotor Plus R27Page 11/58
calendar day excluding the date of readiness.
The customer shall indemnify and hold Brodie
International harmless from any and all liability
and expense for such damages that might result
from extended storage beyond six months. Brodie
may place the cargo in another warehouse facility
with all charges associated with the transfer and
storage to be paid by the customer.
12. SOFTWARE AND FIRMWARE: Notwithstanding
any other provision herein to the contrary, Seller
or applicable third-party owner shall retain all
rights of ownership and title in its respective
firmware and software, including all copyrights
relating to such firmware and software and all
copies of such firmware and software. Except as
otherwise provided herein, Buyer is hereby granted
a nonexclusive, royalty free license to use firmware
and software, and copies of firmware and software,
incorporated into the Goods only in conjunction
with such Goods and only at the Buyer’s plant
site where the Goods are first used. Buyer may
negotiate with Seller separate licenses to use such
copies and firmware and software at other plant
sites. Buyer’s use of certain firmware (as specified
by Seller) and all other software shall be governed
exclusively by Seller’s and/or third-party owner’s
applicable license terms.
13. BUYER SUPPLIED DATA: To the extent
that Seller has relied upon any specifications,
information, representation of operating
conditions or other data or information supplied
by Buyer to Seller in the selection or design of
the Goods and/or provision of the Services and
the preparation of Seller’s quotation, and in the
event that the specifications or information is
inaccurate or actual operating conditions differ,
any warranties or other provisions contained
herein which are affected by such conditions shall
be null and void, unless otherwise mutually agreed
upon in writing.
14. GENERAL PROVISIONS: (a) Buyer shall
not assign its rights or obligations under the
Agreement without Seller’s prior written consent.
(b) There are no understandings, agreements
or representations, express or implied, not
specified in the Agreement. (c) No action,
regardless of form, arising out of transactions
under the Agreement, may be brought by either
party more than two (2) years after the cause
of action has accrued. (d) Any modification of
these terms and conditions must be set forth in
a written instrument signed by a duly authorized
representative of Seller. (e) The Agreement is
formed and shall be construed, performed and
enforced under the laws of the state of Georgia.
However, Buyer and Seller agree that the proper
venue for all actions arising under the Agreement
shall be only in the State where the Goods involved
in such actions were manufactured. (f) GOODS
AND SERVICES PROVIDED HEREUNDER ARE NOT
SOLD OR INTENDED FOR USE IN ANY NUCLEAR
OR NUCLEAR RELATED APPLICATIONS. Buyer (i)
accepts Goods and Services in accordance with the
restriction set forth in the immediately preceding
sentence, (ii) agrees to communicate such
restriction in writing to any and all subsequent
purchasers or users and (iii) agrees to defend,
indemnify and hold harmless Seller from any and
all claims, losses, liabilities, suits, judgments and
damages, including incidental and consequential
damages, arising from use of Goods and Services
in any nuclear or nuclear related applications,
whether the cause of action be based in tort,
contract or otherwise, including allegations that
the Seller’s liability is based on negligence or strict
liability. (g) The 1980 United Nations Convention
on Contracts for the International Sale of Goods
does not apply to this Agreement. (h) If any
provision of the Agreement is invalid under any
statute or rule of law, such provision, to that
extent only, shall be deemed to be omitted without
affecting the validity of the remainder of the
Agreement.
To Next Page
Loading...