1. CHANGES, CANCELLATION, AND RETURN.
1.1. Orders accepted by Seller are not subject to change, except upon written agreement.
1.2. Orders accepted by Seller are non-cancellable by Buyer except upon Seller's written consent and payment by Buyer of Seller's cancellation charges up to twenty-five percent (25%) of the price of the affected Equipment, plus any shipping, insurance, inspection and refurbishment charges. In no event can an order be cancelled by Buyer or Equipment be returned to Seller after shipment has been made from the supplier of such Equipment.
2. WARRANTY. Seller agrees to use commercially reasonable efforts to pass on, on a non- exclusive basis, from any manufacturers or suppliers of Equipment, the product warranties and indemnities provided by the manufacturer or supplier. Buyer acknowledges that at all times Seller shall be able to rely for its own benefit on such warranties and indemnities and Seller shall not be obligated to pass on such warranties and indemnities if such action shall result in Seller being unable to rely on the warranties and indemnities for its own benefit.
3. DISCLAIMER. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OF ANY PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. BUYER SHALL LOOK TO THE MANUFACTURER OF PRODUCTS FOR ANY WARRANTY THEREON. NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO MAKE ANY AFFIRMATION, REPRESENTATION, OR WARRANTY CONCERNING PRODUCTS NOT SET FORTH IN THIS AGREEMENT.
BUYER SHALL NOT HOLD SELLER LIABLE FOR ANY DEFECT IN PRODUCTS, REGARDLESS OF KIND, UNLESS SUCH DEFECT RESULTS FROM THE WILLFUL DEFAULT OR GROSS NEGLIGENCE OF SELLER. BYER AGREES TO FILE SOLELY WITH THE MANUFACTURER OF THE PRODUCTS ANY CLAIM OR LAWSUIT ALLEGING LOSS, INJURY, DAMAGE, OR DEATH ARISING OUT OF OR CAUSED BY THE USE, SALE, DISTRIBUTION, OR POSSESSION OF PRODUCTS.
4. LIMITATION OF LIABILITY. SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE OR ANTICIPATED PROFITS, OR FOR ANY OTHER INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FROM ANY CAUSE WHATSOEVER. THE FOREGOING IS A SEPARATE ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT.
5. INSTALLATION – ADDITIONAL CHARGES.
5.1. General. Unless otherwise expressly stipulated in writing, Equipment covered hereby
shall be installed by Seller or its authorized subcontractor.
5.2. Installation by Seller. If Seller or its authorized subcontractor install Equipment the following applies: Subject to fulfillment of the obligations set forth in Section 27.4 below, Seller or the authorized subcontractor shall install Equipment covered hereby and connect same to the requisite safety switches and power lines to be installed by Buyer. Except as otherwise specified below, if such installation and connection are performed by Seller or the authorized subcontractor’s technical personnel, prices shown include the cost thereof, provided that the installation and connection can be performed within the Continental United States and during normal business hours. Any overtime charges or other special expenses shall be additional charges to the prices shown and the responsibility of Buyer.
5.3. Trade Unions. If a trade union, or unions, prevent Seller or its authorized subcontractor from performing the above work, Buyer shall make all required arrangements with the trade union, or unions, to permit Seller or the authorized subcontractor’s completion of said work. Moreover, any additional cost related to such labor disputes shall be paid by Buyer and Seller or its authorized subcontractor’s obligations under such circumstances will be limited to providing engineering supervision of installation and connection of the Products to existing wiring.
5.4. Buyer's Obligations. Buyer shall at its expense, provide all necessary labor and materials for plumbing service, carpentry work, conduit wiring, and other preparations required for such installation and connection. All such labor and materials shall be completed and available at the time of delivery of Equipment. Additionally, Buyer shall provide free access to the premises of installation, and if necessary, safe space thereon for storage of products and equipment prior to installation by Seller or its authorized subcontractor. If any special work of any type must be performed in order to comply with requirements of any governmental authority, including procurement of special certificates, the same shall be performed or procured by Buyer at Buyer's expense. In the event that Seller or its authorized subcontractor is requested to supervise the installation, it remains Buyer's responsibility to comply with local regulations. Seller, or its authorized subcontractor, is not an architect and all drawings furnished by Seller or its authorized subcontractor are not construction drawings.
5.5. Regulatory Reporting. In the event that any regulatory activity is performed by other than Seller authorized personnel, Buyer shall be responsible for fulfilling any and all reporting requirements. Seller shall only report activity performed by its authorized personnel.
5.6. Completion of Installation. Installation shall be complete upon the conclusion of final calibration and checkout under Seller standard procedures. Notwithstanding the foregoing, first use of the products by Buyer, its agents or employees for any purpose after delivery, without the express written approval of Seller, shall constitute completion of installation.