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7. NONCANCELLATION - Buyer may not cancel or terminate for convenience, or direct suspension of manufacture, except with Seller's
written consent and then only upon terms that will compensate Seller for its engineering, fabrication and purchasing charges and any other
costs relating to such cancellation, termination or uspension, plus a reasonable amount for profit.
8. NUCLEAR - Buyer represents and warrants that the goods covered by this contract shall not be used in or in connection with a nuclear
facility or application. If Buyer is unable to make such representation and warranty, then Buyer agrees to indemnify and hold harmless Seller
and to waive and require its insurers to waive all right of recovery against Seller for any damage, loss, destruction, injury or death resulting
from a "nuclear incident", as that term is defined in the Atomic Energy Act of 1954, as amended, whether or not due to Seller's negligence.
9. LIMITATION OF LIABILITY - Neither Seller, nor its suppliers shall be liable, whether in contract, warranty, failure of a remedy to achieve
its intended or essential purposes, tort (including negligence), strict liability, indemnity or any other legal theory, for loss of use, revenue or
profit, or for costs of capital or of substitute use or performance, or for indirect, special, liquidated, incidental or consequential damages, or for
any other loss or cost of a similar type, or for claims by Buyer for damages of Buyer's customers. Seller's maximum liability under this
contract shall be the contract price. Buyer and Seller agree that the exclusions and limitations set forth in this article are separate and
independent from any remedies which Buyer may have hereunder and shall be given full force and effect whether or not any or all such
remedies shall be deemed to have failed of their essential purpose.
10. GOVERNING LAW AND ASSIGNMENT - The laws of the State of Georgia shall govern the validity, interpretation and enforcement of
this contract, without regard to its conflicts of law principles. The application of the United Nations Convention on Contracts for the
International Sale of Goods shall be excluded. Assignment may be made only with written consent of both parties; provided, however, Seller
may assign to its affiliate without Buyer's consent.
11. ATTORNEY FEES - Buyer shall be liable to Seller for any attorney fees and costs incurred by Seller in enforcing any of its rights
hereunder.
12. DISPUTES - Either party may give the other party written notice of any dispute arising out of or relating to this contract and not resolved
in the normal course of business. The parties shall attempt in good faith to resolve such dispute promptly by negotiations between executives
who have authority to settle the dispute. If the matter has not been resolved within 60 days of the notice, either party may initiate non-binding
mediation of the dispute.
13. STATUTE OF LIMITATIONS - To the extent permitted by applicable law, any lawsuit for breach of contract, including breach of warranty,
arising out of the transactions covered by this contract, must be commenced not later than twelve (12) months from the date the cause of
action accrued.
14. PRICES - In the event of a price increase or decrease, the price of goods on order will be adjusted to reflect such increase or decrease.
This does not apply to a shipment held by request of Buyer. Goods already shipped are not subject to price increase or decrease. Orders on
a bid or contract basis are not subject to this article. Orders amounting to less than $100.00 net will be invoiced at $100.00 plus
transportation charges for goods covered by discount schedules. Seller's prices include the costs of standard domestic packing only. Any
deviation from this standard packing (domestic or export), including U.S. Government sealed packing, will result in extra charges. To
determine such extra charges, consult Seller's sales offices.
15. ADDITIONAL TERMS OF PAYMENT - (a) Invoice payment terms are as shown on latest discount sheets as issued from time to time.
Cash discounts are not applicable to notes or trade acceptances, to prepaid transportation charges when added to Seller's invoices or to
discountable items if there are undisputed past due items on the account. Portions of an invoice in dispute should be deducted and the
balance remitted with a detailed explanation of the deduction. Cash discounts will only be allowed on that portion of the invoice paid within
the normal discount period.
(b) Freight will be allowed to any common-carrier free-delivery point within the United States, excluding Alaska and Hawaii, on shipments
exceeding $1,000 net or more providing Seller selects the carrier. On shipments to Alaska and Hawaii, freight will be allowed to dockside at
the listed port of debarkation nearest the destination point on shipments of $1,000 net or more. Buyer shall pay all special costs such as
cartage, stevedoring and insurance. Special freight allowances are as shown on latest discount sheets as issued from time to time.
Cataloged weights are estimated, not guaranteed. Seller assumes no responsibility for tariff classifications on carriers.
16. CHANGES IN LAWS AND REGULATIONS - Seller's prices and timely performance are based on all applicable laws, rules, regulations,
orders, codes, standards or requirements of governmental authorities effective on the date of Seller's proposal. Any change to any law, rule,
regulation, order, code, standard or requirement which requires any change hereunder shall entitle Seller to an equitable adjustment in the
prices and any time of performance.
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Siemens Energy & Automation
SIMOREG DC Master Base Drive Panel Operating Instructions
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