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X. SOFTWARE/TECHNICAL/PROPRIETARY
INFORMATION
A. Buyer shall not acquire any rights to any software which may
be delivered with Products, except as granted in Seller's
standard software license. Any software license granted in
connection with Products shall be an interim license, which
may be withdrawn, pending payment for Products in full.
B. The purchase of Products shall not include any right to
supply of technical information such as drawings or
specifications.
C. Proprietary information, including drawings, documents,
technical data, reports, software, designs, inventions and other
technical information supplied by Seller in connection herewith
(hereinafter called "Data"), shall remain Seller's sole property
and shall be held in confidence by Buyer. Data shall not be
reproduced, used or disclosed to others by Buyer without
Seller's prior written consent. Upon completion of Order, Buyer
shall promptly return all Data to Seller together with all copies
or reprints thereof then in Buyer's possession or control, and
Buyer shall thereafter make no future use, either directly or
indirectly, of any Data or any information derived therefrom
without Seller's prior written consent. The foregoing shall in no
way obligate Seller to provide or supply Data.
XI. DIES, TOOLS, PATTERNS
Seller's charges for dies, molds, patterns and the like represent
the Buyer's proportionate cost thereof, it being expressly
understood that they remain the property of Seller.
Modifications made to dies, molds, patterns and the like in
order to manufacture Products shall be at the discretion of
Seller.
XII. GENERAL
A. The rights and obligations of the Buyer and Seller hereunder
shall be governed in all respects by the law of the
Commonwealth of Pennsylvania, U.S.A. The exclusive forum
for adjudication of any disputes shall be the federal or state
courts of the Commonwealth of Pennsylvania, and Buyer/Seller
hereby consent to personal jurisdiction and venue in such
courts in any proceeding. The United Nations Convention on
the International Sale of Goods shall not apply.
B. These Terms and Conditions of Sale together with any other
terms specifically agreed to in writing by Seller constitute the
entire agreement between Buyer and Seller and supersede any
prior or contemporaneous representations, agreements,
proposals, warranties, or understandings, oral or written,
express or implied. No waiver, modification, amendment,
rescission or other change to these Terms and Conditions of
Sale shall be binding unless specifically agreed to in writing by
an authorized representative of Seller.
C. The invalidity, of any part hereof shall not affect the validity
of the remainder. The failure of Seller to assert any right at any
time hereunder shall not prevent Seller's subsequent assertion
of the same or different rights.
D. Buyer may not assign this contract without the prior written
approval of the Seller.
XIII. PROHIBITION FOR HAZARDOUS USE
Products sold hereunder are not intended for application in,
and shall not be used by Buyer in construction or application of
a nuclear installation or in connection with use or handling of
nuclear material or for any hazardous activity or critical
application, where failure of a single component could cause
substantial harm to persons or property, unless Products have
been specifically approved for such activity or application.
Seller disclaims all liability for loss or damage resulting from
270NH3.MAN.REVD.062019
such unauthorized use and Buyer shall defend, hold harmless
and indemnify Seller against any such liability, whether arising
under breach of contract, warranty, tort (regardless of the
degree of fault or negligence), strict liability or otherwise.
Where Seller approves the application of the Products in a
nuclear facility, the Buyer shall, before such use or provision,
arrange for insurance or governmental indemnity protecting the
Seller against liability and hereby releases and agrees to
indemnify the Seller and its suppliers for any nuclear damage,
including loss of use, in any manner arising out of a nuclear
incident, whether alleged to be due, in whole or in part to the
negligence or otherwise of the Seller or its suppliers.
XIV. STATUTORY REQUIREMENTS
Seller reserves the right to make any changes in the general
specifications of the Products which are required for the
Products to conform to any statutory requirement.
XV. GOVERNMENT CONTRACTS
Only Federal Acquisition Regulation ("FAR") supplement
clauses expressly accepted in writing by Seller shall be
included or incorporated by reference herein. Seller shall not
be bound by and makes no representation of compliance with
any FAR or FAR supplement clauses that Seller shall not have
expressly accepted in writing.
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