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Warranty
expense and at its option, either procure for the Buyer the
right to continue using said product or part, or replace same
with non-infringing comparable products, or modify it so it
becomes non-infringing, or refund the purchase price thereof.
The forgoing states the entire liability of Seller for patent
infringement by said product or part thereof.
6. TERMS OF PAYMENT. Payment terms for sales within
the USA are Net Thirty (30) days from date of shipment.
International sales require a Letter of Credit on a US Bank
prior to shipment from Seller.
7. TITLE AND DELIVERY. All shipments within the 48
contiguous United States by Seller shall be F.O.B. point of
shipment. Title to hardware products and risk of loss pass to
Buyer upon delivery to carrier at shipping point. Buyer shall
pay all transportation and storage charges. Seller will select the
carrier if Buyer does not. Claims for shortages must be made
with Ten (10) days after receipt of the order.
8. CONTINGENCIES. Seller shall not be responsible for
any failure to perform due to unforeseen circumstances or
to causes beyond its control. Examples of such causes are
acts of God, War, Riot, Embargoes, Acts of Civil or Military
Authorities, Fire, Floods, Accidents, Strikes or Shortages of
Transportation, Facilities, Fuel, Energy, Labor or Materials.
Seller may defer delivery for a period equal to the delay caused
by such contingency.
9. CANCELLATION.
A. Default. If Buyer defaults, Seller may decline to make
further shipments and/or may terminate Buyer's order
without affecting Seller's rights and remedies including, but
not limited to, any right to cancellation and bill-back charges.
If Seller continues to make shipments after Buyer default,
action shall not constitute a waiver nor affect Seller's legal
remedies.
B. Cancellation: Standard Products. Buyer is responsible for
one hundred percent (100%) payment if any order scheduled
for delivery within thirty (30) days is canceled. Upon written
notice to Seller, Buyer may cancel any order for standard
products scheduled for shipment beyond thirty (30) days
after Seller receives Buyer's cancellation notice. Buyer shall be
liable for any applicable bill-back charges resulting from such
cancellation. Buyer shall also pay, as a rescheduling/ restocking
charge, twenty-fi ve percent (25%) of the price specifi ed on
order sheet for each canceled product unless Buyer reschedules
the order for delivery within one hundred twenty days (120)
days.
C. Cancellation: Custom Products. If Buyer cancels orders
for products containing d esign, markings, packaging or other
specifi cations unique to Buyer, Buyer shall pay the following
cancellation charges in addition to any applicable bill-back
charges.
Percentage of Purchase
Price to be Paid
Upon Cancellation Notice
10. SEVERABILITY. In case any one or more of the
provisions or parts of a provision contained in this
agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect ay other provision or part
of a provision of this agreement but this agreement shall be
construed as if such invalid, illegal or unenforceable provision
or part of a provision had never been contained herein.
The Innovators of Flat Panel Technology
(continued)
Number of Days Before
Scheduled Delivery that
Written Cancellation is Received
100
0-30
75
31-60
50
61-90
20
91-120
TM
11. ARBITRATION. Any controversy or claim arising out
of or relating to this agreement shall, at the option of either
party, be settled by arbitration in accordance with the rules
of American Arbitration Association. Provided, however that
in the event of a violation of the provisions of paragraph 13,
General Digital shall be entitled to injunctive or other relief to
enforce its rights under this agreement without prejudice to
its rights under this paragraph. Such injunctive or equitable
relief shall not preclude the award of monetary damages, if
appropriate. The parties acknowledge that, by agreeing to this
provision, each waives its right to a jury trial in exchange for
a quicker and less expensive method of resolving any dispute
concerning this agreement or anything relating thereto.
12. CONTROLLING LAW. This Agreement shall be
governed by, subject to, and construed according to the laws
of the State of Connecticut. For purposes of applying to
Connecticut law, this Agreement shall be deemed to have
entered into and wholly performed in Connecticut. Buyer
warrants, and it is a condition of this acknowledgment,
that Buyer has complied, and will continue to comply with
applicable laws, regulations, and order of the United States
Government, and of any state or political subdivision thereof,
including all statutes, regulations, and directives that are
applicable to Buyer's purchase thereunder. Without limiting
the foregoing, Buyer further warrants that they have complied
with all applicable provisions of the Fair Labor Standards Act
of 1938, as amended; and all regulations and orders issued by
the US Department of Labor, as well as US export regulations
including, but not limited to, the International Traffi cking
and Arms Regulations (ITAR). Buyer further agrees to defend,
indemnify and hold Seller harmless from and against claims,
losses, damages, costs and expenses that may be sustained
by reason of Buyer's failure to meet any of the above
requirements.
13. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
A. Rights in any and all of Seller's information, know-how,
trademarks, data, trade secrets, inventions, patents, plans,
drawings, specifi cations, processes, designs, etc., whether or
not acquired or reduced to practice during the course or as
a result of this order, shall remain the property of Seller and
Seller shall not be obligated to provide any of such property
to Buyer. Buyer shall obtain no rights in any of such property
and the price charged shall include no consideration for such
property unless specifi cally so stated on the face of Seller's
Standard Terms and Conditions of Sale. Listing as a separate
line item and separately billing for Non-Recurring Engineering
(Engineering Services) does not accrue to Buyer rights in any of
the aforementioned property of Seller unless specifi cally stated
on the face of Seller's Standard Terms and Conditions of Sale.
B. Buyer acknowledges that propriety property of Seller is a
valuable business asset of Seller and that unauthorized use or
disclosure of such would result in irreparable damage to Seller.
Buyer agrees that it will:
• use proprietary information of Seller only for the purposes
intended and necessitated by this order, not otherwise use
or disclose any proprietary information of Seller without
Seller's express informed written consent;
• take all reasonable precautions to insure protection against
use or disclosure;
• and return, at Seller's request, all proprietary property of
Seller which is in the possession or control of Buyer.
C. Any data, information, specifi cations, processes, drawings,
designs, plans, know-how, etc. of Buyer supplied to Seller in
conjunction with this order must be considered free from
proprietary restrictions unless expressly agreed otherwise
in writing signed by and authorized by an offi cer of General
Digital™ Corporation.
Sunlight Readable RGB RackMount
17
™
User's Manual
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