Ford VMM Hardware Manual page 19

" # " $
LIMITED TO THE TERMS AND CONDITIONS OF THE WARRANTIES PROVIDED BY THE
HARDWARE MANUFACTURER. SELLER MAKES NO WARRANTIES, REPRESENTATIONS,
INDEMNITIES OR GUARANTEES WHATSOEVER WITH RESPECT TO EQUIPMENT EITHER
EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE
LIABILITY OF THE SELLER SHALL BE LIMITED TO THE EXPRESS OBLIGATION TO
DELIVER THE EQUIPMENT. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE OR
RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH BUYER
MAY INCUR, EXPERIENCE OR CLAIM, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR
LOSS OF PROFITS, INTERRUPTION IN BUSINESS, LOST OPPORTUNITY, WORK
STOPPAGE OR OTHER IMPAIRMENT OF ASSETS, ARISING OUT OF BREACH OF
EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION,
NEGLIGENCE, STRICT LIABILITY, IN TORT OR OTHERWISE, ON ACCOUNT OF ENTERING
INTO OR RELYING ON THIS AGREEMENT, EVEN IF SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
8. Freight and Taxes. Freight costs and applicable taxes will be added to the final invoice and will be
borne by Buyer. Import and export duties, VATS, and taxes are the responsibility of the Buyer.
When billed to Buyer, all duties, VATS and taxes will be included in the invoice.
9. Security Interest. Until all amounts due hereunder are paid, Buyer hereby grants to Seller a
continuing security interest in (a) the Equipment; (b) any substitutions, replacements and additions
thereto; and (c) the products and proceeds thereof. This Order Form shall be deemed a security
agreement and a copy thereof may be filed as a financing statement in order to perfect Seller' s
security interest. Buyer hereby authorizes Seller to execute and file all documents deemed
necessary by Seller to protect Seller' s security interest in the Equipment until the purchase price
has been paid in full. Unless Buyer is in default under the terms and conditions of this
Agreement, Buyer may retain possession of the Equipment and use it in any lawful manner not
inconsistent with the terms and conditions of this Agreement.
10. Maintenance. Until all amounts due hereunder are paid, Buyer (a) shall use the Equipment
carefully and properly, (b) at Buyer's own expense, shall maintain and repair all items of the
Equipment in order to keep them in good order and condition and, in particular, shall comply fully
with the maintenance, operating, usage or other instructions provided by the Hardware
Manufacturer, (c) authorizes Seller, or any third party appointed by Seller, to inspect the
Equipment when necessary, (d) shall at all times keep the Equipment free and clear of all liens,
charges or encumbrances.
11. Authority of Representatives. Hardware Manufacturer' s sales and service representatives have no
authority to bind Seller or Hardware Manufacturer to any terms, conditions, representations,
warranties, agreements or understandings, whether oral or written, not specifically set forth in
these Terms and Conditions.
12. Personal Property. Equipment (including the Software, if applicable) shall be kept at Buyer's
premises and shall remain personal property regardless of how and to what degree it may be
affixed or attached to any building or structure or what may be the consequence of its removal
from such building or structure. Buyer shall not encumber the Equipment (including Software, if
applicable) until all amounts owing to Seller hereunder are paid. In addition, Seller grants to Buyer,
and Buyer accepts, a nonexclusive license to use the Equipment (including the Software, if
applicable) in accordance with the terms and conditions set forth herein. The license (and
Equipment) shall not be leased, sold, assigned or otherwise transferred, in whole or in part.
% &
0