And Conditions - Ford VMM Hardware Manual

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or other labor difficulty, governmental legislation or other restriction, or any other cause
beyond Seller's control.
5. Unconditional Obligation. Buyer's obligation to make payments to Seller or its assignee shall be
absolute and unconditional and shall continue unmodified despite: (a) any loss, damage or other
interruption in the use of Equipment; or (b) any dispute, claim, counterclaim, defense or other right
which Buyer may have to assert against Seller or the manufacturer of Equipment. Buyer has
determined Equipment suitability for Buyer' s purpose.
6. Seller' s Limitation of Liability. BUYER'S EXCLUSIVE REMEDY, RECOURSE OR DAMAGE FOR
ANY DEFECT IN WORKMANSHIP OR MATERIAL OR ANY FAILURE OF THE EQUIPMENT
OR SOFTWARE IS 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
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.
7. 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.
8. 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 and pay any filing fees thereof. 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.
9. 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.
10. Authority of Representatives. Hardware Manufacturer' s sales and service representatives have no
authority to bind Seller or Hardware Manufacturer to any terms, conditions, representations,
% &
OR PUNITIVE DAMAGES, WHETHER
)
FORESEEABLE OR