Seller shall be exempt from delays in delivery and performance of other contractual obligations under this Order caused by acts or omissions beyond Seller`s reasonable control and without fault or negligence, including, but not limited to, government embargoes, freezes, seizure or freezing of assets, delays or refusals to grant any Export License or its suspension or revocation, or other acts of government, fires, floods, storms or other cases of force majeure, quarantines, strikes or lockouts, riots, disputes, insurrections, civil disobedience, war, lack of material or delays in delivery to the Seller by third parties. If the excusable circumstances of default extend over six months, either party may, at its discretion, terminate this order without penalty or liability and without default or violation thereof. PandaTip: This purchase agreement assumes that it contains the conditions under which your customers can place orders for your products. Optimize contract creation with the PandaDoc. Delivery will be made within the period specified in the Buyer`s order or in accordance with the period specified by the Seller and the monthly delivery rate, whichever is later. The transport costs are paid in advance and the buyer reimburses these costs to the seller upon receipt of an invoice. The Seller has the right to make premature, accelerated and/or partial deliveries before the contractual delivery date at its sole discretion. Buyer agrees not to use the Licensed Software and Documentation to perform any contract or subcontract with any government in a manner that interferes with Seller`s rights in the Licensed Software and Documentation. If Buyer wishes to use the Licensed Software or Documentation in connection with the performance of a contract or subcontract with a government, Buyer must inform Seller of the procedures and use of restrictive markings necessary to protect Seller`s exclusive interests prior to such use. Unless the Products are requested in an order in accordance with Buyer`s designs, drawings or specifications, Seller agrees to pay the amount of a final judgment against Buyer arising out of a legal action alleging that commercial products manufactured or supplied hereunder infringe a U.S. patent by reason of their manufacture, of their sale or use, which was issued at the time of conclusion of the contract. and Buyer`s reasonable costs and expenses to defend such suit if Seller fails to assume the defense, provided that Seller is immediately informed of the threat or commencement of such suit and is given full and exclusive control over the conduct of the defense or its settlement.
The prices set forth herein do not include amounts necessary to cover taxes or duties, including, but not limited to, federal, state, municipal excise taxes, sales or use taxes, or import duties on the manufacture, sale, distribution or supply of goods or services under this Agreement. All taxes or duties due under this Agreement shall be borne by the Buyer. Accordingly, Seller reserves the right to change its price between the parties after performance of this Order to include any taxes or duties that may be due under this Agreement, and Seller may charge Buyer such additional amount. This clause shall survive the acceptance and full execution of this Order by the parties contained herein. The Seller`s compensation does not apply if the infringement did not occur during the normal use for which the Products were intended. No liability is assumed for actual or suspected infringement of a foreign patent. Seller`s liability for damages under this Agreement is limited to those calculated solely on the value of the Products sold to buyer. Under no circumstances shall the Seller be liable for any indirect damages or costs incurred under them. In the event of a claim that a Product supplied hereunder infringes a United States patent, Seller may, in its sole discretion and expense, (a) provide Buyer with the right to continue using the Product, or (b) replace or modify the Product so that it does not become counterfeit, or (c) give Buyer credit for such Product; less a reasonable reduction in the use value, damage and obsolescence upon return to the Seller.
Buyer agrees to bear all costs and expenses incurred by Seller in its defense, as well as the amount of a judgment against Seller, in any legal dispute or proceeding against Seller based on a claim for infringement arising solely from Buyer combining a Product delivered under this Agreement with an item not manufactured or delivered by Seller or from the sale or Use of such combination. by the buyer.. .