(c)(i) In the event that certain Service warranties are not attached to this Agreement or separately furnished, Company warrants only to Customer that the Services will be free from defects in material and workmanship for a period of 6 moths from the date of completion of the particular items of Service. Company’s sole obligation under this warranty is limited to repairing or reperformance, at its option, of the Service; provided however, if repair or reperformance is either impractical or impossible, the Company will refund to Customer that portion of the price paid to the Company for the defective item of Service. This warranty only applies if the company is given written notice of the defect or nonconformance by the Customer within 30 days of discovery. (ii) The provisions of this limited Service warranty does not apply to any defects or issues with the design or performance of equipment or products not manufactured by Company, nor does it apply to any code compliance or permit requirements for the assembly, installa- tion, erection, or construction of any goods.
(d)NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE PRODUCTS OR SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(e)The following costs and expenses are not covered by the provisions of these limited warranties: (i) labor costs for the removal and reinstallation of Products or other manufacturer’s products; (ii) shipping and freight expenses required to return Products to Company; (iii) normal maintenance; and (iv) economic losses. In addition, the provisions of this warranty are not applicable to anything other than defects in Company’s material (products only) or workmanship.
10.CUSTOMER'S REMEDIES. THE CUSTOMER'S EXCLUSIVE AND SOLE REMEDY ON ACCOUNT OF, OR IN RESPECT OF, THE FURNISHING OF PRODUCTS OR SERVICES THAT DO NOT CONFORM TO THIS AGREE- MENT WILL BE TO (A) SECURE REPAIR OR REPLACEMENT OF THE PRODUCTS; OR (B) SECURE REPAIR OR REPERFORMANCE OF THE SERVICES OR TO OBTAIN A REFUND OF THE PRICE PAID FOR THE DEFECTIVE SERVICE, ALL AT COMPANY’S OPTION. IN NO EVENT WILL THE COMPANY'S MAXIMUM LIABILITY EXCEED THE SELLING PRICE FOR THE PRODUCTS OR ITEM OF SERVICE.
11.LIMITATION OF LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF THE PRODUCTS, SERVICE INTERRUPTION, LOSS OF PROFITS, LOSS OF REVENUE, INTEREST, LOST GOODWILL, WORK STOPPAGE, IMPAIRMENT OF OTHER GOODS, LOSS BY REASON OF SHUTDOWN OR NON-OPERATION, INCREASED EXPENSES OF OPERATION, OR CLAIMS OF CUSTOMER'S CUSTOMERS, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY OR NEGLIGENCE), PATENT INFRINGEMENT, OR OTHER- WISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.STATUTE OF LIMITATIONS. NO ACTION ARISING OUT OF ANY CLAIMED BREACH OF THIS AGREEMENT BY COMPANY MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.
13.CONSUMER PRODUCTS. With respect to “consumer products” as defined under the Magnuson-Moss Warranty Act (“MMWA”), the following statements are made. (a)
Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. IF ANY IMPLIED WARRANTY IS
PROVIDED UNDER THE MMWA, IT IS LIMITED TO THE DURATION OF THE WARRANTY PROVIDED IN SECTION 9 ABOVE. (b) Some states do not
allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. (c) This warranty gives you specific legal rights and you may also have other rights which vary from state to state.
14.FORCE MAJEURE. Any delay or failure of Company to perform its obligations hereunder will be excused to the extent that it is caused by an event or occurrence beyond its control such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), governmental laws and regulations not presently in effect, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, accidents, labor problems (including, but not limited to, lockouts, strikes, and slowdowns) at Company's facility, its source plant or their suppliers, inability to obtain power, material, labor equipment, or transportation, or court injunction or order. The delivery date will be extended for a time equal to that of the delay and the schedule for Company’s performance will be deemed adjusted in the individual order(s) to that effect.
15.ENTIRE AGREEMENT AND AMENDMENT. This Agreement, together with any attachments or supplements specifically referenced in this Agreement, constitutes the entire agreement between the parties hereto and supersedes all previous communications, representations, or agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. No agreement or understanding varying or expanding this Agreement will be binding upon either party hereto unless it is in writing and signed by a duly authorized representative thereof.
16.TERMINATION. (a) This Agreement may be terminated by either party by giving
30days' written notice to the other party in the event of failure by such other party to fulfill any of its obligations hereunder. However, if during the period of such notice, such other party remedies such failure, this Agreement will continue with the same force and effect as if such notice had not been given. (b) This Agreement may be terminated upon the written mutual consent of the parties. (c) Either party may immediately termi- nate this Agreement by giving written notice to the other party in the event of the
happening of any of the following or any other comparable event: (i) insolvency of the other party; (ii) filing of a petition in bankruptcy by or against the other party; (iii) appointment of a receiver or trustee for the other party; or (iv) execution of an assignment for the benefit of creditors by the other party, all of which will allow Company to demand reclamation of all affected orders. (d) Except as provided in this section 16, Customer may not terminate this Agreement, in whole or in part, unless Company’s prior written consent is obtained and Customer agrees to pay all of Company’s cancellation charges.
17.GOVERNING LAW; VENUE; AND EXPENSES. (a) This Agreement and any disputes or controversies arising hereunder will be governed by and construed according to the internal laws of the State of Indiana, United States of America, without regard to its conflict of law principles, and not including the United Nations Convention on Contracts for the International Sale of Goods. (b) Jurisdiction and venue with respect to any action, proceeding, or suit in connection with this Agreement will reside in the courts of the State of Indiana. (c) Customer agrees to pay for all expenses (including attorney’s fees) incurred by Company in enforcing the obligations of Customer under this Agreement.
18.COMPLIANCE WITH LAWS, EXPORT CONTROLS, CERTIFICATIONS, AND NUCLEAR LIABILITY. (a) This Agreement is be subject to, and Company and Customer will comply with, all laws and export controls, regulations, rules, orders, licenses, requirements, and governmental requests now or hereafter in effect in the
United States of America that pertain to the Products or the initial sale of the Products or that pertain to Services. Provided however, Company is not responsible for obtaining
or maintaining any permits for the performance of Services or the verification or com- pliance with any code requirements relative to the performance of Services. To the extent any sale of Products or Services pursuant to this Agreement may require approval of the U.S. Government, Company’s obligations under this Agreement are conditioned upon the grant of such approval and upon compliance by Customer with any restrictions imposed by the U.S. Government in connection with such approval. (b) Certain Products are noted by Company as tested by independent laboratories for compliance with UL and/or ANSI standards. Any and all modifications or alterations to such Products will void such certification, and Company is not liable to Customer to certify any modified or altered Product. (c) In the event the Products are to be used in a nuclear facility, the Customer shall, prior to such use, arrange for insurance or governmental indemnity pro- tecting Company against liability. The Customer hereby releases and agrees to indemni- fy Company and its suppliers for any nuclear damage including, but not limited to, loss of use, in any manner arising out of the nuclear incident, whether alleged to be due, in whole or in part by Company or its suppliers.
19.NO INDUCEMENTS. The parties hereto represent to each other and each agrees that, neither it nor any person acting on its behalf has, in contravention of any applicable law, given or offered to give, or will give or offer to give, any sum of money or other material consideration to any person, directly or indirectly, as an inducement to obtain business hereunder or to influence the granting of licenses or other governmental permissions to enter into this Agreement or perform obligations hereunder.
20.SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any statute, regulation, ordinance, executive order, or other rule of law, that provision will be deemed severed to the extent necessary to comply with such statute, regulation, ordinance, order, or rule. In the event such provision is deemed severed, the parties will negotiate in good faith to arrive at an alternative arrangement approximating the original business objective of the parties. The remaining terms and conditions of this Agreement will remain in effect.
21.NO IMPLIED WAIVER. The failure of either party at any time to require performance by the other party of any provision of this Agreement will in no way affect the right to require such performance at any time thereafter, nor will the waiver of either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision.
22.MISCELLANEOUS. (a) This Agreement does not constitute either party the agent or legal representative of the other party. Neither party is authorized to create any obligation on behalf of the other party including, but not limited to, the obligation for payment of any service or warranty obligation hereunder. (b) Neither this Agreement nor any right or obligation hereunder may be transferred or assigned by either party without the prior written approval of the other party, except that Company can transfer or assign this Agreement or any right or obligation (including, but not limited to the right to receive payments for any orders) to Ingersoll-Rand Company or an
Ingersoll-Rand Company entity without first obtaining Customer’s consent. (c) The rights and remedies herein reserved to Company will be cumulative and additional to any other or further rights and remedies provided at law or equity. (d) Customer does not have the right to setoff or to back charge against any amounts which become payable to Company under this Agreement or otherwise. (e) The official text of this Agreement is in the English language. If this Agreement is translated into another language, the English text will govern any question with respect to interpretation. (f) The headings in this Agreement are for convenience of reference only and do not affect the meaning of this Agreement in any manner.
23.DEFINITIONS. (a) “Agreement” means Ingersoll-Rand Company, Security Technologies Sector Terms and Conditions of Sale and Service. (b) “Company” means Ingersoll-Rand Company, Security Technologies Sector. (c) “Customer” means the Buyer. (d) “Buyer” means the purchaser of products or Services from Company. (e) “U.S.” means United States of America.
