your internal use as necessary, and upon the further condition that, as our sole property, they shall not be used, in whole or
in part, for furnishing information to others or for any purpose not specifically authorized in a writing signed by one of our
corporate officers. These ownership provisions shall not be superseded by any printed form used in connection with or
arising out of a sale induced by a proposal or othemise.
11. PATENT INFRINGEMENT (a) We warrant that the Equipment in the condition sold to you is free of the rightful claim of
infringement of any apparatus claims of any third-party U.S. patent issued as of the date of our acknowledgment and
acceptance of your order, and we will defend, indemnify and hold you harmless from such claims; provided, however, we
make no express or implied warranties of non-infringement and undertake no indemnification in respect of third-party rights
where the alleged patent infringement is based upon or related to (i) any method, process or product claims in third-party
U.S. patents; (ii) any combination of the Equipment with other equipment not supplied by us; or (iii) any modifications of the
Equipment made by you and not approved by us.
(b) You shall notify us within 30 days of your receipt of notice of an alleged third-party patent infringement
claim that would entitle you to patent infringement indemnification pursuant to paragraph 11(a), and we shall thereupon
assume defense of the claim at our expense. We shall have the sole right to settle or otherwise compromise such a
third-party claim, including but not limited to the right to either (i) modify the Equipment to avoid infringement if you are
agreeable to the modification, (ii) repurchase the Equipment from you at a price equal to the then-current fair market
value of the Equipment, or (iii) secure rights by assignment or license to permit continued use of the Equipment.
(c) If a third party charges us with patent infringement relating to Equipment sold by us to you, we shall have the
right to either (i) modify the Equipment to avoid infringement if you are agreeable to the modification, (ii) repurchase the
Equipment from you at a price equal to the then-current fair market value of the Equipment, or (iii) secure rights by
assignment or license to permit continued use of the Equipment. If a third party charges us with patent infringement on the
bases set forth in paragraph 11(a){(i), (ii) or (iii), you shall hold us harmless for all expenses and awards of damage
assessed against us, and we shall also have the right to modify or repurchase the Equipment or to secure rights for
continued use by way of assignment or license as set forth in this paragraph.
(d) Our total, cumulative liability under paragraphs 11a), (b) and/or (c) is limited to 100% of the price paid to us by
you for the Equipment.
12. SAFETY AND HEALTH STANDARDS: The Equipment described herein (or on the specifications provided herewith)
complies with applicable safety and health standards issued pursuant to the Occupational Safety and Health Act of 1970
(the Act) and in effect on this date as such standards are interpreted and understood by us. These standards may be
amended and/or their meaning may be clarified prior to shipment or performance, and if such change or clarification
requires changes in the Equipment described herein, we shall make the necessary changes available to you. You shall pay
for any and all such changes at our prices therefor in effect at time of shipment or performance, as the case may be.
Because actual compliance by employers with the Act is beyond our control, we cannot and do not represent that the use of
the Equipment described herein, nor the location, installation or maintenance thereof, will comply with the Act or regulations
and standards issued pursuant thereto. We make no representation of compliance with safety and health standards
contained in any statute, regulations or ordinance of any state or political subdivision thereof applicable to the Equipment
described herein unless you have notified us of the existence and contents of such standards and we have agreed in
writing to the incorporation of such standards in the specifications relating to such Equipment. Nothing in this provision shall
operate to modify or affect in any manner whatsoever our disclaimer of any liability for consequential damages contained
elsewhere in these terms and conditions of sale.
13. INSPECTION: Upon prior written notice, you may make reasonable inspections of Equipment at our facility. We reserve
the right to determine the reasonableness of the request and to select an appropriate time and location for such inspection.
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