Common use of Limitation of Liability; Indemnity Clause in Contracts

Limitation of Liability; Indemnity. Xxxxxx’x liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liability, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages and expenses (including attorneys’ fees and litigation costs) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend and indemnify the Xxxxxx Indemnitees from and against any and all patent or other intellectual property claims related to (i) any Xxxxxx goods made in accordance with Purchaser’s designs or specifications; (ii) the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liability, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-non- conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages and expenses (including attorneys’ fees and litigation costs) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend and indemnify the Xxxxxx Indemnitees from and against any and all patent or other intellectual property claims related to (i) any Xxxxxx goods made in accordance with Purchaser’s designs or specifications; (ii) the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x Xxxxxx'x liability on any claim for loss or damage arising out of any transactions under this Agreement transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreementContract, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s 's remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, as determined by Xxxxxx and subject to the provisions of Section section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ ' bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX Xxxxxx shall not, under any circumstances, be liable for any charges without its prior written consent. Xxxxxx SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreementContract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including reasonable attorneys’ fees and litigation costs' fees) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees from and against any and all patent or other intellectual property claims related to (i) any a)any Xxxxxx goods made in accordance with Purchaser’s 's designs or specifications; or (ii) the b)the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x AIP’s liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming nonconforming goods, subject to the provisions of Section paragraph 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx AIP and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx AIP would not have agreed to the price or terms of this transaction. XXXXXX AIP SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx AIP furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx AIP to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx AIP goods or incorporates Xxxxxx AIP goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) AIP from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including SLK_TOL: #1981483v1 4 reasonable attorneys’ fees and litigation costsfees) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees AIP from and against any and all patent or other intellectual property claims related to (i) any Xxxxxx AIP goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to Xxxxxx AIP by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x FSS will exercise due care and skill in the performance of its services and accepts responsibility only in cases of proven negligence FSS shall have no liability on any claim for loss or damage to the Client arising out of or in connection with the Contract and its performance by reason of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, representation or the salebreach of any express or implied condition, resalewarranty or other term of any duty at common law or under any statute for any indirect, operation special or use consequential loss of goods, whether based on agreement, warranty, tort the Client (including negligence) or other grounds or theory loss of liabilityprofits), shall not exceed and the price allocable to such goods or services or part thereof involved in total liability of the claim, regardless of cause or fault. Purchaser’s remedies are limited Company to the return Client in respect of non-conforming goods and repayment any other loss shall be limited in respect of the price any one event or series of connected events, to an amount equal to the repair and replacement of non-conforming goods, subject fees paid to the provisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes Company under the basis of the parties’ bargainContract (excluding General Sales Tax thereon) The Client shall guarantee, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including FSS and its directors, officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature including reasonable legal expenses and representatives (collectively “Xxxxxx Indemnitees”) from howsoever arising relating to the performance, purported performance or non-performance of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned. FSS reserves the right to add to, delete or change these conditions to maintain conformance with Accreditation Board requirements, without prior notification Responsibility & Authority – FSS is responsible for and all claimsretains absolute authority for decisions relating to the granting, liabilitiesRefusing, lossesmaintaining of certification, penaltiesexpanding or reducing the scope of certification, interestrenewing, costssuspending or restoring following suspension, damages and expenses (including attorneys’ fees and litigation costs) involving personal injury or property damagewithdrawing of certification Neither FSS SERVICES nor any of its employees or auditors shall be liable for any loss, expense or damage however so sustained by any company, client or person due to any act whatsoever taken by FSS SERVICES or its employees or auditors, save to the extent that any attempted exclusion or liability would be contrary to law. Purchaser also agrees to hold harmless, fully defend and The client will indemnify the Xxxxxx Indemnitees from and FSS SERVICES against any and all patent claims or other intellectual property claims losses suffered by FSS SERVICES as a result of misuse or misrepresentation by the client of any logo, approval or registration given to the client by FSS SERVICES under these Certification Agreement & Rules. The client shall inform FSS SERVICES of changes related to legal status, organizational/management, address & sites, scope, major change in management system and processes. Acceptance of this document means the Organization is ready to follow all the terms and conditions as defined in this document and Accredited Management System Process (i) FSS SERVICES-F002), hence this document will be considered as a legally enforceable document to deal with any Xxxxxx goods made in accordance with Purchaser’s designs or specifications; (ii) the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxxmisconduct.

Limitation of Liability; Indemnity. Xxxxxx’x liability on any claim for loss or damage arising out of any transactions under this Agreement transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreementContract, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, as determined by Xxxxxx and subject to the provisions of Section section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. XXXXXX Xxxxxx shall not, under any circumstances, be liable for any charges without its prior written consent. Xxxxxx SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreementContract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including reasonable attorneys’ fees and litigation costsfees) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees from and against any and all patent or other intellectual property claims related to (i) any a)any Xxxxxx goods made in accordance with Purchaser’s designs or specifications; or (ii) the b)the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x SanaVita Medical’s liability on any claim for loss or damage arising out of any transactions under this Agreement transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreementcontract, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s 's remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx SanaVita Medical and Purchaser and constitutes the basis of the parties’ ' bargain, without which Xxxxxx SanaVita Medical would not have agreed to the price or terms of this transaction. XXXXXX SanaVita Medical shall not, under any circumstances, be liable for any charges without its prior written consent. SanaVita Medical SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx SanaVita Medical furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx SanaVita Medical to any liability, whether based on agreementcontract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx SanaVita Medical goods or incorporates Xxxxxx SanaVita Medical goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) SanaVita Medical from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including reasonable attorneys’ fees and litigation costs' fees) involving personal injury or property damage. Purchaser Xxxxxxxxx also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees SanaVita Medical from and against any and all patent or other intellectual property claims related to (i) any Xxxxxx SanaVita Medical goods made in accordance with Purchaser’s 's designs or specifications; (ii) the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x Mandals liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx MANDALS and Purchaser and constitutes the basis of the parties’ bargain, without which Xxxxxx MANDALS would not have agreed to the price or terms of this transaction. XXXXXX MANDALS SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx MANDALS furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx MANDALS to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx MANDALS goods or incorporates Xxxxxx MANDALS goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) MANDALS from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including reasonable attorneys’ fees and litigation costsfees) involving personal injury or property damage. Purchaser Xxxxxxxxx also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees MANDALS from and against any and all patent or other intellectual property claims related to (i) any Xxxxxx MANDALS goods made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to Xxxxxx MANDALS by Purchaser for use in the manufacture, production or assembly of such goods; . Mandals supplied goods must be used with secondary safety equipment on all applications and during operation, such as whip checks, safety socks, verification of coupling mounting and torque. On all medium compressed hoses, a proof test to 1.5xWP, and use of whip checks or (iii) Purchaser’s modification similar methods of Xxxxxx goods or Purchaser’s combination restraining movement in the event of Xxxxxx goods with another productcoupling error, which in either case was not previously authorized by Xxxxxxis mandatory.

Limitation of Liability; Indemnity. Xxxxxx’x You hereby release Marquette Bank from any liability on and agree not to make any claim or bring any action against us for loss honoring or damage arising out of allowing any actions or transactions under this Agreement where you have authorized the person performing the action or from the performance or breach thereof or connected with any goods or services supplied hereundertransaction to use your account(s) and/or you have given your password to such person, or the sale, resale, operation or use of goods, whether based on agreement, warranty, tort (including negligence) or other grounds or theory of liability, shall not exceed the price allocable to such goods or services or part thereof involved in the claimcase of a jointly held account, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment such person is one of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis owners of the parties’ bargain, without which Xxxxxx would not have agreed account. You agree to the price or terms of this transaction. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, indemnify Marquette Bank and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages and expenses (including attorneys’ fees and litigation costs) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend and indemnify the Xxxxxx Indemnitees it harmless from and against any and all patent liability (including but not limited to reasonable attorney fees) arising from any such claims or other intellectual property claims related actions. Our liability to you is explained in any Agreements, Notices, or Disclosures that we separately provide to you from time to time regarding your accounts and Online Banking for Business. This section explains our liability to you only to the extent that our liability has not been separately disclosed to you by any of these Agreements, Notices, or Disclosures. Under no circumstances will we have any liability to you for failing to provide you access to your accounts or Online banking for Business. Furthermore, unless otherwise required by applicable law, we will only be responsible for performing the Online Banking for Business service as expressly stated in this Agreement, and will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct in performing Online Banking for Business Services. YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE SERVICE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY BANK DURING THE SIX (i6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME AWARE OF THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED BY BANK ON AN “AS IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BANK MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN LAW OR IN FACT, WHATSOEVER TO YOU OR TO ANY OTHER PERSON AS TO THE SERVICES OR ANY ASPECT THEREOF, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, OR SUITABILITY. YOU AGREE THAT NO ORAL OR WRITTEN ADVICE OR REPRESENTATION OBTAINED FROM ANY BANK EMPLOYEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OR REPRESENTATION FOR PURPOSES OF THIS AGREEMENT OR ANY SERVICES TO BE PERFORMED PURSUANT HERETO. BANK MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU AS TO ANY COMPUTER HARDWARE, SOFTWARE, OR EQUIPMENT USED IN CONNECTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR COMPUTER SYSTEMS OR RELATED EQUIPMENT, YOUR SOFTWARE, OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT), OR AS TO THE SUITABILITY OR COMPATIBILITY OF BANK’S SOFTWARE, INTERNET DELIVERED SERVICE, EQUIPMENT OR COMMUNICATION INTERFACES WITH THOSE THAT YOU USE, OR AS TO WHETHER ANY SOFTWARE OR INTERNET DELIVERED SERVICE WILL PERFORM IN AN UNINTERRUPTED MANNER, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BANK SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS OR FAILURES RESULTING FROM DEFECTS IN OR MALFUNCTIONS OF YOUR COMPUTER HARDWARE OR SOFTWARE, FOR THE QUALITY OF PERFORMANCE OR LACK OF PERFORMANCE OF ANY COMPUTER SOFTWARE OR HARDWARE OR INTERNET DELIVERED SERVICES SUPPLIED BY BANK TO YOU IN CONNECTION WITH THIS AGREEMENT, OR FOR THE TRANSMISSION OR FAILURE OF TRANSMISSION OF ANY INFORMATION FROM YOU TO BANK OR FROM BANK TO YOU. BANK SHALL NOT BE RESPONSIBLE FOR NOTIFYING YOU OF ANY UPGRADES OR ENHANCEMENTS TO ANY OF YOUR COMPUTER HARDWARE OR SOFTWARE. Except to the extent that we are liable under the terms of this Agreement or an agreement that otherwise governs your accounts, you agree to indemnify and hold us, our directors, officers, shareholders, employees, agents harmless from all loss, liability, claims, demands, judgements and expenses arising out of or in any Xxxxxx goods made in accordance way connected with Purchaser’s designs or specifications; (ii) an account for the performance of Online Banking for Business Services. This indemnification is provided without regard to whether our claim for indemnification is due to the use of the Online Banking for Business services by you or your authorized representative. Marquette Bank reserves the right to modify or terminate this agreement at any drawings provided time. We will comply with any notice requirements under applicable law for such changes or termination. If we terminate this Agreement, no further Internet Banking transfers or bill payments will be made, including but not limited to Xxxxxx by Purchaser any payments or transfers scheduled in advance or any pre-authorized recurring payments or transfers. If we modify this Agreement, your continued use of Online Banking for use in the manufacture, production or assembly Business will constitute your acceptance of such goods; changes in each instance. You hereby authorize Marquette Bank to conduct any investigation deemed necessary to establishing this account. In case of questions regarding Online Banking for Business, Call Marquette Bank at 0-000-000-0000 or write to: Marquette Bank % Treasury Solutions 0000 Xxxx 000xx Xxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 Business Days: Monday through Friday Saturday, Sunday, and Marquette Bank Holidays Excluded Fax completed document to 000-000-0000 or scan/email to xx@xxxxxxxxxxxxxx.xxx Company Name: Taxpayer ID #: Accepted: Date: (iiiMust be authorized signer on account) PurchaserPrinted signer’s modification Name: Xxxxxx’s phone # Signer’s Email: I authorize (print name of Xxxxxx goods or Purchaserauthorized user) to act as the company’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.Online Banking for Business Account Administrator. Authorized User’s phone # Authorized User’s Email: Customer requests Mobile Banking/Mobile Deposit Service ($1.00 per deposit) 🞏 Yes 🞏 No Bank Use Only

Limitation of Liability; Indemnity. Xxxxxx’x Secant’s liability on any claim for loss or damage arising out of any transactions under this Agreement transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreementcontract, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s 's remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7paragraph 6. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx Secant and Purchaser and constitutes the basis of the parties’ ' bargain, without which Xxxxxx Secant would not have agreed to the price or terms of this transaction. XXXXXX Secant shall not, under any circumstances, be liable for any charges without its prior written consent. SECANT SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx Secant furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx Secant to any liability, whether based on agreementcontract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx Secant goods or incorporates Xxxxxx Secant goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) Secant from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including reasonable attorneys’ fees and litigation costs' fees) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees Secant from and against any and all patent or other intellectual property claims related to (i) any Xxxxxx Secant goods made in accordance with Purchaser’s 's designs or specifications; (ii) the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x Xxxxxx'x liability on any claim for loss or damage arising out of any transactions under this Agreement Contract or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreementcontract, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return replacement or repair of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goodsany defective good, subject to the provisions terms of Section 76. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ ' bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. Xxxxxx shall not, under any circumstances, be liable for any labor charges without its prior written consent. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreementcontract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including reasonable attorneys’ fees and litigation costs' fees) involving personal injury or property damage. Purchaser also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees from and against any and all patent or other intellectual property claims related to (ia) any Xxxxxx goods made in accordance with Purchaser’s 's designs or specifications; or (iib) the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.

Limitation of Liability; Indemnity. Xxxxxx’x Xxxxxx'x liability on any claim for loss or damage arising out of any transactions under this Agreement transaction or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on agreementcontract, warranty, tort (including negligence) or other grounds or theory of liabilitygrounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, regardless of cause or fault. Purchaser’s remedies are limited to the return of non-conforming goods and repayment of the price or to the repair and replacement of non-conforming goods, subject to the provisions of Section 7. This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between Xxxxxx and Purchaser and constitutes the basis of the parties’ ' bargain, without which Xxxxxx would not have agreed to the price or terms of this transaction. Xxxxxx shall not, under any circumstances, be liable for any labor charges without its prior written consent. XXXXXX SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENTCONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF GOODS OR ASSOCIATED PRODUCTS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if Xxxxxx furnishes Purchaser with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject Xxxxxx to any liability, whether based on agreementcontract, warranty, tort (including negligence) or other grounds. In the event Purchaser modifies Xxxxxx goods or incorporates Xxxxxx goods into another product or component part, Purchaser agrees to hold harmless, fully defend harmless and indemnify Xxxxxx, including its directors, officers, employees, agents and representatives (collectively “Xxxxxx Indemnitees”) from any and all claims, liabilities, losses, penalties, interest, costs, damages costs and expenses (including reasonable attorneys’ fees and litigation costs' fees) involving personal injury or property damage. Purchaser Xxxxxxxxx also agrees to hold harmless, fully defend harmless and indemnify the Xxxxxx Indemnitees from and against any and all patent or other intellectual property claims related to (i) any Xxxxxx goods made in accordance with Purchaser’s 's designs or specifications; (ii) the use of any drawings provided to Xxxxxx by Purchaser for use in the manufacture, production or assembly of such goods; or (iii) Purchaser’s modification of Xxxxxx goods or Purchaser’s combination of Xxxxxx goods with another product, which in either case was not previously authorized by Xxxxxx.