Buyer’s Remedies. In the event that Diamond breaches any warranty or other provision of these Terms and Conditions, any Sales Confirmation or any other agreement respecting the purchase or sale of goods from Diamond (collectively, "Agreement"), Buyer’s exclusive remedy shall be the repair or replacement, at Diamond's option, of any defective goods. Under no circumstances shall Diamond be liable for any reimbursement of labor costs incurred by the Buyer whether as a result of warranty under Section 4 herein or resulting from rectification, installation, return of goods to Diamond, or otherwise. Under no circumstances shall the liability of Diamond, whether in contract, tort, warranty or otherwise exceed the purchase price of the goods. Buyer must notify Diamond in writing of any claim regarding defective or nonconforming goods (a) within ten (10) days after receipt of the goods with respect to any claim not covered by the warranty set forth in Section 4 herein, or (b) within ten (10) days after a defect is or should have been discovered with respect to any claim covered by such warranty. If Xxxxx fails to notify Diamond timely of a claim, the goods shall be deemed accepted by Buyer without objection and any such claim by Buyer shall be waived. Defective goods shall be returned to Diamond Roll Up Door, Inc., 000 Xxxxxxxx Xxx, Xxxxx Xxxxxxxx, Xxxx 00000 to the attention of Customer Service Department. [Replacement product shall be made available to Buyer, F.O.B., in Upper Sandusky, Ohio. Freight costs, if any, shall be at Buyer’s expense.] Xxxxx acknowledges and agrees that it will not assert a right of offset or recoupment against Diamond or any affiliate thereof or its directors, officers or employees, or any affiliate thereof with respect to any future, present or prior sales transactions involving any new or used goods or any other obligation of Diamond to Buyer. The rights and remedies provided to Buyer herein shall be the SOLE and EXCLUSIVE rights and remedies of Buyer and Buyer hereby waives all other rights and remedies provided by applicable law or equity, including without limitation, INDIRECT, incidental, consequential, liquidated, punitive or any other damages. DIAMOND SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES (INCLUDING LOSS OF CARGO, LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUES, COST OF CAPITAL, COST OF BUSINESS INTERRUPTION, OR ANY OTHER DAMAGES), OR ANY CLAIMS OR D...
Buyer’s Remedies. In the event Seller fails to comply with the terms of this Agreement, Buyer’s remedy shall be limited to the return of its Deposit, and this Agreement shall become null and void, neither party having further rights or liabilities hereunder, provided that the Deposit, if any, is returned to Buyer. Buyer agrees that it shall not have the right to demand specific performance.
Buyer’s Remedies. If both (a) this Agreement is terminated ---------------- prior to Closing by Buyer pursuant to Section 8.1.2 or 8.1.3 as a result of a ---------------------- breach by Seller in any material respect of any of its representations and warranties made herein or its covenants or agreements made herein and (b) Buyer is not in breach in any material respect of any of its representations and warranties made herein or its covenants or agreements made herein, the Deposit and all accrued interest thereon shall be returned to Buyer, and Buyer shall have, in addition to its right to receive the Deposit and all accrued interest thereon, the right to seek monetary damages from Seller; provided, however, that -------- ------- such damages shall be limited to $1,000,000.00; and provided further, that in no ---------------- event shall Buyer be entitled to make any claim against Seller for, nor be entitled to damages from Seller for, any anticipated profits it lost as a result of Buyer's not acquiring the System; and provided further, that nothing in this ---------------- Section 8.2.2 shall be an admission by Seller that Buyer shall be entitled to ------------- damages for anticipated profits under any circumstances. If Seller defaults in the performance of its obligations under this Agreement, Buyer shall be entitled, in addition to any other remedies that may be available, to request Seller to specifically perform its obligations under this Agreement, if necessary, through injunction, court order or other process, and to recover from Seller any costs or expenses reasonably incurred by Buyer in connection therewith.
Buyer’s Remedies. IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, THEN BUYER SHALL BE ENTITLED TO SEEK ALL REMEDIES AVAILABLE TO BUYER, AT LAW OR IN EQUITY, INCLUDING AN ACTION FOR EQUITABLE RELIEF. SELLER HEREBY AGREES THAT THE PROPERTY IS UNIQUE AND THAT IF SELLER FAILS TO CONVEY THE PROPERTY TO BUYER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, AND SUCH FAILURE CONSTITUTES A DEFAULT BY SELLER UNDER THIS AGREEMENT, SUCH FAILURE COULD CAUSE IRREPARABLE HARM TO BUYER. ACCORDINGLY, SELLER AGREES THAT EQUITABLE RELIEF IS A PROPER AND FAIR REMEDY FOR SUCH FAILURE. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS PARAGRAPH 20 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller’s Initials Buyer’s Initials
Buyer’s Remedies. In the event the transaction contemplated hereby is not consummated as a result of Seller's default hereunder, Buyer's sole and exclusive remedies shall be either (i) to seek from Escrow Holder the return of the Deposit and any other documents and funds then held by Escrow Holder and Seller shall reimburse Buyer for Buyer's reasonable and documented out-of-pocket expenses incurred in connection with the purchase transaction contemplated under this Agreement (but in no event to exceed one-fourth percent (1/4%) of Purchase Price)or (ii) to seek specific performance of Seller's obligations hereunder by delivering the Purchase Price into the Escrow; provided, however, that as conditions precedent to such action for specific performance, [A] no uncured default in the performance of Buyer's obligations under this Agreement shall exist and no event shall have occurred which with the passage of time or with notice, or both, could become such an event of default, and [B] Buyer shall not seek to amend the Purchase Price in such action.
Buyer’s Remedies. Buyer’s remedies are cumulative and in addition to all remedies set forth herein or otherwise legally available. Buyer may exercise its remedies either individually or cumulatively. Buyer’s remedies shall include, but not be limited to, incidental and consequential damages and the cost of any recall campaigns or other corrective actions. Buyer’s selection of any particular remedy, or its forbearance in exercising any remedy available to it, shall not constitute an election or waiver of any other remedy.
Buyer’s Remedies. (a) If the transaction contemplated by this Agreement is not consummated by the Closing Date because of a default hereunder on the part of Seller, then Buyer’s sole and exclusive remedy by reason of such default by Seller shall be to terminate this Agreement, in which event neither Party shall have any further rights, duties or obligations under this Agreement and the Deposit shall be returned to Buyer. Buyer hereby expressly waives any and all rights to claim specific performance of this Agreement and to record a lis pendens upon the Property.
Buyer’s Remedies. Upon failure of Seller to comply herewith by the Closing Date, as it may be extended in accordance herewith, Buyer, at its sole option and in addition to any other remedies it may have at law or equity, may (i) enforce specific performance, or (ii) terminate this Agreement. In the event Buyer elects to terminate this Agreement as set forth above, Seller shall immediately return the Performance Deposit to Buyer.
Buyer’s Remedies. Upon failure of Seller to fulfill or perform any undertaking, commitment, or obligation provided for herein on the part of Seller that is required to be fulfilled on or prior to the Closing Date, Buyer, at its sole option, may (i) enforce specific performance of this Agreement or (ii) pursue any other rights or remedies available at law or in equity.
Buyer’s Remedies. If Seller fails to comply herewith for any reason, except Buyer’s default, Buyer may either:
