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0 E C 7 1993
<br />1. APPLIC.-1 Bi t' PRICE,
<br />The Frices set forth on any Equipment Stlprlerneni of other or-
<br />der are iho, ,e that will nppl; tier we scheduled ir,.tad.:n m/dch%-
<br />cry date shown on tl::• ord:r. If ins:all:.pion' deliver- is post-
<br />poned by Customer more that. th9 n•(30) Jaye, t: e pri << will be
<br />shove in effect on the new installation,dethcr, date.
<br />S. T.4XF-.S
<br />Cu,,inmer agrees to pay any saics, use pr other local, elate and
<br />Federal taxes, however designated (cxchiding iaxcs ua ABI's net
<br />income), imposed on or based upon the pro%isioil, sale or use of
<br />file products or services ptorided under ibis Agreement. Taxes
<br />Will be separafely stair:'. on Cwionier's invoice or statement of
<br />account.
<br />9. SHIPAVENT
<br />Ali shipping, rigging and other destination charges will he in-
<br />voiced by ABI and paid by Cyuctomer.
<br />10. TITLE AND RISK OF LOSS
<br />A. Sen ice Orders.
<br />I. All products provided under service orders will remain the
<br />personal property of ABI whether or not attached to or
<br />embedded in realty.
<br />2. ABI will bear Che risk of loss or damage to the products,
<br />except that Customer will he liable.to ABI for the cost of
<br />repair or replacement of products lost or damaged as a result
<br />Of any C'ustomer's neghgencr., intentional acts, unauthorized
<br />inoitallation or maintenance or other cause within the reason-
<br />able control of Customer, its employees or agents.
<br />B. Purchase Orders.
<br />1. For products not already in Customer's possession, title
<br />shall pass to Customer on the date of shipment from ABI.
<br />For products already in Customer's possession, title shall
<br />Pass to Customer on the date Customer's order is accepted by
<br />ABI.
<br />2. For products not already in .Customer's possession, risk
<br />of loss passes to Customer when the products are delivered to
<br />Customer. ABI will bear the risk of loss to products while in
<br />transit'to Customer. For products already in:Customer's pos-
<br />session, risk of loss passes to Customer on the date Cus-
<br />tomer's order is accepted by ABI.
<br />11, SECURITY INTEREST
<br />A. ABI or its assign shall have a purchase money security inter-
<br />est in any and all products, together with all proceeds and re-
<br />placements, sold or provided to Customer pursuant to each or-
<br />der under this Agreement until all charges, including installation
<br />charges set forth on that order are paid in full.
<br />B. Customer agrees that ABI may file or record this Agree -
<br />went. any orders placed hereunder and any other applicable doc-
<br />ument as may be necessary to protect the interest of ABI or its
<br />assign in the products. Customer agrees to execute and deliver
<br />any documents reasonably requested by ABI for such purpose.
<br />11. HARRANrYAND IfARRANTYF-.VCLVSIOA'S
<br />A. Service Order. ABI warrants that all products provided for
<br />Customer's use under service orders will be in good working or-
<br />der on the date their service period begins and that ABI will re-
<br />pair the products, without charge for pat is and labor, if they fail
<br />to work during the service period or any renewal service period.
<br />B. Purchase Order.
<br />1. ABI warrants that all products sold to Customer will be
<br />in good working order on the date title passes to Customer,
<br />and -that ABI will repair the products, without charge for
<br />parts and labor, if they fail to work, if Customer notifies ABI
<br />within one (1) year from the date title passes to Cu:.,t•,n_,r of
<br />such failure. If ABI determines that the product cannot be
<br />placed in good working order, ABI, at its option, may either
<br />replace the product or refund the purchase price. Repair
<br />parts may be new or equivalent to new in performance. They
<br />wil be furnished on an exchange basis, and the returned
<br />parts will become the property of ABI.
<br />2. During the warranty period, Customer will advise ABI of
<br />any change in the street address of the products. The war -
<br />55 PACE L�j
<br />rainy will only apply to products located within the conicrmi-
<br />nous form -eight (0) United States.
<br />3. If Customer mod?fits ary product dutin^ the t.arram}
<br />period and such modification impede. ALT, tc�itrc o- n• -
<br />pairs of the product of creates a safety ha. arJ, t)tr modific.,
<br />tion will be removed at Customer's expeme, or Customer 1%J;
<br />pay any extra costs Alli incurs becaucc of the moditicaron.
<br />C. The warranties providel herein do not cover dama"--, de-
<br />fects, malfunctions er wi- ice failures caused by:
<br />I. Customer's failure to follow ABI's installatkin. opera-
<br />tion or maintenance instructions:
<br />I. Customer's modi,tcrtions of the pm":ucts;
<br />3. Customer's abuse, misuse or negligent acts. and
<br />4. As to sold products only, power failure or surges. fir,.
<br />flood, accident, actions of third panics and other events out-
<br />side ABI's control.
<br />1). .EXCEPT AS SPECIFICALLY MADE HEREIN, ABI
<br />AND ITS AFFiLiATED SUBCONTRACTORS AND SUP-
<br />PLIERS MAKE NO WARRANTIES, EXPRESS OR B11 -
<br />PLIED, AND SPECIFICALLY DISCLAIM ANY VAR-
<br />RANTY OF MERCHANTABiLITY OR FiTNESS FOR A
<br />PARTICULAR PURPOSE.
<br />1?. P.4TE.'1'T ANI) C'OPYRiG1IT L'VDEAf,'1'IT)'
<br />ABI will defend or settle, at its own expense, any action brought
<br />against Customer to the extent that it is based on a claim that any
<br />product(s) provided by ABI pursuant to this Agreement infringe
<br />any U.S. copyright or patent; and ABI will pay those costs, dam-
<br />ages and attorneys' fees finally awarded against Customer in any
<br />such action attributable to any such claim, but such defense, set-
<br />tlements and payments are conditioned on the following: (I)that
<br />ABI shall be notified prompily in writing by Customer of any
<br />such claim: (2)that ABI shall have sole control of the defense of
<br />any action on such claim and of all negotiations for its settlement
<br />or compromise. (3)that Customer shall cooperate with ABi in a
<br />reasonable way to facilitate the settlement or defense of such
<br />claim; (4)that such claim does not arise from the use or combina-
<br />tion of products provided by ABI with products provided by
<br />others; and (5)should such product(s) become, or in ABI's opin-
<br />ion be likely to become, the subject of such claim of infringe-
<br />ment, then Customer shall fi^i'mit ABI, at ABI's option and ex-
<br />pense, either to (a) procure for Customer the right to continue
<br />using the product(s), or (b) replace or modify the same so that it
<br />becomes noninfringing and functionally equivalent, or (c) upor
<br />failure of (a) and (b) above despite the reasonable efforts of
<br />ABI, for a sold product, buy back the products) at the Cus-
<br />Comer's purcha,e price, less depreciation calculated at an equal
<br />amount per year over the life of the product as set by ABI: or for
<br />a product provided under a service order, terminate without pen-
<br />rJty Customer's use of the proditc110. This Section states the en-
<br />tire liability of ABI with respect to the infrinccment of copy-
<br />rights'and patents by the products provided limeunder nr the
<br />operation thereof.
<br />14. SOF7W;4REAND OTHER LVFORAI,4TIOV
<br />Any and all documentation, information and software owned by
<br />ABI and its suppliers and provided to Customer by ABI fur use
<br />with products provided to Customer -under this Agreement ;hall
<br />remain the property of ABI. ABI hereby grants Customer a per-
<br />sonal, nontransferable and r;:nexclusive license to use ail such
<br />documentation, technical information. confidential business in-
<br />formation and all software and related documentation, in what-
<br />ever form recorded (all hereinafter designated "information"),
<br />which are furnished to Customer under or in contemplation of
<br />this Agreement, subject to the following terms and conditions:
<br />If. All such information shall retrain the property of ABI or its
<br />supplier.
<br />2. Such information:
<br />(a) shall be used by Customer only to order or to evaluate
<br />for that purpose ABI -products. or to install, operate, or
<br />maintain the particulaii product for which it wits initially
<br />furnished;
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