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7. APPIJC_-1 HLF-' PRICES'
<br />The rricc, set forth on a:;y Lquipmcni Supplement or other or -
<br />(1 -:r are those that will ❑ppl; for tl:e sched;tl;d ir,tall,:n )wdeh%-
<br />cr date shrtvn on fico on':r. If in,;allolo❑ Jelivcr, i, past.
<br />poncd by Customer more than ih:i n (30) Ja%s, il;e prh ct %%ill he
<br />tho,c in effect on the• nc%, instaltationrdcliu•n date.
<br />S. TA A'F..S
<br />Cu,vvmcr agrees t,) pay any sat.•,, use (It othor local, state and
<br />Federal taxes, however dc,ignated icxcludinF talcs oa ABI's net
<br />income). imposed on or based upon rite provi,;on, ,ale or use of
<br />the ptodt:;it or services ptovided ut.der this Atrsccher,t. Talcs
<br />Will he separately stats^! on Customer's iucui:e or -itemrrii of
<br />account.
<br />9. ti111P,IfENT
<br />All shipping, rigging and other destination charges will he in-
<br />voiced by ABI and paid by Customer.
<br />10. TITLE AND RISK 0I' LOS'S
<br />A. SeniccOfders.
<br />1. All products provided under service orders will remain life
<br />personal property of .ABI whether or nut attached to or
<br />embedded in really.
<br />2. ABI will bear the risk of less or damage to the products,
<br />except that Cusio^cr wi!l be liphle to ABI for 0;c cost of
<br />repair or ieplacemem of products Inst of dama__ed as a resift
<br />of any Clrstemer's nceh°cnce, intentional acts, unauthorized
<br />Snttallation 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 fn C'ustomer's possession, title
<br />shall pass to Customer on the date of shipment from ABI.
<br />Ivor 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 pos%es,ion, risk
<br />of loss passes to Customer when the products are dcli%Bred to
<br />Customer. ABI will bear the risk or loss to products while in
<br />transit'to Customer. for products already in.Cusiomcr's pos-
<br />session, risk of loss passes to Customer on the date Cus-
<br />tomer's order is accepted by ABI.
<br />1/. SECURIT )' INTERL:ST .
<br />A. ABI or its assign shall I;ave a purchase money security inter-
<br />est in any and all product,, together with all proccs•ds 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 fall.
<br />B. Customer agrees that ABI may file or record this Agree-
<br />ment, 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 ereeute and deliver
<br />any docunienis reasonably requested ty ABI for such pnrpose.
<br />12. N9IRRANTYAND IPA RRA A'TYF.VCLUSION.S
<br />A. Service Order. ARI warrants than all products pros ided for
<br />Customers use under service orders %,ill be ;n good %vrnking or-
<br />der on the date their service period begins and that ABI will re-
<br />pair the products, without charge for par is and labor, if they fail
<br />to work during the service period or am renewal ser%ice period.
<br />B. Purchase Order.
<br />1, ABI warrants that all products sold to Cu%iomcr 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 />will. 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 />ranty will only appy to products located within the comcrm;
<br />nous form -eight (as) United States.
<br />3. If Customer mndlfhes ar.y product durin: the %•arras^-
<br />period and such mothtication impede, AL11% lc nvnv o- ;,,-
<br />pairs of the product or creates a safety ha.atJ, flit nindfftc..
<br />lion will he removed ai Customer's cspensc, or Customs! ,,I.
<br />pay any extra costs ARI incurs because of the moditicarm,
<br />C. The warranties provide 1 herein do not Lover damage , d, -
<br />le,:ts, niallunctions rr service failures caused 1,):
<br />I. Customer's failure to folloss AR►'s installation. op:;ha
<br />tion or rmnntethance rttstruciions:
<br />2. C:ustomcr'smodi,rc;,tron%ofthe pro acts:
<br />3. Customer's abuse, misuu or negligent acts: and
<br />.1. As to sold products only:, power failure• r -r surer.. to;
<br />f h,rd, accident, actions of third parties and other events aur-
<br />si& ABI's control.
<br />D. EXCEPT AS SPECIFICALLY MADE: HEREIN, ABI
<br />AND ITS AFFILIM E.D SUBCONTRACTORS AND Slip -
<br />PLIERS MAKE. NO SS'ARR,ANIIES, EXPRESS OR M.
<br />PLIFD, AND SPEcirIC.ALLY DISCLAIM AN! N.kN-
<br />RANTY OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE.
<br />1?. P41TE\'TAAWC'OPFRIGffTLIVEIr_MiVIT)-
<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 artv
<br />products) provided by ABS pursuant to this Agreement infring,
<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 arc conditioned on the following: (I)ihat
<br />ABI shall be notified promptly in writing by Customer of any
<br />such claim; (2)thai 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: Millar Customer %hail cooperate with ABI in a
<br />reasonable way to facilitate the settlement or defense of such
<br />claim; Mthat such claim doer not arise from the use or combina-
<br />tion of products provided by ABI with products provid:d b}
<br />others; and (5)should such produci(s) become, or in ABI's opin-
<br />ion be likely to become, the subject of such claim of infringe-
<br />mcni, then Customer shall r, �rmit ABI, at ABIS option and ex-
<br />pense, either to (a) procure for Customer th= right to continue
<br />using the product(s), or Ib) replace or modify the same so that it
<br />becomes nonint'rinping anti functionally equivalent, or tc) upor
<br />failure of (a) amt (b) above despite the reasonable effort, of
<br />ABI, for a sold product, buy- back the product(s) at the Cus-
<br />tomer's purcha,c price. less depreciation calculated at an equal
<br />amount per year over if,,. life of the product as set by ABI: or for
<br />a product provided unde: a ser ; ice order, tet innate without pen -
<br />,.In, Customer', use of ;he p oditcv,l This Section states tl+e en-
<br />tire Ifability of ARI will, icspcc, to the infringcnrent of copy-
<br />rithis*and paicnis ';: the prod!r:t: ptovided heeunder -,i the
<br />operation thereof.
<br />/J. .SOF7 UARr AND OTHER I.YI.ORAIATWA'
<br />Any and all documentation, utformatioti and software owned by
<br />Alit and its suppliers and prosided to Customer by ABI ft,r u!,e
<br />with products provided to C u,iomer under this Alzreement shall
<br />remain the property of Alt!. 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 />1. All such information shelf remain 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 particular product for which It w•as initially
<br />furnished;
<br />
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