(2) against any defect or damage incurred in transit.
(3) concerning (and does not assume in this or any other document) any obligation or liability in connection with patent or copyright infringement suits brought against Purchaser with respect to the Seller Goods, which were designed by Purchaser.
(4) as to the durability and quality of, or other matter relating to, any materials used in the Seller Goods.
Other than as set forth in this Section, Seller makes no warranty, express or implied, with regard to the Seller Goods.
SELLER’S WARRANTY HEREUNDER IS LIMITED TO REPAIRING OR REPLACING (AT SELLER’S SOLE OPTION) ANY SELLER GOODS THAT ARE PROVED TO BE DEFECTIVE, AND SELLER SHALL IN NO EVENT HAVE ANY LIABILITY FOR ANY OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION PAYING PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS KNOWN TO SELLER. SELLER’S WARRANTY FOR THE SELLER GOODS IS EXCLUSIVE AND IS IN LIEU OF ANY
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Seller makes no warranty, expressed or implied, with regard to Component Goods. Seller does, however, assign and transfer to Purchaser any and all warranties of the manufacturer with regard to Component Goods, and Purchaser’s sole remedy with respect to defects in Component Goods shall be such manufacturer’s warranty.
12. GENERAL PROVISIONS: Any cause of action concerning the transaction reflected by this Agreement, except Seller’s action to recover its damages for Buyer’s breach or Seller’s costs and attorneys fees in connection therewith, must be commenced within ninety (90) days after such causes of action accrue. Seller has the right to correct any stenographical or clerical errors in any of the writings issued by it. The terms and conditions stated herein constitute the complete and exclusive statement of the terms and conditions of the sale of the Goods hereunder, and there are no other promises, conditions, understandings, representations, or warranties of any kind. This Agreement may be modified only by a writing signed by both Seller and Purchaser. Seller’s failure to enforce any right hereunder will not be construed as a waiver of its right to performance in the future. Purchaser shall not assign its obligations hereunder without Seller’s prior written consent.
13. GOVERNING LAW: The transaction reflected by this Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Texas, and the parties consent to the jurisdiction of the Texas courts over this Agreement and over the parties in any proceeding to enforce this Agreement.
14. SECURITY INTEREST: Until the full purchase price has been paid, Seller reserves a Purchase Money Security Interest under the Uniform Commercial Code (the “UCC”) in the Goods and in all products and proceeds thereof. Purchaser shall execute such documents as Seller may require, including, but not limited to, one or more Financing Statements. Purchaser agrees and hereby appoints Seller as its attorney-in-fact to do, at Seller’s option, all acts and things Seller may deem desirable to perfect and continue to perfect the Purchase Money Security Interest granted hereby, including Seller’s authority to file Financing Statements naming Purchaser as debtor and Seller as secured party without Purchaser’s signature in those states where such filing are permitted, and to sign Purchaser’s name thereto where required. At Seller’s option, there shall be no delivery of any of the Goods ordered hereunder until all documents necessary to perfect the Purchase Money Security Interest have been executed to Seller’s satisfaction. All costs and expenses of Seller, including attorneys’ fees for the preparation and recordation of documents deemed necessary and appropriate to establish and perfect the Purchase Money Security Interest, shall be Purchaser’s responsibility and shall be immediately payable by Purchaser upon receipt of Seller’s invoice for same. This Purchase Money Security Interest is in addition to and not in lieu of any security interest of Seller under Article 2 of the UCC.
15. INDEMNIFICATION: Purchaser hereby agrees to hold harmless and indemnify Seller and its agents, employees, directors, and officers from any and all expenses, losses, and damages, including legal fees, incurred as a result of claims by third parties against Seller: (a) due to Purchaser’s breach of this Agreement or (b) resulting from Seller’s use of any information (such as drawings, descriptions, models, or pictures) furnished by Purchaser to Seller and related to the design, manufacture, or distribution of the Goods (e.g., claims of patent infringement, unfair trade practices or competition, or appropriation of proprietary information).
16. INSTALLATION, TRAINING, ADDITIONAL SERVICES: Unless otherwise agreed in writing, the Goods shall be installed by and at the expense of Purchaser. Any training, equipment operation, or other support services will be provided only with separate quote and purchase order.
17. CONFIDENTIAL INFORMATION: Purchaser shall not disclose any confidential information of Seller, directly or indirectly, nor use such information in any way, without Seller’s prior written consent. All files, records, documents, drawings, specifications, and similar items, whether prepared by Seller or otherwise coming into Seller’s possession, shall remain Seller’s exclusive property, unless otherwise agreed to in writing by Seller.