User's Manual

SmartAlert 8214/8205 Programming/Installation Guide 320124E Page 18
9. Disclaimer of Consequential Damages. In no event shall JTECH be liable for incidental or consequential damages
arising out of or in connection with the purchase by Buyer of goods from JTECH including, without limitation, such
damages which may be caused by a breach of any obligation or warranty imposed on JTECH under such purchase.
Consequential damages shall include without limitation, loss of use, income or profit, or loss sustained as the result of
injury to any person, or loss or damage to any property, or loss or damages sustained as the result of work stoppage.
Buyer shall indemnify JTECH against all liability, cost, or expense which may be sustained by JTECH due to loss,
damage, or injury. IN NO EVENT, SHALL JTECH'S LIABILITY EXCEED THE PURCHASE PRICE OF GOODS.
10. Taxes. Unless specifically provided herein, the price for goods purchased as a result of this proposal does not include
sales, use, excise or similar taxes, whether Federal, State or local. Buyer is responsible for all applicable taxes for any
goods after title passes to the Buyer at the F.O.B.point. If Buyer is exempt from paying sales taxes, a certificate
evidencing such shall be provided to JTECH upon request.
11. Export. Buyer agrees not to directly or indirectly export any Goods purchased from JTECH (whether or not modified
by subsequent services) including, but not limited to parts, equipment, software or technical data/documentation without
first obtaining the required U.S. Government export license(s). If Buyer intends to export Goods outside the U.S., Buyer
shall determine whether an export license is required; and, if so, obtain that license from the U.S. Government. Buyer
shall protect, defend and indemnify JTECH from any loss or liability due to Buyer's failure to comply with export
regulations. Buyer furthers warrants that the Goods sold to Buyer from JTECH will not be resold, transferred, exported or
reused in any way by Buyer in violation of any laws, regulations or export control imposed by the U. S. Government.
12. Delays. Unless specified in writing by JTECH to the contrary, goods in stock shall be shipped immediately upon the
signing of a binding purchase agreement. Goods not in stock will be shipped as soon as possible. JTECH will not be
liable for any nonperformance of the Agreement resulting from this proposal caused by strikes, fires, disasters, riots, acts
of God or other causes or conditions beyond JTECH's reasonable control. In the event of such delay or nonperformance,
JTECH may, at its sole option, and without liability, cancel any portion of the Agreement resulting from this proposal
and/or extend any date upon which any performance is due.
13. Termination. If Buyer (a) fails to pay any amount owed when due, or (b) assigns or transfers the Agreement
subsequently resulting from this proposal without JTECH's prior written consent, or (c) makes an assignment for benefit
of creditors, or (d) files or has filed against it, petition for relief under federal or state bankruptcy laws, or (e) breaches any
other term or condition of this proposal or resultant contract, JTECH may terminate any portion of the agreement
resulting from this proposal in addition to JTECH's other available remedies. If JTECH fails to perform any obligation
when due, and if such failure is not remedied within thirty (30) days after receipt of written notice from Buyer, Buyer may
terminate any portion of such Agreement. In all other cases, the Agreement resulting from this proposal may be
terminated by either party by giving sixty (60) days written notice. Termination of the Agreement, for any reason, shall in
no way interfere with the obligation of Buyer to pay all monies payable as of the effective date of termination or which
become payable for Goods ordered and delivered after such termination. If such Agreement is terminated by Buyer for
any reason other than default by JTECH, Buyer shall be liable immediately thereupon, to pay to JTECH the full contract
price for all goods completed by JTECH pursuant to the Agreement and for all work in process at the time of termination.
14. Returns and Cancellations. Buyer may not cancel any order or return any Goods that have been special or custom
ordered, custom manufactured or configured, unless specifically agreed to in writing to seller in this proposal and in the
subsequent agreement. Returns are subject to a restocking fee which will be due to seller when the goods are received
by seller.
15. Patents and Copyrights. In no event shall JTECH be liable for damages arising from infringement of patents or
copyrights. In the event that Buyer should be enjoined in any such suit alleging infringement of patent(s) or copyright(s)
or proceeding from using any of the Goods purchased pursuant to this proposal and subsequent Agreement, JTECH, at
its option, shall either (a) secure termination of the injunction and procure for Buyer the right to use such goods without
obligation or liability or (b) replace or modify said Goods with non infringing materials at JTECH's expense and refund the
purchase price of the infringing goods to Buyer; provided, however, that in no event shall JTECH be liable for or have any
obligations under this paragraph if the alleged infringement is by reason of the specifications provided by Buyer to JTECH
under this agreement. The foregoing shall be Buyer's exclusive remedy against JTECH with respect to any alleged
patent or Copyright infringement. The sale of goods does not convey any license of copyright under any proprietary or
patent rights of any manufacturer. JTECH shall not have any liability if the alleged infringement is based upon the use or
application of the Goods in combination with other Goods and Buyer shall protect, defend, and indemnify JTECH
therefrom. JTECH disclaims all other liability for infringement of intellectual property rights and further disclaims any
liability for incidental or consequential damages arising in connection with such infringement.
16. Manufacturer Liability. In addition to JTECH's limited warranty for materials and workmanship as per section 7
herein, and unless specifically greed to in writing by the manufacturer, JTECH and Buyer, Buyer represents to JTECH
and the manufacturer that the Goods sold pursuant to this proposal and the subsequent resultant Agreement
incorporating such of the terms of this proposal agreed to by JTECH and buyer do not constitute standard components
intended for use by Buyer or JTECH in life support systems, surgical implantation, nuclear facilities, or for any other
application in which the failure of the Goods or the product in which the Goods are to be used could create a situation
where personal injury or death may occur.