User manual

AC Adjustable Frequency Drives
Important Safety and Product Information
158
Intellectual Property Indemnity
Except as excluded herein, Seller will defend any suit or
proceeding brought against Buyer arising out of a claim that the
design or construction of the Products sold or licensed hereunder
by Seller infringes any patent, copyright or trademark granted or
registered in the country of Seller’s shipping destination, provided
(a) Buyer promptly notifies Seller in writing of any such claim
and any suit or proceeding, (b) at Seller’s expense, Buyer gives
Seller the sole right to defend, settle and control the defense of the
suit or proceeding, (c) Buyer provides all necessary information
and assistance for such defense or settlement, and (d) Buyer takes
no position adverse to Seller in connection with such claim. In the
event Seller is obligated to defend such suit or proceeding, Seller
will pay all costs and damages finally awarded or agreed upon by
Seller that are directly related thereto. Seller’s obligations under
this paragraph will be fulfilled if Seller, at its option and expense:
(i) procures for Buyer the right to continue using such Products,
(ii) replaces the same with non-infringing equipment/software
having functionality similar to that of the Products, (iii) modifies
the Products to make them non-infringing while retaining similar
functionality, or (iv) if (i)-(iii) are not commercially practicable,
refunds to Buyer the purchase price of the affected Products in
exchange for their return. Seller will have no obligation to defend
or for any other liability with respect to: [a] any suit or proceeding
to the extent based on or arising out of a configuration or
modification made, specified or requested by Buyer and which is
incorporated into or constitutes the Products, [b] the use of the
Products in a process or application specified, requested or
controlled by Buyer or any third parties, or [c] the use of the
Products in combination with other equipment, software or
materials not supplied by Seller. As used in this paragraph, the
term “Products” shall mean only Seller’s standard hardware and
software that are generally commercially available, and expressly
excludes third-party-branded equipment/software. THIS
PARAGRAPH IS IN LIEU OF ALL WARRANTIES OR
REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED,
THAT THE PRODUCTS WILL BE FREE OF THE RIGHTFUL
CLAIM OF ANY THIRD PARTY BY WAY OF
INFRINGEMENT OR THE LIKE.
Resale of Third-Party Branded Products
and Services
NOTWITHSTANDING ANY OTHER PROVISION HEREIN,
SELLER MAKES NO REPRESENTATIONS, PROVIDES NO
INDEMNITIES (INTELLECTUAL PROPERTY OR
OTHERWISE), AND DISCLAIMS ALL WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED RELATIVE TO ANY
THIRD-PARTY BRANDED PRODUCT OR SERVICE
(INCLUDING TRAINING) WHICH MAY BE RESOLD OR
SUBLICENSED BY SELLER AS A DISCRETE ITEM
HEREUNDER.
Licensed Software and Firmware
Use of Products comprised of software or firmware may be
subject to Buyer’s acceptance of additional terms and conditions
set forth in separate Seller or third-party license agreements that
will control to the extent necessary to resolve any conflict with the
terms and conditions stated or otherwise referenced herein. In the
absence of a separate Seller’s license agreement, Buyer is granted
a non-exclusive, non-transferable license to use provided Seller’s
software or firmware only in object code form and solely in
conjunction with Seller-provided Products, with no rights to
sublicense, disclose, disassemble, decompile, reverse engineer, or
otherwise modify the software or firmware.
Packing and Marking
Buyer-specified packing or marking may be subject to additional
charges not otherwise included in the price of the Products.
Weights and Dimensions
Published or advertised weights and dimensions are estimates or
approximations only and are not warranted.
Prices
Prices and other information shown in any Seller publication
(including product catalogs and brochures) are subject to change
without notice and to confirmation by specific quotation. Such
publications are not offers to sell and are maintained only as a
source of general information. Prices do not include sales, use,
excise, customs, value-added or similar taxes. Buyer will pay or
reimburse Seller for all such taxes as may be applicable. Time and
material services will be provided in accordance with Seller’s
published service rates (including applicable overtime and travel
expenses) in effect as of the date such services are provided,
unless otherwise confirmed by Seller’s written quotation or order
acknowledgment. Billable service time includes travel time to and
from the job site and all time Seller’s representatives are available
for work and waiting (whether on or off the job site) to perform
the services.
Changes and Substitutions
Buyer-requested order changes, including those affecting the
identity, scope and delivery of the Products, must be documented
in writing and are subject to Seller’s prior approval and
adjustments in price, scheduling and other affected terms and
conditions. In any event, Seller reserves the right to reject any
change that it deems unsafe, technically inadvisable or
inconsistent with established engineering or quality guidelines and
standards, or incompatible with Seller's design or manufacturing
capabilities. Seller further reserves the right to substitute using the
latest superseding revision or series or equivalent Product having
comparable form, fit and function.