Warranty

7. Buyer’s Property: Any designs, tools, patterns, materials, drawings, confidential information or equipment
furnished by Buyer or any other items which become Buyer’s property, may be considered obsolete and may be
destroyed by Seller after two (2) consecutive years have elapsed without Buyer placing an order for the items
which are manufactured using such property. Seller shall not be responsible for any loss or damage to such
property while it is in Seller’s possession or control.
8. Taxes: Unless otherwise indicated on the face hereof, all prices and charges are exclusive of excise, sales,
use, property, occupational or like taxes which may be imposed by any taxing authority upon the manufacture,
sale or delivery of the items sold hereunder. If any such taxes must be paid by Seller or if Seller is liable for the
collection of such tax, the amount thereof shall be in addition to the amounts for the items sold. Buyer agrees to
pay all such taxes or to reimburse Seller therefore upon receipt of its invoice. If Buyer claims exemption from any
sales, use or other tax imposed by any taxing authority, Buyer shall save Seller harmless from and against any such
tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable.
International transactions may be subject to local taxes, tariffs, customs fees, and other surcharges, which are the
full responsibility of the buyer.
9. Indemnity For Infringement of Intellectual Property Rights: Seller shall have no liability for infringement of
any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as provided in this Part
10. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks,
copyrights, trade dress and trade secrets (hereinafter ‘Intellectual Property Rights’). Seller will defend at its
expense and will pay the cost of any settlement or damages awarded in an action brought against Buyer
based on an allegation that an item sold pursuant to this contract infringes the Intellectual Property Rights of a
third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten
(10) days after Buyer becomes aware of such allegations of infringement, and Seller having sole control over
the defense of any allegations or actions including all negotiations for settlement or compromise. If an item
sold hereunder is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may,
at its sole expense and option, procure for Buyer the right to continue using said item, replace or modify said
item so as to make it non-infringing, or offer to accept return of said item and return the purchase price less a
reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims
of infringement based on information provided by Buyer, or directed to items delivered hereunder for which the
designs are specified in whole or part by Buyer, or infringements resulting from the modification, combination
or use in a system of any item sold hereunder. The foregoing provisions of this Part 10 shall constitute Seller’s sole
and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a
claim is based on information provided by Buyer or if the design for an item delivered hereunder is specified in
whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting
from any claim that such item infringes any patent, trademark, copyright, trade dress, trade secret or any similar
right. Intellectual Property. Any trademarks, trade Names, logos, and/or service marks displayed on this site are
the property of their respective owners and must not be used in any manner without the express prior written
consent of such owner.
10. Force Majeure: Seller does not assume the risk of and shall not be liable for delay or failure to perform any
of Seller’s obligations by reason of circumstances beyond the reasonable control of Seller (hereinafter events of
Force Majeure]. Events of Force Majeure shall include without limitation, accidents, acts of God, strikes or labor
disputes, acts, laws, rules or regulations of any government or government agency, fires, floods, delays or failures
in delivery of carriers or suppliers, shortages of materials and any other cause beyond Seller’s control.
11. Entire Agreement/Governing Law: The terms and conditions set forth herein, together with any amendments,
modifications and any different terms or conditions expressly accepted by Seller in writing, shall constitute the
entire Agreement concerning the items sold, and there are no oral or other representations or agreements
which pertain thereto. No actions arising out of the sale of the items sold hereunder or this Agreement may be
brought by either party more than two (2) years after the cause of action accrues.
12. Governing Law: This Agreement shall be governed in all respects by the internal laws of the State of
California. Each of the parties to this Agreement irrevocably consent to the exclusive jurisdiction of the federal
and state courts located in Orange County, California, as applicable for any matter arising out of or relating to
this Agreement.
13. Severability: If any portion of this Agreement is held by a court of law to be illegal, invalid or unenforceable,
(i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the
original provision, and (ii), the legality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected or impaired thereby.