Major Equipment Purchase Contract Template (Page 2 of 6) in pdf

CANCELLATION

Unless otherwise stated in the Conformed Specification, Buyer shall have the right to cancel this

Contract or postpone delivery of the Equipment at any time upon giving notice in writing to the

Seller.

WARRANTIES

Seller warrants that the Equipment and services shall be of the kind and quality described in

this Contract, and free of any defects in workmanship and material for a period of 24 months

from and after the date of Buyer’s written acceptance of the Equipment and services or such

other time period defined in the Conformed Specification.

Seller also warrants that the Equipment shall be free from defects in title. Such warranty of

title shall continue without limitation as to time.

LIABILITY ARISING OUT OF WARRANTIES

The following provisions apply to warranties, other than warranty of title, made by the Seller:

(1)

If any failure to comply with the warranties appears within the warranty period and

Buyer notifies Seller within a reasonable time after discovery of such failure, Seller

shall be liable and have the obligation to remedy any such failure by furnishing and

installing, at Seller’s option, repaired or replacement parts (which herein shall be

deemed to include adjustments, modifications or additions) necessary to meet the

warranties. All transportation, supervision, labor and other costs of furnishing and

installing the repaired or replacement parts and dismantling and removing the defective

parts shall be borne by Seller.

(2)

All of the provisions of this Contract shall apply to any repaired or replacement parts.

(3)

Seller shall be as fully liable to the Buyer for the acts and omissions of Seller’s

subcontractors and suppliers as it is for the acts and omissions of persons directly

employed by Seller.

The following provisions apply to the warranty of title by Seller:

If any failure to comply with the warranty of title appears at any time hereafter, Seller shall

be liable and shall have the obligation to defend the sale hereby made of the Equipment

against all and every person or persons whomsoever and shall indemnify and save Buyer

harmless from and against all losses, damages and liabilities of every kind and nature arising

out of such failure to comply with the warranty.

INTELLECTUAL PROPERTY INFRINGEMENT

Seller shall settle or defend at its sole expense and shall pay any costs and damages awarded in any

suits or proceedings brought against Buyer based on a claim that the use or sale of the Equipment,

or any part thereof, furnished under this Contract (other than the Equipment or parts thereof that are

Buyer’s design) constitutes infringement of any patent or other intellectual property right

(excepting infringement of combination and process patents incurred by Buyer’s combining the

Equipment with other equipment in a manner not contemplated by the parties). In case the

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Maj Equip Pur Form 1-1-10

Major Equipment Purchase Contract Template Page 2