Sena 205 User Manual download pdf (Page 8)

Promi-SD 205-OA User Manual – Before Using the Product 6

5. 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.

6. 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.

7. PACKING AND MARKING. Buyer-specified packing or marking may be subject to additional charges not otherwise included in the price of the Products.

8. WEIGHTS AND DIMENSIONS. Published or advertised weights and dimensions are estimates or approximations only and are not warranted.

9. 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.

10. 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.

11. RETURNS. All returns of Products will be pursuant to Seller’s instructions. Non-warranty returns of unused and resalable Products for credit will be subject to Seller’s

return policies in effect at the time, including applicable restocking charges and other conditions of return. Products returned under warranty must be properly packed and

shipped to Seller-specified locations. Shipping containers must be clearly marked per Seller’s instruction and shipped freight prepaid by Buyer. Notwithstanding the foregoing,

all sales of “Open Box”Products and any third-party branded products are final and do not qualify for non-warranty return.

12. ORDER CANCELLATION. Cancellation by Buyer prior to shipment is permitted only by written notice and upon payment to Seller of reasonable cancellation and

restocking charges, including reimbursement for direct costs. Cancellation charges associated with orders for custom Products or Products specifically manufactured to

Buyer’s specification may equal the actual selling price of the Products. Seller has the right to cancel an order for cause at any time by written notice, and Seller will be

entitled to cancellation and restocking charges as identified above. No termination by Buyer for cause will be effective unless and until Seller has failed to correct such

alleged cause within forty-five (45) days after receipt of Buyer’s written notice specifying such cause.

13. FORCE MAJEURE. Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes

beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics,

quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, Seller’s performance date(s) will be

extended for such length of time as may be reasonably necessary to compensate for the delay.

14. DISPUTES. The parties will attempt in good faith promptly to resolve any dispute arising hereunder by negotiations between representatives of the parties who have

authority to settle the dispute. If unsuccessful, the parties further will attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and

expenses apportioned equally to each side. Any dispute not so resolved by negotiation or mediation may then be submitted to a court of competent jurisdiction in accordance

with the terms hereof. These procedures are the exclusive procedures for the resolution of all such disputes between the parties.

15. GOVERNING LAW AND FORUM. The agreement evidenced hereby and all disputes arising thereunder will be governed by and interpreted in accordance with the

internal laws and will be subject to the exclusive jurisdiction of the courts of the state, province or other governmental jurisdiction in which Seller’s principal place of business

resides, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods. Should any term or provision hereof be held

wholly or partly invalid or unenforceable under applicable law, the remainder of the agreement evidenced hereby will not be affected thereby.

16. ASSIGNMENT. The agreement evidenced hereby may not be assigned by either party without the written consent of the other (which consent will not be unreasonably

withheld). However, consent will not be required for internal transfers and assignments as between Seller and its parent company, subsidiaries or affiliates as part of a

consolidation, merger or any other form of corporate reorganization.

17. LANGUAGE. The parties acknowledge that they have required that the agreement evidenced hereby be drawn up in English. Les parties reconnaissent avoir exigé la

rédaction en anglais du Contrat. In the event of a conflict between the English and other language versions, the English version will prevail.

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Sena 205 User Manual Page 8

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